10-Q 1 f10q1213_sourcefinancial.htm QUARTERLY REPORT f10q1213_sourcefinancial.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

 
FORM 10-Q
 

 
x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended  December 31, 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 number)

Level6/97 Pacific Highway
North Sydney NSW 2060
Australia
(Address of principal executive offices and zip code)

+61 2 8907-2500
(Registrant’s telephone number, including area code)
 
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  ¨
 
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  ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated filer
o  
Accelerated filer
o
         
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  As of February 10, 2014, the Registrant had outstanding  9,811,632  shares of common stock.
 


 
 

 
 
SOURCE FINANCIAL, INC.
FORM 10-Q

TABLE OF CONTENTS
 
    Page
   
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
1
   
PART I 
FINANCIAL INFORMATION 2
     
Item 1.
Financial statements
2
 
CONSOLIDATED BALANCE SHEETS
2
 
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
3
 
CONSOLIDATED STATEMENT OF STOCKHOLDERS’EQUITY
4
 
CONSOLIDATED STATEMENT OF CASH FLOWS
5
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
20
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
29
Item 4.
Controls and Procedures
30
     
PART II
OTHER INFORMATION 30
     
Item 1A.
Risk Factors
30
Item 6.
Exhibits
31
 
 
 

 
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
 This document contains certain statements of a forward-looking nature. Such forward-looking statements, including but not limited to statements regarding projected growth, trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current information and expectations and are subject to change based on factors beyond the control of the Company.  Forward-looking statements typically are identified by the use of terms such as “look,” “may,” “should,” “might,” “believe,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently.  The accuracy of such statements may be impacted by a number of risks and uncertainties that could cause actual results to differ materially from those projected or anticipated, including but not limited to those set forth herein and in our Annual Report on Form 10-K for the fiscal year ended  June 30, 2013 filed on October 15, 2013.
 
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.  Except as required by the federal securities laws, we undertake no obligation to update forward-looking information.  Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.
 
 
1

 

PART I     FINANCIAL INFORMATION
 
Item 1.  Financial statements

SOURCE FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2013 AND JUNE 30, 2013
 
ASSETS
 
December 31,
2013
   
June 30,
2013
 
   
(Unaudited)
   
(Restated)
 
             
CURRENT ASSETS
           
Cash and cash equivalents
  $ 6,899,738     $ 7,140,539  
Trade receivables, net
    26,768,591       27,008,840  
Inventories
    206,180       220,377  
Deferred tax asset
    268,440       718,767  
Other current assets
    1,499,491       817,048  
Net assets of discontinued operations
    247,805       326,425  
TOTAL CURRENT ASSETS
    35,890,245       36,231,996  
                 
NON-CURRENT ASSETS
               
Intangible assets, net
    3,339,148       3,314,413  
Deferred tax asset
    1,081,531       988,860  
Property, plant and equipment, net
    502,724       569,031  
Other assets
    -       45,973  
Goodwill
    67,659       69,057  
TOTAL NON-CURRENT ASSETS
    4,991,062       4,987,334  
                 
TOTAL ASSETS
  $ 40,881,307     $ 41,219,330  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
CURRENT LIABILITIES
               
Trade and other payables
  $ 5,258,287     $ 5,247,399  
Wholesale loan facility
    25,593,086       25,669,388  
Cash reserve
    2,648,529       2,731,094  
Net liabilities of discontinued operations
    221,911       3,000  
TOTAL CURRENT LIABILITIES
    33,721,813       33,650,881  
                 
NON-CURRENT LIABILITIES
               
Shareholder loans
    44,731       45,665  
TOTAL NON-CURRENT LIABILITIES
    44,731       45,665  
                 
TOTAL LIABILITIES
    33,766,544       33,696,546  
                 
STOCKHOLDERS' EQUITY
               
Preferred stock, $0.01 par value, 1,000,000 shares authorized
               
Designated as Series B Preferred stock, $0.01 par value, 5,000 shares authorized, 5,000 issued and outstanding
    50       50  
Common Stock, $0.001 and $0.1 par value, 50,000,000 and 500,000,000 shares authorized, 9,811,632 and 9,961,632 shares issued and outstanding at December 31, 2013 and June 30, 2013, respectively
    9,812       996,163  
Common stock to be issued, 509,000 and 338,368 respectively
    509       33,837  
Treasury stock
    150       -  
Additional paid-in capital
    15,942,270       14,462,575  
Other accumulated comprehensive loss
    (1,200,861 )     (1,052,144 )
Accumulated deficit
    (7,637,167 )     (6,917,697 )
TOTAL STOCKHOLDERS' EQUITY
    7,114,763       7,522,784  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 40,881,307     $ 41,219,330  
 
The accompanying notes are an integral part of the unaudited consolidated financial statements
 
 
2

 
 
SOURCE FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2013 AND 2012
(UNAUDITED)
 
   
FOR THE THREE MONTHS ENDED
   
FOR THE SIX MONTHS ENDED
 
   
December 31, 2013
   
December 31, 2012
   
December 31, 2013
   
December 31, 2012
 
   
 
   
 
   
 
   
 
 
Revenue
  $ 1,581,716     $ 1,309,608     $ 2,955,168     $ 2,616,913  
Cost of revenue
    783,425       770,794       1,738,669       1,683,600  
Gross profit
    798,291       538,814       1,216,499       933,313  
                                 
Operating Expenses
                               
                                 
Compensation expenses
    251,521       231,954       369,074       386,883  
Research and development expense
    109,397       118,057       218,795       236,115  
Bad debt expenses
    30,259       61,736       251,252       68,686  
Occupancy expenses
    70,123       64,862       132,041       123,489  
Depreciation expense
    16,813       18,870       36,907       29,921  
General and administration expenses
    476,376       62,277       642,806       71,621  
Total operating expenses
    954,489       557,756       1,650,875       916,715  
(Loss) income from operations
    (156,198 )     (18,942 )     (434,376 )     16,598  
                                 
Other Income (Expense)
                               
Interest income
    26,383       23,925       53,222       54,093  
Research and development grant
    111,900       93,483       295,200       186,948  
Finance costs
    (284 )     -       (284 )     (141 )
Other income
    3,713       -       3,713       -  
Total Other Income
    141,712       117,408       351,851       240,900  
                                 
(Loss) income from continuing operations before income taxes
    (14,486 )     98,466       (82,525 )     257,498  
                                 
Provision for income taxes
    299,187       90,158       339,416       95,078  
                                 
Net (loss) income from continuing operations
    (313,673 )     8,308       (421,941 )     162,420  
                                 
Net loss from discontinued operations
    (104,678 )     -       (297,530 )     -  
                                 
Net (loss) income
    (418,351 )     8,308       (719,471 )     162,420  
                                 
Other comprehensive income
                               
Foreign currency translation
    (287,468 )     (63,565 )     (148,717 )     178,363  
                                 
Comprehensive (loss) income
  $ (705,819 )   $ (55,257 )   $ (868,188 )   $ 340,783  
                                 
Net (loss) income per share
                               
Basic and Diluted:
                               
Continuing operations
  $ (0.030 )   $ 0.002     $ (0.040 )   $ 0.031  
Discontinued
  $ (0.010 )   $ -     $ (0.028 )   $ -  
Total
  $ (0.040 )   $ 0.002     $ (0.069 )   $ 0.031  
                                 
Weighted average number of shares used in computing basic and diluted net (loss) income per share:
                 
                                 
Basic
    10,470,632       5,300,000       10,449,303       5,300,000  
Diluted
    10,470,632       5,300,000       10,449,303       5,300,000  
 
The accompanying notes are an integral part of the unaudited consolidated financial statements
 
 
3

 
 
SOURCE FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’EQUITY
DECEMBER 31, 2013
(UNAUDITED)

   
Common Stock
   
Preferred Stock
   
Treasury
   
Additional
Paid in
   
Comprehensive
   
Accumulated
   
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Stock
   
Capital
   
Loss
   
Deficit
   
Equity
 
                                                       
Balance June 30, 2013 (Restated)
    10,300,000     $ 1,030,000       5,000     $ 50     $ -     $ 14,462,575     $ (1,052,144 )   $ (6,917,697 )   $ 7,522,784  
                                                                         
Issuance of stock options
    -       -       -       -       -       115,492       -       -       115,492  
                                                                         
Compensation in respect of option and restricted stock granted to employees, directors and third- parties
    170,632       17,063       -       -       -       327,611       -       -       344,674  
                                                                         
Change in par value of shares
    -       (1,036,592 )     -       -       -       1,036,592       -       -       -  
                                                                         
Return of stock
    -       (150 )     -       -       150       -       -       -       -  
                                                                         
Net (loss) income for the six months ended December 31, 2013
    -       -       -       -       -       -       (148,717 )     (719,470 )     (868,187 )
                                                                         
Balance December 31, 2013
    10,470,632     $ 10,321       5,000     $ 50     $ 150     $ 15,942,270     $ (1,200,861 )   $ (7,637,167 )   $ 7,114,763  
 
The accompanying notes are an integral part of the unaudited consolidated financial statements
 
 
4

 
 
SOURCE FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2013 AND 2012
(UNAUDITED)
 
