UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---

FORM 10-K/A

(Amendment No. 1)



(Mark one)



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



For the fiscal year ended September 30, 2013



| ̈ | TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------



For the Transition period from ________ to ____________



Commission File Number: 001-33937



LiveDeal, Inc.

(Exact Name of Registrant as Specified in Its
Charter)



|Nevada                                                                         |  | 85-0206668                       
|------------------------------------------------------------------------------ |  | ---------------------------------
|(State or Other Jurisdiction of Incorporation
        or
        Organization) |  | (IRS Employer Identification No.)
|                                                                               |  |                                  
|325
    East Warm Springs Road, Las Vegas, Nevada                              |  | 89119                            
|(Address of principal executive offices)                                       |  | (Zip Code)                       



Registrant’s telephone number, including
area code: (702) 939-0231



Securities registered under Section 12(b) of
the Exchange Act: None



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



Common Stock, $.001 Par Value

(Title of Class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox

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. YesxNoo

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 during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). YesxNo ̈

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

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



|Large accelerated filero                                            | Accelerated filero        
|------------------------------------------------------------------- | --------------------------
|                                                                    |                           
|Non-accelerated filero(Do not check if a smaller reporting company) | Smaller reporting companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox



The aggregate market value of the registrant’s
common stock held by non-affiliates computed based on the closing sales price of such stock on March 31, 2013 was $6,124,445.



The number of shares outstanding of the registrant’s
common stock, as of January 27, 2014, was 4,397,114 shares.
















EXPLANATORY NOTE



This Amendment No. 1 amends
LiveDeal, Inc.’s (“LiveDeal” or the “Company”) Annual Report on Form 10-K for the fiscal year ended
September 30, 2013, which was filed with the Securities and Exchange Commission (“SEC”) on January 10, 2014 (the “Original
Filing”). The Company is filing this Amendment No. 1 to provide the information required in Part III of Form 10-K, because
the Company is still finalizing the proposals to be considered at its Annual Meeting of Stockholders and, accordingly, the definitive
Proxy Statement relating to such Annual Meeting will be filed after the date hereof. In lieu of filing a Current Report on Form
8-K, the Company is also disclosing certain information in Item 9B of this Amendment No. 1. Except as described above, this Amendment
No. 1 does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures included
therein to reflect any subsequent events.



NOTE REGARDING FORWARD
STOCK SPLIT: On January 23, 2014, our Board of Directors approved a 3-for-1 forward stock split with respect to the Company’s
common stock. Stockholders will receive three shares of common stock for every one share of common stock owned on the record date
of February 3, 2014. The additional shares will be distributed as of the close of business on February 11, 2014. The forward stock
split will be effected on NASDAQ at the open of trading on February 12, 2014. In connection with the forward stock split, the Company’s
authorized shares of common stock will also increase from 10,000,000 shares to 30,000,000 shares. Because the forward stock split
has not yet been completed as of the date of this Amendment No. 1, references to share amounts in this filing have not been updated
to reflect the impact of the forward stock split.







1





PART II



ITEM 9B. Other Information



On January 26, 2014, Greg
A. LeClaire informed the Board of Directors of his decision to resign as a director of the Company and as Chairman of our Audit
Committee, effective immediately. Mr. LeClaire did not resign because of any disagreement relating to the Company’s operations,
policies or practices.



On January 27, 2014, the
Company’s Board of Directors appointed Kenneth L. Waggoner as a director of the Company to fill the vacancy created by Mr.
LeClaire’s resignation. Mr. Waggoner will serve a term in office until the Company’s next Annual Meeting of Stockholders
(at which Mr. Waggoner will be nominated for re-election), or until his earlier resignation or removal in accordance with the Company’s
Amended and Restated Bylaws. Mr. Waggoner was also appointed to serve as a member of the Company’s Audit Committee, effective
immediately. The Board of Directors has affirmatively determined that Mr. Waggoner is an “independent director” for
purposes of the rules and regulations of the Securities and Exchange Commission and the NASDAQ Capital Market, and that he has
the other qualifications required for service on the Audit Committee. The Board is still considering whether Mr. Waggoner will
be appointed to serve on the Company’s Compensation Committee and/or Corporate Governance and Nominating Committee. Mr. Waggoner
will be compensated for his service as a member of the Board of Directors and such committee(s) in accordance with the Company’s
customary policies and practices.





PART III



ITEM 10. Directors, Executive Officers
and Corporate Governance



Directors and Executive Officers



The following table sets
forth for each director and executive officer of the Company his age and position as of January 27, 2014:



|Name                   | Age | Title                                                   
|---------------------- | --- | --------------------------------------------------------
|Jon Isaac              | 31  | President, Chief Executive Officer and Director         
|Tony Isaac             | 59  | Financial Planning and Strategist/Economist and Director
|Richard D. Butler, Jr. | 64  | Director                                                
|Dennis (De) Gao        | 33  | Director                                                
|Kenneth L. Waggoner    | 65  | Director                                                



Certain Family Relationships



Jon Isaac, who is a director
and serves as our President and Chief Executive Officer, is the son of Tony Isaac, who is also a director and serves as our Financial
Planning and Strategist/Economist.



Director Biographies and Qualifications



|Jon Isaac | Mr. Jon Isaac has served as a director
of our Company since December 2011 and became our President and Chief Executive Officer in January 2012. He is the founder of
Isaac Organization, a privately held investment company. At Isaac Organization, Mr. Isaac has closed a variety of multi-faceted
real estate deals and has experience in aiding public companies to implement turnarounds and in raising capital. Mr. Isaac studied
Economics and Finance at the University of Ottawa, Canada.
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Specific Qualifications:
| | ------------------------





| | • | Relevant educational background and business experience.                              
| | - | --------------------------------------------------------------------------------------
| | • | Experience in aiding public companies to implement turnarounds and in raising capital.







2









|Tony Isaac | Mr. Tony Isaac has served as a director of
        our Company since December 2011 and began serving as the Company’s Financial Planning and Strategist/Economist in July 2012.
        He is the Chairman and Co-Founder of Isaac Organization, a privately held investment company. Mr. Isaac has invested in various
        companies, both private and public from 1980 to present. Mr. Isaac’s specialty is negotiation and problem-solving of complex
        real estate and business transactions. Mr. Isaac graduated from Ottawa University in 1981, where he majored in Commerce and Business
        Administration and Economics.
        
