**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549




**FORM
      10-KSB**





**ANNUAL
      REPORT**





**PURSUANT
      TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934**





**For
      the fiscal year ended August 31, 2007**




**FUNDSTECH
      CORP.**


(Exact
      name of registrant as specified in its charter)




**Delaware**
            **6099**
            **51-0571588**State
                or jurisdiction of
            (Primary
                Standard Industrial
            (I.R.S.
                Employerincorporation
                or organization
            Classification
                Code Number)
            Identification
                No.)





**Michael
      Dodak, Chief Executive Officer**


**818
      A1A North**


**Suite
      201**


**Ponte
      Vedra Beach, Florida** **32082**


**(904)
      273-2702**


(Address
      and telephone number of registrant's principal executive offices)




**** (Name,
      address and telephone number of agent for service)




Copy
      of
      communications to:


**Gregory
      Sichenzia, Esq.**


**Stephen
      M. Fleming, Esq.**


**Sichenzia
      Ross Friedman Ference LLP**


**61
      Broadway, 32** **nd** **Flr.**


**New
      York, New York 10006**


**(212)
      930-9700**


**(212)
      930-9725 (fax)**




Securities
      registered pursuant to Section 12(b) of the Act: None


Securities
      registered pursuant to Section 12(g) of the Act: Common Stock





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
















Check
      whether the Issuer: (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 Issuer was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90 days.
      Yes
x No o





Check
      if
      there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
      S-B is not contained herein, and will not be contained, to the best of the
      Issuer's knowledge, in definitive proxy or information statements incorporated
      by reference in Part III of this Form 10-KSB. x





Indicate
      by check mark whether the registrant is a shell company (as defined by Rule
      12-b2 of the Exchange Act).


Yes
o
      No x




Issuer's
      Revenues for the fiscal year 2007 were: $33,030.





The
      aggregate market value of the Common Stock held by non-affiliates of the Issuer
      as of November 25, 2007 was $10,083,742.





As
      of
      November 25, 2007, the Issuer had 6,722,495 shares outstanding of the Common
      Stock ($0.001 par value) and no shares outstanding of the Preferred Stock
      ($0.001 par value).




-2-





TABLE
                OF CONTENTS
            
            
            Page
                No.PART
                IItem
                1. Description of Business
            
            
            5Item
                2. Description of Properties
            
            
            12Item
                3. Legal Proceedings
            
            
            12Item
                4. Submission of Matters to a Vote of Security Holders
            
            
            12PART
                IIItem
                5. Market for Common Equity and Related Stockholder Matters
            
            
            13Item
                6. Management's Discussion and Analysis or Plan of Operation
            
            
            15Item
                7. Financial Statements
            
            
            28Item
                8. Changes in and Disagreements With Accountants on Accountingand
                Financial Disclosure
            
            
            28PART
                IIIItem
                9. Directors and Executive Officers, Promoters and ControlPersons; Compliance With Section 16(a) of the Exchange Act
            
            
            30Item
                10. Executive Compensation
            
            
            32Item
                11. Security Ownership of Certain Beneficial Owners and
                Managementand Related Stockholder Matters
            
            
            32Item
                12. Certain Relationships and Related Transactions
            
            
            34Item
                13. Exhibits and Reports on Form 8-K
            
            
            35Item
                14. Principal Accountants Fees and Services
            
            
            35SIGNATURES
            
            
            36FINANCIAL
                STATEMENTS
            
            
            37FINANCIAL
                STATEMENT SCHEDULEEXHIBITS




-3-


Forward-Looking
      Statements





In
      addition to historical information, this Annual Report on Form 10-KSB contains
      forward-looking statements that involve risks and uncertainties that could
      cause
      actual results to differ materially. Factors that might cause or contribute
      to
      such differences include, but are not limited to, those discussed in the section
      entitled "Management's Discussion and Analysis or Plan of Operation." You should
      carefully review the risks described in other documents we file from time to
      time with the Securities and Exchange Commission, including the Quarterly
      Reports on Form 10-QSB to be filed in 2008. When used in this report, the words
      "expects," "anticipates," "intends," "plans," "believes," "seeks," "targets,"
      "estimates," and similar expressions are generally intended to identify
      forward-looking statements. You should not place undue reliance on the
      forward-looking statements, which speak only as of the date of this Annual
      Report on Form 10-KSB. We undertake no obligation to publicly release any
      revisions to the forward-looking statements or reflect events or circumstances
      after the date of this document. Estimates of future financial results are
      inherently unreliable.





