Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 11, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | OLB GROUP, INC. | |
Entity Central Index Key | 1,314,196 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Trading Symbol | OLBG | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,825,364 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash | $ 353 | $ 580 |
Prepaids | 15,000 | |
Total Current Assets | 15,353 | 580 |
Other Assets: | ||
Internet domain | 4,965 | 4,965 |
TOTAL ASSETS | 20,318 | 5,545 |
Current Liabilities: | ||
Accounts payable | 89,968 | 89,640 |
Accrued interest, related party | 296 | |
Accrued compensation | 91,591 | |
Loans payable, related party | 34,481 | 3,481 |
Total Current Liabilities | 216,336 | 93,121 |
Total Liabilities | 216,336 | 93,121 |
Stockholders' Deficit | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares outstanding | ||
Common stock, $0.0001 par value; 200,000,000 shares authorized, 19,825,364 and 19,825,364 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively | 1,984 | 1,984 |
Additional paid-in capital | 15,590,821 | 15,590,821 |
Accumulated deficit | (15,788,823) | (15,680,381) |
Total Stockholders' Deficit | (196,018) | (87,576) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 20,318 | $ 5,545 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 19,825,364 | 19,825,364 |
Common stock, shares outstanding | 19,825,364 | 19,825,364 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue | $ 9,904 | $ 15,498 |
Operating expenses | ||
Cost of revenue | 4,097 | 5,469 |
Officer's compensation | 93,750 | 68,750 |
General & administrative expenses | 20,203 | 27,478 |
Total operating expenses | 118,050 | 101,697 |
Loss from operations | (108,146) | (86,199) |
Other Expense | ||
Interest expense | (296) | (7,529) |
Total other expense | (296) | (7,529) |
Net Loss | $ (108,442) | $ (93,728) |
Loss per share, basic and diluted | $ (0.01) | $ (0.01) |
Weighted average shares outstanding, basic and diluted | 19,825,364 | 13,479,297 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (108,442) | $ (93,728) |
Changes in assets and liabilities: | ||
prepaids | (15,000) | |
Accounts payable | 328 | 18,300 |
Accrued officer compensation | 91,591 | 60,189 |
Accrued interest, related party | 296 | |
Net Cash Used in Operating Activities | (31,227) | (15,239) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from related party notes payable | 31,000 | 15,500 |
Net Cash Provided by Financing Activities | 31,000 | 15,500 |
Net Change in Cash | (227) | 261 |
Cash - Beginning of Period | 580 | 1,160 |
Cash - End of Period | 353 | 1,421 |
Cash Paid For: | ||
Interest | ||
Income taxes |
Background
Background | 3 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND | NOTE 1 - BACKGROUND The Company incorporated in the State of Delaware on November 18, 2004 for the purpose of merging with OLB.com (On-line Business), Inc., a New York corporation incorporated in 1993 (“OLB.com”). The merger was done for the purpose of changing our state of incorporation from New York to Delaware. As result of the merger, the Company acquired all of the assets of OLB.com, including its intellectual property assets. In connection with the merger, each of the former common and preferred stockholders of OLB.com received five shares of our common stock in exchange for each outstanding share of OLB.com We currently offer monthly subscription packages which includes a health benefits package. These arrangements are generally renewable monthly and revenue is recognized over the renewal period. We also provide ecommerce development and consulting services on a project by project basis. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2017 included on the Company’s Form 10-K. The results of the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018. Going Concern The accompanying financial statements have been prepared assuming the company will continue as a going concern. The company has limited cash resources, recurring cash used in operations and an operating losses history. As shown in the accompanying financial statements, as of March 31, 2018, the Company had a working capital deficiency of $200,983 and a net loss of $108,442 for the three months ended March 31, 2018. The Company’s cash flow used in operating activities was $31,227, while $31,000 was provided by financing from related parties. These factors among others, raise substantial doubt about the company’s ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments that might result if the company is unable to continue as a going concern. Subsequent to the quarter ending March 31, 2018, the Company consummated a business acquisition that may enable us to continue as a going concern. As discussed in Note 5, the Company has created three new subsidiaries, acquired certain assets, including cash, and revenue generating operations that may enable the Company to alleviate the doubt about continuing as a going concern. The Company is currently in the process of a capital raise of up to $5,000,000 that should enable it to make its first scheduled payments on the Loan and Security Agreement (entered into on April 9, 2018) of $1,000,000 on July 15, 2018 and $2,000,000 on October 31, 2018. This, along with the additional acquisitions of CrowdPay.US, Inc, and Omnisoft, Inc. should provide the company with the assets and operations it requires to continue as a going concern. However, there are no assurances that we will be able to consummate the above capital raise. 