ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 033-26828

SOURCE FINANCIAL, INC.

(Exact name of registrant as specified in its charter).

Delaware		80-0142655
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

Level6/97 Pacific Highway North Sydney NSW 2060 Australia
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +61 2 8907-2500

Securities registered under Section 12(b) of the Act:

Title of each class:		Name of each exchange on which registered:
None		None

Securities registered under Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No o

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter ended December 31, 2012: $1,744,054

As of October 15, 2013, the registrant had outstanding 9,961,637 shares of common stock.

Documents Incorporated by Reference: None.

		Page
Part I
Item 1.	Business.	1
Item 1A.	Risk Factors.	11
Item 2.	Properties.	22
Item 3.	Legal Proceedings.	23
Item 4.	Mine Safety Disclosures	23
		23
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	23
Item 6.	Selected Financial Data.	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	33
Item 8.	Financial Statements and Supplementary Data.	33
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	36
Item 9A.	Controls and Procedures.	37
Item 9B.	Other Information	38

Part III
Item 10.	Directors, Executive Officers and Corporate Governance.	38
Item 11.	Executive Compensation.	43
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	46
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	47
Item 14.	Principal Accounting Fees and Services.	48

Part IV
Item 15.	Exhibits, Financial Statement Schedules.	49

SIGNATURES		51

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions, or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases such as “anticipate,” “believes,” “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “intends,” and similar words or phrases. Accordingly, these statements are only predictions and involve estimates, known and unknown risks, assumptions, and uncertainties that could cause actual results to differ materially from those expressed in them. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of several factors more fully described under the caption “Risk Factors” and elsewhere in this prospectus, including the exhibits hereto.

Any or all of our forward-looking statements in this Report may turn out to be inaccurate. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates, or expectations contemplated by us will be achieved. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance, or achievements expressed or implied by the forward-looking statements.

All forward-looking statements are necessarily only estimates of future results, and actual results may differ materially from expectations. You are, therefore, cautioned not to place undue reliance on such statements which should be read in conjunction with the cautionary statements that are included elsewhere in this report. In particular, you should consider the numerous risks described in Item. 1A of this Report under the caption “Risk Factors.”. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

USE OF CERTAIN DEFINED TERMS

Except where the context otherwise requires and for the purposes of this report only:

	·	“AUD” or AU Dollar” refer to the legal currency of Australia;
	·	the “Company,” “we,” “us,” and “our” refer to the combined businesses of Source Financial, Inc., a Delaware corporation, and its subsidiaries, Moneytech Limited, an Australian company (“Moneytech”) and its subsidiaries, WikiTechnologies, Inc., a Delaware corporation (WikiTechnologies”), and Moneytech USA, Inc., a Delaware corporation.
	·	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
	·	“SEC” refers to the Securities and Exchange Commission;
	·	“Securities Act” refers to the Securities Act of 1933, as amended;
	·	“Series B Shares” refers to the Company’s Series B Preferred Stock; and
	·	“U.S. dollars,” “dollars”, “USD” and “$” refer to the legal currency of the United States.

All share and per share information in this Annual Report on Form 10-K give effect to a 1-for-100 reverse stock split of our common stock that became effective on March 21, 2013.

Acquisition of Moneytech

On June 30, 2013, we acquired 100% of the outstanding shares of Moneytech Limited, an Australian company (“Moneytech”), pursuant to a Share Exchange Agreement (the “Exchange Agreement”) by and among the Company, Moneytech, Marco Garibaldi (“Garibaldi”), Edward DeFeudis (“DeFeudis”) and Hugh Evans (“Evans”), individually and on behalf of the shareholders of Moneytech (the “Moneytech Shareholders”), in exchange, for 5,300,000 shares of the Company’s common stock (the “Share Exchange”). As a result of the Share Exchange, Moneytech became our wholly-owned subsidiary and the Moneytech Shareholders acquired shares representing approximately 50% of our outstanding shares of common stock on a fully diluted basis.

In connection with our acquisition of Moneytech, we issued 5,000 shares of our Series B Preferred Stock to Hugh Evans, the Chairman and Managing Director of Moneytech. The holder of the Series B Shares has the right, until June 30, 2018, to (A) elect the majority of our Board of Directors and (B) vote on all other matters presented to the holders of common stock (the “Common Shareholders”), with each Series B Share having a number of votes equal to 1,000 shares of common stock. After June 30, 2018, the Series B Shares will have no voting rights and we will have the right to purchase the Series B Shares at a per share price equal to one tenth of a cent ($0.001). Thus, as the holder of the Series B Shares and the holder of approximately 46.80% of our voting shares, Mr. Evans has effective control over the composition of our Board of Directors until June 30, 2018.

In connection with the Share Exchange, Marco Garibaldi, our former Chairman and Chief Technology Officer, deposited in escrow 1,120,000 shares of our common stock (the “Garibaldi Shares”) and Edward DeFeudis, our former President, Chief Executive Officer and Chief Financial Officer, deposited in escrow 1,120,000 shares of our common stock (the “DeFeudis Shares,” together with the Garibaldi Shares, the “GD Escrow Shares”), and we deposited in escrow all outstanding shares of the common stock of WikiTechnologies, Inc. (the “WikiTechnologies Escrow Shares,” and together with the GD Escrow Shares, the “Escrow Shares”).

During the term of the Escrow Agreement, the operations of WikiTechnologies will be directed by Messrs. Garibaldi and DeFeudis. If during the twelve-month period commencing July 1, 2013 (the “Earn-Out Period”), WikiTechnologies achieves revenues of $4.2 million, a gross profit percentage of 25% and breaks even (the “Benchmarks”), the Garibaldi Shares and DeFeudis Shares will be returned to Messrs. Garibaldi and DeFeudis and the WikiTechnologies Shares will be returned to us. If the Benchmarks are not met during the Earn-Out Period, at our option, the Garibaldi Shares and DeFeudis Shares will be cancelled and returned to treasury, and the WikiTechnologies Escrow Shares will be delivered to Messrs. DeFeudis and Garibaldi, and we will no longer own WikiTechnologies. Further, if, at any point during the Earn-Out Period, we sell WikiTechnologies, cause WikiTechnologies to merge with another entity, or dispose of the assets of WikiTechnologies, or take any other action to compromise the ability of WikiTechnologies to meet the Benchmarks, the Benchmarks will be deemed to have been achieved, and the Garibaldi Shares and DeFeudis Shares will be returned to Messrs. Garibaldi and DeFeudis. Under the terms of the Exchange Agreement, we are under no obligation to take affirmative action to further the objectives of WikiTechnologies, except that we have agreed to seek to raise up to $2,000,000 in a private placement and to allocate one-half of the first $800,000 of net proceeds and the next $200,000 of net proceeds to the business of WikiTechnologies. In addition, the Exchange Agreement provides that at any time during the Earn-Out Period our Board of Directors in its discretion may determine that we will keep WikiTechnologies and cause the Garibaldi Shares and DeFeudis Shares to be delivered to Messrs. Garibaldi and DeFeudis.

As a result of the consummation of the Share Exchange Agreement, the shareholders of Moneytech in combination with Evans, became our controlling stockholders. Consequently, the Share Exchange has been accounted for as a recapitalization of Moneytech effected by a share exchange in which for accounting and financial reporting purposes Moneytech is considered the acquirer. Consequently, the historical consolidated financial statements of Moneytech are now our historical financial statements, and the assets and liabilities of Source as of June 30, 2013, have been brought forward at their book value and no goodwill has been recognized.

The following chart reflects our organizational structure as of the date of this Report.

Our principal executive offices for Australia are located at Level 6/97 Pacific Highway, North Sydney NSW 2060, Australia, and our telephone number is +61 2 8907-2500. Our Internet address is www.sourcefinancial.com. Information on, or accessible through, our website is not part of this report.

We provide commercial asset based lending including accounts receivable and trade financing and other financial services to small to medium sized businesses and individuals with a focus on utilizing cutting edge technology to deliver these services. Our services are offered in Australia through Moneytech and its subsidiaries and in the United States through WikiTechnologies.

Moneytech commenced operations in 2003 as an Australian based, technology driven, commercial finance company. Moneytech has a AUD$50 million securitized wholesale debt facility (the “Wholesale Facility,” “Receivables Purchase Agreement” or “RPA”) with the structured finance division of one of the four leading Australian banks. Moneytech uses the Wholesale Facility to offer asset backed, trade finance or accounts receivable finance and working capital solutions to small and medium enterprises (‘SME’s’) throughout Australia. Moneytech has been in operation for over ten years and has operated profitably in five of the last six years.

To distinguish itself from traditional asset backed lenders, and to manage and facilitate the advance of money to its customers, Moneytech has developed, operates and maintains its own real time core money transfer platform called The Moneytech Exchange. The Moneytech Exchange stores and tracks every invoice and payment entered into the system and automatically communicates with the major Australian transactional banks to settle thousands of transactions per day, in real time. The Moneytech Exchange is fully automated, real time and online. Human intervention only occurs to manage exceptions and provide necessary transaction approvals or authorizations. The Moneytech Exchange provides significant benefits over traditional non-technology based systems such as:

●	Simple, secure two factor authenticated login to initiate transactions through the web;
●	Automatic processing up to pre-approved limits;
●	Same day settlement for all transactions;
●	Real-time reporting for all parties to each transaction, allowing for easy record keeping, reconciliation and auditing; and
●	Parameters can be assigned to each transaction to vary the cost, settlement timeframe and interest rate, depending on the industry, product, payment terms or any other criteria.

Moneytech has invested approximately AUD$10 million developing this technology banking platform and continues to invest in research and development to expand and improve its technology and product suite to maintain and further its competitive position.

Moneytech has delivered year on year revenue growth since its foundation. In the twelve months ended June 30, 2013 Moneytech funded lines of credit in excess of $270 million, a 67.7% increase from the $161 million in lines of credit provided in the twelve months ended June 30, 2012, and anticipates increased funding and continued growth in new lines of credit in the twelve months ended June 30, 2014. Moneytech has built a portfolio of more than 5,000 high-quality business customers with its existing range of financing solutions and has experienced strong organic growth since inception.