From
      time
      to time, representatives of FundsTech Corp (the “Company”) may make public
      predictions or forecasts regarding the Company's future results, including
      estimates regarding future revenues, expense levels, earnings or earnings from
      operations. Any forecast regarding the Company's future performance reflects
      various assumptions. These assumptions are subject to significant uncertainties,
      and, as a matter of course, many of them will prove to be incorrect. Further,
      the achievement of any forecast depends on numerous factors (including those
      described in this discussion), many of which are beyond the Company's control.
      As a result, there can be no assurance that the Company's performance will
      be
      consistent with any of management’s forecasts or that the variation from such
      forecasts will not be material and adverse. Investors are cautioned not to
      base
      their entire analysis of the Company's business and prospects upon isolated
      predictions, but instead are encouraged to utilize the entire available mix
      of
      historical and forward-looking information made available by the Company, and
      other information affecting the Company and its products, when evaluating the
      Company's prospective results of operations.





In
      addition, representatives of the Company may occasionally comment publicly
      on
      the perceived reasonableness of published reports by independent analysts
      regarding the Company's projected future performance. Such comments should
      not
      be interpreted as an endorsement or adoption of any given estimate or range
      of
      estimates or the assumptions and methodologies upon which such estimates are
      based. Undue reliance should not be placed on any comments regarding the
      conformity, or lack thereof, of any independent estimates with the Company's
      own
      present expectations regarding its future results of operations. The
      methodologies employed by the Company in arriving at its own internal
      projections and the approaches taken by independent analysts in making their
      estimates are likely different in many significant respects. Although the
      Company may presently perceive a given estimate to be reasonable, changes in
      the
      Company's business, market conditions or the general economic climate may have
      varying effects on the results obtained through the use of differing analyses
      and assumptions. The Company expressly disclaims any continuing responsibility
      to advise analysts or the public markets of its view regarding the current
      accuracy of the published estimates of outside analysts. Persons relying on
      such
      estimates should pursue their own independent investigation and analysis of
      their accuracy and the reasonableness of the assumptions on which they are
      based.


-4-




**PART
      I**




**ITEM
      1. DESCRIPTION OF BUSINESS**




*Corporate
      History*




We
      were incorporated on January 24, 2006, in the State of Delaware. Following
      our
      incorporation, we commenced the business of marketing and selling debit cards
      and processing software and providing management services.




*Summary
      of Business*




We
      sell debit cards and provide processing and management services. We currently
      market our products directly to distributors for distribution into the United
      States and non-U.S. markets. We also market our debit cards to employers for
      distribution to their employees who are then able to receive employment earnings
      by direct deposit. Employees are able to use the card to access cash through
      ATMs or purchase products and services wherever personal identification number
      (PIN) based debit cards are accepted. We also plan to target third parties
      and
      pursue relationships that may help us grow our business through strategic
      partnerships, complementary sales channels and acquisitions.




We
      also provide processing services to financial institutions and independent
      sales
      organizations (ISOs), in non-U.S. markets to assist with the processing of
      debit
      card transactions. We market debit cards predominantly under the FundsTech
      name
      or under the names of our business partners. In the U.S. we utilize third party
      processor who issue debit cards on our behalf to cardholders and process the
      transactions from the use of these cards by the cardholder(s). They can also
      transfer money from various locations throughout the United States including
      Money Gram and Western Union, stores and other locations for deposit on the
      cards of the cardholders. We refer to these retail locations where money can
      be
      transferred, or loaded, onto our cards as points of presence or POPs. To date,
      our relationship with all of the POPs that we have access to have been
      established through our third party processors. We generate revenue through
      user
      fees that may involve a monthly flat fee and/or a transaction fee for each
      transaction processed .