        Specific Qualifications:
|---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | • | Relevant
educational background and business experience.                                       
| | - | -----------------------------------------------------------------------------------------------
| | • | Experience in negotiation and problem-solving of complex real estate and business
transactions.







|Richard D. Butler, Jr.
        Audit Committee
        Member
        Corporate
        Governance and Nominating Committee Chairman | Mr. Butler is Chairman of the Corporate Governance
        and Nominating Committee and has served as a director and member of the Audit Committee of our Company since August 2006 (including
        YP.com from 2006-2007). He is a veteran savings and loan and mortgage banking executive, co-founder and major shareholder of Aspen
        Healthcare, Inc. and Ref-Razzer Corporation, former Chief Executive Officer of Mt. Whitney Savings Bank, Chief Executive Officer
        of First Federal Mortgage Bank, Chief Executive Officer of Trafalgar Mortgage, and Executive Officer & Member of the President’s
        Advisory Committee at State Savings & Loan Association (peak assets $14 billion) and American Savings & Loan Association
        (NYSE: FCA; peak assets $34 billion). Mr. Butler attended Bowling Green University in Ohio, San Joaquin Delta College in California
        and Southern Oregon State College.
        
        Specific Qualifications:
|------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Relevant
educational background and business experience.                                                        
| | - | ----------------------------------------------------------------------------------------------------------------
| | • | Extensive experience as Chief Executive
Officer for several companies in the banking and finance industries.    
| | • | Experience as a public company director.                                                                        
| | • | Experience
in workouts and restructurings, mergers, acquisitions, business development, and sales and marketing.
| | • | Background and experience
in finance required for service on Audit Committee.                                   







|Dennis (De) Gao
        Audit Committee
        Member | Mr. Gao has served as a director of our Company
        and as a member of the Audit Committee since January 2012.  In July 2010, Mr. Gao co-founded and became the CFO at Oxstones
        Capital Management, a privately held company and a social and philanthropic enterprise, serving as an idea exchange for the global
        community.  Prior to establishing Oxstones Capital Management, from June 2008 until July 2010, Mr. Gao was a product owner
        at Procter and Gamble for its consolidation system and was responsible for the Procter and Gamble’s financial report consolidation
        process.  From May 2007 to May 2008, Mr. Gao was a financial analyst at the Internal Revenue Service's CFO division. Mr. Gao
        has a dual major Bachelor of Science degree in Computer Science and Economics from University of Maryland, and an M.B.A. specializing
        in finance and accounting from Georgetown University’s McDonough School of Business.
        
        Specific Qualifications:
|------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Relevant
educational background and business experience.                                                                                                                                                  
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | Background
and experience in finance required for service on Audit Committee.                                                                                                                             
| | • | Experience
having ultimate responsibility for the preparation and presentation of financial statements (“financial literacy”
required by applicable NASDAQ rules for service as Audit Committee chairman).
| | • | “Audit Committee Financial Expert” for
purposes of SEC rules and regulations (required for service as Audit Committee chairman).                                                                          







3







|Kenneth L. Waggoner
        Audit Committee Member | Mr. Waggoner has served as a director of our
        Company and as a member of the Audit Committee since January 2014. He is the Chief Executive Officer and President of Nuvilex,
        Inc., a biotechnology company focused on developing and preparing to commercialize treatments for cancer and diabetes based upon
        a proprietary cellulose-based live-cell encapsulation technology, called Cell-in-a-BoxTM. This unique technology
        will be used as a platform upon which treatments for several types of cancer, including advanced, inoperable pancreatic cancer,
        and diabetes are being built. Mr. Waggoner has almost four decades of experience in management, business, operations and law. He
        started his career as an attorney in private practice. Notably, he was a senior partner with Brobeck, Phleger and Harrison, named
        one of the top two law firms worldwide that provide services to biotechnology clients including Chiron, Amgen, Biogen Idec, Sangamo,
        Ligand, DepoTech and many others. He was the Managing Partner of Brobeck’s Los Angeles office. Mr. Waggoner was also a member
        of the Executive Committee for almost 10 years and on the Policy Committee for numerous years managing Brobeck’s worldwide
        operations with annual revenues in excess of $750,000,000. While at Brobeck, Mr. Waggoner was the Co-Chairman of Brobeck’s
        world-wide Environmental Law Group. Further highlights of Mr. Waggoner’s career include leadership and legal positions with
        several start-up companies, including LiveDeal, Inc., during the last several years as well as working with Fortune 500 companies
        most of his professional career. During his tenure with Chevron, Mr. Waggoner served as the Vice President and General Counsel
        of its Global Downstream operations where he was responsible for the overall management of legal services to the North American,
        Latin American, Europe and Asian Products Companies.  At Chevron, Mr. Waggoner led a successful restructuring of the company’s
        international Legal Department following Chevron’s acquisition of Texaco. Mr. Waggoner received his Juris Doctorate with
        honors in 1973 from Loyola University School of Law in Los Angeles.
        
        Specific Qualifications:
|-------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | • | Relevant educational
background, business and legal experience, including in the areas of operations and mergers and acquisitions.
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| | • | Experience
as an executive officer.                                                                                               
| | • | Background and experience in finance required for service on Audit Committee.                                                     



Audit Committee



The purpose of our Audit
Committee is to assist our Board of Directors in overseeing (i) the integrity of our Company’s accounting and financial reporting
processes, the audits of our financial statements, as well as our systems of internal controls regarding finance, accounting, and
legal compliance; (ii) our Company’s compliance with legal and regulatory requirements; (iii) the qualifications, independence
and performance of our independent public accountants; (iv) our Company’s financial risk; and (v) our Company’s internal
audit function. In carrying out this purpose, the Audit Committee maintains and facilitates free and open communication between
the Board, the independent public accountants, and our management. Messrs. Gao (Chairman), Butler and Waggoner currently serve
on our Audit Committee. Each member of the committee satisfies the independence standards specified in Rule 5605(a)(2) of the NASDAQ
Listing Rules and the related rules of the SEC and has been determined by the Board to be “financially literate” with
accounting or related financial management experience. The Board has also determined that Mr. Gao is an “audit committee
financial expert” as defined under SEC rules and regulations, and qualifies as a financially sophisticated audit committee
member as required under Rule 5605(c)(2)(A) of the NASDAQ Listing Rules. The Board has adopted a charter for the Audit Committee,
a copy of which is posted on our website at ir.livedeal.com/governance-documents. The Audit Committee met four times during fiscal
2013.