   
FOR THE SIX MONTHS ENDED
 
   
December 31, 2013
   
December 31, 2012
 
             
Net (loss) income
  $ (719,470 )   $ 162,420  
Net (loss) from discontinued operations
    (297,530 )     -  
Net (loss) income from continuing operations
    (421,940 )     162,420  
                 
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
               
Depreciation and amortization
    357,687       345,507  
Stock options and shares issued for compensation
    178,356       -  
                 
(Increase) decrease in assets:
               
   Trade receivables, net
    (316,347 )     32,103  
   Inventories
    10,034       (108,826 )
   Deferred tax asset
    333,067       88,950  
   Other assets
    (460,935 )     85,329  
Increase (decrease) in current liabilities:
               
   Trade payables
    187,821       (1,191,086 )
Net cash (used in) operating activities
    (132,257 )     (585,603 )
                 
Cash flows from investing activities
               
Purchase of property, plant and equipment
    (73,053 )     (588,018 )
Development of intangible assets
    (322,875 )     -  
Net cash (used in) investing activities
    (395,928 )     (588,018 )
                 
Cash flows from financing activities
               
Wholesale loan facility, net
    457,395       531,199  
Capital Reserve
    (28,096 )     347,921  
Shareholder loans, net
    -       (71,470 )
Net cash provided by financing activities
    429,299       807,650  
                 
Net cash (used in) continuing operations
    (98,886 )     (365,971 )
                 
Cash flows from discontinued operations
               
Net cash (used in) operating activities from discontinued operations
    (209,381 )     -  
Net cash (used in) investing activities from discontinued operations
    (5,906 )     -  
Net cash provided by financing activities from discontinued operations
    150,000       -  
Net cash (used in) discontinued operations
    (65,287 )     -  
                 
Effect of exchange rate changes on cash and cash equivalents
    (141,916 )     124,483  
Net decrease in cash and cash equivalents
    (306,089 )     (241,488 )
Cash and cash equivalents at the beginning of the period - from continuing operations
    7,140,539       5,617,025  
Cash and cash equivalents at the beginning of the period - from discontinued operations
    65,288       -  
Cash and cash equivalents at the end of the period
  $ 6,899,738     $ 5,375,537  
                 
Supplemental disclosures
               
Cash paid during the period for:
               
     Income tax payments
  $ 6,356     $ 95,078  
     Interest payments
  $ 888,684     $ 901,130  
                 
Supplemental schedule of non-cash financing activities:
               
Issuance of stock options
  $ 115,492     $ -  
Restricted stock compensation
  $ 344,674     $ -  
 
The accompanying notes are an integral part of the unaudited consolidated financial statements
 
 
5

 
 
SOURCE FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2013
(UNAUDITED)

Note 1 – BASIS OF PRESENTATION AND ORGANIZATION
 
Basis of Presentation
The accompanying condensed consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“US GAAP”) and with the instructions to Form 10-Q.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to U.S. GAAP rules and regulations for presentation of interim financial information. Therefore, the unaudited condensed interim consolidated financial statements should be read in conjunction with the audited annual financial statements for the years ended June 30, 2013 and 2012. Current and future financial statements may not be directly comparable to the Company’s historical financial statements.  However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended June 30, 2013 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited consolidated financial statements should be read in conjunction with the financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended December 31, 2013 are not necessarily indicative of the results that may be expected for the year ending June 30, 2014.

Restatements
Subsequent to the issuance of the Company's financial statements for the fiscal year ended June 30, 2013, the Company determined that certain shares that had been authorized for issuance prior to the share exchange on June 30, 2013 and presentation of the stockholders’ equity on the consolidated balance sheet had not been properly accounted for in the Company’s financial statements.  Specifically, the number of shares outstanding as of June 30, 2013 was 10,300,000, of which 338,368 is to be issued. The Company decided to restate the consolidated balance sheet and stockholders’ equity for the fiscal year ended June 30, 2013 which resulted in a change in the opening numbers for the six months ended December 31, 2013.

The effect of the restatements are as follows:
 
   
Reported
   
Restated
 
CONSOLIDATED BALANCE SHEET
 
June 30, 2013
   
June 30, 2013
 
Preferred stock
  $ 50     $ 50  
Common stock
    996,164       996,163  
Common stock to be issued
    -       33,837  
Additional paid in capital
    14,496,411       14,462,575  
Other comprehensive income
    (1,052,144 )     (1,052,144 )
Accumulated income/(deficit)
    (6,917,697 )     (6,917,697 )
Total Stockholders' Equity
  $ 7,522,784     $ 7,522,784  

There was no impact on the Consolidated Statements of Operations and Comprehensive (Loss) Income.

Note 2 – DISCONTINUED OPERATIONS
 
In January 2014, management decided to return the ‘Wiki Technologies’ entity to Edward DeFeudis and Marco Garibaldi as per the terms of the Share Exchange Agreement (“Share Exchange Agreement”) dated May 30, 2013.  The decision was taken because revenue and profitability benchmarks as per the Share Exchange Agreement were unlikely to be met.  Revenue and expenses, and gains and losses relating to the discontinued business have been reclassified from the results of continuing operations and are reflected as net loss from discontinued operations in the statement of operations and comprehensive (loss) income.

 
6

 
 
The operating results of the discontinued operation are summarized as follows:

   
FOR THE THREE
MONTHS ENDED
   
FOR THE SIX
MONTHS ENDED
 
NET RESULT FROM DISCONTINUED OPERATIONS
 
12/31/2013
   
12/31/2012
   
12/31/2013
   
12/31/2012
 
Revenue
  $ 1,008     $ -     $ 2,647     $ -  
Cost of Revenue
    48,128       -       70,460       -  
Gross (Loss)
    (47,120 )     -       (67,813 )     -  
Operating Expenses
    58,778       -       230,277       -  
(Loss) from operations
    (105,898 )     -       (298,090 )     -  
Other income
    1,220       -       560       -  
(Loss) before tax
    (104,678 )     -       (297,530 )     -  
Tax
    -       -       -       -  
(Loss) after tax
  $ (104,678 )   $ -     $ (297,530 )   $ -  
 
All assets and liabilities of WikiTechnologies, Inc. have been classified as assets/liabilities of discontinued operations in the balance sheet.  The carrying amounts of assets and liabilities of discontinued operations are as follows:

ASSETS AND LIABILITIES OF DISCONTINUED OPERATIONS
 
12/31/2013
   
6/30/2013
 
Current assets
           
Cash and cash equivalents
  $ 3,312     $ 65,288  
Other current assets
    675       3,678  
Total current assets
    3,987       68,966  
Non Current Assets
               
Fixed Assets
    12,869       9,105  
Intellectual property
    195,949       198,354  
Other assets
    35,000       50,000  
Total Non Current assets
    243,818       257,459  
Total Assets
    247,805       326,425  
                 
Current Liabilities
               
Trade Creditors
    3,000       3,000  
Provisions and accruals
    3,912          
Intercompany liabilities
    64,999          
Total Current Liabilities
    71,911       3,000  
Non Current Liabilities Shareholder loans
    150,000          
Total Non Current liabilities
    150,000       -  
Total Liabilities
    221,911       3,000  
                 
Net Assets
  $ 25,894     $ 323,425  
 
The discontinued operations of Wiki Technologies, Inc. were reported in the United States of America segment in our geographic segment information as per Note 17.

Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
The consolidated financial statements include the accounts of Source Financial, Inc (“Source”) and its wholly owned subsidiaries Moneytech Limited (“Moneytech”), Moneytech Finance Pty Ltd, mPayments Pty Ltd., Moneytech POS Pty Ltd., Moneytech Services Pty Ltd, Moneytech USA and WikiTechnologies, Inc., collectively referred to as the Company.  All material intercompany accounts, transactions and profits were eliminated in consolidation.
 
 
7

 

Equity Investments
The Company uses the equity method of accounting for investments when the percentage of ownership of the investment is between 20% and 50%.  The Company includes the proportionate share of the profit or loss as part of the carrying value of the investment.

Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.  Significant estimates include collectability of accounts receivable, accounts payable, sales returns and recoverability of long-term assets.

Exchange (Loss) Gain
During the three and six months ended December 31, 2013 and 2012, the transactions of Moneytech and its wholly owned subsidiaries were denominated in foreign currency and were recorded in Australian dollar (AUD) at the rates of exchange in effect when the transactions occurred. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.

Foreign Currency Translation and Comprehensive (Loss) Income
The accounts of Moneytech Limited and its wholly owned subsidiaries were maintained, and its financial statements were expressed, in AUD. Such financial statements were translated into USD with the AUD as the functional currency.  All assets and liabilities were translated at the exchange rate at the balance sheet date, stockholder’s equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period.  Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction.  Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of shareholders’ equity.

Reportable Segment
The Company has one reportable segment.   The Company’s activities are interrelated and each activity is dependent upon and supportive of the other. Accordingly, all significant operating decisions are based on analysis of financial products provided as a single global business.

Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.

Cost of Revenue
Cost of revenue includes: programs licensed, operating costs including costs of funds and related product support service centers to drive traffic to our websites; costs incurred to support and maintain products and services, including inventory valuation adjustments, costs associated with the delivery of consulting services, and the amortization of capitalized intangible software costs. Capitalized intangible software costs are amortized over the estimated lives of the products.