Our
      debit cards are presently marketed through sales channels that primarily target
      the sub-prime credit market, which consists primarily of those customers who
      cannot qualify for a credit card or bank account or who are otherwise
      unattractive to banks, such as people who have no credit history or very low
      income. We market our product through sales channels to large business entities
      with a significant number of sub-prime credit employees. The employers then
      distribute these cards to their employees who do not have a bank account. Then
      the employer directly deposits the employee’s net payroll onto the card thus
      avoiding the time and expense of issuing and distributing payroll checks. We
      also issue cards for a variety of different markets and demographics such a
      cards, travel cards, gift cards as well as others. We use an interactive
      activation system for automated activation of cards and customer relationship
      management technology. We also have access to networking software that supports
      a network to allow cash to be loaded onto cards.




We
      are also marketing the licensing of a debit card software solution to financial
      institutions as well as independent sales organizations (ISOs) who wish to
      offer
      their own debit card program. We intend to sell these programs either directly
      or through distributors in North non-U.S. markets.




-5-




*Joint
      Venture Agreement*




On
      September 2, 2006, we entered into a joint venture agreement with Information
      Services Group Inc. for the formation and operation of a jointly-owned joint
      venture corporation. On September 15, 2006 Transaction Data Management Inc.
      was
      incorporated as that jointly owned corporation. Notwithstanding, the first
      project contracted for as part of the FundsTech/Information Services Group
      Joint
      Venture Agreement will continue to be managed and owned by Transaction Data
      Management Inc. under the new agreement. The joint venture agreement was filed
      as an exhibit to the registration statement of which the corresponding
      prospectus formed a part.




*Purchase
      Agreement*




On
      October 17, 2006 we entered into an agreement to purchase Information Services
      Group’s 50% interest in Transaction Data Management Inc. Payment obligations
      under this agreement are in stock and cash and tied to certain performance
      criteria. Initial cash requirements are expected to be $350,000 with a further
      $650,000 and stock payments that are directly tied to certain performance
      criteria. To the date of this prospectus, we have invested $100,000 and the
      further $50,000 will not be paid until the conditions for that payment are
      met.
      That condition is the receipt by our company of an ongoing purchase order from
      a
      certain company, issued to Transaction Data Management Inc. relating to our
      first planned project. We have entered into the agreement to create Transaction
      Data Management Inc. to obtain support from Information Services Group Inc.
      for
      our personnel, management and related needs as well as to obtain support with
      our client contracts, purchase orders and business development. The purchase
      agreement is filed as an exhibit to the registration statement of which this
      prospectus forms a part. We have not yet completed this purchase.




*Description
      of Debit Card Products*




In
      the U.S. we market debit card programs supplied by third party vendors to our
      customers. These cards allow the cardholder to withdraw cash at over 750,000
      ATM's or make purchases at more than 5,500,000 locations worldwide. Our card
      can
      be used at any location on the STARTM ATM network and at other locations
      utilizing credit card services or with ATM functions. Throughout the United
      States, STARTM offers security, access and convenience, whereby participating
      financial institutions and their cardholders access ATM and PIN-secured
      point-of-sale (POS) debit card access throughout North America.




In
      non-U.S. markets we market debit card programs where we both issue the card
      through sponsor banks as well as process the transactions caused by the use
      of
      the cards on software that we have licensed from a third party. We use or will
      use financial transaction networks within each country to acquire and switch
      the
      transactions from the point of origin (such as an ATM or POS device) to us
      for
      approval, and then back to the point of origin for completion of the
      transaction. We will co-brand these cards with either MasterCard or VISA and
      they can be used at virtually any ATM or POS device.




Our
      card isPIN activated and a cardholder can withdraw cash and check balances
      on
      the card any ATM on the Cirrus TM network,
      as well as via the internet or by a toll free phone call. The card does not
      require a name to be embossed on the card and it is available in a one or two
      card set. The card can be used for money transfers, as a debit card or to
      withdraw cash via ATM networks or as a payroll card. The card can be loaded
      with
      money from anywhere in the world via the internet or by cashier's check or
      money
      orders via mail. Transaction accounts are registered with and insured by the
      Federal Deposit Insurance Corporation, which protects the first $100,000 of
      deposits that are payable in the United States.