With the addition of growth capital, Moneytech will seek to accelerate its growth by expanding its customer base, decreasing its cost of funds and achieving a greater degree of autonomy over its credit policies in the Australian market and in the United States.

Moneytech is an Australian Financial Services License (“AFSL”) holder and BPAY (bill pay) Authorized PIM (“Payment Institution Member”).

WikiTechnolgies has developed and offers on-line financial services through two platforms: WikiPay, a simple, low-cost alternative to other mobile and online payment solutions; and WikiLoan, a low-cost peer-to-peer lending solution.

WikiPay is a proprietary fee-based mobile Peer-to-Peer payment system that allows mobile and online Peer-to-Peer, Business-to-Consumer, Consumer-to-Business and Business-to-Business payments through its website www.wikipay.com and mobile website m.wikipay.com. WikiPay empowers users to perform real-time payments, scheduled payments, account inquiries for balance and transaction history, bill payment initiation, notifications and alerts, and transaction security verifications.

WikiLoan is a proprietary fee-based Peer-to-Peer lending site that introduces borrowers who want to borrow $25,000 or less, to those interested in making such loans and provides tools that enable interested lenders to evaluate the creditworthiness of borrowers based upon criteria which include credit scores, existing debt levels and intended use of funds. The WikiLoan website, www.wikiloan.com, offers loan documentation, promissory notes, repayment schedules, email reminders, online account access and online repayment.

Source Financial, Inc., formerly known as Wiki Group, Inc., was incorporated on June 24, 1988 under the laws of the State of Delaware under the name Windsor Capital Corp.

In February 2008, we became an Internet person-to-person lending service as a result of our acquisition from Spider Investments, LLC, of all right, title and interest in and to www.swapadebt.com, a person-to-person lending website, in consideration for shares of our common stock. At the time of the acquisition, Edward DeFeudis was our Chairman, President and CEO, and was a principal in and the managing member of Spider. In connection with the acquisition, we also issued shares of our common stock to a company owned by Marco Garibaldi for services rendered and to be rendered by Mr. Garibaldi. As a result of the transaction, Mr. DeFeudis was the beneficial owner of shares representing approximately 49.8% of our then outstanding common stock, and Mr. Garibaldi was the beneficial owner of shares representing approximately 30.3% of our then outstanding common stock.

On May 4, 2011, we authorized a 10 for 1 forward split of our common stock and increased the number of our authorized shares of common stock to 750,000,000. On July 31, 2011, we authorized a 1-for-10 reverse stock split and reduced the number of our authorized shares of common stock to150,000,000.

On February 10, 2012, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), we acquired all of the outstanding equity of WikiPay, Inc., in exchange for shares of our Series A Preferred Stock (the “Series A Preferred Shares”) convertible into sixty percent (60%) of our then outstanding shares of common stock on a fully diluted basis. At the time of the acquisition, Mr. Garibaldi, our then Chief Executive Officer, was the Chief Financial Officer and a director of WikiPay and the owner of 37% of the outstanding shares of WikiPay, and Mr. DeFeudis, our then Chairman, Chief Financial Officer and a director of our company, was the Chief Executive Officer and a director of WikiPay and the owner of approximately 35% of the then outstanding shares of WikiPay. Of the shares of Series A Preferred Stock issued pursuant to the Merger Agreement, 37% were issued to Mr. Garibaldi and approximately 35% were issued to Mr. DeFeudis.

On February 6, 2012, we increased the number of our authorized shares of common stock to 250,000,000.

On December 7, 2012 we increased the number of our authorized shares of common stock to 500,000,000.

On March 21, 2013, we effected a 1-for-100 reverse split of our authorized and issued common stock and changed our corporate name to Source Financial, Inc.

On October 3, 2013, we amended and restated our certificate of incorporation to decrease the number of our authorized shares of common stock and preferred stock to 50,000,000 and 1,000,000, respectively.

Credit Express offers approved businesses, including retailers, resellers, wholesalers and manufacturers (“Buyers” or “Sellers”), commercial lines of credit and provides them access to the Moneytech Exchange. Through the Moneytech Exchange, Moneytech allows pre-approved Buyers and Sellers to automatically access financing up to pre-approved limits when a Buyer purchases inventory from a Seller. Moneytech’s client may be either the Buyer or Seller, depending upon which party requests the financing and only the party which requests the financing needs to be pre-approved.

Each transaction is conducted electronically and is based on predetermined criteria to ensure that the Moneytech receivable is acceptable to the provider of its Wholesale Facility. By utilizing Credit Express:

	·	Buyers are able to fund the purchase of inventory with Moneytech delivering the proceeds directly to the Seller’s bank account; or
	·	Sellers can fund working capital without having to wait for Buyers to pay invoices. After paying the Seller directly for the goods, Moneytech assumes the risk and collects the money from the Buyer, relieving the Seller of collection costs and cash flow challenges.

In recent years, this particular product has become a popular alternative to institutional bank based borrowing.

Confirmed Capital is unique in its accounts receivable/asset backed financing capability in that Moneytech funds 100% of the face amount of invoices on the day each transaction is conducted. This is more flexible than other accounts receivable financiers who typically provide a maximum of 80% of the invoice value and release funds periodically. Furthermore, Moneytech has the ability to electronically track transactions against individual invoices, decreasing Moneytech’s risk of loss and increasing its efficiency.

For both Credit Express and Confirmed Capital, customers have agreed repayment terms (which may include an interest free period) for repayment of the amount advanced by Moneytech. In addition to an ownership or security interest in the goods which are the subject of a transaction or an interest in the receivable, Moneytech often secures the credit provided by having its customer grant additional liens on all or a portion of its assets. Moneytech generates profits by charging an interest on the amounts funded above its own cost of funds and by charging service fees on transactions and account management fees. To the maximum extent possible Moneytech seeks to pass along to its customers at a mark up, every fee incurred by it under the Wholesale Facility. Further, to the extent the Wholesale Facility requires that Moneytech deposit funds to secure its lender, it requires its customers to fund such deposits.

mPayments Pty Ltd – Payment Processing, Point of Sale and Payment Aggregation Solutions

The Moneytech Exchange, initially developed to facilitate the movement and tracking of money against debtor and trade finance facilities, affords Moneytech a platform to conduct transactions and disburse funds to multiple beneficiaries in real time. A logical extension of this capability is to employ Moneytech’s technology to facilitate payment aggregation and money movement where existing transactional banking facilities are not adequate or are cost prohibitive or inefficient. These activities will be conducted by Moneytech’s subsidiary mPayments Pty Ltd (“mPay”), which Moneytech anticipates will become an additional revenue source as businesses and, potentially individual consumers, seek both efficiencies and a point of difference in making payments. Moneytech has already been engaged to bring a Point of Sale solutions suite (including Gift Cards and BPAY and Parcel Pickup) to Australian newspaper outlets, with a pilot of 6 stores already operational. There are approximately 5,000 newspaper outlets in Australia which, in addition to newspapers and magazines, distribute cigarettes, snacks and similar items.

Moneytech is authorized to distribute Visa and ‘eftpos’ (Electronic Funds Transfer at Point of Sale) Gift and Prepaid Cards. To do this, Moneytech has partnered with another Australian bank and Authorized Deposit taking Institution to deliver Gift and Prepaid Card solutions to the market.

In addition, Moneytech recently applied for and secured its own Australian Financial Services License (“AFSL”) allowing it to further develop its financial services business and product suite. Moneytech now has the ability to issue Non Cash Payment Products (which includes gift and prepaid cards, loyalty and rewards programs) in its own right for the benefit of its business partners. As an example, in 2012, Moneytech was engaged by a major computer reseller to manage and distribute a Gift Card cash back rewards program. The customers were offered a Gift Card as an incentive for purchasing certain laptops. This program resulted in the issuance and distribution of over 30,000 Gift Cards in a 6 month period.

Moneytech’s mPay and Card Solutions businesses both represent significant growth opportunities without the credit risk associated with Credit Express and Confirmed Capital. Moneytech will earn a fee on all cards issued or each transmission of funds, representing significant revenue opportunities. Moreover, the technology necessary for these businesses has been completed. Commercialization of these products will begin in earnest once Moneytech has obtained the necessary funds.

360 Markets Pty Ltd: Foreign Exchange Services

Moneytech recently secured its entry into the Foreign Exchange market by investing in 360 Markets Pty. Limited (“360 Markets”). 360 Markets is a foreign exchange business started in 2010 by a senior foreign exchange dealer previously employed by the Commonwealth Bank of Australia, the largest Australian commercial bank.

The significance of the relationship between Moneytech and 360 Markets is exemplified by the number of Moneytech’s existing clients that desire (as part of their business operations funded by Moneytech) to pay overseas suppliers/manufacturers in currency other than Australian Dollars. 360 Markets, as an Authorized Representative of Moneytech, has the capacity to offer Moneytech’s existing clients’ foreign exchange solutions as well as sourcing a suite of new clients and opportunities.

Given the growth in international trade, there are significant synergistic growth opportunities given the parallel relationship between 360 Markets (as an FX provider) and Moneytech (as a financial services provider). 360 Markets will also provide a natural hedge against any funds Moneytech might borrow outside of Australia. Moneytech intends to devote a significant portion of its marketing efforts to developing this branch of its business.

WikiPay is available to users in all 50 United States and enables consumers, banked or unbanked, with a PC or mobile device to send money, anytime, anywhere.

WikiPay is targeted at the under-banked population in the United States, estimated to be 70 million people who currently utilize check cashing and other money transfer alternatives. WikiPay was created to take advantage of the emerging trends in mobile phone use, text messaging, banking, electronic payment systems and direct marketing. Mobile phone adoption of payment systems has been swift and widespread and continues to grow and we believe that offering users financing and payment options via mobile phone is the way forward.

On April 19, 2013, we signed a contract with a business developer to integrate the WikiPay product suite into its Point-of-Sale technology which will be distributed to a network of more than 30,000 bodegas throughout the United States.

WikiLoan is a proprietary fee-based Peer-to-Peer lending site that introduces borrowers who want to borrow up to $25,000 to lenders interested in making such loans, and provides tools that enable interested lenders to evaluate the creditworthiness of borrowers based upon criteria which include credit scores, existing debt levels and intended use of funds. The WikiLoan website, www.wikiloan.com, offers loan documentation, promissory notes, repayment schedules, email reminders, online account access and online repayment.