Research and Development
Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs, localization costs incurred to translate software for international markets, and the amortization of purchased software code and services content. Such costs related to software development are included in research and development expense until the point that technological feasibility is reached, which for our software products is generally shortly before the products are put into service. Once technological feasibility is reached, such costs are capitalized and amortized to cost of revenue over the estimated lives of the products.  Certain research and development costs are eligible for reimbursement by the Australian government.  Research and development expense is included as an operating expense and research and development grant income is reported as other income.

 
8

 

Income Taxes
The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company follows FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (codified in FASB ASC Topic 740). When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

At December 31, 2013 and 2012, the Company had not taken any significant uncertain tax positions on its tax returns for 2012 and prior years or in computing its tax provision.

Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities.  The Company places its cash in what it believes to be credit-worthy financial institutions.  The Company has a diversified customer base, most of which are in Australia.  The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures.  The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

Risks and Uncertainties
The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.
 
 
9

 
 
If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.  Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

Cash and Cash Equivalents
Cash and equivalents include cash in hand and cash in demand deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less.  At December 31, 2013, the Company had $6,899,738 in cash, all of which was on deposit in Australia and not covered by insurance.  At June 30, 2013, the Company had $7,140,539 in cash in Australia which was not covered by insurance.  The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.
 
Allowance for Doubtful Accounts
The Company maintains reserves for potential credit losses on accounts receivable.  Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.

Inventory
Inventories are valued at the lower of cost (determined on a weighted average basis) or market.  Management compares the cost of inventories with the market value and allowance is made to write down inventories to market value, if lower.  As of December 31, 2013 and June 30, 2013, inventory only consisted of finished goods.

Property, Plant & Equipment
Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or the lease term. The estimated useful lives of our property and equipment are generally as follows:
 
Computer software 3 to 10 years  
Computer hardware 5 to 15 years  
Furniture and equipment 3 to 5 years  
                                                                                                                                                        
As of December 31, 2013 and June 30, 2013, Property, Plant & Equipment consisted of the following:

   
12/31/2013
   
6/30/2013
 
Office equipment
  $ 35,221     $ 35,949  
Furniture and fixtures
    225,269       229,927  
Computers and software
    1,282,160       1,282,317  
Accumulated Depreciation
    (1,039,927 )     (979,163 )
    $ 502,724     $ 569,031  
 
As of December 31, 2013 and 2012, depreciation expense consisted of the following:

   
FOR THE THREE
MONTHS ENDED
   
FOR THE SIX
MONTHS ENDED
 
    12/31/2013     12/31/2012     12/31/2013     12/31/2012  
Depreciation, operating
  $ 16,813     $ 18,867     $ 36,907     $ 29,921  
Depreciation, cost of revenue
    29,469       26,510       56,576       55,936  
Total depreciation expense
  $ 46,282     $ 45,377     $ 93,483     $ 85,857  
 
 
10

 

Fair Value of Financial Instruments
For certain of the Company’s financial instruments, including cash and equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities.  ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company.  ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures.  The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.  The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

As of December 31, 2013, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value.

Earnings per Share (EPS)
Basic EPS is computed by dividing income available to common shareholders and equivalents by the weighted average number of common shares and equivalents outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).

The following table sets for the computation of basic and diluted earnings per share for the three and six months ended December 31, 2013 and 2012:

   
FOR THE THREE
MONTHS ENDED
   
FOR THE SIX
MONTHS ENDED
 
   
12/31/2013
   
12/31/2012
   
12/31/2013
   
12/31/2012
 
Net (loss) income from continuing operations
  $ (313,673 )   $ 8,308     $ (421,941 )   $ 162,420  
Net result from discontinued operations
    (104,678 )     -       (297,530 )     -  
Net (loss) income
  $ (418,351 )   $ 8,308     $ (719,471 )   $ 162,420  
                                 
Weighted average number of shares used in computing basic and diluted net (loss) income per share:
                               
 
Basic
    10,470,632       5,300,000       10,449,303       5,300,000  
Dilutive effect of stock options
    -       -       -       -  
Diluted
    10,470,632       5,300,000       10,449,303       5,300,000  
 
 
11

 
 
   
FOR THE THREE
MONTHS ENDED
   
FOR THE SIX
MONTHS ENDED
 
    12/31/2013    
12/31/2012
    12/31/2013     12/31/2012  
Net (loss) income per share
                       
Basic and diluted:
                       
Continuing operations
  $ (0.030 )   $ 0.002     $ (0.040 )   $ 0.031  
Discontinued
  $ (0.010 )   $ -     $ (0.028 )   $ -  
Total
  $ (0.040 )   $ 0.002     $ (0.069 )   $ 0.031  
 
The options to purchase up to 62,996 shares of common stock were anti-dilutive during the three and six months ended December 31, 2013.

Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. Goodwill is not amortized but is evaluated for impairment at the reporting unit level annually as of June 30, or more frequently if events or changes in circumstances indicate that impairment may exist.

Effective October 1, 2011, the Company adopted ASU 2011-08, which allows the Company to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. This step serves as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. The two-step test first compares the fair value of the reporting unit to its carrying value. If the fair value exceeds the carrying value, no impairment exists, and the second step is not performed. If the fair value is less than the carrying value, the second step is performed to compute the amount of the impairment by comparing the implied fair value of reporting unit goodwill with the carrying amount of that goodwill. The adoption did not have a material impact on the consolidated financial statements.

The Company evaluated its goodwill for impairment on December 31, 2013, and concluded there was no impairment as of that date.

Intangible Assets
The Company records identifiable intangible assets at fair value on the date of acquisition and evaluates the useful life of each asset.  Finite-lived intangible assets primarily consist of software development capitalized. Finite-lived intangible assets are amortized on a straight-line basis and are tested for recoverability if events or changes in circumstances indicate that their carrying amounts may not be recoverable. These intangibles have useful lives ranging from 1 to 10 years. No events or changes in circumstances indicate that impairment existed as of December 31, 2013.

Stock-Based Compensation
We recognize all share-based payments to employees and to non-employee directors as compensation for service on our board of directors as compensation expense in the consolidated financial statements based on the fair values of such payments. Stock-based compensation expense recognized each period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

For share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Recently Issued Accounting Pronouncements
In July 2013, the FASB issued an accounting standards update intended to provide guidance on the presentation of unrecognized tax benefits, reflecting the manner in which an entity would settle, at the reporting date, any additional income taxes that would result from the disallowance of a tax position when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. This accounting standard will be effective for the Company beginning June 1, 2014; early adoption is permitted. The Company has early adopted this guidance and the adoption did not have a material impact on the Company's consolidated financial position or results of operations.
 
 
12

 

Reclassification
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. The Company concluded that it was appropriate to reclassify some if its depreciation expenses as cost of goods sold, which previously was included in operating expenses.

Note 4 – TRADE RECEIVABLES, NET
 
As of December 31, 2013 and June 30, 2013, trade receivables consist of the following:

   
12/31/2013
   
6/30/2013
 
Trade receivables
  $
27,602,077
    $
27,740,315
 
Allowance for bad debt
   
(833,486
)    
(731,475
)
Total trade receivables, net
  $
26,768,591
    $
27,008,840
 
 
Note 5 – DEFERRED TAX ASSETS
 
As of December 31, 2013 and June 30, 2013, the Company had deferred tax assets of $1,436,790 and $1,707,627 respectively.  The Company had approximately $4,499,872 as of December 31, 2013 and $5,692,050 as of June 30, 2013 in net operating loss (“NOL”) carry forward available to offset future taxable income in Australia.  The NOLs can be carried forward without expiration in Australia.

The deferred tax asset as of December 31, 2013 and June 30, 2013 consists of the tax benefit of the NOL carryforward.  Management believes that all NOLs will be utilized in the near future and therefore no allowance was provided.  Accordingly, the Company as of December 31, 2013 and June 30, 2013 has deferred tax asset of:

   
12/31/2013
   
6/30/2013
 
Current deferred tax assets
  $
268,440
    $
718,767
 
Non current deferred tax assets
   
1,081,531
     
988,860
 
Deferred tax assets
  $
1,349,971
    $
1,707,627
 
 
Note 6 – OTHER ASSETS
 
Other assets consist of the following as of December 31, 2013 and June 30, 2013:

Other current assets
 
12/31/2013
   
6/30/2013
 
Research & development grant receivable
  $ 680,048     $ 401,852  
Insurance claim receivable
    172,572       269,556  
Prepayment
    76,083       66,922  
Deferred compensation
    216,811       -  
Other assets
    353,977       78,718  
    $ 1,499,491     $ 817,048  
 
Other non current assets
 
12/31/2013
   
6/30/2013
 
Deferred payment processing cost
  $ -     $ -  
Prepaid gift card establishment fees
    -       45,973  
    $ -     $ 45,973  
 
13

 

Note 7 – INTANGIBLE ASSETS
 
Intangible assets consist of the following as of December 31, 2013 and June 30, 2013:

   
12/31/2013
   
6/30/2013
 
Moneytech and mPayments software
  $
5,901,743
    $
5,239,641
 
Accumulated amortization
   
(2,562,596
)    
(1,925,228
)
 
  $
3,339,148
    $
3,314,413
 
 
The intangible assets are amortized over 10-12 years.  Amortization expense of $264,204 and $259,650 was included in cost of revenues for the six months ended December 31, 2013 and 2012, respectively.