4





Section 16(a) Beneficial Ownership Reporting
Compliance



Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires our directors, certain of our officers and persons who own at least 10% of a registered
class of our equity securities to file reports of ownership and changes in ownership with the SEC. Based solely on our review of
the copies of such forms filed with the SEC and on written representations provided to us by our directors and officers, all Section
16(a) filing requirements applicable to our directors, officers and 10% or greater stockholders were complied with during the fiscal
year that ended September 30, 2013, with the exception of the following:



|Name                               | No. Late Reports (Form 4s) | No. Transactions Covered
|---------------------------------- | -------------------------- | ------------------------
|Jon Isaac/Isaac Capital Group, LLC | 4                          | 4                       
|Richard D. Butler, Jr.             | 9                          | 9                       
|Thomas J. Clarke, Jr.              | 8                          | 8                       
|John Kocmur                        | 10                         | 10                      
|Greg A. LeClaire                   | 9                          | 9                       



Code of Ethics



We have adopted a Code
of Business Conduct and Ethics that applies to all directors, officers and employees of our Company, including the Chief Executive
Officer and other principal financial and operating officers of the Company. The Code of Business Conduct and Ethics is posted
on our website at ir.livedeal.com/governance-documents. If we make any amendment to, or grant any waivers of, a provision of the
Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting
officer or controller where such amendment or waiver is required to be disclosed under applicable SEC rules, we intend to disclose
such amendment or waiver and the reasons therefor on Form 8-K or on our website.





ITEM 11. Executive Compensation



Overview



The purpose of this Compensation
Discussion and Analysis (“CD&A”) is to provide material information about the Company’s compensation philosophy,
objectives and other relevant policies and to explain and put into context the material elements of the disclosure that follows
in this Proxy Statement with respect to the compensation of our named executive officers (in this CD&A, referred to as the
“NEOs”). For fiscal 2013, our NEOs were:



Jon Isaac, President and Chief Executive
Officer

Tony Isaac, Financial Planning and
Strategist/Economist



The Compensation Committee



The Compensation Committee
annually reviews the performance and compensation of the Chief Executive Officer or other principal executive officer (currently,
our President and Chief Executive Officer) and the Company’s other executive officers. Additionally, the Compensation Committee
reviews compensation of outside directors for service on the Board and for service on committees of the Board, and administers
the Company’s stock plans.



Role of Executives in Determining Executive Compensation



The Chief Executive Officer
or other principal executive officer (currently, our President and Chief Executive Officer) provides input to the Compensation
Committee regarding the performance of the other NEOs and offers recommendations regarding their compensation packages in light
of such performance. The Compensation Committee is ultimately responsible, however, for determining the compensation of the NEOs,
including the Chief Executive Officer or other principal executive officer.



5





Compensation Philosophy and Objectives



The Compensation Committee
and the Board believe that the Company’s compensation programs for its executive officers should reflect the Company’s
performance and the value created for its stockholders. In addition, we believe the compensation programs should support the goals
and values of the Company and should reward individual contributions to the Company’s success. Specifically, the Company’s
executive compensation program is intended to:



| | • | attract and retain the highest caliber executive officers;
| | - | ----------------------------------------------------------

| | • | drive achievement of business strategies and goals;
| | - | ---------------------------------------------------

| | • | motivate performance in an entrepreneurial, incentive-driven culture;
| | - | ---------------------------------------------------------------------

| | • | closely align the interests of executive officers with the interests
of the Company’s stockholders;
| | - | ---------------------------------------------------------------------------------------------------

| | • | promote and maintain high ethical standards and business practices;
and
| | - | -----------------------------------------------------------------------

| | • | reward results and the creation of stockholder value.
| | - | -----------------------------------------------------



Factors Considered in Determining Compensation; Components
of Compensation



The Compensation Committee
makes executive compensation decisions on the basis of total compensation, rather than on individual components of compensation.
We attempt to create an integrated total compensation program structured to balance both short and long-term financial and strategic
goals. Our compensation should be competitive enough to attract and retain highly skilled individuals. In this regard, we utilize
a combination of between two to four of the following types of compensation to compensate our executive officers:



| | • | base salary;
| | - | ------------

| | • | performance bonuses, which may be earned
annually depending on the Company’s achievement of pre-established goals;
| | - | ------------------------------------------------------------------------------------------------------------------

| | • | cash bonuses given at the discretion of
the Board; and
| | - | ------------------------------------------------------

| | • | equity compensation, consisting of restricted
stock and/or stock options.
| | - | -------------------------------------------------------------------------



The Compensation Committee
periodically reviews each executive officer’s base salary and makes appropriate recommendations to the Board. Salaries are
based on the following factors:



| | • | the Company’s performance for the
prior fiscal years and subjective evaluation of each executive’s contribution to that performance;
| | - | ------------------------------------------------------------------------------------------------------------------------------------

| | • | the performance of the particular executive
in relation to established goals or strategic plans; and
| | - | ----------------------------------------------------------------------------------------------------

| | • | competitive levels of compensation for
executive positions based on information drawn from compensation surveys and other relevant information.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------



Performance bonuses and
equity compensation are awarded based upon the recommendation of the Compensation Committee. Restricted stock is granted under
the Company’s stockholder-approved equity incentive plan(s) and is priced at 100% of the closing price of the Company’s
common stock on the date of grant. Incentive and/or non-qualified stock options are generally granted under the Company’s
stockholder-approved equity incentive plan(s), as well, with the exercise price of such options set at 100% of the closing price
of the Company’s common stock on the date of grant. These grants are made with a view to linking executives’ compensation
to the long-term financial success of the Company.



Use of Benchmarking and Compensation Peer Groups



The Compensation Committee
did not utilize any benchmarking measure in fiscal 2013 and traditionally has not tied compensation directly to a specific profitability
measurement, market value of the Company’s common stock or benchmark related to any established peer or industry group. Salary
increases are based on the terms of the NEOs’ employment agreements, if applicable, and correlated with the Board’s
and the Compensation Committee’s assessment of each NEO’s performance. The Company also generally seeks to increase
or decrease compensation, as appropriate, based upon changes in an executive officer’s functional responsibilities within
the Company. Historically, the Compensation Committee has not used outside consultants in determining the compensation of the NEOs,
and no such consultants were engaged during fiscal 2013.



Other Compensation Policies and Considerations; Tax Issues
and Risk Management



The intention of the Company
has been to compensate the NEOs in a manner that maximizes the Company’s ability to deduct such compensation expenses for
federal income tax purposes. However, the Compensation Committee has the discretion to provide compensation that is not “performance-based”
under Section 162(m) of the Code it determines that such compensation is in the best interests of the Company and its stockholders.
For fiscal 2013, the Company expects to deduct all compensation expenses paid to the NEOs.