WikiLoan borrowers generally seek loans of from $500 and $25,000, with the average loan likely to be between $5,000 and $7,500. WikiLoan lenders generally seek returns in the range of 10.0% to 16.0%.

WikiTechnologies provides identity and credit verification of borrowers and allows lenders to select the types of borrowers they wish to consider for loans. The process of credit, background and identity checks, processing of loan applications, tracking of loan payments, and other related functions are handled on an automated for fee basis, which allows WikiTechnologies to operate with low overhead costs and generate significant operating margins on each transaction.

Facilitators of Peer-to-peer loans, such as us, profit from the fees they charge borrowers and lenders to make and service the loan, and not from a particular loan's interest rate. These companies also provide services such as checking a borrowers' credit rating and contracting with third parties to collect on defaulted loans. The Company charges borrowers a $24.95 “Borrower Application Fee”. Lenders pay an annual “Lender Administration Fee” of $9 per loan of which they are a lender. Users of the website will also pay a $0.99 “EFT/ACH Transfer Fee” for all ACH transactions. While these fees constitute the initial revenue model, we believe it is highly likely that the Company will develop additional revenue streams in the future, including but not limited to website advertising, credit card and auto loan origination and/or referral fees.

Moneytech operates in the commercial financial services market in Australia, targeting small to medium businesses (revenues between $1million and $100 million) for their asset backed lending solutions (including trade and accounts receivable finance) generally seeking loans of up to $5 million. Any business involved in the provision of products or services to other businesses which requires funds to grow or that is not satisfied with its existing finance provider is a candidate for a Moneytech financial solution. Businesses sourcing their products overseas for resale to business in Australia are a particularly good fit, as Moneytech is able to assist them with the payment of their overseas supplier, the hedging and conversion into a foreign currency, and the conversion of their receivables into cash.

Moneytech believes that banks and other financial institutions in Australia are continuing to tighten their lending criteria and increasing the minimum size of the loans they are willing to make, creating opportunities for Moneytech to offer its services to an increasing number of potential borrowers.

We developed “WikiPay” to compete worldwide in the $240 billion annual mobile payment industry. WikiPay’s initial target market includes Internet users in the U.S. We intend to expand WikiPay into the international market, where mobile usage has significantly outpaced online usage. Many consumers in developing countries have few options for banking and communications services and rely entirely on wireless devices and carriers for communication. A growing segment of the U.S. population does not have access to bank-type services and uses alternative services to facilitate transfers and payments.

We developed “WikiLoan” to compete worldwide in the Peer-to-Peer Lending industry. Peer-to-peer banking systems eliminate the overhead and inefficiencies of traditional banks. Peer-to-peer lending, also known as person-to-person lending or social lending, is defined as the undertaking of financial transactions, primarily comprised of lending and borrowing, that is executed directly between individuals or “peers” without the intermediation or participation of a traditional financial institution. For many individual borrowers, some of whom possess little or no collateral or have unfavorable credit scores, peer-to-peer lending offers one of the only opportunities to access needed capital. Person-to-person lending involves individual borrowers seeking loans from ordinary people looking to invest their money by lending it to other individuals.

To date Moneytech has grown its credit line portfolio largely by word of mouth recommendations from its customers to other businesses. Only recently has Moneytech hired a business development officer (BDO), formerly with Commonwealth Bank of Australia, to actively seek out potential borrowers. This BDO will work with providers of products and services to small and medium businesses, such as traditional banks, lawyers and accountants to develop a referral network. As financing becomes available we will engage in select media advertising in key metropolitan markets and increase our internet advertising.

The Moneytech Exchange has been developed to the point where Moneytech can offer its customers funds transfer services (mPay)’s, debit and gift cards solutions and foreign exchange services. Moneytech has begun to offer these services on a limited basis and will seek to increase its marketing of these services as the necessary funds become available. In determining which product to market, we will analyze the market potential for each of these products to determine which can more readily achieve positive cash flow and allocate our marketing dollars accordingly.

WikiTechnologies seeks to market its products and services to the ultimate consumer through strategic alliances with companies that have user bases both in the United States and abroad. The Company also relies upon merchant aggregators, companies who service large numbers of merchants, such as bodegas, to demonstrate its products to those of their merchant/customers who could benefit from lower costs and better access to their customers to improve customer service, increase cross-selling opportunities, improve speed of collections and, as a result, increase customer retention.

In addition to its efforts to form strategic alliances, as funds become available, WikiTechnologies will launch an online advertising campaign with a combination of banner ad placements on popular websites and listings on major search engines. If sufficient funding becomes available, the marketing effort will expand to include press releases, television interviews, newspaper and magazine articles, and features in online banking and financial information websites.

The commercial finance and financial service industry in Australia has traditionally been dominated by the Big 4 Australian banks— Commonwealth Bank, Westpac Banking Corporation, Australia and New Zealand Banking Group and National Australia Bank. More recently, these banks have been decreasing the loans and other financial services provided to smaller businesses, preferring to service larger customers or act as the lender to companies such as Moneytech which then deal directly with smaller businesses. Nevertheless, the competition to provide financing to small and medium sized businesses remains intense. Competitive factors vary depending upon the financial services products offered, the nature of the customer and geographic region. Competitive forces may limit our ability to charge our customary fees and raise fees to our customers in the future. Pressure on our margins is intense and we cannot assure you that we will be able to successfully compete with our competitors. We are currently an insignificant competitor in our industry, which includes national, regional and local independent banks and finance companies and other full service financing organizations. Many of these competitors are larger than we are and have access to capital at a lower cost than we do.

There are numerous money center, regional and independent banks within and without the United States that offer their customers the ability to transfer funds online or through mobile devices. It should be assumed that it will be very difficult to attract customers of these institutions to make significant, if any, use of WikiPay.

In addition, there are numerous large well-known businesses throughout the world that offer the “unbanked” population the ability to cash checks, pay bills and send money overseas. These include such well capitalized businesses as Western Union and Moneygram International, Inc. More recently, various internet based companies have developed various services for the payment of bills and transfer of funds online and through mobile devices, among the more well known providers of such services in the United States are PayPal, a wholly owned subsidiary of eBay, and Obopay. The products and services offered by these companies have various features intended to provide a competitive edge. In the case of Paypal and Obopay, each requires the customer to have a credit card, debit card or arrange for a bank debit to fund the account. In addition, there are numerous companies outside the United States that have developed applications to allow consumers to transfer money through their mobile phones.

WikiPay is currently an insignificant competitor in the funds transfer business. Many of its competitors are larger enterprises or divisions of significantly larger well known companies having greater financial, marketing, technical and human resources and name recognition than us.

There are numerous companies that offer products and services competitive with WikiLoan. Included among these are Lending Club, Lending Tree, Prosper Marketplace and Zopa. In addition, to the extent WikiLoan is viewed as a service which matches potential borrowers and lenders, it competes with word of mouth and other traditional ways in which borrowers have found lenders and investors have found suitable investments.

Most of these companies are larger enterprises or divisions of significantly larger companies having greater financial, marketing, technical and human resources and name recognition than us.

Government Regulation

To management’s knowledge, receivables and purchase order financing in the style provided by Moneytech in Australia is not a regulated industry in Australia, as Moneytech does not make loans. Nevertheless, if any of the transactions entered into by us are deemed to be loans or financing transactions instead of a true purchase of accounts receivable, then various local laws and regulations would become applicable to our activities and could limit the fees we are able to charge our customers and may subject us to penalties. If laws applicable to lenders were to be applied to our activities, they would:

•	regulate our credit granting activities, and subject us to various licensing requirements applicable in various jurisdictions,
•	require disclosures to customers,
•	govern our collections policy and our activities to realize upon our security,
•	set or require modifications to our collection, foreclosure, repossession and claims handling procedures and other trade practices,
•	prohibit discrimination in the extension of credit, and
•	regulate the use and reporting of information related to a client’s credit experience and other data collection.

This could have a material adverse effect on our business, financial condition, liquidity and results of operations. See “Risk Factors.”

WikiTechnologies’ payments business is subject to various laws and regulations throughout the world, including those governing funds transmission, electronic funds transfers, money laundering, terrorist financing, sanctions, consumer protection, banking and lending. Some of these regulations impose recordkeeping requirements and require that we report suspicious transaction involving amounts as low as $2,000. The legal and regulatory requirements that apply to our payments business vary in the markets where we operate. While we strive to comply with applicable laws and regulations, there can be no assurance that we will not be subject to criminal indictment, fines or other enforcement actions in one or more jurisdictions or be required to make changes to our business practices or compliance programs to comply with laws and regulations as they currently exist or may be promulgated in the future.

Wikipay is a Money Service Business, which we operate as an authorized agent of PreCash. Inc. PreCash, Inc. is a licensed money transmitter headquartered in Houston, Texas. To date, as an agent of PreCash, we have obtained licenses to operate as a money transmitter in 43 U.S. states and the District of Columbia. As a licensed money transmitter, we are subject to restrictions on our investment of customer funds, reporting requirements, bonding requirements, and are subject to inspection by state regulatory agencies. If we were found to be in violation of money services laws or regulations, we could be subject to fines, have restrictions placed on our operations be forced to cease doing business with residents of certain states, or be required to obtain additional licenses or regulatory approvals that could impose a substantial cost on us or require that we change our business practices. Any change to WikiPay's operations that makes the service less attractive to customers or prohibits its use by residents of a particular jurisdiction could further harm our business.

Although there have been no definitive interpretations to date, WikiPay has taken actions as though its service is subject to the Electronic Fund Transfer Act and Regulation E of the U.S. Federal Reserve Board. Under such regulations, among other things, WikiPay is required to provide advance disclosure of changes to its service, to follow specified error resolution procedures and to reimburse consumers for losses from certain transactions not authorized by the consumer. WikiPay seeks to pass most of these losses on to the relevant merchants, but WikiPay incurs losses if the merchant does not have sufficient funds in its WikiPay account. Additionally, even technical violations of these laws can result in penalties of up to $1,000 for each non-compliant transaction or up to $500,000 per violation in any class action, and we could also be liable for plaintiffs' attorneys' fees.