Note 8 – GOODWILL
 
As of December 31, 2013 and June 30, 2013, the Goodwill was comprised of the following:

   
12/31/2013
   
6/30/2013
 
Acquisition cost of Moneytech POS Pty Ltd.
  $
96,191
    $
98,180
 
Fixed assets received
   
(53,587
)    
(54,695
)
Liability assumed
   
25,055
     
25,572
 
Acquisition cost assigned to goodwill
  $
67,659
    $
69,057
 
 
Note 9 – TRADE AND OTHER PAYABLES
 
As of December 31, 2013 and June 30, 2013, trade and other payables consist of the following:

   
12/31/2013
   
6/30/2013
 
Trade payables
  $ 5,137,073     $ 4,848,656  
Employee benefits
    125,171       279,646  
Other liabilities
    (3,957 )     119,097  
Total payables
  $ 5,258,287     $ 5,247,399  
 
Note 10 – CURRENT LIABILITIES
 
   
12/31/2013
   
6/30/2013
 
Wholesale loan facility
  $ 25,593,086     $ 25,669,388  
Cash reserve
    2,648,529       2,731,094  
    $ 28,241,615     $ 28,400,482  
 
Wholesale Loan Facility
The Company had a secured line of credit under a Receivables Purchase Agreement (“RPA”) with a bank in Sydney Australia for up to AUD$30 million for the Company to use as of December 31, 2013 and June 30, 2013.  The line of credit is secured mainly by trade receivables.  Interest is charged at the bank’s reserve rate plus an agreed upon margin from the bank.  The agreement is renewed annually on an agreed anniversary date, the latest of which was December 31, 2013.  In 2014, the facility limit was  extended  to AUD$40 million and renewed until December 31, 2014, subject to pricing approval.  Interest expense charged to cost of revenue related to the loan for the six months ended December 31, 2013 and 2012 was approximately  USD $879,015 and USD $900,989, respectively.
 
Cash Reserve
The Company is required to maintain certain cash reserves with its senior debt provider in accordance with the RPA. The Required Cash Reserve amount may be provided by the Company or its customers and is held in a ‘Cash Reserve Account’ with its senior debt provider in accordance with the RPA’s terms and conditions.  The Required Cash Reserve balance is adjusted based on the RPA and the total facility limit provided to the Company by the senior lender.
 
 
14

 

Note 11 – NON-CURRENT LIABILITY
 
   
12/31/2013
   
6/30/2013
 
Shareholders loans
  $ 44,731     $ 45,665  
    $ 44,731     $ 45,665  
 
Shareholders’ Loan
The Company has a loan payable in the amount of AUD $50,000 to a shareholder.  The loan is due and payable on September 30, 2014.  Interest of 8% is only payable if Moneytech has positive retained earnings at the time of repayment.

Note 12 – STOCKHOLDERS’ EQUITY
 
Preferred Stock
The Company has 1,000,000 undesignated shares of Preferred Stock authorized, each having  a par value of $0.01, as of December 31, 2013 and had 10,000,000 undesignated shares of Preferred Stock authorized, each having a par value of $0.01, at June 30, 2013.  There were 5,000 shares of Series B Preferred Stock authorized, issued and outstanding as of December 31, 2013 and June 30, 2013 (the “Series B Preferred Shares”).  Under the terms of the Series B Preferred Stock Certificate of Designation, the holder(s) of the Series B Preferred Shares have the right, until June 30, 2018, to (A) elect the majority of the Company’s Board of Directors and (B) vote on all other matters to come before the holders of common stock (the “Common Stock) with each vote per share of Series B Preferred Stock equal to 1,000 shares of Common Stock.
 
After June 30, 2018, the Series B Preferred Shares shall have no voting rights and shall be redeemable by the Company for the sum of one tenth of a cent ($0.001) per Series B Preferred Share. The Series B Preferred Shares will not have any conversion rights and shall not be entitled to receive any dividends, distributions, or other economic or financial interest in the Company, and in the event of a liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, the holders of Class B Preferred Shares will be entitled to receive out of the Company’s assets, whether such assets are capital or surplus, of any nature, the sum of one-tenth of a cent ($0.001) per Series B Preferred Share, after payment to the holders of the Common Stock and the holders of any other series or class of the Company’s equity securities ranking senior to the Common Stock.
 
Common Stock
The Company has 50,000,000 shares of Common Stock authorized, each having   a par value of $0.001, as of December 31, 2013 and 500,000,000 shares of Common Stock authorized, each having  a par value of $0.1, as of June 30, 2013.  There were 9,811,632 shares issued and outstanding as of December 31, 2013 and 9,961,632 shares issued and outstanding as of June 30, 2013.  The Company has 509,000 and 338,368 shares to be issued as of December 31, 2013 and June 30, 2013, respectively.  Each share of Common Stock is entitled to one (1) vote.
 
On October 3, 2013, the Company amended and restated the certificate of incorporation to decrease the number of authorized shares of Common Stock and Preferred Stock to 50,000,000 and 1,000,000 respectively.  The Company also reduced the par value of the Common Stock to $0.001 from $0.10.

On October 29, 2013, 150,000 shares which had previously been issued to contractors were returned to treasury because performance criteria relating to the issuance of these shares had not been met.

Note 13 – STOCK COMPENSATION
 
Restricted shares
On July 23, 2013, the Company entered into a consulting agreement to promote the Company's image in both the industry and capital markets. In connection with the agreements, the Company was to issue 170,632 shares of Common Stock valued at $2.02 (stock price at grant date), and recorded $344,675 as deferred compensation.  During the three and six months ended December 31, 2013, the Company amortized $73,065 and $127,863 respectively as stock-based compensation.

   
Number of
Shares
 
Granted but not issued June 30, 2013
   
338,368
 
Issued during six months ended December 31, 2013
    -  
Granted during six months ended December 31, 2013
   
170,632
 
Granted but not issued December 31, 2013
   
509,000
 
 
 
15

 

Note 14 – STOCK OPTIONS
 
On April 19, 2013, the Company entered into an agreement with a software developer.  Upon achievement of certain milestones, the contractor can receive up to 100,000 Performance Based Stock Options at an exercise price of $2.50 per share.  The options vest and become exercisable immediately upon grant with a 3 year life.  As of December 31, 2013, 13,000 of the Performance Based Stock Options are vested. The FV of the options was calculated using the following assumptions: estimated life of three years, volatility of 351%, risk free interest rate of .35%, and dividend yield of 0%. The grant date FV of options was $249,995.

On July 19, 2013, the Company granted 75,000 Stock Options to each of the three non-employee directors pursuant to the Omnibus Incentive Plan.  These Stock Options are exercisable at an exercise price of $2.02 per share.  The options vest as to 2,083 shares per non-employee director on September 30, 2013, and as to an additional 2,083 shares each on the last day of each calendar month thereafter through and including August 31, 2016, except that the right to exercise the Options shall vest as to an additional 2,095 shares on the last day of August 31, 2016.  The options become exercisable immediately upon vesting and continue in force through June 30, 2020 (the "Expiration Date"), unless sooner terminated as provided herein and in the Plan. The FV of the options was calculated using the following assumptions: estimated life of seven years, volatility of 755 %, risk free interest rate of 2.02%, and dividend yield of 0%. The grant date FV of options was $454,500.

On August 22, 2013, the Company granted 25,000 Stock Options to a contractor.  These Stock Options are exercisable at an exercise price of $1.30 per share.  The options vested and become exercisable immediately upon granting and continue in force through August 22, 2016 (the "Expiration Date"), unless sooner terminated as provided by the agreement. The FV of the options was calculated using the following assumptions: estimated life of three years, volatility of 843%, risk free interest rate of .82%, and dividend yield of 0%. The grant date FV of options was $32,500.

The Company recorded $45,369 and $115,491 option expense in the three and six months, respectively, ended December 31, 2013.

The following is a summary of the activity and position as of December 31, 2013.

   
Number of
Stock Options
 
Outstanding at June 30, 2013
   
100,000
 
Granted
   
250,000
 
Exercised
    -  
Expired
    -  
Outstanding at December 31, 2013
   
350,000
 
Exercisable at December 31, 2013
   
62,996
 
 
 
16

 
 
Options outstanding at December 31, 2013 are as follows:
 
Exercise Price
 
Total Options Outstanding
   
Weighted
Average
Remaining
Life
(Years)
   
Total
Weighted
Average
Exercise
Price
   
Options
Exercisable
   
Weighted
Average
Exercise Price
 
$1.30 to $2.50
    350,000       5.412     $ 1.70       62,996     $ 1.70  
 
The fair value of the equity instruments granted was determined using the closing price on the day the shares were granted in the case of shares issued and using the Black and Scholes option valuation model in the case of share options granted.

Note 15 – RELATED PARTY TRANSACTIONS
 
During the three and six months ended December 31, 2013 and 2012, the Company paid a company controlled by the President of Moneytech for consulting services $96,782 and $52,977 (three months ended December 31, 2013 and 2012), respectively, and $122,449 and $105,943 (six months ended December 31, 2013 and 2012), respectively.