On an annual basis, the
Compensation Committee evaluates the Company’s compensation policies and practices for its employees, including the NEOs,
to assess whether such policies and practices create risks that are reasonably likely to have a material adverse effect on the
Company.  Based on its evaluation, the Compensation Committee has determined that the Company’s compensation policies
and practices do not create such risks.

6





SUMMARY COMPENSATION TABLE



|Name and Principal Position                          |  | Year |  |  | Salary($) |         |  | Bonus($) |  |         | Option Awards ($)(1) |  |  | All Other Compensation ($) |  |  | Total($) |  
|---------------------------------------------------- |  | ---- |  |  | --------- | ------- |  | -------- |  | ------- | -------------------- |  |  | -------------------------- |  |  | -------- | -
|Jon Isaac, President and Chief Executive Officer (2) |  | 2013 |  |  |           | 145,385 |  |          |  | 150,000 |                      |  |  | 149,973                    |  |  |          | –
|                                                     |  | 2012 |  |  |           | 1       |  |          |  | –       |                      |  |  | –                          |  |  |          | –
|Tony Isaac, Financial Planning and                   |  | 2013 |  |  |           | 144,000 |  |          |  | –       |                      |  |  | –                          |  |  |          | –
|Strategist/Economist                                 |  | 2012 |  |  |           | 27,000  |  |          |  | –       |                      |  |  | –                          |  |  |          | –
|                                                     |  |      |  |  |           |         |  |          |  |         |                      |  |  |                            |  |  |          |  

_______________

| | (1) | The amounts reflect the dollar amount recognized for financial statement reporting purposes in
accordance with SFAS No. 123(R) (“SFAS 123(R)”). These amounts reflect LiveDeal’s accounting expense for these
awards, and do not correspond to the actual value that may be recognized by the NEOs.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr. Jon Isaac’s $150,000 bonus was paid pursuant to the terms of his Employment Agreement
(which is described below) in consideration of the services he provided to the Company during the first 12 months of his tenure
as President and Chief Executive Officer, when his base salary was $1 and no other compensation was paid to him.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



EMPLOYMENT AGREEMENTS



On January 13, 2012, our
Board of Directors appointed Jon Isaac to serve as our President and Chief Executive Officer. At the time, the Company did not
enter into a written Employment Agreement with Mr. Isaac, but he was paid an annual salary of $1 for his services and was eligible
to receive bonuses in such forms and amounts as determined by our Compensation Committee.



On February 14, 2013, the
Company entered into a written Employment Agreement with Jon Isaac, pursuant to which he will continue serving as our President
and Chief Executive Officer for the period from January 1, 2013 to January 1, 2016. The material terms of the Employment Agreement
are as follows:



| | • | $200,000 annual base salary throughout
the term of the Employment Agreement.
| | - | ----------------------------------------------------------------------------

| | • | Eligibility to receive performance-based
bonuses in the sole discretion of the Company’s Compensation Committee.
| | - | ----------------------------------------------------------------------------------------------------------------

| | • | A one-time discretionary bonus of $150,000
for services performed as President and Chief Executive Officer for the previous 12 months, to be paid in cash on or before March
31, 2013. This bonus was approved by the Company’s Compensation Committee.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | Reimbursement for reasonable housing expenses.
| | - | ----------------------------------------------

| | • | Grant of options to purchase 150,000 shares
of the Company’s common stock, subject to continued employment on the applicable vesting dates and the other terms and conditions
summarized below:
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | 50,000 shares will vest on the first anniversary of the date of grant and be exercisable for five
years after vesting at an exercise price of $5.00 per share;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | 50,000 shares will vest in 12 equal monthly installments, beginning on the date that is 13 months
after the date of grant and ending on the second anniversary of the date of grant, and be exercisable for five years after vesting
at an exercise price of $7.50 per share; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | 50,000 shares will vest in 12 equal monthly installments, beginning on the date that is 25 months
after the date of grant and ending on the third anniversary of the date of grant, and be exercisable for five years after vesting
at an exercise price of $10.00 per share.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR
END



The following table summarizes
all stock options held by the NEOs as of the end of fiscal 2013.



|Name      |  | Number of Securities
    Underlying Unexercised Options (#) |  | Option Exercise
    Price ($) |  | Option Expiration
    Date
|--------- |  | ----------------------------------------------------------- |  | ----------------------------- |  | --------------------------
|Jon Isaac |  | 50,000 (1)                                                  |  | $5.00                         |  | 1/1/2019                  
|          |  | 50,000 (1)                                                  |  | $7.50                         |  | 1/1/2020                  
|          |  | 50,000 (1)                                                  |  | $10.00                        |  | 1/1/2021                  

_______________

| | (1) | 50,000 shares ($5.00 per share exercise price) vested on January 1, 2014. 50,000 shares ($7.50
per share exercise price) will vest in 12 equal monthly installments between February 1, 2014 and January 1, 2015. 50,000 shares
($10.00 per share exercise price) will vest in 12 equal monthly installments between February 1, 2015 and January 1, 2016.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





7









DIRECTOR COMPENSATION



Directors who are
also employees of the Company (including Mr. Jon Isaac and Mr. Tony Isaac) do not receive any separate compensation in
connection with their Board service. Our non-employee directors generally receive a $25,000 annual retainer, although we make
different arrangements with certain of our non-employee directors from time to time. Our Lead Director (if any) and
committee chairpersons generally receive an additional annual retainer (equal to $10,000 for the Lead Director and Audit
Committee Chairman, and $5,000 for the chairpersons of the other committees). In the event that the Chairman of the Board is
a non-employee director, we also pay such person an additional retainer. We reimburse directors for reasonable expenses
related to their Board service.