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. Revenue and cost recognition The Company recognizes revenue in accordance with FASB ASC 606, Revenue From Contracts with Customers. Revenue is accounted for 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. The Company recognizes revenue on its Omni Commerce Solution licensing when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collection is reasonably assured. 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 606. 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. Reclassification Certain amounts for the three months ended March 31, 2017 financial statements have been reclassified to conform to the presentation used in the three months ended March 31, 2018 Financial statements. Recent Accounting Pronouncements The Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 3 - RELATED PARTY TRANSACTIONS During the three months ended March 31, 2018, the Company received $30,000 from Mr. John Herzog. The advance was used for operating expenses, is unsecured, bears interest at 18% and is due on demand. Interest expense for the three months ended March 31, 2018, amounted to $296. During the three months ended March 31, 2018, the Company received an advance of $1,000 from CrowdPay, Inc. Ronny Yakov is also the CEO of CrowdPay, Inc. The advance was used for operating expenses, is unsecured, non-interest bearing and due on demand. |
Commitment
Commitment | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENT | NOTE 4 – COMMITMENT On October 20, 2017, the Company entered into a new employment agreement with its founder and president for 7 years effective January 1, 2018 through December 31, 2024. The agreement provides for an annual salary of $375,000, fringe benefits ($2,500 monthly automobile allowance, any benefit plans of the Company and 4 weeks paid vacation), an incentive bonus of $200,000 based on the achievement of certain performance criteria. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 5– SUBSEQUENT EVENTS In accordance with ASC 855-10, Subsequent Events Memorandum of Sale On April 9, 2018, Securus365, Inc., a Delaware corporation (“ Securus eVance Capital eVance Purchasers Company Memorandum of Sale GACP Asset Acquisition UCC Excel Debtors Excel Loan and Security Agreement GACP exercised its post-default remedies and realized on the collateral securing the Debtors’ obligations under the Excel Loan and Security Agreement by conducting a public auction of certain assets of the Debtors on April 9, 2018 in accordance with the UCC. The Purchasers submitted the Memorandum of Sale at such auction, which constituted the Purchasers’ bid for substantially all of the assets of the Debtors (“ Acquired Assets Closing In consideration for the sale and transfer of the Acquired Assets at the Closing, the Purchasers assumed certain post-Closing obligations under assigned contracts and paid to GACP the sum of $12,500,000, through the deemed simultaneous financing of such purchase price to the Purchasers under the Credit Agreement. Pursuant to the Memorandum of Sale, the Purchasers purchased from GACP and accepted all of the Debtors’ right, title and interest in and to the Acquired Assets “as is”, “where is” and “with all faults” and without any representations or warranties, express or implied, of any nature whatsoever. Any representations made by the parties in the Memorandum of Sale did not survive the Closing, and there is no indemnification rights for either party’s breach. Credit Agreement In order to finance the Asset Acquisition, GACP, as administrative agent and collateral agent (“ Agent Term Loan Omnisoft CrowdPay Borrowers Loan Parties Credit Agreement Lenders The Term Loan matures in full on April 9, 2021, the third anniversary of the Closing. $1,000,000 of the principal amount under the Term Loan must be repaid on or prior to July 15, 2018, and an additional $2,000,000 in principal due on or prior to October 31, 2018 (in each case subject to earlier repayment under certain circumstances, including if a Loan Party consummates an equity financing), with the remaining principal due upon maturity. The Term Loan can be prepaid without penalty in part by the Loan Parties with ten days’ prior written notice to the Agent, and in full with thirty days’ prior written notice. The Term Loan is subject to an interest rate of 9.0% per annum, payable monthly in arrears. The obligations of the Loan Parties under the