Note 16 – INCOME TAX
 
As of December 31, 2013, Moneytech had approximately $4,499,872 in net operating loss (“NOL”) carry forward available to offset future taxable income in Australia.  The NOLs can be carried forward without expiration in Australia.  The deferred tax asset as of December 31, 2013 and June 30, 2013 consists of the tax benefit of the NOL carry forward.  Management believes that all NOLs will be utilized in the near future and therefore no allowance was made.

As of December 31, 2013, Source had NOL’s of approximately $13 million dollars to offset future taxable income in the US.  Federal NOLs can generally be carried forward 20 years.  However, under Internal Revenue Code section 382 due to the change in ownership there are certain limitations placed on the NOL carryover and Source may only use approximately $161,500 per year of the available NOL.  The deferred tax assets of the US entities at December 31, 2013 were fully reserved.  Management believes it is more likely than not that these assets will not be realized in the near future.

The components of income before income taxes are as follows:

COMPONENTS OF INCOME BEFORE INCOME TAX
 
FOR THE THREE MONTHS ENDED
   
FOR THE SIX MONTHS ENDED
 
   
12/31/2013
   
12/31/2012
   
12/31/2013
   
12/31/2012
 
(Loss) income from continuing operations
  $ (14,486 )   $ 98,466     $ (82,525 )   $ 257,498  
Net loss from discontinued operations
    (104,678 )     -       (297,530 )     -  
(Loss) income before Income tax
    (119,164 )     98,466       (380,055 )     257,498  
                                 
Loss from USA operations
    (489,318 )     -       (807,091 )     -  
Income from Australian operations
    370,154       98,466       427,036       257,498  
(Loss) income before Income tax
    (119,164 )     98,466       (380,055 )     257,498  
                                 
Income tax
    299,187       90,158       339,416       95,078  
Effective tax rate
    (251 )%     92 %     (89 )%     37 %
 
 
17

 

The following is a reconciliation of the provision for income taxes at the US federal income tax rate to the income taxes reflected in the Statements of Operations and Comprehensive (Loss) Income for the three and six months ended December 31, 2013 and 2012, respectively:

INCOME TAX EXPENSE
 
FOR THE THREE MONTHS ENDED
   
FOR THE SIX MONTHS ENDED
 
   
12/31/2013
   
12/31/2012
   
12/31/2013
   
12/31/2012
 
Income tax expense - current
  $ -     $ -     $ -     $ -  
Income tax expense - deferred
    299,187       90,158       339,416       95,078  
Total
  $ 299,187     $ 90,158     $ 339,416     $ 95,078  
 
INCOME TAX RATE RECONCILIATION
 
FOR THE THREE MONTHS ENDED
   
FOR THE SIX MONTHS ENDED
 
   
12/31/2013
   
12/31/2012
   
12/31/2013
   
12/31/2012
 
US statutory rates
    34 %     34 %     34 %     34 %
Tax rate difference
    (4 )%     (4 )%     (4 )%     (4 )%
Research and development expenditure
    (19 )%     (7 )%     (8 )%     (5 )%
Amortisation of Intangibles
    (67 )%     38 %     (21 )%     29 %
USA losses
    (123 )%     - %     (64 )%     - %
Other expenses (benefits)
    (72 )%     30 %     (27 )%     (17 )%
Tax expenses at actual rate
    (251 )%     92 %     (89 )%     37 %
 
Note 17 – GEOGRAPHIC SEGMENT INFORMATION
 
As a result of the reverse merger on June 30, 2013 the Company operates in two regions: Australia and United States of America.  All inter-company transactions are eliminated in consolidation.

For the three months ended December 31, 2013 and 2012, geographic segment information is as follows:
 
    Three Months Ended December 31, 2013     Three Months Ended December 31, 2012  
   
Australia
   
USA
   
Elimination
   
Consolidated
   
Australia
   
USA
    Elimination    
Consolidated
 
Revenue
  $ 1,579,542     $ 3,182     $ -     $ 1,582,724     $ 1,309,608     $ -     $ -     $ 1,309,608  
Cost of Revenue
    802,152       50,332       -       852,484       770,794       -       -       770,794  
Total Expenses
    548,948       443,389       -       992,337       557,756       -       -       557,756  
Other Income
    141,711       1,221       -       142,932       117,408       -       -       117,408  
Net Income (Loss) before tax
    370,154       (489,318 )     -       (119,164 )     98,466       -       -       98,466  
Assets
    40,748,149       7,154,616       7,021,458       40,881,307       40,892,232       -       -       40,892,232  
Debt
    33,609,632       553,117       396,205       33,766,544       32,538,169       -       -       32,538,169  

 
18

 
 
For the six months ended December 31, 2013 and 2012, geographic segment information is as follows:
 
   
Six Months Ended December 31, 2013
   
Six Months Ended December 31, 2012
 
   
Australia
   
USA
   
Elimination
   
Consolidated
   
Australia
   
USA
   
Elimination
   
Consolidated
 
Revenue
  $
2,952,994
    $
4,821
    $
-
    $
2,957,815
    $
2,616,913
    $
-
    $
-
    $
2,616,913
 
Cost of Revenue
   
1,736,465
     
72,664
     
-
     
1,809,129
     
1,683,600
     
-
     
-
     
1,683,600
 
Total Expenses
   
1,141,343
     
739,809
     
-
     
1,881,152
     
916,715
     
-
     
-
     
916,715
 
Other Income
   
351,850
     
561
     
-
     
352,411
     
240,900
     
-
     
-
     
240,900
 
Net Income (Loss) before tax
   
427,036
     
(807,091
)
   
-
     
(380,055
)
   
257,498
     
-
     
-
     
257,498
 
Assets
   
40,748,149
     
7,154,616
     
7,021,458
     
40,881,307
     
40,892,232
     
-
     
-
     
40,892,232
 
Debt
   
33,609,632
     
553,117
     
396,205
     
33,766,544
     
32,538,169
     
-
     
-
     
32,538,169
 
 
Note 18 – EQUITY INVESTMENT
 
On January 16, 2013 the Company entered into an agreement whereby it received a 37.5% equity interest in 360 Market Pty. Limited (“360”) in exchange for allowing 360 to utilize certain license rights.  The investment is accounted for by the equity method.  For the period from inception to December 31, 2013, 360 incurred a loss and the Company therefore did not recognize any income or return from the investment.

Note 19 – COMMITMENTS
 
The Company leases two offices under renewable operating leases expiring on August 31, 2014 and July 31, 2015.  The aggregate monthly rent is approximately USD $11,228.  For the three months ended December 31, 2013 and 2012, the rental expense was USD $33,684 and USD $38,805, respectively.  For the six months ended December 31, 2013 and 2012, the rental expense was USD $69,283 and USD $71,819, respectively.

Future minimum rental payments required under operating leases as of December 31, 2013 are as follows:
 
June 30, 2014
  $ 106,478  
               2015
    12,800  
    $ 119,278  
 
Note 20 – SUBSEQUENT EVENTS
 
Management has evaluated events subsequent through February 14, 2014 for transactions and other events that may require adjustment of and/or disclosure in such financial statements and these included:
 
·  
In January 2014, management decided to return the ‘Wiki Technologies’ entity to Edward DeFeudis and Marco Garibaldi as per the Share Exchange Agreement.  The decision was taken because revenue and profitability benchmarks set forth in the Share Exchange Agreement were unlikely to be met.  The shares in Wiki Technologies, Inc. will be returned to Edward DeFeudis and Marco Garibaldi.   Edward DeFeudis and Marco Garibaldi will give up their right to the 2,240,000 Source Financial, Inc. shares of Common Stock which are held in Escrow on their behalf, of which 2,140,000 shares will be returned to  us for cancellation.

 
19

 
 
Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our Company’s financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this report and with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2013. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements.
 
Overview 

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

On June 30, 2013, we acquired Moneytech in exchange for 5,300,000 shares of our common stock (the “Share Exchange”). As a result of the Share Exchange, Moneytech has become our wholly-owned subsidiary, and the former shareholders of Moneytech own in excess of 50% of our outstanding shares of common stock on a fully diluted basis. In connection with 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 Series B Shares enable Mr. Evans, 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 our common stock (the “Common Shareholders), with each vote per Series B Share equal to 1,000 shares of common stock. After June 30, 2018, the Series B Shares will have no voting rights and may be redeemed by us for a per share price one tenth of a cent ($0.001).

The Share Exchange was accounted for as a recapitalization of Moneytech effected by a share exchange, where Moneytech is considered the acquirer for accounting and financial reporting purposes. Our net assets and liabilities as of the date of the consummation of the Share Exchange were brought forward at their book value and no goodwill was recognized.  Consequently, the historical consolidated financial statements of Moneytech are now the historical financial statements of Source Financial, Inc.

Moneytech commenced operations in 2003 as an Australian based, technology driven, commercial finance company. Moneytech has an 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 based, 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 based 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.

A reorganization of the company structure was effected following the acquisition of Moneytech on June 30, 2013.  The following chart reflects our organizational structure as of today.
 