To management’s knowledge, WikiLoan is not a regulated business; as we only provide loan documentation, promissory notes, repayment schedules, email reminders, online account access, and online repayment. We do not make loans. Nevertheless, if any of the transactions entered into by us are deemed to be loans or financing transactions by a court of law, then various state laws and regulations would become applicable to us and could limit the fees and other charges we are able to charge our customers and may further subject us to any penalties under such state laws and regulations. These laws would also:

•	regulate credit granting activities, including establishing licensing requirements, if any, in various jurisdictions,
•	require disclosures to customers,
•	govern secured transactions,
•	set collection, foreclosure, repossession and claims handling procedures and other trade practices,
•	prohibit discrimination in the extension of credit, and
•	regulate the use and reporting of information related to a seller’s credit experience and other data collection.

Intellectual Property

Our intellectual property, which includes software and trade secrets, trademarks, copyrights and domain names, software and trade secrets, is key to our success. We have expended significant amounts developing the software which constitutes the Moneytech Exchange, WikiPay and WikiLoan. We have obtained no significant patents protecting these or our other products but rely upon trade secret laws in Australia and the United States. We routinely seek to protect our proprietary rights by entering into confidentiality and non-disclosure agreements with our employees, contractors, customers and other parties with whom we conduct business in order to protect our proprietary information.

In addition to our software we have developed and use trademarks registered in Australia and the United States, particularly relating to corporate, brand and product names. Registration of a trademark in Australia, as in the United States, affords the owner nationwide exclusive trademark rights in the registered mark in the country of registration and the ability to prevent others from using the same or similar marks. However, to the extent a common law user has made prior use of the mark in connection with similar goods or services in a particular geographic area, the nationwide rights conferred by federal registration would be subject to that geographic area. We continue to seek to develop goodwill and brand recognition for our trademarks in Australia and the United States, and we intend to register additional trademarks in foreign countries where our products or services are or may be sold or used in the future. We cannot assure you, however, that our current trademarks or any trademarks we may use or register in the future will afford us any significant competitive advantage.

In recent years, many software companies have filed applications for patents covering their technologies. Many of these patents have yet to be litigated. Other competitors may develop technologies that are similar or superior to our technology and may receive and seek to enforce patents on such technology. We are not aware of any issued or pending patents that may be asserted against us.

Research and Development

To date we have invested approximately AUD$10 million developing the Moneytech Exchange. We continue to invest in research and development to expand and improve our technologies and product suite in order to maintain and further our competitive advantage.

As of October 14, 2013, we had a total of 17 full time employees, 1 part time employee, 8 full-time contractors and 4 part-time program developers based in India. Of the 17 employees, 13 full time employees and the one part time employee were engaged in our Australian operations and 3 were devoted to WikiTechnologies. Three of the full time contractors are responsible for ongoing development and upgrades of Moneytech’s systems and the balance of the full time contractors along with the part time programmers are continuing the development of and servicing the systems of WikiTechnologies.

None of our employees are parties to a collective bargaining agreement. We consider our relationship with our employees to be satisfactory.

Item 1A. Risk Factors.

Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as all of the other information contained in this Report, including our consolidated financial statements, and the related notes thereto, and Management’s Discussion and Analysis of Financial Condition and Results of Operations, before investing in our common stock. The occurrence of any of the conditions described in the following risks could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flow. In such case, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business

Adverse economic conditions in Australia, the United States and worldwide may negatively impact our results.

We are subject to changes in general economic conditions that are beyond our control. During periods of economic slowdown, delinquencies, defaults, and losses, generally increase while collections decrease. These periods may also be accompanied by increased unemployment rates and decreased consumer demand, which negatively impact businesses being lent to, weakening the collectability of the purchase orders we finance, increasing the risk that an event of default from one of our customers will eventuate in a loss. In addition, during an economic slowdown or recession, our servicing costs may increase without a corresponding increase in our finance charge income. Furthermore, our business is significantly affected by monetary and regulatory policies of the Reserve Bank of Australia, the Australian Federal Government and its agencies, the U.S. federal government and the US Federal Reserve. Changes in the policies of the institutions are influenced by macroeconomic conditions and other factors that are beyond our control and could have a material adverse effect on us through interest rate changes, costs of compliance with increased regulation, and other factors.

The process we use to estimate losses inherent in our credit exposure requires complex judgments, including analysis of individual industries, forecasts of economic conditions and how those economic conditions might impair the ability of our borrowers to repay their loans. The degree of uncertainty concerning economic conditions may adversely affect the accuracy of our estimates, which may, in turn, impact the reliability of the process and the quality of our assets.

Our business could be negatively impacted if our access to funding is reduced.

We have available an AUD$50 million Wholesale Facility with an Australian “Big Four” bank which is renewed annually on an agreed anniversary date. The next anniversary date is December 31, 2013. We have indicated to the Bank our desire to renew the facility and are awaiting the Bank’s determination. We cannot guarantee that the RPA will be renewed on the current maturity date or thereafter, on reasonable terms, or at all. We require additional capital or the expansion of our borrowing capacity to substantially increase the aggregate amount of credit lines we provide. The availability of additional financing depends, in part, on factors outside of our control, and the availability of bank liquidity in general. We may also experience the occurrence of events of default or breach of financial covenants, which could reduce our access to funding. In the event of a sudden or unexpected shortage of funds in the banking system, we cannot be sure that we will be able to maintain necessary levels of funding without incurring high funding costs, a reduction in the availability of financing or the liquidation of certain assets.

Downsizing the scale of our business would have a material adverse effect on our financial position, liquidity, and results of operations.

Our business could be negatively impacted if we no longer receive grants from the Australian Government.

A significant portion of the amounts paid to develop the Moneytech Exchange represents funds received from the Australian Government pursuant to a research and development grant program. As we grow, we may no longer be eligible for such grants. The inability to receive grants in the future commensurate with those received in the past could force us to reduce the amounts spent on research and development and could adversely affect our business and our financial results.

Our indebtedness and other obligations are significant and impose restrictions on our business.

We have a significant amount of indebtedness and are dependent upon our Wholesale Loan Facility. Our Facility imposes various constraints on the operation of our business, reduces operational flexibility and creates default risks. Our receivables purchase facility contains a cash reserve requirement which requires us to deposit money in a bank account in accordance with an agreed upon formula. We are required to hold these funds in restricted cash accounts to provide additional collateral for borrowings under the borrowing facilities. Additionally, the receivables purchase facility contains various covenants requiring in certain cases minimum financial ratios, asset quality, and portfolio performance ratios. Generally, these limits are calculated based on the as a whole, however for certain obligors delinquency, net loss and dilution are calculated with respect to the individual obligor.

Failure to meet any of these covenants could result in an event of default under the Facility. If an event of default occurs under the Facility, the lender could elect to declare all amounts outstanding to be immediately due and payable, enforce its interest against collateral pledged under the Facility or restrict our ability to obtain additional borrowings under the Facility.

If our debt service obligations increase, whether due to the increased cost of existing indebtedness or the incurrence of additional indebtedness, we may be required to dedicate a significant portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, which would reduce the funds available for other purposes. Our indebtedness also could limit our ability to withstand competitive pressures and reduce our flexibility in responding to changing business and economic conditions.

We purchase accounts receivable primarily from and make purchase order advances primarily to small to medium companies, which present a greater risk of loss than purchasing accounts receivable from and purchase order advances to larger companies.

Our portfolio consists primarily of accounts receivable and purchase order advances from small to medium businesses with annual revenues ranging from $5 million to $50 million. Compared to larger, publicly owned firms, these companies generally have more limited access to capital and higher funding costs, may be in a weaker financial position and may need more capital to expand or compete. These financial challenges may make it difficult for our clients to continue as a going concern. Accordingly, advances made to these types of clients entail higher risks than advances made to companies who are able to access traditional credit sources. In part because of their smaller size, our clients may:

•	experience significant variations in operating results;
•	have narrower product lines and market shares than their larger competitors;
•	be particularly vulnerable to changes in customer preferences and market conditions;
•	be more dependent than larger companies on one or more major customers or suppliers, the loss of which could materially impair their business, financial condition and prospects;
•	face intense competition, including from companies with greater financial, technical, managerial and marketing resources;
•	depend on the management talents and efforts of a single individual or a small group of persons for their success, the death, disability or resignation of whom could materially harm the client’s financial condition or prospects; and
•	have less skilled or experienced management personnel than larger companies.

Accordingly, any of these factors could impair a client’s cash flow or result in other events, such as bankruptcy, which could limit our ability to collect on the client’s purchased accounts receivable or purchase order advances, and may lead to losses in our portfolio and a decrease in our revenues, net income and assets.

Our financial condition, liquidity, and results of operations depend on the credit performance of the credit facilities we provide to our customers.

While our underwriting guidelines were designed to establish that the obligors on the receivables we purchase represent a reasonable credit risk, the receivables we purchase nonetheless are likely to experience higher default rates than a portfolio of obligors comprised of large companies. In the event of a default, the most practical alternative may be to engage in collection action against the obligor or, if permitted under the terms of our agreement, the customer who sold the receivable to us. The realizable value of a receivable may not cover the outstanding account balance and costs of recovery, and if collection of the receivables does not yield sufficient proceeds to repay the receivables in full could result in losses on those receivables.

Our allowance for loan losses and impairments may prove to be insufficient to absorb probable losses inherent in our portfolio.

We maintain an allowance for bad or doubtful debts that we believe is appropriate to provide for probable losses inherent in our portfolio. The determination of the appropriate level of the allowance for bad or doubtful debts and impairment reserves inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks and future trends, all of which are subject to change. Changes in economic conditions affecting clients, new information regarding our clients or their obligors, and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. Furthermore, growth in our funding book generally would lead to an increase in the provision for loan losses. If the net write-offs exceed the allowance for bad and doubtful debt, we will need to make additional provisions to increase the allowance for bad and doubtful debt. There is no accurate method for predicting losses, and we cannot assure you that provision for bad and doubtful debts will be sufficient to cover actual losses. Any increases in the allowance for bad and doubtful debts will result in a decrease in net income and may have a material adverse effect on us.

