The OLB Group, Inc.

Analyst: Victor Sula, Ph.D.Initial Report

August 26th, 2009

The OLB Group, Inc. (OTCOBB: OLBG) 1


August 26th, 2009

Company Introduction

The OLB Group, Inc.1120 Avenue of The Americas, Fourth Floor.New York, NY 10036

Phone: 212-278-0900Fax: 212-898-1248Website: www.olb.com

MARKET DATA

SymbolExchangesCurrent PricePrice TargetRatingOutstanding SharesMarket Cap.Average 3-m Volume

Source: Yahoo Finance, Analyst Estimates

OLGBOTC BB

$0.11$0.52

Speculative Buy56.78 Million$6.25 Million

5,308

The OLB Group, Inc. (OLBG), an e-commerce service provider, develops software and services to assist businesses selling products over the Internet. The Company provides clients with a seamless, end-to-end e-commerce solution, including site creation, hosting, transaction processing, order fulfillment, customer service, and sales reporting, as well as a virtual inventory of name-brand products from the top-selling Internet categories. OLBG offers ShopFast Direct Shopping Database and ShopFast Profit Center, each of which enables the software user to create an Internet e-commerce website and sell products from a database maintained by the Company at a fraction of the cost of building their own e-commerce site from scratch. In addition, OLBG recently launched a health insurance benefit platform which has generated a spike in inquiries from potential clients. The healthcare plan offers Shopfast subscribers and their families affordable health insurance at a cost well below individual health coverage. As a Shopfast distributor, clients qualify for a discounted group rate.

OLBG was incorporated in 1993 and initially provided creative and marketing services, from concept to print, to Fortune 500 companies, including AT&T, Lucent Technologies, Merrill Lynch, Lord Abbott, Reebok and Scholastic. OLBG has since developed a number of branded e-commerce sites for clients selling products such as sporting goods, chocolates and cosmetics, and partners with its customers by providing ongoing hosting and site maintenance. In 1999, OLBG began rolling out a new business model. The Company created an e-commerce infrastructure and a database containing over two million products that provides added value in real time

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for its clients.

In August 2009, OLBG announced a joint venture with Leorex Cosmetics Ltd. through which the Company will offer Leorex derma-cosmetic products to its clients for marketing on their e-commerce sites. There is a booming market for cosmetic and health-related services as Americans over the age of 55 will increase by 60% over the next 20 years. Their buying power will exceed $2.5 trillion by 2010. The market for anti-aging products is forecast to reach $115.5 billion by 2010.

Complete e-commerce solution

The Company’s ShopFast Direct Shopping Database and ShopFast Profit Center products enable software customers to create their own Internet e-commerce website and sell products from OLBG’s database. A complete end-to-end e-commerce solution is provided, including site creation, hosting, transaction processing, order fulfillment, customer service and sales reporting. In addition, OLBG provide its clients with a virtual inventory of name-brand products from top-selling categories at preferential wholesale prices. A store owner can create a customized website to sell products from OLBG’s database at a fraction of the cost of building his/her own e-commerce site.

Online sales estimated at $204 billion in 2008

A growing population of Internet users is fueling demand for online services and e-commerce sales. According to Internet World Stats, more than 1.6 billion people worldwide are already using the Internet for email, entertainment and business purposes. E-commerce has become an important part of overall Internet growth. According to Forrester Research, online retail sales increased 17% in 2008 to top $204 billion. By helping its merchant clients market their products online, OLBG capitalizes on e-commerce trends and profits from this emerging market opportunity.

Health insurance benefit platform enhances subscriber growth

OLBG recently added a health insurance benefit platform to the Shopfast offering which has generated a spike in inquiries from potential customers. The healthcare plan offers Shopfast subscribers and their families affordable health insurance at a fraction of the cost of individual health coverage. As a Shopfast distributor, clients qualify for a discounted group rate.

Effective marketing strategy

The Company plans to market its offering via infomercials on nationwide cable TV networks and through blast emails of its downloadable software to potential customers. OLBG expects to formally launch its campaign for ShopFast PC software in the fourth quarter of 2009 and ShopFast DSD shortly thereafter. A 30-minute infomercial to promote ShopFast PC is planned, as well as short form two minute commercials. After these

Investment Highlights


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initial activities, OLBG will refine its marketing plan and launch a nationwide television distribution campaign.