 
20

 
 
 
 
Our objective is to become a leading provider of commercial lines of credit and financial services, in particular money transfer services, to small and medium businesses in Australia and the United States.  We seek to differentiate our services by developing and utilizing leading edge technologies to deliver our services.  Moneytech currently provides asset based  lines of credit in Australia using funds made available under its Receivables Purchase Facility (“RPA”) with one of the four leading Australian banks.  We also provide payment aggregation and processing solutions in Australia.  For the immediate future we intend to continue to focus on our asset based lending solutions business in Australia while seeking to expand our money transfer businesses in Australia and the United States.  We plan to achieve our growth objectives by signing up new customers for our products in existing markets, expanding the services offered to our customers, entering new international markets, and continuing our research and development efforts to launch new technology driven financial products into both the Australian and United States markets.
 
Discontinued operations
In January 2014, management decided to return the ‘Wiki Technologies’ entity to Edward DeFeudis and Marco Garibaldi as per the Share Exchange Agreement.  The decision was taken because revenue and profitability benchmarks set in the Share Exchange Agreement were unlikely to be met.  
 
Net income attributable to our shareholders, and the associated return on equity, are the primary metrics by which we judge the performance of our business. Accordingly, we closely monitor the primary drivers of net income:

·  
Net financing income - We track the split between the  interest income, finance charges 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 based line of credit is priced based on industry and individual customer risk profile.  Increases in delinquencies negatively impact our business performance.  Our profitability is directly connected to our net credit 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.  Portfolio volume and rate of turnover determine the magnitude of the impact of each of the above factors on our earnings, we also closely monitor new business volume and business growth.
 
 
21

 
 
The accounts of Moneytech and its wholly owned subsidiaries are maintained, and its consolidated financial statements are expressed, in Australian dollars.  Such financial statements were translated into United States Dollars with the Australian Dollar as the functional currency to prepare the consolidated financial statements included in this Report. All assets and liabilities were translated at the exchange rate at the balance sheet date, stockholder’s equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of shareholders’ equity.
 
Results of Operations

Three months ended December 31, 2013 and 2012
 
The following discussion of our results of operations constitutes management’s review of the factors that affected our financial and operating performance for the three months ended December 31, 2013 (“Q2 2014”) and 2012 (“Q2 2013”).  This discussion should be read in conjunction with the consolidated financial statements and notes thereto contained elsewhere in this report.

Set forth below are certain items from our operating statements for the three months ended December 31, 2013 and 2012:

   
THREE MONTHS ENDED
   
Dollar
   
Percentage
 
   
December 31,
2013
   
December 31,
2012
    Increase
(Decrease)
   
Increase
(Decrease)
 
                                 
Revenue
    1,581,716       1,309,608       272,108       21 %
Cost of  revenue
    783,425       770,794       12,631       2 %
Gross profit
    798,291       538,814       259,477       48 %
                                 
Compensation expenses
    251,521       231,954       19,567       8 %
Research and development expense
    109,397       118,057       (8,660 )     (7 )%
Bad debt expenses
    30,259       61,736       (31,477 )     (51 )%
Occupancy expenses
    70,123       64,862       5,261       8 %
Depreciation expense
    16,813       18,870       (2,057 )     (11 )%
General and administration expenses
    476,376       62,277       414,099       665 %
Income (loss) from operations
    (156,198 )     (18,942 )     (137,256 )     725 %
                                 
Other income
    141,712       117,408       24,304       21 %
                                 
Income before income tax
    (14,486 )     98,466       (112,952 )     (115 )%
                                 
Income tax expense
    299,187       90,158       209,029       232 %
                                 
Net (loss) income from continuing operations
    (313,673 )     8,308       (321,981 )     (3,876 )%
                                 
Net result from discontinued operations
    (104,678 )     -       (104,678 )     -  
                                 
Net (loss) income
    (418,351 )     8,308       (426,659 )     (5,136 )%
 
Revenue
 
Consolidated revenue from continuing operations for Q2 2014 were approximately $1,581,716, an increase of $272,108 or 21% from our consolidated revenue from continuing operations for Q2 2013 of $1,309,608.  Excluding differences attributable to changes in foreign exchange rates, revenue increased 36%.  The increase resulted primarily from an increase in Confirmed Capital and Credit Express revenue (36%) and a decrease in payment services revenue (1%).  The revenue from Confirmed Capital and Credit Express represented approximately 79% of our consolidated revenue for Q2 2014.  The Confirmed Capital and Credit Express revenue increase is mainly attributable to an increase in interest revenue (35%) and an increase in fees (1%).  Confirmed Capital and Credit Express revenue was 24% higher in total because of fees associated with the default of one Confirmed Capital customer which has been settled.  Lines of credit we funded decreased slightly from approximately AUD$62 million during Q2 2013 to AUD$59 million during Q2 2014.  The payment services revenues decrease is mainly attributable to a decrease in gift cards revenues (4%) and an increase in revenues at MPOS and mPay (4%).  MPOS and mPay are subsidiaries of Moneytech which provide money transfer services, in Australia.
 
 
22

 
 
Cost of Revenue; Gross Profit
 
Revenue from continuing operations, which is composed principally of the interest, fees and insurance we pay related to our RPA and the amortization expense of capitalized research and development costs, was $783,425 in Q2 2014, an increase of $12,574 or 2% from our cost of revenue of $770,794 for Q2 2013.  Excluding differences attributable to changes in foreign exchange rates, costs of sales increased 14%.  The increase is primarily the result of increases in Confirmed Capital and Credit Express costs (6%), increases in payment services costs (4%) and increases in amortization of intangibles (5%).  The Confirmed Capital and Credit Express cost increase is mainly attributable to an increase in interest expense (3%), an increase in insurance costs (2%) and an increase in fees associated with accounts (1%).  The increase in our interest expense primarily results from the growth in the volume of credit lines funded in the current period.  The payment services cost increase is mainly attributable to an increase in costs at MPOS and mPay (5%).

Our gross margin from continuing operations, increased $259,477 from $538,814 in Q2 2013 to $798,291 in Q2 2014.  This was primarily because net interest revenus and fee revenue in the Confirmed Capital and Credit Express business increased.  Net interest revenue increased primarily because lines of credit funded increased, because net interest margins increased as a result of a lag in decreasing the interest rates charged to our customers as the rate of interest charged under the RPA decreased and because increased rates of interest were charged on the default of a Confirmed Capital customer.  Fee revenue was also higher because of fees charged as a result of the Confirmed Capital customer default.

Operating Expenses; Bad Debt Expense; Income from Operations

Apart from the costs under our RPA, the other significant factor in determining our overall profitability is our operating expenses, in particular our bad debt expense.  Our bad debt expense for Q2 2014 was $30,259, representing a decrease of $31,477 from bad debt expense of $61,736 for Q2 2013.  We regularly evaluate the credit quality of our customers and this decrease is attributable to changes in the specific assessment of several customer balances in line with our credit and collections policy.
 
Our total operating expenses from continuing operations (other than bad debt) increased by $428,211 or 86% from $496,020 in Q2 2013 to $924,231 in Q2 2014.  This increase is primarily reflected by the inclusion of costs associated with operating in the United States including the issuance of restricted stock and options to employees, consultants and non-employee directors of the company ($110,934 or 22%) and other professional services ($252,310 or 51%).

Other Income; Provision for income taxes; net (loss) income
 
To date, our other expense (income) has consisted of financing costs other than those incurred under the RPA, offset by interest income on the cash reserves we are required to maintain under the RPA, and research and development grants received from the Australian government. In Q2 2014 we accrued AUD $120,000 for research grants we expect to receive later this year from the Australian government.
 
Our net loss from continuing operations before tax for Q2 2014 was $14,486, as opposed to net income of $98,466 for Q2 2013.  As a result of $299,187 in taxes incurred in Q2 2014, we incurred a net loss after tax for Q2 2014 of $313,673, as compared to net income after tax for Q2 2013 of $8,308.  No tax benefit has been recognised for the losses incurred in the United States because management believes it more likely than not that these assets will not be realized in the near future.  Operations in Australia remain profitable while operations in the United States are not yet profitable.  This is primarily attributable to the Wiki business not meeting targets and the subsequent decision to discontinue these operations.

Net loss from discontinued operations.

In January 2014, management decided to return the ‘Wiki Technologies’ entity to Edward DeFeudis and Marco Garibaldi set forth in the terms of the Share Exchange Agreement.  The decision was taken because revenue and profitability benchmarks as per the Share Exchange Agreement were unlikely to be met.  Revenue and expenses, and gains and losses relating to the discontinued business have been reclassified from the results of continuing operations and are reflected as net loss from discontinued operations.
 
 
23

 

Revenue $1,008, Cost of Revenue ($48,128), Operating expenses ($58,778) and Other income $1,220 contributed to the net loss of $104,678.  Operating expenses were lower in Q2 2014 as compared to Q1 2014 because the business paid only essential items.
 
Other comprehensive income.

Our other comprehensive income consists of gains and losses in net asset value that occur when movements in foreign exchange rates occur.  These gains or losses are primarily as a result of changes in the AUD/USD exchange rate.  We cannot and do not attempt to predict movements in these exchange rates.  The changes in net asset value occur because our net assets and operational activity are principally in Australian Dollars.  We do not hedge the foreign exchange rate exposure.  As operations in the United States expand the impact of foreign exchange rates on our results of operations will decrease.