We
      also
      offer a signature based card that has a MasterCard hologram on the front of
      the
      card and can be used worldwide anywhere MasterCard is accepted. This program
      requires that a persons name is embossed on the card as well as other
      information and can be used at virtually all ATMs and anywhere MasterCard is
      displayed (for example POS devices). The cardholder determines the spending
      limits by the amount loaded on the card. The card is primarily a prepaid debit
      card, but can be used as an ATM card, debit card, or payroll card. The card
      is
      widely recognized as an instrument of payment for goods and services. The card
      is PIN activated and balances can be checked at any ATM, by a toll free phone
      call or via the internet.




Many
      customers in the sub-prime market seek to transfer money from the country they
      are working in to their family or friends residing in other countries. United
      States to their homes and families in non-U.S. markets or from one non-U.S.
      market foreign jurisdictions. Our program offers a convenient card to card
      transfer method wherein funds are transferred from the primary card to the
      second card. The cardholder can initiate the card to card transfer by a
      telephone call, or at an ATM or through our web interface.




-6-




*FundsTech
      Payroll Program*




Our
      Payroll Program provides employers with the ability to load an employee's pay
      onto a stored value MasterCard debit card. The employee can then access their
      employment earnings at any ATM, pay bills by telephone, make point of sale
      purchases and purchase goods and services over the internet.




The
      card includes a choice of ATM Debit and ATM with the MasterCard hologram on
      the
      front of the card and can be used world-wide anywhere MasterCard is accepted.
      The card is not anonymous, as the holders name is embossed on the card. The
      card
      has easy direct deposit, including online reports of transactions. The card
      is
      primarily a prepaid debit card, but can be used as an ATM card or debit card
      (i.e. either PIN based or signature based). The card is widely recognized as
      an
      instrument of payment for goods and services.




The
      FundsTech Payroll Program includes an internet based employer payroll interface
      where the employer can carryout such things as issuing or assigning new
      FundsTech debit cards to an employee or other payment recipient, load cards
      from
      their payroll accounting system, manage accounts and other payroll functions.
      This card product is marketed to employers who have seasonal, weekly, or widely
      dispersed employees or employees who change work location regularly. The Payroll
      Program can be marketed to employers and payroll services, both domestically
      and
      internationally, as a low cost means of paying employees instead of a
      check.




In
      addition, all of the above products can be operated under the FundsTech's
      license and application service provider (ASP) product offerings designed to
      support these and similar applications.




*Points
      of Presence*




As
      of August 31, 2007 we had no POPs under contract and are accessing POP location
      networks as a part of a bundle of services through our current processor
      vendors. . Through these vendors our cardholders of our cards sold through
      our
      company are able to load cash onto our stored value cards at MoneyGram and
      Western Union locations in the United States. We are a direct processor in
      non-U.S. markets and have not yet signed agreements with any POPs. We intend
      to
      seek distributors to sell our products to POPs in the next six month period.
      Currently, we concentrate on selling our products directly to employers and
      distributors under direct programs and license models in both domestic and
      non-U.S. markets.




*Manufacture
      and Mechanics of Products and Services*




Our
      cards are manufactured and printed at the facility authorized by the card
      association under which the card is issued. In the U.S. we will receive will
      order and receive these cards through our processor vendors. In non-U.S. markets
      we will have a direct relationship with the card manufactures for fulfillment
      of
      card orders. The printing of our cards occurs after the card program has
      received approval from:




1.
            the
                card association,2.
            the
                particular bank issuing the card, and3.
            In
                the U.S., the processor .




Once
      a card has been approved and manufactured, the cards are ready for use by our
      customers or the cardholders of our customers. Our card is distributed through
      sales channels which, in turn, may market them to employers or to retail
      locations such as convenience and grocery stores for purchase by customers
      where
      it may be packaged and displayed with instructions so that customers can clearly
      understand the basic features and benefits of the card prior to
      purchase.




Cards
      that are issued in connection with our Payroll Program are not typically
      purchased by the customer, but are distributed by an employer as a means for
      the
      employer to directly deposit a employee's earnings, rather than writing and
      mailing a paycheck. The packaging of this card product will be less informative,
      but employees will receive documents clearly outlining the usage of the card
      as
      a payroll and customer device to be distributed to employees participating
      in
      the payroll program.