Third consecutive quarter of rising revenue

Attractively priced e-commerce site development services and steady cash flow from monthly subscription fees should enable OLBG to rapidly build its subscriber base, create a sizable recurring revenue stream and reach profitable operation in a short timeframe.

The Company recently reported its third consecutive quarter of rising revenues and is taking advantage of the increased interest in building a home-based business that has resulted from rising unemployment. A growing number of laid-off workers are exploring opportunities to work from home and start home-based businesses.

Experienced management

Ronny Yakov, the Company’s president, has 20 years of graphic arts industry experience, including extensive experience in electronic pre-press and desktop publishing, as well as electronic mail-order catalogs. His clients have included Fortune 500 companies. Mr. Yakov is a serial entrepreneur and launched two other successful business ventures prior to founding OLB Group.

The Company is developing software products and related services that help businesses sell products over the Internet. OLBG’s software enables e-commerce merchants to leverage the Company’s established e-commerce resources and support services and benefits from economies of scale and cost efficiencies across the entire e-commerce process.

OLBG offers two software products: ShopFast Direct Shopping Database (ShopFast DSD), and ShopFast Profit Center (ShopFast PC). Each product guides the user in creating an e-commerce website and sell products from a database maintained by OLBG. Merchants can create a customized website, designed to their own specifications, and sell products from OLBG`s database at a fraction of the cost of building their own e-commerce site from scratch. The store owner can customize his site with logos, a unique layout or other features.

The Company is in the process of quality assurance testing its re-developed ShopFast DSD software, which is based on a different design platform than the prior versions, allowing it to operate faster and be compatible with all computer operating systems that fully support Internet Explorer 5.0 or higher. In addition, OLBG is redesigning ShopFast PC so that the so-called “Internet Storefront” can be designed by a client with little computer expertise and without help from OLBG.

ShopFast PC software and the related services will be priced between $19.95 and $59.95. The continuing services OLBG provides, including maintenance of the OLBG database and order processing, will be available for an additional monthly fee, ranging from a minimum of $9.95 to up to $49.95, depending on the level of services required. ShopFast DSD is customized for each client so the Company negotiates the price of the ShopFast DSD software and related services and the commission on product sales with each client.

OLBG pays its clients a commission on products sold. The commission is paid once a month and covers products sold by the client in the preceding month. The specific percentage of gross sales paid as commission depends

Business Model


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on the price of the product sold and can range from 2.5% to 60%. Any remaining profits are retained by the Company.

Corporate strategy

OLBG does not own the products found on its database or carry a product inventory. The Company plans to expand the number and range of products available on its database by forging agreements with various supply companies. An example is its recently announced joint venture with Leorex Cosmetics Ltd. which will allow Shopfast distributors to offer Leorex “patented” derma-cosmetic products for marketing to their end-users. The Company also intends to expand its existing e-commerce platform and replace some of its existing hardware and servers to accommodate anticipated higher volume of transactions.

How the OLBG model works

Source: Company presentation


August 26th, 2009


Marketing Strategy

The Company plans to market its services via infomercials aired on nationwide cable TV networks and through blast emails of its downloadable software. OLBG anticipates formally launching the promotional campaign for ShopFast PC software in the fourth quarter of 2009 and ShopFast DSD shortly thereafter. The campaign will be supported by a 30 minute infomercial promoting ShopFast PC, and several short-form two minute commercials. The Company will then refine its marketing plan based on returns on media expenditures and roll out a nationwide television distribution campaign.

Growth strategy

Source: Company presentation


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A visitor to a client’s branded shopping site is presented with categories of merchandise from which to choose. The site provides the customer with entertaining and informative multi-media product presentations which encourage the customer to purchase products on-line. Order fulfillment and customer service are provided under the client’s brand name. OLBG remains invisible to the site user. A typical order will be processed as follows:

The client’s customer places the order on the Internet Storefront and pay for it by providing his or her credit card information on the Internet Storefront. Once the order is placed, the Company automatically receives a copy of the order electronically, and the funds from the credit card payment are paid directly to OLBG. The Company then purchases the ordered product from the supplier and arranges delivery to the client’s customer. An e-mail is sent to the client’s customer confirming that the order has been placed and providing the approximate date that the order will be shipped. The supplier then provides OLBG with an invoice for the products purchased, which the Company pays.