The average AUD/USD exchange rates were 1 to 1.0387 and 1 to 0.9287 in Q2 2013 and  Q2 2014, respectively.

Six months ended December 31, 2013 and 2012

The following discussion of our results of operations constitutes management’s review of the factors that affected our financial and operating performance for the six months ended December 31, 2013 (“First Half 2014”) and 2012 (“First Half 2013”).  This discussion should be read in conjunction with the consolidated financial statements and notes thereto contained elsewhere in this report.

Set forth below are certain items from our operating statements for the six months ended December 31, 2013 and 2012:

   
SIX MONTHS ENDED
   
Dollar
   
Percentage
 
   
December 31,
2013
   
December 31,
2012
   
Increase
(Decrease)
   
Increase
(Decrease)
 
                                 
Revenue
    2,955,168       2,616,913       338,255       13 %
Costs of  revenue
    1,738,669       1,683,600       55,069       3 %
Gross profit
    1,216,499       933,313       283,186       30 %
                                 
Compensation expenses
    369,074       386,883       (17,809 )     (5 )%
Research and development expense
    218,795       236,115       (17,320 )     (7 )%
Bad debt expenses
    251,252       68,686       182,566       266 %
Occupancy expenses
    132,041       123,489       8,552       7 %
Depreciation expense
    36,907       29,921       6,986       23 %
General and administration expenses
    642,806       71,621       571,185       798 %
Income (loss) from operations
    (434,376 )     16,598       (450,974 )     (2,717 )%
                                 
Other income
    351,851       240,900       110,951       46 %
                                 
Income before income tax
    (82,525 )     257,498       (340,023 )     (132 )%
                                 
Income tax expense
    339,416       95,078       244,338       257 %
                                 
Net (loss) income from continuing operations
    (421,941 )     162,420       (584,361 )     (360 )%
                                 
Net result from discontinued operations
    (297,530 )     -       (297,530 )     -  
                                 
Net (loss) income
    (719,471 )     162,420       (881,891 )     (543 )%
 
 
24

 
 
 
Revenue

Consolidated revenue from continuing operations for the First Half  2014 were approximately $2,955,168, an increase of $338,255 or 13% from our consolidated revenue from continuing operations for the First Half  2013 of $2,616,913.  Excluding differences attributable to changes in foreign exchange rates, revenue increased 27%.  The increase resulted primarily from an increase in Confirmed Capital and Credit Express revenue (23%) and an increase in payment services revenue (1%).  The revenue from Confirmed Capital and Credit Express represented approximately 75% of our consolidated revenue for the First Half  2014.  The Confirmed Capital and Credit Express revenue increase is mainly attributable to an increase in interest revenue (22%) and an increase in fees charged to new customers to set up their accounts (3%).  Confirmed Capital and Credit Express revenue was 12% higher in total because of fees associated with the default of one Confirmed Capital customer which has been settled.  The remainder of the increase in interest revenue primarily results from an increase in the lines of credit we funded from approximately AUD$122 million during the First Half  2013 to AUD$133 million during the First Half  2014.  The payment services revenue increase is mainly attributable to a decrease in gift cards revenue (2%) and an increase in revenuesat MPOS and mPay (7%).  MPOS and mPay are subsidiaries of Moneytech which provide money transfer services in Australia.

Cost of Revenue; Gross Profit

Our cost of revenue from continuing operations, which is composed principally of the interest, fees and insurance we pay related to our RPA and the amortization expense of capitalized research and development costs, was $1,738,669 in the First Half  2014, an increase of $55,069 or 3% from our cost of sales of $1,683,600 for the First Half  2013.  Excluding differences attributable to changes in foreign exchange rates, costs of sales increased 16%.  The increase is primarily the result of increases in Confirmed Capital and Credit Express costs (10%), increases in payment services costs (3%) and increases in amortization of intangibles (3%).  The Confirmed Capital and Credit Express cost increase is mainly attributable to an increase in interest expense (6%), an in increase in costs associated with setting up the accounts of new customers (4%), a decrease in insurance costs (1%) and an increase in fees associated with existing accounts (1%).  The increase in our interest expense primarily results from the growth in the volume of credit lines funded in the current period.  The payment services cost increase is mainly attributable to an increase in costs at Mpos and mPay .

Our gross margin from continuing operations, increased $283,186 from $933,313 in the First Half  2013 to $1,216,499 in the First Half   2014.  This was primarily because net interest revenues and fee revenues in the Confirmed Capital and Credit Express business increased.  Net interest revenues increased primarily because lines of credit funded increased, because net interest margins increased as a result of a lag in decreasing the interest rates charged to our customers as the rate of interest charged under the RPA decreased and because increased rates of interest were charged on the default of a Confirmed Capital customer.  Fee revenue was also higher because of fees charged as a result of the Confirmed Capital customer default.
 
Operating Expenses; Bad Debt Expense; Income from Operations

Apart from the costs under our RPA, the other significant factor in determining our overall profitability is our operating expenses, in particular our bad debt expense.  Our bad debt expense for the First Half 2014 was $251,252, representing an increase of $182,566 from bad debt expense of $68,686 for the First Half  2013.  We regularly evaluate the credit quality of our customers and this increase is primarily attributable to the provision for a new matter in Q1 2014 in line with specific assessment of customer balances in line with our credit and collections policy.
 
Our total operating expenses from continuing operations (other than bad debt) increased by $551,594 or 65% from $848,028 in the First Half  2013 to $1,399,623 in the First Half  2014.  This increase is primarily reflected by the inclusion of costs associated with operating in the United States including the issuance of restricted stock and options to employees, consultants and non-employee directors of the company ($178,356 or 21%) and other professional services ($304,885 or 36%).
 
Other Income; Provision for income taxes; net (loss) income

To date, our other expense (income) has consisted of financing costs other than those incurred under the RPA, offset by interest income on the cash reserves we are required to maintain under the RPA, and research and development grants received from the Australian government. In the First Half  2014 we accrued AUD $320,000 for research grants we expect to receive later this year from the Australian government.
 
Our net loss from continuing operations before tax for the First Half 2014 was $82,525, as opposed to net income of $257,498 for First Half  2013.  As a result of $339,416 in taxes incurred in the First Half  2014, we incurred a net loss after tax for the First Half  2014 of $421,941, as compared to net income after tax for the First Half 2013 of $162,420.  No tax benefit has been recognised for the losses incurred in the United States because management believes it more likely than not that these assets will not be realized in the near future.  Operations in Australia (Moneytech) remain profitable while operations in the United States (Source) are not yet profitable.  This is primarily attributable to the WikiTechnologies business not meeting targets and the subsequent decision to discontinue these operations.
 
 
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Net loss from discontinued operations.
In January 2014, management decided to return the ‘Wiki Technologies’ entity to Edward DeFeudis and Marco Garibaldi as per the terms of the Share Exchange Agreement.  The decision was taken because revenue and profitability benchmarks as per the Share Exchange Agreement were unlikely to be met.  Revenue and expenses, and gains and losses relating to the discontinued business have been reclassified from the results of continuing operations and are reflected as net loss from discontinued operations.

Revenue $2,647, Cost of Revenue ($70,460), Operating expenses ($230,277) and Other income $560 contributed to the net loss of $297,530.

Other comprehensive income.
Our other comprehensive income consists of gains and losses in net asset value that occur when movements in foreign exchange rates occur.  These gains or losses are primarily as a result of changes in the  AUD/USD exchange rate.  We cannot and do not attempt to predict movements in these exchange rates.  The changes in net asset value occur because our net assets and operational activity are principally in Australian Dollars.  We do not hedge the foreign exchange rate exposure.  As operations in the United States expand the impact of foreign exchange rates on our results of operations will decrease.

The average AUD/USD exchange rates were 1 to 1.0386 and 1 to 0.9225 in the First Half  2013 and the First Half 2014, respectively.

Comparison of Balance Sheet Data as at December 31, 2013 and June 30, 2013

Set forth below are certain items from our Consolidated Balance Sheet at December 31, 2013 and June 30, 2013:

   
December 31,
2013
   
June 30,
2013
 
Cash and cash equivalents
    6,899,738       7,140,539  
Trade Receivables      26,768,591       27,008,840  
TOTAL ASSETS
    40,881,307       41,219,330  
                 
Wholesale Loan Facility
    25,593,086       25,669,388  
Total Liabilities
    33,766,544       33,696,546  
                 
TOTAL EQUITY
    7,114,763       7,522,784  

Liquidity and Capital Resources

Set forth below are certain items from our Statement of Cash Flows for the three and six months ended December 31, 2013 and 2012:

   
SIX MONTHS ENDED
 
   
December 31,
2013
   
December 31,
2012
 
Net cash (used in) operating activities
    (132,257 )     (585,603 )
Net cash (used in) investing activities
    (395,928 )     (588,018 )
Net cash provided by financing activities
    429,299       807,650  
Net cash (used in) discontinued operations
    (65,287 )     -  
Exchange rate effect on cash
    (141,916 )     124,483  
Net cash (outflow)
    (306,089 )     (241,488 )
 
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Cash (Used in) Operating Activities
During the six months ended December 31, 2013, we used approximately $132,257 of net cash in our operating activities. This reflects our net loss from continuing operations of $421,940 plus $289,683 provided by changes in operating assets and liabilities and adjustments for non-cash items. Cash provided by working capital items was primarily impacted by an increase in trade receivables of $316,347, reflecting an increase  in credit lines provided and other items which used $69,987. Adjustments for non-cash items consisted of depreciation and amortization in the amount of $357,687 and stock options and shares issued for compensation of $178,356.