Poor portfolio performance may trigger credit enhancement provisions in our Receivables Purchase Agreement.

Our RPA has delinquency, net loss ratio limits, dilution and Day Sales Outstanding limits that, if exceeded, would increase the level of credit enhancement requirements for that facility and redirect all excess cash to our lender. Generally, these limits are calculated based on the aggregate portfolio performance across all clients; however, delinquency, net loss ratios and dilutions are calculated with respect to some individual obligors.

If, at any measurement date, a trigger was hit with respect to any financing, provisions of the financing agreements would increase the level of credit enhancement requirements for that financing and redirect all excess cash to the credit provider. During this period, excess cash flow, if any, from the Facility would be used to fund the increased credit enhancement levels rather than being distributed to us. Once an impacted trust reaches the new requirement, we would return to receiving a residual distribution from the trust

There is a risk that in the event portfolio performance was not adequate, triggering credit enhancement criteria, and that there was not sufficient cash-flow from our business to satisfy the increase in enhancement required, that our credit provider could cease its support of our business which would have a materially adverse effect on our business,

Competition may adversely impact our results, especially in Australia.

The financial services sector in which we operate is highly competitive and could become even more so, particularly in those segments which are perceived as providing higher growth prospects. Factors contributing to this include industry deregulation, mergers and acquisitions, changes in customers’ needs and preferences, entry of new participants, development of new distribution and service methods and increased diversification of products by competitors. For example, changes in the financial services sector have made it possible for non-bank financial institutions to offer products and services traditionally provided by banks, such as automatic payment systems, mortgages and credit cards.

The effect of competitive market conditions may have a material adverse effect on our financial performance and position, especially in Australia. For example, increasing competition for customers can lead to a compression in our net interest margin, or increased advertising and related expenses to attract and retain customers.

The asset backed lending market is served by a variety of entities, including, banks, credit unions, and independent finance companies. Our competitors may provide financing on terms more favorable to customers than we offer. Many of these competitors also have long-standing relationships with potential clients.

We anticipate that we will encounter greater competition as we expand our operations.

The market for providing loans and other financial services to small to medium size businesses is highly competitive and we expect that competition will increase. Current competitors have significantly greater financial, technical and marketing resources than we do. We expect that more companies will enter this sector of the financial services market. We may not be able to compete successfully against either current or future competitors. Increased competition could result in reduced revenue, lower margins or loss of market share, any of which could significantly harm our business.

Changes in interest rates may adversely impact our profitability and risk profile.

Our profitability may be directly affected by interest rate levels and fluctuations in interest rates. As interest rates change, our gross interest rate spread on new facilities either increases or decreases because the rates we charge on the facilities we provide is limited by market and competitive conditions, restricting our ability to pass on increased interest costs to the consumer. Additionally, although the majority of our clients are small to medium businesses and are not highly sensitive to interest rate movement, increases in interest rates may reduce the volume of facilities we originate.

A security breach or a cyber attack could adversely affect our business.

In the normal course of business, we receive, process and retain sensitive and confidential personal and business information and may, subject to applicable law, share that information with third parties. Our facilities and systems, and those of third parties to which we provide information, could be vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events. A security breach or cyber attack of our systems could interrupt or damage our operations or harm our reputation. If third parties or our employees penetrate our network security or otherwise misappropriate our customers’ confidential information or contract information, or if we give third parties or our employees improper access to consumers’ confidential information or contract information, we could be subject to liability. This liability could include investigations, fines, or penalties imposed by regulatory agencies, including the loss of necessary permits or licenses. This liability could also include identity theft or other similar fraud-related claims, claims for other misuses, or losses of personal information, including for unauthorized marketing purposes or claims alleging misrepresentation of our privacy and data security practices.

We rely on encryption and authentication technology both licensed from third parties and developed in house to provide the security and authentication necessary to effect secure online transmission of confidential information. Advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments may result in a compromise or breach of the algorithms that we use to protect sensitive data. A party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend capital and other resources to protect against such security breaches or cyber attacks or to alleviate problems caused by such breaches or attacks. Our failure to prevent security breaches and cyber attacks, whether due to an external cyber-security incident, a programming error, or other cause, could damage our reputation, expose us to mitigation costs and the risks of private litigation and government enforcement, disrupt our business, or otherwise have a material adverse effect on our sales and results of operations.

We depend on the accuracy and completeness of information about our clients and obligors and any misrepresented information could adversely affect our business, results of operations, and financial condition.

In deciding whether to purchase particular receivables or to enter into other transactions with our clients and their obligors, we rely on information furnished to us by or on behalf of our clients and counterparties, including financial statements and other financial information. We also rely on representations made by our clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent third parties. If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected, the value of receivables or purchase order loans may be significantly lower than expected. Whether a misrepresentation is made by our client, another party, or one of our employees, we generally bear the risk of loss associated with the misrepresentation. Any such misrepresented information could adversely affect our business, financial condition, and results of operations.

We are subject to operational risk, which may adversely impact our results.

Operational risk refers to risks arising from day-to-day operational activities which may result in direct or indirect loss. These losses may result from both internal and external events. We are highly dependent on information systems and technology and there is a risk that these, or the services they use or depend on, might fail. Our daily operations are computer based. The exposure to systems risks includes: complete or partial failure of information technology systems; inadequacy of internal or third party information technology systems due to, among other things, failure to keep pace with industry developments; and capacity of the existing systems to effectively accommodate planned growth and integrate existing and future acquisitions and alliances. Any failure in these systems could result in business interruption, the loss of customers, damaged reputation and weakening of our competitive position and could adversely impact our business and have a material adverse effect on our financial condition and loss of operations.

We also are exposed to failings by third party providers, including outsourcing, to natural disasters, political, security and social events and to failings in the financial services sector.

We may lose the business conducted by WikiTechnologies.

The Share Exchange Agreement gives us the right to return the shares of WikiTechnologies being held in escrow, representing all of the outstanding shares of WikiTechnologies, to Mario Garibaldi and Edward DeFeudis, if during the twelve-month period commencing on July 1, 2013, WikiTechnologies fails to achieve revenues of $4.2 million, a gross profit percentage of 25% and break even (the “Financial Benchmarks”). If WikiTechnologies fails to attain the Financial Benchmarks and we decide to return the shares of WikiTechnologies held in escrow to Messrs Garibaldi and DeFeudis, we would no longer own or have an equity interest in WikiTechnologies and our stockholders would not benefit from any success it might achieve after the date on which it is returned to Messrs. Garibaldi and DeFeudis.

We cannot assure you that any business we acquire will benefit from its acquisition by us.

We cannot assure you we will realize any of the perceived benefits to our business from the acquisition of Moneytech. The past performance of Moneytech is not necessarily indicative of future performance. The process of combining the organizations of private companies into a public company such as ours involves certain risks, including exposure to unknown liabilities of the acquired companies, and may cause fundamental changes to their businesses or in their operations. In addition, our operating results may be affected by the additional expenses we incur in integrating Moneytech into our organization and the significant increase in expenses relating to financial statement preparation and compliance with controls and procedures standards established by the Sarbanes-Oxley Act of 2002.

Our inability to successfully manage the growth of our business may have a material adverse effect on our business, results of operations and financial condition.

We intend to continue our growth strategy to (i) expand our portfolio by increasing market penetration and market share through new customer acquisitions and (ii) grow our other businesses such as our payments aggregation and processing business, our gift card business and our foreign exchange business. Our ability to execute this growth strategy is subject to significant risks, some of which are beyond our control, including:

	•	the inherent uncertainty regarding general economic conditions;

	•	our ability to obtain adequate financing for our expansion plans;

	•	the prevailing laws and regulatory environment of each territory and country in which we operate or seek to operate, and, to the extent applicable, laws and regulations, which are subject to change at any time;

	•	the degree of competition in new markets and its effect on our ability to attract new customers;

	•	our ability to recruit qualified personnel, in particular in areas where we face a great deal of competition; and

As part of our growth we expect to experience growth in the number of employees and the scope of our operations. This could result in increased responsibilities for management.

Our future success will be highly dependent upon our ability to manage successfully the expansion of our operations. Our ability to manage and support our growth effectively will be substantially dependent on our ability to implement adequate improvements to financial, inventory, management controls, reporting, and hire sufficient numbers of financial, accounting, administrative, and management personnel. We may not succeed in our efforts to identify, attract and retain experienced accounting and financial personnel.

Our future success also depends on our ability to address potential market opportunities and to manage expenses to match our ability to finance operations. The need to control our expenses will place a significant strain on our management and operational resources. If we are unable to control our expenses effectively, our business, results of operations and financial condition may be adversely affected.

Our growth strategies require significant capital investments and may require us to seek external financing, which may not be available on terms favorable to us.

Our business operations and growth strategies require substantial capital investments, the availability of which depends on our ability to generate cash flow from operations, borrow funds on satisfactory terms and raise funds in the capital markets. Our ability to arrange for financing to support our capital expenditures and the cost of such financing are dependent on numerous factors, including general economic and capital markets conditions, interest rates and credit availability from banks or other lenders, many of which are beyond our control. In addition, increases in interest rates or the failure to obtain external financing on terms favorable to us will affect our financing costs and our results of operations. We may not be able to obtain financing in amounts or on terms acceptable to us,

Loss of our management and other key personnel, or an inability to attract such management and other key personnel, could negatively impact our business.

The successful implementation of our strategy depends in part on our ability to retain our experienced management team, particularly Hugh Evans, our President and Chief Executive Officer and key employees, and on our ability to attract appropriately qualified new personnel. Hugh Evans has extensive experience in the small business and consumer internet-based finance industry. He has a proven track record of successfully operating our business. The loss of any key member of our management team or other key employees could hinder or delay our ability to implement our growth strategy effectively. Further, if we are unable to attract appropriately qualified new personnel as we expand, we may not be successful in implementing our growth strategy. In either instance, our profitability and financial performance could be adversely affected. Experienced management and other key personnel in the financial services industry are in demand and competition for their talents is intense. Furthermore, we do not maintain key person insurance on any of our management personnel. Failure to attract and retain qualified employees or the loss of any member of our management may result in a loss of organizational focus, poor operating execution or an inability to identify and execute potential strategic initiatives. This could, in turn, materially and adversely affect our business, financial condition and results of operations.