The Company has installed security hardware that encrypts the data and safeguards the customer data it processes.

ShopFast Direct Shopping Database

ShopFast DSD is a fully integrated e-commerce solution offering a wide variety of merchandise. It represents a collection of software programs that are packaged together into a software suite. The ShopFast DSD solution is offered as a multi-item inventory shopping service consisting of selected product categories. These products serve as “virtual inventory”. OLB presently offers approximately three million distinct products through ShopFast DSD, which include the following broad categories:

• Books • Music• DVD’s• Videos• Electronics• Flowers• Chocolates• Sporting goods• Toys• Airline, hotel, train tickets and car rentals• Health & Beauty Products• Prescription and non-prescription drugs• Gift baskets• Software and downloadable software• Computer consumables & related products

Major advantages to ShopFast DSD include:

1. Complete outsourced e-commerce infrastructure;

Ordering Process

Products and Services


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2. Leverages brand to monetize traffic and make client site profitable;3. Enhances brand loyalty by providing added value to customers;4. Modest up-front or recurring costs;5. Private label shopping service designed to promote end-user “stickiness”;6. Comprehensive source of virtual inventory and customized product content;7. Competitive prices, convenient delivery and an emphasis on customer service;8. Recurring revenues from product sales, as compared to one-time referral fees;9. Easily accessible consumer data, such as purchasing behaviors, saved with strict regard to privacy and

confidentiality;10. High level of service provided by an experienced e-commerce company.

ShopFast Profit Center

ShopFast PC can be used to create a standard e-commerce website pre-designed by OLBG for the sale of products from the OLB database. The client may choose from a selection of pre-designed logos, design layouts, and color schemes and personalize some of the information on the website with his/her own name, slogan or other information.

The Company is redesigning ShopFast PC so that the client can create an Internet Storefront easily and without assistance from OLBG in n the client’s own, in five steps that take less than five minutes: • Step1: Choose the categories of items to be sold on the store;• Step2: Design the store by choosing layouts, fonts, colors and a logo;• Step3: Personalize the store by adding descriptive text;• Step4: Account information to facilitate payments for the store subscription as well as payment of commissions;• Step5: Final store confirmation and immediate store generation.

OLBG provides all the tools and support needed to closely manage the program in real time. The Company provides its clients with a 24/7 global marketplace that allows for price updating, evaluation of marketing campaigns, measurement of consumer satisfaction and instant customer service. The software also provides clients with a set of charts showing the number of orders, total order amount, gross sales, sales tax, order cost, fees, number of unique visitors, and number of pages viewed.


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E-Commerce Terminal

The Company also has interactive Internet terminal solutions that provide robust, secure access to multimedia Internet services in public or private settings. These terminals are used by e-commerce providers to build their brand and access the public through on-line channels.

Key features2.1-inch active matrix liquid crystal display, SVGA (800 x 600 pixels), with available 15-inch option (1024 x 768 pixels)

• Ruggedized touch screen• 10/100-BaseT Ethernet option• Camera for video mail or video conferencing• Stereo sound, with volume control• Hardware watchdog• Internal AC-ready power supply• Locking mechanism• Windows XP operating system• Client software option• Optional keyboard and pointing device • Optional Card, chip, and magnetic strip reader• Numerous network interface types• Optional hand set and hook switch

OLBG`s terminal with keyboard and telephony options

Internet usage

The Internet is fast becoming a basic feature of modern civilization. The number of Internet users worldwide already exceeds one billion. The continued rollout of broadband and the next generation of high-speed wireless networks is stimulating mobile markets and is a major driver of e-commerce industry growth. The continual increase in the number of Internet users also expands the customer base for IP-based services. Most analysts expect the number of Internet users to reach two billion within the next 3-5 years.