During the six months ended December 31, 2012, we used approximately $585,601 of net cash in our operating activities.  This reflects our net income of $162,421 less cash used by changes in operating assets and liabilities and adjustments for non-cash items.   Cash used by working capital items and other activities was primarily impacted by a decrease in trade payables of $1,191,086, reflecting a decrease in buyer payments and sellers liabilities and other items providing $97,556. Adjustments for non-cash items consisted entirely of depreciation and amortization $345,507.
  
Cash (Used) in Investing Activities
During the six months ended December 31, 2013, net cash used in investing activities of $395,928 was primarily impacted by $322,875 in capitalized costs incurred on the development of intangible assets.  Principally software related to The Moneytech Exchange and mPay.
 
During the six months ended December 31, 2012, net cash used in investing activities of $588,018 primarily reflects capitalized costs incurred on the development of intangible assets, principally software related incurred in the development of The Moneytech Exchange.
  
Cash Provided by Financing Activities 
During the six months ended December 31, 2013, net cash provided by financing activities of $429,299 primarily reflects an increase in our borrowings under the Wholesale Loan Facility of $457,395.  Withdrawals from our capital reserve accounts by our customers of $28,096 account for the difference.

During the six months ended December 31, 2012 net cash provided by financing activities of $807,650 primarily reflects an increase in our borrowings under the Wholesale Loan Facility of $531,199.  Contributions to our capital reserve accounts by from our customers of $347,921 and loans repaid of $71,470 account for the difference.
 
Cash (Used in) discontinued operations 
During the six months ended December 31, 2013, net cash used in discontinued operations of $65,287 primarily reflects the losses made by the Wiki business of $297,530 offset by adjustments for non-cash items and changes in operating assets and liabilities providing $88,149 and net cash provided by financing activities of $150,000.  Net cash used by investing activities of $5,906 accounts for the difference.

Net cash (outflow)
During the six months ended December 31, 2013, net cash decreased by $306,089 as compared to the six months ended June 30, 2013, where net cash decreased by $241,486.

Our ability to offer asset based credit lines is determined by the amount of our capital and the amount of funds we can borrow.  We require a significant amount of liquidity to offer our asset based credit lines and our rate of growth and profitability will, for the foreseeable future, largely be determined by our ability to raise equity or borrow funds with which to purchase receivables and the effective cost of such funds.
 
Credit Facility
In 2005 we entered into a Receivables Purchase Agreement (the “Wholesale Facility” or the “RPA”) with one of the “Big Four” Australian Banks which has been renewed annually each year thereafter.  Pursuant to this Agreement we electronically offer eligible receivables to our lender for purchase on a nightly basis.  These offerings are then settled by the lender on a daily basis.  The funds we receive upon settlement are automatically and electronically delivered to our customers.  Our gross profit is represented by the difference between what we charge our customers in interest, finance charges and fees and what we pay to our lender. Our borrowing limit under the RPA is AUD$50 million, subject to interim agreed upon limits determined by various tests and covenants.  As at December 31, 2013 our borrowing capacity was limited to AUD $30 million and the total amount drawn against the facility was $25,593,086.  The agreement is renewed annually on an agreed anniversary date, the latest of which was December 31, 2013.  In 2014, the facility interim agreed upon limit has been extended to AUD$40 million and renewed until December 31, 2014, subject to pricing approval.
 
 
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We pay an interest rate on all borrowed monies under the RPA which is directly linked to the Reserve Bank of Australia cash-rate, a utilization fee charged on monies available to be borrowed but not utilized, an annual line fee and fees for electronically accessing the facility.  The Facility contains a number of covenants relating to our financial performance and performance of our receivables portfolio including but not limited to net profit targets, maximum dilution ratios, concentration limits, maximum delinquency ratios and cash reserve requirements.  As of the date hereof we are in compliance with all covenants imposed by the RPA.
  
We, in turn, provide our customers with funds provided by the RPA.  We charge each of our clients, interest at a rate above that charged by our lender and seek to have our clients pay a fee corresponding to each of the fees charged to us in respect of their loans.  To the extent that the RPA requires that we deposit monies into an account to partially secure repayment of our loans, we seek to have those funds advanced by our customers as a condition of their credit lines.  The cash reserve we are required to maintain pursuant to the RPA is included under Cash and cash equivalents on our balance sheet.

Commitments for Capital Expenditures

We do not have any commitments for capital expenditures.

The design and technical development of The Moneytech Exchange is completed and it is operational. Although we will continue to upgrade and add additional functionality to The Moneytech Exchange and will need to add additional personnel as we grow, the rate of growth of these expenses should be less than the rate of growth of our revenue. Further, we anticipate that as we expand our portfolio and increase the number of services we offer, the rate of growth in the lines of credit we service and in our revenues will exceed the rate of growth in our operating expenses.  There are a number of reasons for this, the most significant being that most of the expense involved with any debtor/obligor is incurred when the relationship is established.  In the absence of a default or other triggering event, so long as a debtor/obligor is online, it generates revenue for us with little impact on our operating expenses.

In addition to the upgrade and addition of functionality to The Moneytech Exchange, we will also incur expenditure on research and development of our payments services platform and functionality.
 
Off Balance Sheet Items

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).
 
Critical Accounting Policies

Use of Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes, and the impact of changes in currency exchange rates. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in Note 3 to our consolidated financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating our financial statements and our management’s discussion and analysis.
  
The preparation of financial statements in conformity with US GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include collectability of accounts receivable and recoverability of long-term assets.
 
Allowance for Doubtful Accounts
The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves.
 
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable, and collectability is probable. Revenue generally is recognized net of allowances for returns and any taxes collected from customers and subsequently remitted to governmental authorities.
 
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base, most of which are in Australia. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.
 
 
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Cost of Revenue
Cost of revenue includes; programs licensed; operating costs including costs of funds and related product support service centers to drive traffic to our websites, costs incurred to support and maintain products and services, including inventory valuation adjustments; costs associated with the delivery of consulting services; and the amortization of capitalized intangible software costs. Capitalized intangible software costs are amortized over the estimated lives of the products.
 
Exchange (Loss) Gain
During the three months and six months ended December 31, 2013 and 2012, the transactions of Moneytech and its wholly owned subsidiaries were denominated in foreign currency and were recorded in Australian dollar (AUD) at the rates of exchange in effect when the transactions occurred. Exchange gains and losses are recognized for the different foreign exchange rates applied when the foreign currency assets and liabilities are settled.
 
Foreign Currency Translation and Comprehensive (Loss) Income
The accounts of Moneytech and its wholly owned subsidiaries were maintained, and its financial statements were expressed, in AUD. Such financial statements were translated into USD with the AUD as the functional currency. All assets and liabilities were translated at the exchange rate at the balance sheet date, stockholder’s equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of operations. The resulting translation adjustments are reported under other comprehensive income as a component of shareholders’ equity.

Item 3.      Quantitative and Qualitative Disclosures about Market Risk

Not applicable as the Company is a smaller reporting company
 
 
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Item 4.      Controls and Procedures
 
a)  
Disclosure Controls and Procedures
 
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-15(f) and 15d-15(f) as of the end of the period covered by this report and have concluded that the disclosure controls and procedures are effective.

b)  
Changes in Internal Control over Financial Reporting
 
There have been no changes in the Company’s internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II     OTHER INFORMATION
 
Item 1A.    Risk Factors
 
Our business is subject to numerous risks and uncertainties including but not limited to those discussed in "Risk Factors" in our Annual Report on Form 10-K for fiscal year ended June 30, 2013, filed with the Securities and Exchange Commission on October 15, 2013 which are incorporated by reference into this report.
 
 
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Item 6.      Exhibits
  
The following exhibits are filed herewith:
 
Exhibit
Number
 
 
Document
   
31.1
 
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
31.2
 
Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
32.1
  
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
32.2
  
Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
101.INS*   XBRL Instance Document
101.SCH*   XBRL Taxonomy Extension Schema
101.CAL*  
XBRL Taxonomy Extension Calculation
101.DEF*   XBRL Taxonomy Extension Definition
101.LAB*   XBRL Taxonomy Extension Label
101.PRE*   XBRL Taxonomy Extension Presentation
 
* In accordance with Rule 406T of Regulation S-T, the XBRL information in Exhibit 101 to this quarterly report on Form 10-Q shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
 
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SIGNATURES
 
In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
SOURCE FINANCIAL, INC.
 
       
February 14, 2014
By:
/s/ Hugh Evans        
 
   
Hugh Evans
Chief Executive Officer
(Principal Executive Officer)
 
       
February 14, 2014
By:
 /s/ Brian M. Pullar              
 
   
Brian M. Pullar
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
 
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