The table on the following
page summarizes compensation paid to each of our non-employee directors who served in such capacity during fiscal 2013.



|Name                      |  | Fees Earned or Paid in Cash ($) |        |  | Stock Awards ($)(1) |  |        | Total ($) | 
|------------------------- |  | ------------------------------- | ------ |  | ------------------- |  | ------ | --------- | 
|Richard D. Butler, Jr.    |  |                                 | 7,500  |  |                     |  | 22,500 |           | 
|Thomas J. Clarke, Jr. (2) |  |                                 | –      |  |                     |  | 17,661 |           | 
|Dennis Gao                |  |                                 | 25,000 |  |                     |  | –      |           | 
|John Kocmur (3)           |  |                                 | 6,250  |  |                     |  | 18,750 |           | 
|Greg A. LeClaire (4)      |  |                                 | –      |  |                     |  | 35,000 |           | 

_______________

| | (1) | Amounts represent value of shares granted to directors in lieu of paying them cash director fees.
Shares were granted on a monthly basis, and the number of shares granted each month was determined by dividing the cash director
fee payable to the applicable director for the immediately preceding month by the price of the Company’s common stock, as
reported by the NASDAQ Capital Market, on the date of grant.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr. Clarke resigned from the Board of Directors on May 2, 2013.
| | --- | ---------------------------------------------------------------

| | (3) | Mr. Kocmur resigned from the Board of Directors on January 9, 2014.
| | --- | -------------------------------------------------------------------

| | (4) | Mr. LeClaire resigned from the Board of Directors on January 26, 2014.
| | --- | ----------------------------------------------------------------------



Compensation Committee Interlocks and Insider Participation



The Company typically has
a Compensation Committee comprised of independent directors. During fiscal 2013, former directors Thomas J. Clarke, Jr. and Greg
A. LeClaire served on the Compensation Committee, as did John Kocmur, but all such directors resigned from the Board of Directors
prior to the date of this filing. The Board anticipates that it will appoint at least two independent directors to fill such vacancies
in the near future, but pending such appointments, the independent members of the Board of Directors have assumed responsibility
for deciding the compensation of our executive officers. No member of the Compensation Committee was at any time during the past
fiscal year an officer or employee of the Company, was formerly an officer of the Company or any of its subsidiaries, or had any
employment relationship with the Company or any of its subsidiaries. No executive officer of LiveDeal has served as a director
or member of the Compensation Committee (or other committee serving an equivalent function) of any other entity, one of whose executive
officers served as a director of or member of the Compensation Committee of LiveDeal.



Compensation Committee Report



The independent members
of the Board of Directors have reviewed and discussed with management the Compensation Discussion and Analysis required by Item
402(b) of Regulation S-K and, based on such review and discussions, such independent directors recommended to the Board that the
Compensation Discussion and Analysis be included in this Amendment No. 1 to Annual Report on Form 10-K/A.





| | The Independent Members of the Board of Directors
Richard D. Butler, Jr.

Dennis (De) Gao

Kenneth L. Waggoner
| | --------------------------------------------------------------------------------------------------------------





8







ITEM 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters



Security Ownership of Certain Beneficial
Owners and Management



The following table sets
forth information regarding the beneficial ownership of our common stock as of January 27, 2014 of (i) each executive officer
and each director of our Company; (ii) all executive officers and directors of our Company as a group; and (iii) each person known
to the Company to be the beneficial owner of more than 5% of our common stock. We deem shares of our common stock that may be
acquired by an individual or group within 60 days of January 27, 2014, pursuant to the exercise of options or warrants or conversion
of convertible securities, to be outstanding for the purpose of computing the percentage ownership of such individual or group,
but these shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person or
group shown in the table. Percentage of ownership is based on 4,397,114 shares of common stock outstanding on January 27, 2014.
The information as to beneficial ownership was either (i) furnished to us by or on behalf of the persons named or (ii) determined
based on a review of the beneficial owners’ Schedules 13D/G and Section 16 filings with respect to our common stock. Unless
otherwise indicated, the business address of each person listed is 325 East Warm Springs Road, Suite 102, Las Vegas, Nevada 89119.



|Name of Beneficial Owner                                                                   |  |  | Amount and Nature of Beneficial Ownership |  |  |  | Percentage of Class | 
|------------------------------------------------------------------------------------------ |  |  | ----------------------------------------- |  |  |  | ------------------- | 
|                                                                                           |  |  |                                           |  |  |  |                     | 
|Executive Officers and Directors:                                                          |  |  |                                           |  |  |  |                     | 
|Jon Isaac (1)                                                                              |  |  | 2,372,562                                 |  |  |  | 43.8%               | 
|Tony Isaac                                                                                 |  |  | –                                         |  |  |  | –                   | 
|Richard D. Butler, Jr.                                                                     |  |  | 24,617                                    |  |  |  | *                   | 
|Dennis Gao                                                                                 |  |  | –                                         |  |  |  | –                   | 
|Kenneth L. Waggoner                                                                        |  |  | –                                         |  |  |  | –                   | 
|All Executive Officers and Directors as a group (5 persons)                                |  |  | 2,397,179                                 |  |  |  | 44.3%               | 
|                                                                                           |  |  |                                           |  |  |  |                     | 
|Other 5% Stockholders:                                                                     |  |  |                                           |  |  |  |                     | 
|Isaac Capital Group, LLC (2) 12520 High Bluff Drive, Suite 145 San Diego, California 92130 |  |  | 2,314,229                                 |  |  |  | 43.2%               | 
|Kingston Diversified Holdings LLC 535 Burleigh Private Ottawa, Ontario K1J 1J9             |  |  | 403,225                                   |  |  |  | 9.2%                | 
|John Kocmur 4482 Hortensia Street San Diego, California 92103                              |  |  | 454,402                                   |  |  |  | 10.3%               | 







____________________________

*Represents less than 1% of our issued and
outstanding common stock.



| | (1) | Includes 1,358,727 shares of common stock owned by Isaac Capital Group, LLC (“ICG”),
of which Jon Isaac is the President and sole member and according has sole voting and dispositive power with respect to such shares.
Also includes warrants to purchase 955,502 additional shares of common stock at exercise prices ranging from $1.66 to $2.85 per
share held by ICG. Finally, Mr. Isaac holds options to purchase up to 150,000 shares of common stock at exercise prices ranging
from $5.00 to $10.00 per share, 58,333 of which are exercisable as of (or within 60 days after) January 27, 2014.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Includes 1,358,727 shares of common stock owned by ICG. Also includes warrants to purchase 955,502
additional shares of common stock at exercise prices ranging from $1.66 to $2.85 per share held by ICG.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

9







Equity Compensation Plan Information



The following table summarizes
securities available for issuance under LiveDeal’s equity compensation plans as of September 30, 2013:



|Plan Category                                              |  | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) |  | Weighted-average exercise price of outstanding options, warrants and rights (b) |  | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|                                                           |  |                                                                                                 |  |                                                                                 |  |                                                                                                                                                
|Equity compensation plans approved by security holders (1) |  | 225,000                                                                                         |  | $8.47                                                                           |  | –                                                                                                                                              
|                                                           |  |                                                                                                 |  |                                                                                 |  |                                                                                                                                                
|Equity compensation plans not approved by security holders |  | –                                                                                               |  | –                                                                               |  | –                                                                                                                                              
|                                                           |  |                                                                                                 |  |                                                                                 |  |                                                                                                                                                
|Total                                                      |  | 225,000                                                                                         |  | $8.47                                                                           |  | –                                                                                                                                              