Industry Outlook

EuropeNorth AmericaAsiaWorld’s total

803.9337.63,7816,710

12.0 %5.3 %

56.3%100.0 %

393.4251.3114.31,596

48.9 %74.4 %17.4%23.8 %

24.6%15.7 %41.2%

100.0 %

274.3 %132.5 %474.9%342.2%

Population, Mn( 2008 Est. )

% Pop.of World

Internet Users,Latest Data, Mn

Penetration(% Population)

% Usersof World

User Growth( 2000-2008 )

Internet Usage

Source: www.internetworldstats.com/stats.htm


August 26th, 2009


By the end of 2009, the U.S. Internet population is expected to reach nearly 200 million users, or 65% of the total population. By 2013, 221 million people will be online, nearly 70% of the population. Daily Internet usage among nearly all demographic groups is climbing. Average time spent online by U.S. adults shot up to 14 hours per week in 2008, compared with 11 hours in 2007. Nearly two-thirds of adults claim they go online every day, the majority for more than one hour1.

E-Commerce Industry

Over the past 12 years, the Internet has changed the way people buy and sell goods and services. The e-commerce market is enjoying double-digit growth, sustained by the growing number of Internet users, their increased familiarity with online shopping and by attractive offers. Retailers of many types are enjoying soaring sales via the Internet, and most national retail chains have developed “bricks and clicks” strategies that integrate their online sites with physical stores and catalogs. Many online-only retailers are experiencing rapid growth as consumers embrace the convenience of shopping online2.

Although retail sales growth has slowed in recent months because of the recession, online retail still shows more signs of life than consumer retail as a whole. According to Forrester Research, online retail sales increased 17% in 2008 to $204 billion, with the biggest sellers being clothing, computers and cars.

Amazon and eBay paved the way for today’s e-commerce merchant. Amazon continues to be the largest e-commerce company. According to comScore, Amazon has 60 million visitors on its shopping site currently compared with 50 million a year ago. Amazon runs seven different international Web sites, has distribution and customer service centers in seven countries and employs more than 17,000 people worldwide. By comparison, eBay has 70 million visitors, down from 80.1 million a year ago3.

1. www.emarketer.com/Reports/All/Emarketer_2000561.aspx2. www.plunkettresearch.com/Industries/ECommerceInternet/tabid/151/Default.aspx3. www.forbes.com/2009/04/30/ecommerce-amazon-ebay-technology-internet-ecommerce.html

World E-commerce Market

Source: www.webology.ir/2007/v4n4/a49.html


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The U.S. E-Commerce Market

E-commerce plays a growing role in the U.S. economy by creating new global business opportunities. The U.S. Census Bureau’s E-Stats report showed that e-commerce grew faster than overall economic activity in three of four major economic sectors. The latest data from the Pew Internet and American Life Project indicate that two-thirds of U.S. adults are online shoppers, corresponding to about 134 million purchasers. More than 70% of U.S. households regularly purchase items online in 2009, up from only 47.8% of households in 2000.

The impact of the recession was evident in the drastic slowdown of e-commerce sales in the fourth quarter of 2008, the first ever year-over-year decline in online sales. In the first quarter of 2009, unadjusted U.S. retail e-sales were $30.2 billion.

According to Forrester Research Inc. online retail sales in the U.S. are expected to grow at double digit annual rates for the next five years, reaching $211 billion by 2012. Jupiter Research offered the same figures in its reports, expecting online retail sales in the U.S. to grow approximately $20 billion each year and reach $215 billion by 2012.

Retail business-to-consumer U.S. Shipments and E-commerce, $ Bn

www.census.gov/econ/estats;www.marketwire.com/press-release/MarketresearchCom-1025023.html;http://phoenix.bizjournals.com/phoenix/stories/2009/01/12/daily37.html.


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E-commerce continues its double-digit year-over-year growth rate in 2009, in part because sales are shifting away from stores and online shoppers are less sensitive to adverse economic conditions than the average U.S. consumer.

As a share of total retail sales, e-commerce sales remain modest—3.2% ($127 billion), up from 2.8% ($107 billion) in 2006. The percentage of retail sales occurring online in the U.S. is expected to more than double from 3% to 6% by 2010.