Our senior management lacks experience managing a public company and complying with laws applicable to a U.S. public company.

Our senior management has no experience in complying with laws and regulations applicable to U.S. publicly-traded companies, including the United States federal and state securities laws and regulations and the U.S. Sarbanes–Oxley Act of 2002. For example, we are required to file periodic and other reports and to comply with U.S. securities and other laws, which did not apply to Moneytech prior to the Share Exchange. These obligations can be burdensome and complicated, and failure to comply with such obligations could have a material adverse effect on our company. In addition, we expect that the process of learning about such new obligations as a public company in the United States will require senior management to devote time and resources to such efforts that might otherwise be spent on the operation of our business.

The obligations associated with being a public company will require significant resources and management attention, which will increase our costs of operations and may divert focus from our business operations.

As a publicly traded company, we are required to file with the SEC periodic reports containing our consolidated financial statements within a specified time following the completion of quarterly and annual periods. As a public company, we incur significant legal, accounting, insurance, and other expenses. Compliance with these reporting requirements and other rules of the SEC will increase our legal and financial compliance costs and make some activities more time consuming and costly. Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our strategy, which could prevent us from successfully implementing our strategic initiatives and improving our business, results of operations, and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a public company. However, we cannot predict or estimate the amount of additional costs we may incur in order to comply with these requirements. We anticipate that these costs will materially increase our total costs and expenses.

We are required to make significant estimates and assumptions in the preparation of our financial statements and our estimates and assumptions may not be accurate.

The preparation of our consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires our management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of income and expense during the reporting periods. We use estimates and assumptions in determining the residual values of delinquent receivables. Critical estimates are made by management in determining, among other things, the allowance for loan losses, amounts of impairment, and valuation of income tax assets or tax refunds. If our underlying estimates and assumptions prove to be incorrect, our financial condition and results of operations may be materially different from that reported in our financial statements.

Our information technology may not support our future volumes and business strategies.

We rely on our proprietary origination and servicing platforms that utilize database-driven software applications. We employ a team of engineers, information technology analysts, and website designers to ensure that our information technology systems remain on the cutting edge. However, due to the rapid changes in technology, there can be no assurance that our information technology systems will continue to be adequate for our business or provide a competitive advantage.

Our network and information systems are important to our operating activities and any network and information system shutdowns could disrupt our ability to process applications, originate financing facilities, or service our existing portfolio, which could have a material adverse impact on our operating activities. Shutdowns may be caused by unforeseen catastrophic events, including natural disasters, terrorist attacks, large-scale power outages, software or hardware defects, computer viruses, cyber attacks, external or internal security breaches, acts of vandalism, misplaced or lost data, programming or human errors, difficulties in migrating technology facilities from one location to another, or other similar events. We cannot be certain that our disaster recovery plan will function as intended, or otherwise resolve or compensate for such effects. Failure of our disaster recovery plan, if and when experienced, may have a material adverse effect on our revenue and ability to support and service our customer base.

Failure to protect our intellectual property rights may materially and adversely affect our competitive position and operations, and we may be exposed to infringement or misappropriation claims by third parties.

Our success is in part attributable to the technologies, know-how and other intellectual property that we have developed or acquired. We rely upon a combination of trade secrets, confidentiality policies, non-disclosure and other contractual arrangements, and trademark laws to protect our intellectual property rights. There can be no assurance that the steps we have taken to protect our intellectual property rights are adequate to prevent or deter infringement or other misappropriation of our intellectual property. We may not be able to detect unauthorized uses or take appropriate and timely steps to enforce our intellectual property rights. Any significant infringement of our proprietary technologies and processes or our intellectual property rights could weaken our competitive position and have an adverse effect on our operations. To protect our intellectual property rights, we may have to commence legal proceedings or otherwise spend significant amounts of time and money. We cannot assure you that we will prevail in such proceedings. The occurrence of any unauthorized use of or other infringement to our intellectual property rights, it could result in potential damage to our competitive position.

We may be subject to litigation involving claims of patent or trademark infringement or the violation of intellectual property rights of third parties. The defense of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings can be costly and time-consuming and may significantly divert the efforts and resources of our technical and management personnel. An adverse determination in any litigation or proceedings to which we become a party could subject us to significant liability to third parties, require us to seek licenses from third parties, pay ongoing royalties, or redesign our products or subject us to injunctions prohibiting the manufacture and sale of our products or the use of our technologies, which could materially and adversely affect our business, financial condition or results of operations. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase or use of our products until resolution of such litigation, which could adversely affect our business.

Catastrophic events may negatively affect our business, financial condition, and results of operations.

Natural disasters, acts of war, terrorist attacks, and the escalation of military activity in response to these attacks or otherwise may have negative and significant effects, such as imposition of increased security measures, changes in applicable laws, market disruptions, and job losses. These events may have an adverse effect on the economy in general. Moreover, the potential for future terrorist attacks and the national and international responses to these threats could affect our business in ways that cannot be predicted. The effect of any of these events or threats could have a material adverse effect on our business, results of operations and financial condition.

If our business in Australia were to become subject to more extensive regulation under Australian law, our business, financial condition, liquidity and results of operations would be materially and adversely affected.

To management’s knowledge, factoring receivables and purchase order financing are not regulated industries, as we are deemed not to make loans. Nevertheless, if any of the transactions entered into by us are deemed to be loans or financing transactions instead of a true purchase of accounts receivable, then various laws and regulations we would become subject to numerous laws and regulations otherwise not applicable to our principal activities in Australia and could limit the fees and other charges we are able to charge our customers and may further subject us to penalties under such regulations. These laws and regulations would also:

•	regulate our credit granting activities, and require that we obtain additional licenses,
•	require additional disclosures to customers,
•	govern the manner in which we conduct secured transactions,
•	set collection, foreclosure, repossession and claims handling procedures and other trade practices,
•	prohibit discrimination in the extension of credit, and
•	regulate our use and reporting of information related to a seller’s credit experience and other data collection.

This could have a material adverse effect on our business, financial condition, liquidity and results of operations.

If we are found to be subject to or in violation of any laws or regulations, including those in Australia, the United States and other jurisdictions governing money transmission, electronic funds transfers, money laundering, terrorist financing, sanctions, consumer protection, banking and lending, it could be subject to liability, licensure and regulatory approval and may be forced to change its business practices.

WikiTechnolgies’ payments business and Moneytech’s planned money transfer business in Australia are subject to the laws and regulations of the United States and Australia, respectively, including those governing money transmission, electronic funds transfers, money laundering, terrorist financing, sanctions, consumer protection, banking and lending. The legal and regulatory requirements that apply to our payments businesses vary in the markets where we operate. While we have programs focused on compliance with applicable laws and regulations, there can be no assurance that we will not be subject to fines or other enforcement actions in one or more jurisdictions or be required to make changes to our business practices or compliance programs to comply in the future.

Wikipay is a Money Service Business, operating as an authorized agent of PreCash. Inc., a licensed money transmitter headquartered in Houston, Texas. To date, WikiPay as an agent of PreCash, has obtained licenses to operate as a money transmitter in 43 U.S. states, and the District of Columbia. As a licensed money transmitter, WikiPay is subject to restrictions on its investment of customer funds, reporting requirements, bonding requirements, and inspection by state regulatory agencies. If WikiPay were found to be in violation of money services laws or regulations, WikiPay could be subject to criminal or civil penalties, be forced to alter its business practices or or required to obtain additional licenses or regulatory approvals that could impose a substantial cost on us. Any change to WikiPay's business practices that makes the service less attractive to customers or prohibits its use by residents of a particular jurisdiction could further harm our business.

WikiPay is subject to various anti-money laundering and counter-terrorist financing laws and regulations around the world that prohibit, among other things, its involvement in transferring the proceeds of criminal activities. WikiPay is focused on compliance with these laws and regulations and has programs designed to comply with new and existing legal and regulatory requirements. However, any errors, failures or delays in complying with federal, state or foreign anti-money laundering and counter-terrorist financing laws could result in significant criminal and civil lawsuits, penalties and forfeiture of significant assets or other enforcement actions. In the U.S., WikiPay is subject to regulations that require it to report, within required timeframes, suspicious activities involving transactions of $2,000 or more, and may be required to obtain and keep more detailed records on the senders and recipients in certain transfers of $3,000 or more. New regulations on prepaid access programs, which took full effect in March 2012 require WikiPay to take additional steps to verify the identity of customers who pre-fund a WikiPay balance. U.S. regulators have increased scrutiny of compliance with these obligations. Existing and new regulations may require WikiPay to revise further its compliance program, including the procedures it uses to verify the identity of its customers and to monitor international and domestic transactions.

Given that our Payments business is subject to regulations in the manner described above, any determination that we have not properly complied with laws and regulations or any instances in which we are criminally indicted or found to have violated a criminal statute or regulation could adversely impact our regulatory status and our ability to offer our products and services in one or more jurisdictions, which would harm our business.

If WikiTechnologies’ Peer-to-Peer loan platform, WikiLoan, is found to be subject to or in violation of any laws or regulations, including those governing money transmission, electronic funds transfers, money laundering, terrorist financing, sanctions, consumer protection, banking and lending, it could be subject to liability, licensure and regulatory approval and may be forced to change its business practices.

•	regulate credit granting activities, including establishing licensing requirements, if any, in various jurisdictions,
•	require disclosures to customers,
•	govern secured transactions,
•	set collection, foreclosure, repossession and claims handling procedures and other trade practices,
•	prohibit discrimination in the extension of credit, and
•	regulate the use and reporting of information related to a seller’s credit experience and other data collection.

This could have a material adverse effect on our business, financial condition, liquidity and results of operations.

The Dodd-Frank Act and the creation of the CFPB in addition to recently issued rules and guidance will likely increase our regulatory compliance burden in the United States and associated costs.

The Dodd-Frank Act introduced a substantial number of reforms that continue to reshape the structure of the regulation of the financial services industry. In particular, the Dodd-Frank Act includes, among other things, the creation of the Consumer Financial Protection Bureau (“CFPB”), which is authorized to promulgate and enforce consumer protection regulations relating to financial products and services.