_______________

| | (1) | Comprised of the LiveDeal, Inc. Amended and Restated 2003 Stock Plan.
| | --- | ---------------------------------------------------------------------



LiveDeal, Inc. Amended and Restated
2003 Stock Plan



During the fiscal year
ended September 30, 2002, our stockholders approved the 2002 Employees, Officers & Directors Stock Option Plan (the “2002
Plan”), which was intended to replace our 1998 Stock Option Plan (the “1998 Plan”). The 2002 Plan was never implemented,
however, and no options, shares or any other securities were issued or granted under the 2002 Plan. There were 30,000 shares of
our common stock authorized for issuance under the 2002 Plan. On June 30, 2003 and July 21, 2003, respectively, the Board and a
majority of our stockholders terminated both the 1998 Plan and the 2002 Plan and approved our 2003 Stock Plan. The 30,000 shares
of common stock previously allocated to the 2002 Plan were re-allocated to the 2003 Stock Plan.



In April 2004, our stockholders
and the Board approved an amendment to the 2003 Stock Plan to increase the aggregate number of shares available thereunder by 20,000
shares in order to have an adequate number of shares available for future grants. At our 2007 Annual Meeting, our stockholders
approved an amendment that increased the aggregate number of shares available for issuance under the 2003 Stock Plan to 80,000
shares. At our 2008 Annual Meeting, our stockholders rejected an amendment that would have increased the number of shares available
for issuance from 80,000 shares to 110,000 shares. At our 2009 Annual Meeting, our stockholders approved an amendment that increased
the aggregate number of shares available for issuance under the 2003 Stock Plan by 60,000 shares, to 140,000 shares in the aggregate.
At our 2012 Annual Meeting, our stockholders approved an amendment that increased the aggregate number of shares available for
issuance under the 2003 Stock Plan by 200,000 shares, to 340,000 shares in the aggregate. The



2014 Omnibus Equity Incentive Plan



On January 7, 2014, our
Board of Directors adopted the 2014 Omnibus Equity Incentive Plan (the “2014 Plan”), which authorizes the issuance
of distribution equivalent rights, incentive stock options, non-qualified stock options, performance stock, performance units,
restricted ordinary shares, restricted stock units, stock appreciation rights, tandem stock appreciation rights and unrestricted
ordinary shares to our officers, employees, directors, consultants and advisors. The Company has reserved up to 600,000 shares
of common stock for issuance under the 2014 Plan. Pursuant to Nasdaq Listing Rule 5635(c), the Company intends to seek stockholder
approval of the 2014 Plan at our 2014 Annual Meeting of Stockholders.



10





ITEM 13. Certain Relationships and
Related Transactions, and Director Independence



Related Party Transactions



ICG Convertible Note Transaction



On April 3, 2012 (the “Closing
Date”), the Company entered into a Note Purchase Agreement (the “ICG Purchase Agreement”) with Isaac Capital
Group, LLC (“ICG”), which is a related party, pursuant to which ICG agreed to purchase for cash up to $2,000,000 in
aggregate principal amount of the Company’s unsecured Subordinated Convertible Notes (“Notes”). ICG is owned
by Jon Isaac, the Company’s President and Chief Executive Officer and a director on the Company’s Board. Prior to this
transaction, Mr. Isaac owned 403,225 shares, or 16.8% of the Company’s outstanding common stock. The Purchase Agreement and
the Notes, which are unsecured, provide that all amounts payable by the Company to ICG under the Notes were due and payable on
April 3, 2013 (“Maturity Date”), provided that the Company had the option in its discretion to extend the Maturity
Date by up to one (1) year if no Event of Default (as defined in the Purchase Agreement) had occurred and is continuing, and the
Company was in material compliance with its agreements and covenants under the Purchase Agreement and the Notes, as of the Maturity
Date. The Company exercised such option prior to the Maturity Date.



On January 14, 2013, the
Company and ICG amended the Purchase Agreement to clarify ambiguities and correct inadvertent mistakes related to the warrant issuance
timing and the conversion price of a Note, and to amend various anti-dilution features. These changes were consistent with the
intent of the parties at the time they entered into the Purchase Agreement and are consistent with the Company’s past practices
related to the Notes and warrants. In particular, the amendment clarifies that the warrants will be issued upon conversion (rather
than upon issuance) of the Notes and provides that the conversion price of a Note shall be based upon a floor price of $1.00 per
share, regardless if the Company’s stock is trading below that amount at the time ICG elects to convert a Note.



The Purchase Agreement
and the Notes, as amended, provide that:



| | • | The Notes will accrue interest at an annual interest rate equal to 8%. All interest will be payable
on the Maturity Date or upon the conversion of the applicable Note.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | The Company has the option to prepay each Note, in whole or in part, at any time without premium
or penalty.
| | - | ------------------------------------------------------------------------------------------------------------

| | • | If ICG elects to convert all or any portion of any Note, the Company must issue to ICG on the date
of the conversion a warrant (“Contingent Warrant”) to purchase a number of shares of the Company’s common stock
equal to the number of shares issuable upon conversion. This number of shares is subject to adjustment in the event of stock splits
or combinations, stock dividends, certain pro rata distributions, and certain fundamental transactions. Each Contingent
Warrant will be exercisable for a period of five (5) years following the date of its issuance at an exercise price equal to 120%
of the conversion price of the applicable Note (with the exercise price being subject to adjustment under the same conditions as
the number of shares for which the warrant is exercisable). The Contingent Warrants provide that they may be exercised in whole
or in part and include a cashless exercise feature.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | The Notes provide that, upon the occurrence of any Event of Default, all amounts payable to ICG
will become immediately due and payable without any demand or notice.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | The Company may issue additional Notes in an aggregate principal amount of up to $1,750,000 to
ICG from time to time upon notice to ICG prior to April 3, 2013, provided that each Note must be in a principal amount of at least
$100,000.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | • | The Company (i) is required to provide certain financial and other information to ICG from time
to time, (ii) must maintain its corporate existence, business, assets, properties, insurance and records in accordance with the
requirements set forth in the Purchase Agreement, (iii) with certain exceptions, must not incur or suffer to exist any liens or
other encumbrances with respect to the Company’s property or assets, (iv) must not make certain loans or investments except
in compliance with the terms of the Purchase Agreement, and (v) must not enter into certain types of transactions, including dispositions
of its assets or business.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The events of default (“Events
of Default”) which trigger the acceleration of the Notes include (among other things): (i) the Company’s failure to
make any payment required under the Notes when due (subject to a three-day cure period), (ii) the Company’s failure to comply
with its covenants and agreements under the Purchase Agreement, the Notes and any other transaction documents, and (iii) the occurrence
of a change of control with respect to the Company.