Forrester Research estimates, $ Bn JupiterResearch estimates, $ Bn

Source: http://www.computerworld.com/s/article/9061108/E_commerce_sales_to_boom_for_next_5_years_,http://blogs.zdnet.com/BTL/?p=17470

U.S. online sales, as a share of total retail sales


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Online advertising

PricewaterhouseCoopers estimates that global advertising spending will rise by 6.2% to $521 billion in 2010. This year, global spending on online ads will reach $65.2 billion, or about 10% of total advertising spending. The Internet will likely remain the fastest-growing advertising medium; expanding at an 18% CAGR until 2010 and representing nearly 10% of global advertising in 2010 compared with less than 3% in 20024.

Role of the Commerce Service Provider

Commerce Service Providers (CSPs) help businesses leverage e-business technologies to boost sales and improve operations. Their services include designing, constructing and operating the client’s web site. CSPs create a low-cost e-commerce solution that helps merchants attract online buyers. By giving their clients access to established e-commerce infrastructure and support services, CSPs create economies of scale and cost efficiencies across the entire e-commerce process.

Growing worldwide Internet use, greater Internet access via wireless devices and high online ordering by consumers is fueling growth in e-commerce services and creating new business opportunities for Commerce Service Providers.

The Company launched limited quality control test marketing of its ShopFast PC product in fiscal 2008 and recorded modest revenues from product and subscription sales.

OLBG’s revenues grew to $178,256 in the first six months of fiscal 2009. The Company plans to launch the software component of its ShopFast PC product in the fourth quarter of fiscal 2009 and begin generating meaningful revenues from software and subscription sales in 2010.

4. www.marketingvox.com/pwc_entertainment_and_media_to_reach_18_trillion_advertising_521_billion_in_2010-022025/

Financial Analysis

Source: SEC filings

Revenue by quarters, $


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OLBG’s net loss declined by $112,889 to $132,515 in the six months ended June 30, 2009. The decline is attributable to lower general and administrative expenses, professional fees and software development costs.

During the six months ended June 30, 2009, the Company generated $23,168 of cash from operations. Cash provided from financing activities during the six months ended June 30, 2009 was $(23,136).

The Company has a modest cash balance and relies on loans from its CEO and principal stockholder to cover its working capital needs. OLBG’s ability to implement its business plan will be determined in part by its success or lack of success in raising additional capital through debt or equity sales.

RevenuesCost of goods / servicesGross ProfitOperating ExpensesLoss from operationsOther incomeNet LossDiluted EPS

---

1,780,172-1,780,172

102,342-1,677,830

-0.042

73,08160,46012,621

486,160-473,539

-9,236-482,775

-0.011

n/mn/mn/m

-73%n/mn/mn/mn/m

---

241,926 -241,926

-3,488-245,414

-0.006

178,256108,310

69,946 197,843 -127,897

-4,618-132,515

-0.002

n/mn/mn/m

-18%n/mn/mn/mn/m

2007 2008 % Chg H1 2008 H1 2009 % Chg

Income Statement, $

Source: SEC filings

CashTotal Current AssetsInternet domainTOTAL ASSETS

Total Current LiabilitiesTotal Stockholders’ Deficit

670670

4,9655,635

510,833-505,198

702702

4,9655,667

643,380-637,713

31-Dec-08 30-Jun-09

Balance Sheet, $

Source: SEC filings


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The Company is currently distributing its e-commerce site software offering though its web sites for an annual price of $383.52 for ShopFast™ DSD and $519.95 for ShopFast™ PC. Assuming the Company can build a customer base of 30,000 subscribers in 2010, with revenues per subscriber averaging $400, we estimate OLBG can generate $12 million in revenues in 2010.

Since the Company already has the software and technology infrastructure in place to support its subscriber base, the ramp-up in operating profits will be rapid as fixed overhead is spread across a growing list of merchant clients. OLB estimates gross margins on its ShopFast DSD and Shopfast PC businesses could exceed 85%.

Larger e-commerce industry peers were recently trading at forward Price/Sales multiples of 2.6 times revenues. While we believe OLG Group warrants a discount relative to this peer group due to its early development stage and start-up risks, we think the Company’s low-cost, turnkey e-commerce website services should prove very attractive to potential clients and facilitate rapid expansion in the subscriber base.

We are initiating coverage of OLB Group with a Speculative Buy rating and a $0.52 price target, based on a 2.5 times forward Price/Sales multiple and our 2010 revenue estimate.