Following
      distribution of the respective cards, the customers will be able to begin
      carrying out transactions with the cards. Fees are generated in a variety of
      ways as discussed under the section "Transaction Fees and Revenue
      Generation".




*Transaction
      Fees and Revenue Generation*




We
      generate revenues from the use of our products. In all cases, processors, such
      as ourselves in non U.S. markets and our processor vendors in the U.S. are
      responsible for debiting the cardholder account for the correct fees. These
      fees
      are to be distributed to us and other entities to pay for the services rendered
      for those fees.




-7-




Banks
      and processors also charge our customer fees for certain transactions such
      as a
      cash withdrawal at an ATM or the purchase of a product at a POS device or the
      transfer of money from one card to another which are passed on to the customer.
      In some cases, this is a direct charge with no added fees from our company.
      In
      other cases, the standard fees charged to the customer allow a small margin
      to
      be added prior to charging the customer. The risks associated with these certain
      transactions are dependent of the type of card and the specific relationship
      between the bank, processor and our company. Controls are placed by each party
      to the transaction in order to manage and minimize the risk to each party.
      Each
      bank and processor sets their own fee structure. Changes to the fee structures
      occur due to the constraints or opportunities of each individual card program.
      The following table provides the current average transaction fees paid by the
      cardholder customer for selected transactions. As each bank and processor sets
      their own fees, and as transaction fees are dependent upon the card program
      subscribed for, the transaction fees vary accordingly.




The
      process of getting our products into the hands of customers involves
      relationships with five parties; including card association companies that
      sponsor our card products, the banks that issue and own the card, the U.S.
      processors responsible for accepting transaction information and keeping the
      card account up to date (we are the processor in non-U.S. markets), distribution
      partners or customers responsible for the distribution of the cards to retail
      locations or other program locations, and POPs which provide sales and load
      locations. The technical sophistication and procedural experience of our
      material relationships varies greatly. Some of these relationships are through
      third parties and or suppliers.




We
      attempt to identify a demand for a particular type of card program based upon
      our understanding of the marketplace or direct requests from customers. If
      a
      program requires a MasterCard logo, we must work with the particular bank who
      makes an application to MasterCard for approval of the program. This process
      generally takes six or more weeks once all procedures are completed. It then
      takes an additional thirty days for the cards to be manufactured and issued.
      In
      the U.S. we currently outsource all of our processing of the card transactions
      to third parties. We are planning on installing a licensed processing platform
      in South Africa during the




*Allocation
      of Risks*




We
      believe that the majority of risks associated with our services are primarily
      borne by the banks and the processors in the U.S. and to some degree banks
      in
      non-U.S. markets as we are the processor in those markets.. For some of our
      programs and arrangements, the risks are limited to the associated bank. For
      other programs and arrangements, we may be exposed to the risks associated
      with
      the card products such as fraud. In each program and arrangement, controls
      are
      placed at each level of the transaction to minimize the risk to each individual
      party. Each program and arrangement has a different method of managing risk
      to
      each individual party.




We
      have experienced no fraud to date, however this condition is likely to change
      if
      our products become more widely used. We intend to continue to take steps to
      minimize our risk of losses due to fraud. Transactions using our debit cards
      involve a cash-on-cash transaction. Most transactions involving a debit card
      require possession of the card and the entering of the correct PIN. Most fraud
      in this area occurs in situations where the PIN and card have been stolen or
      otherwise compromised and in some cases via processor error. In the event of
      a
      processor error, risk and loss is the responsibility of the processor. In the
      case of hologram cards, such as MasterCard branded debit cards, the risk of
      fraud is primarily the responsibility of our company. In the case of cards
      issued through a FundsTech branded partner program, the sales channel partner
      shares fraud risk with us. The largest component of risk generally arises from
      cards issued to cardholders who have the intent to defraud.




If
      a bank fails to pay for a transaction or settlement amount or falls behind
      in
      their compliance with the regulations of the network or processor, MasterCard
      or
      the network association can shut down the bank and all cards.