The Company issued an initial
Note in the principal amount of $250,000 to ICG on the Closing Date. On September 10, 2012, ICG elected to convert that Note at
a conversion price of $2.38 per share, resulting in the issuance of 109,139 shares. In accordance with the terms of the agreement,
warrants to acquire 109,139 shares were issued upon conversion with an exercise price of ($2.38 x 120%) $2.85 per share.

11





On December 11, 2012, the
Company issued a second Note to ICG in the principal amount of $250,000, pursuant to the Purchase Agreement. On December 17, 2012,
ICG elected to convert that Note at a conversion price of $2.02 per share, resulting in the issuance of 123,829 shares of the Company’s
common stock and a warrant to acquire 123,829 additional shares of the Company’s common stock at an exercise price of $2.43
per share.



On March 22, 2013 and March
25, 2013, the Company issued a third and fourth Note to ICG in the principal amount of $500,000 and $250,000 respectively, pursuant
to the Purchase Agreement. On March 27, 2013, ICG elected to convert these Notes, resulting in the issuance of 543,962 shares of
the Company’s common stock and a warrant to acquire 543,962 additional shares of the Company’s common stock at an exercise
price of $1.66 per share.



On March 28, 2013, the
Company issued a fifth Note to ICG in the principal amount of $250,000 pursuant to the Purchase Agreement. On March 28, 2013, ICG
elected to convert that Note, resulting in the issuance of 178,572 additional shares of the Company’s common stock and a
warrant to acquire 178,572 shares at an exercise price of $1.68 per share.



The Company has used the
proceeds of all Notes issued in connection with the Purchase Agreement for working capital and other general corporate purposes.



Executive Office Space



Our San
Diego executive office is located at 12520 High Bluff Drive, San Diego, California, where we utilize approximately 1,600
square feet of space in Plaza Del Mar. This office is currently being provided to us by a company that is a related party to
Isaac Capital Group LLC, one of our largest stockholders, which is owned by Jon Isaac, our President and Chief Executive
Officer and one of our directors. The Company reimburses the entity that leases the space on a pro rata basis according to
actual usage. The Company’s expenses for the space are approximately $3,800 per month.



Sale of Common Stock to Director



On September 30, 2013,
we issued 44,233 shares of common stock to John Kocmur, who was at the time a member of our Board of Directors, in exchange for
a cash payment of $152,160. The per share purchase price for such shares was $3.44, which was equal to the closing price of our
common stock as reported on the NASDAQ Capital Market on the date of the transaction.



Procedures for Approval of Related Party
Transactions



In accordance with its
charter, the Audit Committee reviews and recommends for approval all related party transactions (as such term is defined for purposes
of Item 404 of Regulation S-K). The Audit Committee participated in the approval of the transactions described above.



Director Independence



Each year, the Board of
Directors reviews the relationships that each director has with the Company and with other parties. Only those directors who do
not have any of the categorical relationships that preclude them from being independent within the meaning of applicable NASDAQ
Listing Rules and who the Board of Directors affirmatively determines have no relationships that would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director, are considered to be independent directors. The Board
of Directors has reviewed a number of factors to evaluate the independence of each of its members. These factors include its members’
current and historic relationships with the Company and its competitors, suppliers and customers; their relationships with management
and other directors; the relationships their current and former employers have with the Company; and the relationships between
the Company and other companies of which a member of the Company’s Board of Directors is a director or executive officer.



After evaluating these
factors, the Board of Directors has determined that a majority of the members of the Board of Directors, namely, Messrs. Butler,
Gao and Waggoner, do not have any relationships that would interfere with the exercise of independent judgment in carrying out
their responsibilities as directors and that each such director is an independent director of the Company within the meaning of
NASDAQ Listing Rule 5605(a)(2) and the related rules of the SEC. The Company’s independent directors conduct executive sessions
at regularly scheduled meetings as required by NASDAQ Listing Rule 5605(b)(2).



12







ITEM 14. Principal Accounting Fees
and Services



Kabani & Company, Inc.
provided audit services to the Company, consisting primarily of the annual audit of the Company’s 2013 consolidated financial
statements contained in the Company’s Annual Report on Form 10-K and reviews of the financial statements contained in the
Company’s Quarterly Reports on Form 10-Q for fiscal year 2013. The following table summarizes the fees of Kabani & Company,
Inc. billed to the Company for the last two fiscal years:



|                   |  | 2013 |         |  | 2012 |  
|------------------ |  | ---- | ------- |  | ---- | -
|Audit Fees         |  | $    | 118,500 |  |      | $
|Audit-Related Fees |  |      | 773     |  |      |  
|Tax Fees           |  |      | –       |  |      |  
|All Other Fees     |  |      | 12,500  |  |      |  
|Total              |  |      | 131,773 |  |      |  



Each year, the Audit Committee
approves the annual audit engagement in advance. The Audit Committee also has established procedures to pre-approve all non-audit
services provided by the Company’s independent registered public accounting firm. All 2013 and 2012 non-audit services listed
above were pre-approved.



Audit Fees: This
category includes the audit of our annual financial statements and review of financial statements included in our annual and periodic
reports that are filed with the SEC. This category also includes advice on audit and accounting matters that arose during, or as
a result of, the audit or the review of interim financial statements, and the preparation of an annual “management letter”
on internal control and other matters.



Audit-Related Fees:
This category consists of travel expenses for the auditors.



Tax Fees: This
category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services
for the fees disclosed under this category include technical tax advice.



All Other Fees:This category includes services performed for the preparation of responses to SEC and NASDAQ correspondence, as well as reviews
of Registration Statements that we file from time to time with the SEC.