Valuation

EasyLink Services Intl Corp.Art Technology GroupWeb.com Group, Inc.Constant ContactInternet Capital GroupeBay Inc. Amazon.com Inc. Median

ESICARTG

WWWWCTCTICGEEBAYAMZN

1.694.216.24

21.186.75

21.3284.20

44 560 164 600 248

27,510 36,360

n/m22.16

n/m235.33

n/m14.0350.1236.14

0.523.243.044.682.673.251.613.04

9.9219.14

n/m75.64

n/m13.1638.9819.14

0.532.952.653.432.103.001.352.65

Company NameJul-29-2009

Tickersymbol

Shareprice $ 2009 2009

P/E P/E2010 2010

Mrkt. Cap.$ Mn

Comparative analysis

Source: Yahoo Finance


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Limited operating history

The Company is in an early development stage, has a limited operating industry and has no meaningful revenues. There is no guarantee that OLBG will be able to attract enough customers to generate meaningful sales and profits.

Additional financing to continue operations

The Company’s weak liquidity position raise doubts about its ability to continue as going concern. OLBG must obtain additional equity or debt financing to implement its business plan. However, there is no assurance that OLBG will be able to obtain needed financing on favorable terms if at all.

Scalable infrastructure

Merchants depend on OLBG to provide a robust, reliable platform for e-commerce sales. Regular upgrades of its hardware and software, along with scalability of network infrastructure are critical for OLBG as it builds its customer base. System breakdowns or slowdowns as e-commerce traffic grows would adversely impact the Company’s growth opportunities.

Internet security regulation

The Internet is evolving into a sophisticated place prone to security/data integrity/authenticity and accessibility risks. If the Company is unable to guarantee the security of customer transactions, its business prospects would suffer. Regulations covering e-commerce taxation, data protection and other issues are continuously changing. It is possible future changes could adversely impact the Company’s business.

Risk Factors


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Management

Mr. Yakov has more than 20 years of graphic arts industry experience. He founded OLB.com, the Com-pany’s predecessor in 1993, and has served as CEO, President and as a director from its inception through the present. He took on the additional office of Interim CFO in 2007 and has been the sole director since 2003. During the period that the Company was subject to the Merger Agreement with MetaSource Group, Inc. (2002-2004), Mr. Yakov served only as an officer and director of the Company; he was never an officer or a director of MSGR. OLB.com grew in sales from approximately $200,000 in 1993 to approximately $3.2 million in 1997. Prior to founding OLB.com, Mr. Yakov owned design and production studios in Israel.

Ronny Yakov Chairman, President and CEO


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Disclaimer

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To the fullest extent of the law, we will not be liable to any person or entity for the quality, accuracy, completeness, reliability, or timeliness of the information provided in the report, or for any direct, indirect, consequential, incidental, special or punitive damages that may arise out of the use of information we provide to any person or entity (including, but not limited to, lost profits, loss of opportunities, trading losses, and damages that may result from any inaccuracy or incompleteness of this information).

We encourage you to invest carefully and read investment information available at the websites of the SEC at http://www.sec.gov and FINRA at http://www.finra.org.

All decisions are made solely by the analyst and independent of outside parties or influence.

I, Victor Sula, Ph.D, the author of this report, certify that the material and views presented herein represent my personal opinion regarding the content and securities included in this report. In no way has my opinion been influenced by outside parties, nor has my compensation been either directly or indirectly tied to the performance of any security listed. I certify that I do not currently own, nor will own and shares or securities in any of the companies featured in this report.

VictorSula,Ph.D.-SeniorAnalyst

Victor Sula, Ph.D. has held the position of Senior Analyst with several independent investment research firms since 2004. Prior to 2004, Mr. Sula held Senior Financial Consultant positions within the World Bank sponsored Agency for Restructuring and Enterprise Assistance and TACIS sponsored Center for Produc-tivity and Competitiveness of Moldova, where he was involved in corporate reorganization and liquidation. He is also employed as Associate Professor at the Academy of Economic Studies of Moldova. Mr. Sula earned his Ph.D. degree in 2001 and bachelor’s degree in Finance in 1997 from the Academy of Economic Studies of Moldova. Mr. Sula is currently a level III candidate in the CFA program.

The OLB Group, Inc.

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