Risks Related to Our Common Stock and our Status as a Public Company

	High		Low
Fiscal Year 2012
First quarter ended September 30, 2011	$	35.00	$	10.00
Second quarter ended December 31, 2011	$	23.00	$	9.00
Third quarter ended March 31, 2012	$	18.00	$	7.00
Fourth quarter ended June 30, 2012	$	14.00	$	2.50

Fiscal Year 2013
First quarter ended September 30, 2012	$	8.00	$	2.00
Second quarter ended December 31, 2012	$	4.10	$	0.53
Third quarter ended March 31, 2013	$	6.00	$	2.10
Fourth quarter ended June 30, 2013	$	2.59	$	0.30

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Eq Equity compensation plans approved by security holders (1)				$			2,500,000
Equ Equity compensation plans not approved by security holders		7,000	(2)	$	2.50		93,000
Total		7,000		$	2.50		2,500,000

	Year Ended June 30, 2013			Year Ended June 30, 2012			Dollar Increase(Decrease)			Percentage Increase(Decrease)

Revenue	$	6,098,374		$	4,171,622		$	1,926,752			46	%
Costs of sales		3,700,918			2,622,383			1,078,535			41	%
Gross profit		2,397,456			1,549,239			848,217			55	%

Compensation expenses		859,754			807,671			52,083			6	%
Research and development expense		472,229			199,144			273,085			137	%
Bad debt expenses		393,774			78,038			315,736			405	%
Occupancy expenses		276,615			254,145			22,470			9	%
Depreciation expense		169,743			129,246			40,497			31	%
General and administration expenses		99,251			207,629			(108,378	)		(52	)%
Income (loss) from operations		126,090			(126,634	)		252,724			N/A

Other income		(441,908	)		(384,220	)		(57,688	)		15	%

Income before income tax		567,998			257,586			310,412			121	%

Income tax expense		579,844			0			579,844			-

Net (loss) income		(11,846	)		257,586			(269,432	)		(105	)%

	2013		2012		2011
Cash and cash equivalents	$	7,205,827	$	5,617,025	$	2,854,959
Trade Receivables		27,008,840		26,577,290		19,801,075
Total Assets		41,219,330		40,227,248		29,896,943

Wholesale Loan Facility	$	25,669,388	$	24,688,865	$	17,792,207

Total Liabilities		33,696,546		32,208,189		23,837,632

TOTAL EQUITY	$	7,522,784	$	8,019,060	$	6,059,310

	Year Ended June 30,
	2013			2012			2011

Net cash provided by (used in) operating activities	$	(2,855,751	)	$	(4,034,980	)	$	(2,613,851	)
New cash provided by (used in) investing activities	$	(824,747	)	$	(790,967	)	$	(581,107	)
Net cash provided by (used in) financing activities	$	6,096,650		$	7,751,988		$	3,429,948

	•	do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;
	•	limit the ability of our stockholders to nominate candidates for election to our board of directors;
	•	authorize the issuance of “blank check” preferred stock without any need for action by stockholders; and
	•	limit the ability of stockholders to call special meetings of stockholders; and

	•	general market conditions;
	•	domestic and international economic factors unrelated to our performance;
	•	actual or anticipated fluctuations in our quarterly operating results;
	•	changes in or failure to meet publicly disclosed expectations as to our future performance;
	•	downgrades in securities analysts’ estimates of our financial performance or lack of research and reports by industry analysts;
	•	changes in market valuations or earnings of similar companies;
	•	any future sales of our common stock or other securities;
	•	additions or departures of key personnel;
	•	fluctuations in foreign exchange rates;
	•	regulatory developments in Australia affecting us or our competitors; and
	•	release or expiry of transfer restrictions on our outstanding shares.

	•	Net financing income – We track the split between the fee, interest, finance charge and fee income earned on our assets and the interest, finance charges and fees incurred on our Wholesale Facility, and continually monitor the components of our yield and our cost of funds. In addition, we monitor external rate trends, including the Reserve Bank of Australia cash rate.

	•	Net bad debt losses – Other than our cost of funds interest expense and related fees, the largest driver of business profitability is the minimization of bad debts. Each asset backed line of credit is priced based on industry and individual customer risk profile. Increases in delinquencies negatively impact our business performance if they are above the level assumed in our projections. Our profitability is directly connected to whether actual net credit losses are consistent with forecasted losses; therefore, we closely analyze credit performance and seek to limit our exposure when feasible through the purchase of credit insurance.

	•	Costs and expenses – We assess our operational efficiency using our cost-to-income ratio. We perform extensive analysis to determine whether observed fluctuations in cost and expense levels indicate a trend or are the nonrecurring impact of large projects. Our cost and expense analysis also includes a loan- and portfolio-level review of origination and servicing costs to assist us in assessing profitability by pool and vintage.

Report of Independent Registered Public Accounting Firm			F-1

Consolidated Balance Sheets as of June 30, 2013 and 2012			F-2

Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended June 30, 2013 and 2012			F-3

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended June 30, 2013 and 2012			F-4

Consolidated Statements of Cash Flows for the Years Ended June 30, 2013 and 2012			F-5

Notes to Consolidated Financial Statements			F-6 - F-17

	2013			2012
CURRENT ASSETS
Cash and cash equivalents	$	7,205,827		$	5,617,025
Trade receivables, net		27,008,840			26,577,290
Other receivable		-			50,795
Inventories		220,377			125,783
Deferred tax asset		718,767			317,850
Other current assets		820,726			1,230,603
TOTAL CURRENT ASSETS		35,974,537			33,919,346

NON-CURRENT ASSETS
Intangible assets, net		3,512,767			3,467,872
Deferred tax asset		988,860			2,155,244
Property, plant and equipment, net		578,136			684,786
Other assets		95,973			-
Goodwill		69,057			-
TOTAL NON-CURRENT ASSETS		5,244,793			6,307,902

TOTAL ASSETS	$	41,219,330		$	40,227,248

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Trade and other payables	$	5,250,399		$	6,597,747
Wholesale loan facility		25,669,388			24,688,865
Cash reserve		2,731,094			703,003
TOTAL CURRENT LIABILITIES		33,650,881			31,989,615

NON-CURRENT LIABILITIES
Shareholder loans		45,665			218,574
TOTAL NON-CURRENT LIABILITIES		45,665			218,574

TOTAL LIABILITIES		33,696,546			32,208,189

STOCKHOLDERS' EQUITY
Preferred stock, Series A, $0.01 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-
Preferred stock, Series B, $0.01 par value, 10,000,000 shares authorized, 5,000 issued and outstanding		50			50
Common Stock, $0.10 par value, 500,000,000 and 250,000,000 shares authorized, 9,961,637 and 5,300,000 shares issued and outstanding respectively		996,164			530,000
Additional paid-in capital		14,496,411			14,639,149
Other accumulated comprehensive loss		(1,052,144	)		(244,289	)
Accumulated deficit		(6,917,697	)		(6,905,851	)
TOTAL STOCKHOLERS' EQUITY		7,522,784			8,019,059

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	41,219,330		$	40,227,248

	Common Stock				Preferred Stock				Additional			Other Accumulated Comprehensive			Total Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Paid in Capital			Loss			Deficit			Equity
Balance June 30, 2011		5,300,000	$	530,000		5,000	$	50	$	14,639,149		$	-		$	(7,163,437	)	$	8,005,762

Foreign currency translation adjustments		-		-		-		-		-			(244,289	)		-		$	(244,289	)

Net income for the year ended June 30, 2012		-		-		-		-		-			-			257,586		$	257,586

Balance June 30, 2012		5,300,000	$	530,000		5,000	$	50	$	14,639,149		$	(244,289	)	$	(6,905,851	)	$	8,019,059

Issue of share capital at merger		4,661,637		466,164		-		-		(142,738	)		-			-			323,426

Foreign currency translation adjustments		-		-		-		-					(807,855	)		-			(807,855	)

Net loss for the year ended June 30, 2013		-														(11,846	)		(11,846	)

Balance June 30, 2013		9,961,637		996,164		5,000		50		14,496,411			(1,052,144	)		(6,917,697	)		7,522,784

Computer software	3 to 10 years
Computer hardware	5 to 15 years
Furniture and equipment	3 to 5 years

	2013			2012
Office equipment	$	35,949		$	26,970
Furnitures and fixtures		249,770			229,713
Computers and software		1,282,317			1,349,340
Accumulated Depreciation		(989,900	)		(921,237	)
	$	578,136		$	684,786

	2013		2012
Depreciation, operating	$	169,743	$	129,246
Depreciation, cost of revenue		13,824		18,891
Total depreciation expense	$	183,567	$	148,137

	June 30,
	2013			2012
Net (loss) income	$	(11,846	)	$	257,586
Weighted average shares outstanding - basic		5,312,772			5,300,000
Effect of dilutive securities:
Options issued		-			-
Weighted average shares outstanding - diluted		5,312,772			5,300,000
Net (loss) income per share - basic	$	(0.002	)	$	0.05
Net (loss) income per share - diluted	$	(0.002	)	$	0.05

June 30, 2014	$	456,650
June 30, 2015		456,650
June 30, 2016		456,650
June 30, 2017		456,650
June 30, 2018		456,650
Thereafter		1,229,517
Total	$	3,512,767

	2013		2012
Current deferred tax assets	$	718,767	$	317,850
Non current deferred tax assets		988,860		2,155,244
Deferred tax assets	$	1,707,627	$	2,473,094

Other non current assets	2013		2012
Deferred payment processing cost	$	50,000	$	-
Prepaid gift card establishment fees		45,973		-
	$	95,973	$	-

	2013			2012
Moneytech software	$	4,574,761		$	5,101,997
mPayments software		664,880			-
Domain name		198,353			-
Accumulated amortization		(1,925,227	)		(1,634,125	)
	$	3,512,767		$	3,467,872

	2013
Acquisition cost of Moneytech POS Pty Ltd.	$	98,180
Fixed assets received		(54,695	)
Liability assumed		25,572
Acquisition cost assigned to goodwill	$	69,057

	2013		2012
Trade payables	$	4,848,656	$	6,337,545
Employee benefits		122,097		55,959
Other liabilities		279,646		204,243
Total payables	$	5,250,399	$	6,597,747