Credit Agreement are secured by all of their respective assets and the Loan Parties pledged all of their assets as collateral for their obligations under the Credit Agreement. Additionally, the Company pledged its ownership interests in the Purchasers and any of its other subsidiaries that it may form or acquire from time to time. The Credit Agreement includes customary representations, warranties and financial and other covenants of the Loan Parties for the benefit of the Lenders and the Agent. The obligations of the Loan Parties under the Credit Agreement are subject to customary events of default for a secured term loan. Each Loan Party is jointly and severally liable for the obligations under the Credit Agreement. Warrants Pursuant to and as additional consideration for the Term Loan under the Credit Agreement, on April 9, 2018 (the “ Issuance Date Warrant Warrant Shares rd rd As additional consideration for the Term Loan under the Credit Agreement, on April 9, 2018 the Company also entered into a letter agreement (the “ Additional Warrants Agreement Additional Warrant Effective May 9, 2018, the Company entered into a share exchange agreement with Crowdpay.US, Inc., a New York corporation (“Crowdpay”), for which the Company will issue 87,500,000 shares of common stock for all of the authorized stock of Crowdpay. Crowdpay will become a wholly owned subsidiary of OLB. As of the date of this filing the shares have not yet been issued. Effective May 9, 2018, the Company entered into a share exchange agreement with OMNISOFT, Inc., a Delaware corporation (“OMNISOFT”), for which the Company will issue 55,000,000 shares of common stock for all of the authorized stock of OMNISOFT. OMNISOFT will become a wholly owned subsidiary of OLB. As of the date of this filing the shares have not yet been issued. Subsequent to March 31, 2018, the Company approved the issuance of 25,000 shares of common stock for services rendered. As of the date of this filing the shares have yet been issued. 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 unaudited 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. |
Summary of Significant Accoun11
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2017 included on the Company’s Form 10-K. The results of the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018. |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming the company will continue as a going concern. The company has limited cash resources, recurring cash used in operations and an operating losses history. As shown in the accompanying financial statements, as of March 31, 2018, the Company had a working capital deficiency of $200,983 and a net loss of $108,442 for the three months ended March 31, 2018. The Company’s cash flow used in operating activities was $31,227, while $31,000 was provided by financing from related parties. These factors among others, raise substantial doubt about the company’s ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments that might result if the company is unable to continue as a going concern. Subsequent to the quarter ending March 31, 2018, the Company consummated a business acquisition that may enable us to continue as a going concern. As discussed in Note 5, the Company has created three new subsidiaries, acquired certain assets, including cash, and revenue generating operations that may enable the Company to alleviate the doubt about continuing as a going concern. The Company is currently in the process of a capital raise of up to $5,000,000 that should enable it to make its first scheduled payments on the Loan and Security Agreement (entered into on April 9, 2018) of $1,000,000 on July 15, 2018 and $2,000,000 on October 31, 2018. This, along with the additional acquisitions of CrowdPay.US, Inc, and Omnisoft, Inc. should provide the company with the assets and operations it requires to continue as a going concern. However, there are no assurances that we will be able to consummate the above capital raise. |
Use of Estimates | 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. |
Revenue and cost recognition | Revenue and cost recognition The Company recognizes revenue in accordance with FASB ASC 606, Revenue From Contracts with Customers. Revenue is accounted for 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. The Company recognizes revenue on its Omni Commerce Solution licensing when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collection is reasonably assured. 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 | 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 606. 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. |
Reclassification | Reclassification Certain amounts for the three months ended March 31, 2017 financial statements have been reclassified to conform to the presentation used in the three months ended March 31, 2018 Financial statements. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Company does not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position. |