13





PART IV



ITEM 15. Exhibits and Financial Statement
Schedules



The following exhibits are filed with or incorporated by reference
into this Annual Report.

|Exhibit
        Number |  | Description                                                                                                                                                               |  | Previously Filed as Exhibit                                                                                  |  | Date
        Previously
        Filed
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------ |  | -------------------------------------
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|1.1                    |  | Engagement Agreement, dated as of January 7, 2014, by and
between the Registrant and Chardan Capital Markets LLC                                                          |  | Exhibit 1.1 to the Registrant’s Annual Report on
Form 10-K for the fiscal year ended September 30, 2013      |  | 1/10/14                              
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|3.1                    |  | Amended and Restated Articles of Incorporation                                                                                                                            |  | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
        filed on August 15, 2007                  |  | 8/15/07                              
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|3.1.1                  |  | Certificate of Change                                                                                                                                                     |  | Exhibit 3.1 to the Registrant’s Current Report on
Form 8-K filed on September 7, 2010                        |  | 9/7/10                               
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|3.1.2                  |  | Certificate of Correction                                                                                                                                                 |  | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K
        filed on March 11, 2013                   |  | 3/11/13                              
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|3.2                    |  | Amended and Restated Bylaws                                                                                                                                               |  | Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 15, 2011                        |  | 12/15/11                             
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|5.1                    |  | Opinion of Loeb & Loeb LLP                                                                                                                                                |  | Exhibit 5.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013      |  | 1/10/14                              
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|10.1*                  |  | LiveDeal, Inc. Amended and Restated 2003 Stock Plan*                                                                                                                      |  | Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007     |  | 12/20/07                             
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|10.1.1*                |  | First Amendment to Amended and Restated 2003 Stock Plan*                                                                                                                  |  | Appendix A to 2009 Proxy Statement                                                                           |  | 1/29/09                              
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|10.1.2*                |  | Second Amendment to the LiveDeal, Inc. Amended and Restated 2003 Stock Plan*                                                                                              |  | Appendix A to 2012 Proxy Statement                                                                           |  | 1/27/12                              
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|10.2*                  |  | Form of 2003 Stock Plan Restricted Stock Agreement*                                                                                                                       |  | Exhibit 10 to the Registrant’s Quarterly Report on Form 10-QSB for the quarterly period ended March 31, 2005 |  | 5/16/05                              
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|10.3*                  |  | Form of 2003 Stock Plan Stock Option Agreement*                                                                                                                           |  | Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008     |  | 12/29/08                             
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|10.4                   |  | Securities Purchase Agreement, dated as of December  12, 2011, by and among the Registrant, and the purchasers identified on the signature pages thereto                  |  | Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 15,                            |  | 12/15/11                             
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|10.5                   |  | Registration Rights Agreement, dated as of December 12, 2011, by and among the Registrant and the purchasers identified on the signature pages thereto                    |  | Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 15, 2011                       |  | 12/15/11                             
|                       |  |                                                                                                                                                                           |  |                                                                                                              |  |                                      
|10.5.1                 |  | Amendment No. 1 to Registration Rights Agreement, dated as of December 16, 2011, by and among the Registrant and the purchasers identified on the signature pages thereto |  | Exhibit 10.11.1 to the Registrant’s Annual Report on Form 10-K filed on December 29, 2011                    |  | 12/29/11                             

14







|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------- |  | -------
|10.6   |  | Note Purchase Agreement, dated April 3, 2012, by and between the Registrant and Isaac Capital Group LLC                                          |  | Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2012                      |  | 5/15/12
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|10.6.1 |  | First Amendment to Note Purchase Agreement, made and entered into as of April 3, 2012, by and between the Registrant and Isaac Capital Group LLC |  | Exhibit 10.12.1 to the Registrant’s Annual Report on Form 10-K filed on January 15, 2013                  |  | 1/15/13
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|10.6.2 |  | Senior Subordinated Convertible Note (under Note Purchase Agreement)                                                                             |  | Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2012                      |  | 5/15/12
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|10.6.3 |  | Subordinated Guaranty (under Note Purchase Agreement)                                                                                            |  | Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2012                      |  | 5/15/12
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|10.6.4 |  | Form of Warrant (under Note Purchase Agreement)                                                                                                  |  | Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2012                      |  | 5/15/12
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|10.7   |  | Asset Purchase Agreement, dated July 30, 2012, by and between the Registrant and LiveOpenly, Inc.                                                |  | Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 14, 2012                    |  | 8/14/1 
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|10.8   |  | Employment Agreement, dated January 1, 2013, by and between the Registrant and Jon Isaac*                                                        |  | Exhibit 10.1 to the Registrant’s Quarterly Report on Form
        10-Q filed on May 14, 2013              |  | 5/14/13
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|10.9   |  | Asset Purchase Agreement, dated September 9, 2013, by and between the Registrant and Novalk Apps S.A.S.                                          |  | Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013  |  | 1/10/14
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|10.10  |  | Note Purchase Agreement, dated as of January 7, 2014, by and between the Registrant and Kingston Diversified Holdings LLC                        |  | Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 |  | 1/10/14
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|10.11  |  | Convertible Note (under 2014 Note Purchase Agreement)                                                                                            |  | Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 |  | 1/10/14
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|10.12  |  | Form of Warrant (under 2014 Note Purchase Agreement)                                                                                             |  | Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 |  | 1/10/14
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|14     |  | Code of Business Conduct and Ethics, Adopted December 31, 2003                                                                                   |  | Exhibit 14 to the Registrant’s Quarterly Report on Form 10-QSB for the period ended March 31, 2004        |  | 5/13/04
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|23     |  | Consent of Kabani & Company, Inc.                                                                                                                |  | Exhibit 23 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013    |  | 1/10/14
|       |  |                                                                                                                                                  |  |                                                                                                           |  |        
|31.1   |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                           |  | Exhibit 31.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013  |  | 1/10/14

15







|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                          |  |        
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------- |  | -------
|31.2 |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Exhibit 31.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 |  | 1/10/14
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                          |  |        
|31.3 |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Filed herewith                                                                                           |  |        
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                          |  |        
|31.4 |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | Filed herewith                                                                                           |  |        
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                          |  |        
|32   |  | Certification pursuant to 18 U.S.C. Section 1350                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Exhibit 32 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013   |  | 1/10/14
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                                                                                          |  |        
|101† |  | The following materials from the Company’s Annual Report on Form 10-K, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of September 30, 2013 and 2012, (ii) the Consolidated Statements of Operations for the Years Ended September 30, 2013 and 2012, (iii) Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 2013 and 2012, (iv) the Consolidated Statements of Cash Flows for the Years Ended September 30, 2013 and 2012, and (iv) the Notes to Consolidated Financial Statements |  | Exhibit 101 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013  |  | 1/10/14



* Management contract or compensatory plan or arrangement

† Pursuant to Rule 406T of Regulation
S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.





















16







SIGNATURES



Pursuant to the requirements of Section 13 or
15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|Dated:  January 28, 2014 | /s/ Jon Isaac                                                                   
|------------------------ | --------------------------------------------------------------------------------
|                         | Jon Isaac                                                                       
|                         | President and Chief Executive Officer(Principal Executive and Financial Officer)
|                         |                                                                                 
|                         |                                                                                 























































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