*Card
      Associations: MasterCard*




Card
      associations sponsor certain types of card programs. All of the cards we market
      that have a hologram logo on the front require approval from the card
      association holding the trade mark for the hologram logo. We obtain access
      to
      the network of financial institutions and linked ATM's and POS systems through
      an arrangement among banks, transaction processors and MasterCard though various
      third party processors in the U.S and through sponsorship financial institutions
      in non U.S. markets. Our third party providers, through licenses and other
      arrangements, provides access to most networks making it unnecessary for us
      to
      negotiate access to each of the individual networks separately. As our customer
      base grows, we intend to analyze the cost savings of direct network access.
      However, the large processors that provide processing services have a large
      cost
      structure based on high volume and we expect that it will be some time before
      we
      will contemplate direct network access.




-8-




*Banks*




Banks
      have a direct relationship to the card associations, and are responsible for
      sponsoring our third party processors in the U.S. and us or other third parties
      where we have direct relations in non-U.S. markets. Without a Third Party
      Processor or ISO with a card association or our direct relationship with the
      banks, we would not be able to offer our products for sale to customers. Once
      an
      approval from a card association is obtained, we work with a bank to create
      the
      product or program. The agreement between the bank and the card association
      will
      determine customer service requirements and will set out the card account
      requirements including maximum load amounts, usage, withdrawals, etc. The bank
      has set transaction fees which are charged to the card holder. We are initially
      charged these fees, and pass them to the customer each time a transaction
      occurs. The bank also charges the processor a transaction fee for certain
      transactions which are collected at the time of the transaction by the processor
      and distributed to the bank. The bank also charges us a monthly fee to keep
      the
      card account active. This fee is collected by the processor who distributes
      those funds to the bank and to us.




*Processors*




Processors
      collect money and handle financial transactions among the banks, distributors
      and customers. Banks require that an approved processor have a relationship
      with
      the Third Party Policy or ISO so that all of the customer transactions are
      tracked and debits/credits to the customer card accounts are properly adjusted.
      The terms of these contracts articulate how we work with the processor to
      address fraudulent use of the cards, how any potential shortfall is addressed
      for a legitimate customer load and the availability of customer service
      information. The processor has necessary regulatory and banking approvals to
      conduct transactions from point of sale terminals and banks to apply credits
      and
      debits to the customer cards. We have relationship with various third parties
      to
      provide processing services in the U.S., while we intend to be the processor
      in
      non-U.S. markets. In the U.S. the third party processors of our company's
      transactions are responsible to facilitate customer reconciliations. We pay
      a
      fee to the processor for the initial set up of the card program and the
      processor charges a fee to the customer for certain transactions performed
      by
      the customer. These fees are collected by the processor and distributed to
      the
      appropriate party. Fraud risk is minimized in lower floor limits (the ability
      of
      a store to process a transaction without a "real time" verification of the
      card
      balance), and the fact that these cards are intended to be used within certain
      national jurisdictions. Fraudulent use of cards is governed by the checks and
      velocity use parameters that are in place. The processor has a schedule of
      fees
      for services provided to the card holder. We are charged these fees, and pass
      them onto the customer each time a transaction occurs.




*Distribution
      Partners*




Distributors
      determine the type of card program they want to sell to end users or sub
      distributors. The relationship to the entities responsible for selling the
      card
      products to the retail store or other channel can be typified by a standard
      wholesale sales model. We sell the cards to the distributor at a wholesale
      price; the distributor then adds their margin and sells the card to the retail
      store. The retail store typically adds a margin and sells the card to the
      customer. Each entity in this chain is free to establish their own margins;
      we
      simply offer suggestions regarding market trends. We seek to utilize a variety
      of distribution partners to distribute our products. Our current strategy is
      to
      use pre-paid phone card distributors and agents that wish to add additional
      products to their line. We intend to sell products to distributors at wholesale
      prices who will then sell the products to the retail store with the
      distributor's margin added. In non-U.S. markets we have entered into distributor
      agreements where we share in the profit of a card program with the distributor.
      Generally the agreements call for a share in the gross margin of all the
      programs that the distributors sell.




*Outsource/Design/Packaging
      Services*




We
      plan to design the majority of our products internally by retaining the services
      of consultants with the help of outside vendors experienced in the industry.
      These persons would also provide production and packaging services for us.
      By
      using both internal and external sources for this activity, we use this
      redundancy to reduce dependence on individual sources for our product's design
      and manufacture.