June 30, 2013	U.S		State		International		Total
Current	$	-	$	-	$	-	$	-
Deferred		-		-		579,844		579,844
Total			$	-	$	$ 579,844	$	579,844
Total payables

	June 30, 2013			June 30, 2012
US statutory rates		34	%		34	%
Tax rate difference		(4	) %		(4	) %
Research and development capitalized		61	%		-	%
Other expenses (benefits)		11	%		(30	)%
Tax expenses at actual rate		102	%		-	%

	Twelve Months Ended June 30, 2013								Twelve Months Ended June 30, 2012
	Australia		USA		Elimination		Consolidated		Australia		USA		Elimination		Consolidated
Net Sales	$	6,098,374	$	-	$	-	$	6,098,374	$	4,171,622	$	-	$	-	$	4,171,622
Cost of Sales		3,700,918		-		-		3,700,918		2,622,383		-		-		2,622,383
Total Expenses		2,271,366		-		-		2,271,366		1,675,873		-		-		1,675,873
Other Income		-441,908		-		-		-441,908		-384,220		-		-		-384,220
Net Income (Loss)		-11,846		-		-		-11,846		257,586		-		-		257,586
Assets		40,892,905		326,425		-		41,219,330		40,227,248		-		-		40,227,248
Debt		33,693,546		3,000		-		33,696,546		32,208,189		-		-		32,208,189

	Number of Shares
Outstanding at June 30, 2012		-
Exercisable at June 30, 2012		-
Granted		7,000
Exercised		-
Expired		-
Outstanding at June 30, 2013		7,000
Exercisable at June 30, 2013		7,000

June 30,
2014	$	490,000
2015		470,000
2016		250,000
2017		250,000
2018		250,000
	$	1,710,000

Name	Age	Position

Hugh Evans	48	President, Chief Executive Officer, Chief financial Officer and a Director
Klaus Selinger	60	Chairman of the Board and a Director
John Wolfgang	66	Director
Richard Allely	59	Director
Edward DeFeudis	40	President, WikiTechnologies and a Director

·	overseeing and monitoring the integrity of our consolidated financial statements, our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters, and our internal accounting and financial controls;
·	preparing the report that SEC rules require be included in our annual proxy statement;
·	overseeing and monitoring our independent registered public accounting firm's qualifications, independence and performance;
·	providing the Board with the results of its monitoring and its recommendations; and
·	providing to the Board additional information and materials as it deems necessary to make the Board aware of significant financial matters that require the attention of the Board.

·	establishing the Company’s general compensation policy, in consultation with the Company’s senior management, and overseeing the development and implementation of compensation programs.

·	reviewing and approving corporate goals and objectives relevant to the compensation of the CEO, and evaluating the performance of the CEO at least annually in light of those goals and objectives and communicating the results of such evaluation to the CEO and the Board, and has the sole authority to determine the CEO’s compensation level based on this evaluation, subject to ratification by the independent directors on the Board. In determining the incentive component of CEO compensation, the Committee will consider, among other factors, the Company’s performance and relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, the awards given to the CEO in past years, and such other factors as the Committee may determine to be appropriate.

·	reviewing and approving the compensation of all other executive officers of the Company, such other managers as may be directed by the Board, and the directors of the Company.

·	overseeing the Board’s benefit and equity compensation plans, overseeing the activities of the individuals and committees responsible for administering these plans, and discharging any responsibilities imposed on the Committee by any of these plans.

·	approving issuances under, or any material amendments to, any stock option or other similar plan pursuant to which a person not previously an employee or director of the Company, as an inducement material to the individual’s entering into employment with the Company, will acquire stock or options.

·	in consultation with management, overseeing regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve related tax objectives.

·	reviewing and approving any severance or similar termination payments proposed to be made to any current or former officer of the Company.

·	preparing an annual report on executive compensation for inclusion in our proxy statement for the election of directors, if required under the applicable SEC rules.

·	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
·	Full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company;
·	Compliance with applicable governmental law, rules and regulations;
·	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
·	Accountability for adherence to the code.

Name and Principal Position	Year	Salary ($)			Bonus ($)		Stock awards ($)		Option awards ($)		Non Equity Incentive Plan Information ($)		Nonqualified deferred compensation earnings ($)		All other compensation ($)			Total ($)
Marco Garibaldi	2013	$	85,000	(1)		0		0		0		0		0		0		$	85,000
Chairman, CTO	2012	$	0			0		0		0		0		0		30,000	(2)	$	30,000

Edward DeFeudis	2013	$	85,000	(3)		0		0		0		0		0		0		$	85,000
President, CEO, CFO	2012	$	0			0		0		0		0		0		30,000	(4)	$	30,000

Denita Willough	2013	$	10,083	(6)		0		0	$	70,940		0		0		0			0
Former CEO(5)	2012		0			0		0		0		0		0		0			0

	•	each person known to us to be the beneficial owner of more than 5% of our common stock and our series B preferred stock, our only voting securities;
	•	each named executive officer;
	•	each of our directors; and
	•	all of our executive officers and directors as a group.

	Common Stock						Series B Preferred Stock						% Total Voting
	Shares			%			Shares			%			Power (1)
Name of Beneficial Owner
Directors and Named Executive Officers
Hugh Evans		2,001,514	(2)		20.09	%		5,000	(1)		100	%		46.80	%
Edward DeFeudis		1,493,725	(3)		14.99			0			—		9.98		%
Klaus Selinger		0			—			0			—			—
Richard Wolfgang		0			—			0			—			—
Richard Allely		0			—			0			—			—
Marco Garibaldi, Chairman of WikiTechnologies		1,461,000	(4)		14.67			0			—		9.76		%

All directors and executive officers as a group (5 persons)		4,956,239	(2)(3)(4)		49.75	%		5,000			100	%	66.55		%
						%
Holders of More than 5%						%
Christopher John Taylor and Jane Joanne Taylor ATF The Taylor Family Superannuation Fund No.2		709,770			7.13	%		-			-			4.69	%

	(1)	Percentage total voting power represents voting power with respect to all shares of our common stock and Series B preferred stock, as a single class. Except as provided in the certificate of designation creating the Series B preferred stock or as may be required by law, the holder of Series B Shares and holders of common stock vote together as a single class on all matters upon which holders of common stock are entitled to vote with holders of Series B Shares entitled to 1,000 votes per share of Series B Shares through June 30, 2018 and each holder of common stock entitled to one vote per share of common stock. The holder(s) of Series B Shares are entitled to elect a majority of the members of our Board of Directors through June 30, 2018.

	(2)	Represents shares of common stock registered in the name of BIX Holdings Pty Ltd ATF The Atherstone Trust & The Evans Family Superannuation Trust, a family trust of which Mr. Evans is the trustee.

	(3)	Includes 97,090 shares held by Spider Investment, LLC. Mr. DeFeudis has control and dispositive power over the shares owned by Spider Investment, LLC and is the beneficial owner of Spider Investment, LLC. Includes 1,120,000 shares deposited in escrow over which he retains voting power. See Item 1. “Business – Acquisition of Moneytech” for a description of the terms of the escrow agreement.

	(4)	Includes 65,000 shares held by Situation X, LLC. Marco Garibaldi has control and dispositive power over the shares owned by Situation X, LLC and he is the beneficial owner of Situation X, LLC. Includes 1,120,000 shares deposited in escrow over which he retains voting power. See Item 1. “Business – Acquisition of Moneytech” for a description of the terms of the escrow agreement.

	Fiscal Year Ended
	January 31, 2013		June 30, 2013
Audit Fees	$	10,000	$	55,000
Audit Related Fees		0		-
Tax Fees		1,000		-
All Other Fees		0		-
	$	11,000	$	55,000

Exhibit Number		Description

2.1		Agreement and Plan of Merger dated February 10, 2012 (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed on February 14, 2012).

2.2		Share Exchange Agreement (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 5, 2013).

3.1		Amended and Restated Certificate of Incorporation.

3.2		By-laws (incorporated by reference to Exhibit 3.2 to Registration Statement on Form S-1 (Registration No. 333-153798) declared effective on March 13, 2009).

10.1		Employment Agreement between Moneytech and Hugh Evans.

10.2		Employment Agreement between WikiTechnologies and Edward DeFeudis.

10.3		Employment Agreement between WikiTechnologies and Marco Garibaldi.

10.4		Receivables Purchase Agreement, as amended.

10.5		Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 9, 2013).

10.6		Restricted Stock Option Agreement effective May 9, 2013 with Edward DeFeudis (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed on August 5, 2013).

10.7		Restricted Stock Option Agreement effective May 9, 2013 with Marco Garibaldi (incorporated by reference to Exhibit 10.2 to Quarterly Report on Form 10-Q filed on August 5, 2013).

10.8		Stock Option Agreement dated July 19, 2013 with Klaus Selinger.

10.9		Stock Option Agreement dated July 19, 2013 with John Wolfgang.

10.10		Stock Option Agreement dated July 19, 2013 with Richard Allely.

10.11		Lease dated September 13, 2011 for Suites 101A and 101B, Level 6, 97-103 Pacific Highway, North Sydney, Australia.

10.12		Lease dated July 25, 2013 for Suite 8, 842 Albany Highway, Victoria Park, Australia.

10.13		Escrow Agreement (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on July 5, 2013).

10.14		Letter Agreement dated May 28, 2013 with Hugh Evans concerning Series B Preferred Stock (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on June 5, 2013).

10.15		Service Agreement dated April 19, 2013 by and among Source, WikiTechnologies and 24 Seven Technologies, Inc.

10.16		Consulting Agreement between Source and Market Street Investor Relations LLC, dated July 9, 2013

16.1		Letter from P.S. Stephenson & Co., P.C. (incorporated by reference to Exhibit 16.1 to Current Report on Form 8-K/A filed on September 27, 2013).

21.1		Subsidiaries

31.1		Certification of Principal Executive and Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended

32.1		Certification pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002)

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Schema

101.CAL		XBRL Taxonomy Calculation Linkbase

101.DEF		XBRL Taxonomy Definition Linkbase

101.LAB		XBRL Taxonomy Label Linkbase

101.PRE		XBRL Taxonomy Presentation Linkbase