Background (Details)
Background (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Background (Textual) | |
Description of merger company shareholders | Each of the former common and preferred stockholders of OLB.com received five shares of our common stock in exchange for each outstanding share of OLB.com. |
Summary of Significant Accoun13
Summary of Significant Accounting Policies (Details) - USD ($) | Apr. 09, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Oct. 31, 2018 | Jul. 15, 2018 |
Summary of Significant Accounting Policies (Textual) | |||||
Working capital deficiency | $ 200,983 | ||||
Net loss | (108,442) | $ (93,728) | |||
Operating cash flows | (31,227) | (15,239) | |||
Financing from a related party | $ 31,000 | $ 15,500 | |||
Subsequent Event [Member] | |||||
Summary of Significant Accounting Policies (Textual) | |||||
Term loan, description | The Company is currently in the process of a capital raise of up to $5,000,000 that should enable it to make its first scheduled payments on the Loan and Security Agreement (entered into on April 9, 2018) of $1,000,000 on July 15, 2018 and $2,000,000 on October 31, 2018. | ||||
Term loan principal amount | $ 1,000,000 | ||||
Additional principal payment due | $ 2,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Related Party Transactions (Textual) | |||
Borrowed from related party | $ 31,000 | $ 15,500 | |
Advance from CrowdPay, Inc. | $ 1,000 | ||
Related party transactions interest rate | 18.00% | ||
Accrued interest, related party | $ 296 | ||
John Herzog [Member] | |||
Related Party Transactions (Textual) | |||
Borrowed from related party | $ 30,000 |
Commitment (Details)
Commitment (Details) | 1 Months Ended |
Oct. 20, 2017USD ($) | |
Commitment (Textual) | |
Employment agreement, description | The Company entered into a new employment agreement with its founder and president for 7 years effective January 1, 2018 through December 31, 2024. |
Annual salary | $ 375,000 |
Monthly automobile allowance | $ 2,500 |
Paid vacation period | 28 days |
Incentive bonus | $ 200,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jul. 15, 2018 | May 09, 2018 | Apr. 09, 2018 | Mar. 31, 2018 | Oct. 31, 2018 |
Subsequent Events (Textual) | |||||
Issuance shares of common stock for services | 25,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Term loan, description | The Company is currently in the process of a capital raise of up to $5,000,000 that should enable it to make its first scheduled payments on the Loan and Security Agreement (entered into on April 9, 2018) of $1,000,000 on July 15, 2018 and $2,000,000 on October 31, 2018. | ||||
Term loan principal amount | $ 1,000,000 | ||||
Additional principal payment due | $ 2,000,000 | ||||
Loan of interest percentage | 9.00% | ||||
Term loan maturity date | Apr. 9, 2021 | ||||
OMNISOFT, Inc. [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Issuance shares of common stock | 55,000,000 | ||||
Crowdpay.US, Inc. [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Issuance shares of common stock | 87,500,000 | ||||
GACP Finance Co., LLC, [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Business acquisition, transaction sale of asset | $ 12,500,000 | ||||
Term loan, description | The initial sole lender thereunder, provided a term loan of $12,500,000 (the “ Term Loan Omnisoft CrowdPay Borrowers | ||||
Warrants to purchase of common stock | 1,200,000 | ||||
Warrants exercise price | $ 0.25 | ||||
Issuance of warrants, description | The later of (i) the third (3rd) anniversary of the Issuance Date and (ii) the date on which all obligations under the Credit Agreement have been satisfied in full. The Warrant may be redeemed for $0.0001 per Warrant Share, at the sole discretion of the Company, at any time after the six (6) month anniversary of the Issuance Date if the closing sales price of the Company’s common stock equals or exceeds $5.00 per share on each of the 20 trading days within any 30 day trading day period ending on the third (3rd) trading day prior to the date on which the Company provides a notice of redemption. | ||||
Additional Warrants Agreement [Member] | Subsequent Event [Member] | |||||
Subsequent Events (Textual) | |||||
Warrants to purchase of common stock | 200,000 | ||||
Issuance of warrants, description | The closing of such debt-financing, with such Additional Warrant in substantially the same form as the Warrant, up to a total of four (4) Additional Warrants for four debt-financed acquisitions under the Additional Warrants Agreement. The exercise price of the Additional Warrants, if issued, will be $0.30 per share for the first Additional Warrant, $0.35 per share for the second Additional Warrant, $0.40 per share for the third Additional Warrant and $0.45 per share for the fourth Additional Warrant, with the number of shares and exercise price subject to adjustment as set forth in the Additional Warrants Agreement and the Additional Warrant. |