UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction
of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer
Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| |
Item 4.01 Change in Registrant’s Certifying Accountant
On July 15, 2024, the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of The OLB Group, Inc. (the “Company”) decided to not engage Mac Accounting Group & CPAs, LLP (“MAC”), the Company’s independent registered public accounting firm, for the Company’s audit and therefore dismissed the firm effective immediately. During the fiscal year ended December 31, 2023, MAC’s audit reports on the Company's financial statements did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal year ended December 31, 2023 and the subsequent period through the date of this Current Report on Form 8-K, (i) there were no disagreements between the Company and MAC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to MAC’s satisfaction, would have caused MAC to make reference in connection with MACs report to the subject matter of the disagreement; and (ii) there were no “reportable events” as the term is described in Item 304(a)(1)(v) of Regulation S-K, except for the disclosure of material weaknesses in the Company’s internal controls over financial reporting as disclosed in Part II, Item 9A of the Company’s Form 10-K for the year ended December 31, 2023.
The Company provided MAC with a copy of the disclosures that the Company is making in response to Item 4.01 on this Current Report on Form 8-K, and requested that MAC furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter from MAC, dated July 17, 2024 is filed as Exhibit 16.1 to this Current Report on Form 8-K.
On July 15, 2024, the Committee approved the engagement of RBSM LLP (“RBSM”) as the Company’s new independent registered public accounting firm, effective immediately. During the fiscal years ended December 31, 2023 and 2024 and through the date of this Current Report on Form 8-K, neither the Company nor anyone acting on its behalf consulted RBSM with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, nor the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or a “reportable event” as described in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter to Securities and Exchange Commission from Mac Accounting Group & CPAs, LLP | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
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 hereunto duly authorized.
Dated: July 17, 2024
| THE OLB GROUP | ||
| By: | /s/ Ronny Yakov | |
Name: |
Ronny Yakov | |
| Title: | Chief Executive Officer | |
2