-9-




*Industry
      Overview*




The
      acceptance of credit and debit cards by customers in the United States and
      certain other markets has steadily increased over the past ten years. In order
      to remain competitive, small and larger businesses have embraced credit and
      debit cards as a necessity to their future success. According to CARDWEB.com,
      trade publications and the United States payment Card Information Network,
      "there are perhaps as many as 60 million un-banked customers in the United
      States. Analysts estimate this group of un-banked customers spends over $15
      billion annually in check cashing and other financial services." The numbers
      are
      substantially larger worldwide when you include the populations of Africa,
      Europe, India and China, among others. These individuals may be unable to avail
      themselves of traditional credit and banking channels or to obtain a debit
      or
      credit card for a number of reasons such as, recent immigration to the United
      States, bad credit history, lack of credit history due to divorce or age (i.e.
      students) or recent emergence from bankruptcy etc. Prepaid debit and cash cards
      are attractive alternatives to these individuals.




The
      difference between a sub-prime customer using debit cards and a prime customer
      using debit cards is that the prime customers debit card is linked to the
      individual's bank account at a bank where the customer has a checking or savings
      account. The sub-prime customer’s card is linked to a pool account established
      as a depository for all funds linked to the Bank Identification Number supplied
      by the bank. Each customer's card is a sub account in the larger pooled
      account.




Regularly,
      a sub prime customer is not able to open a bank account for a variety of reasons
      such as a low FICO score or a history of bouncing checks. A FICO score is a
      credit score developed by Fair Isaac & Co., which is a method of determining
      the likelihood that credit users will pay their bills. By obtaining a FundsTech
      debit card, the sub-prime customer is able to utilize FundsTech's pooled account
      as a depository with the issuing bank of the FundsTech card. This card account
      becomes the sub-prime customer’s account where their money is stored, as opposed
      to a prime customer who simply opens an account at that bank in their own
      name.




Both
      prime customer and sub-prime customer accounts are a cash-on-cash transaction,
      meaning both customers must have money in their respective accounts to use
      the
      debit card.




The
      FundsTech debit card products are designed for sub-prime customers and work
      in
      ways similar to other debit cards with several differences. FundsTech debit
      cards can have cash loaded on the card at retail locations, have a flexible
      features list (particularly through FundsTech sponsored partner card programs)
      and they can be marketed and used by employers and other channels in innovative
      ways.




*Services
      offered to small business and sub-prime credit customers.*




Small
      businesses and sub-prime credit customers have traditionally been under-served
      or ignored by traditional financial institutions. When services have been
      available to this market segment, they tended to be at a price premium or
      offered in ways that represented barriers to certain groups. From an industry
      perspective, this was a product of higher perceived risk potential for liability
      for fraud, charge-backs and other losses. Debit cards substantially reduce
      that
      risk and allow for more competitive terms to be offered to small businesses
      and
      sub-prime credit customers alike.




*Technology*




In
      the U.S. we use third party suppliers that for the most part have developed
      their own technologies. In non-U.S. markets we have intend to use technology
      developed by World Processing td. Such technology is cost effective, even at
      low
      volumes of transactions due to its relatively low cost of development and ease
      of implementation. It is intended that this platform will allow us to offer
      debit card programs at a competitive price yet still generate a positive gross
      margin on most transactions. This technology has been certified by STARTM and
      currently processes transactions from 250,000 cardholders.




*Competition*




The
      markets for the financial products and services offered by us are very
      competitive. We compete with a variety of companies in various segments of
      the
      financial service industry and our competitors vary in size, scope and breadth
      of products and services they offer. Certain segments of the financial services
      industry tend to be highly fragmented, with numerous companies competing for
      market share. Highly fragmented segments currently include financial account
      processing, customer relationship management solutions, electronic funds
      transfer and card solutions. We face a number of competitors in the debit card
      and payment market. We also face competition from in-house technology
      departments of existing and potential clients who may develop their own product
      offerings.




-10-




Depository
      institutions with debit card programs, such as the Bank of America, are one
      of
      the types of companies that we compete with. They generally have developed
      a two
      pronged marketing approach: 1) they establish a low cost bank account with
      a
      debit card attached; and 2) they sell debit cards pre-loaded in dollar
      denominations such as $20.00 gift cards, which means that the customer does
      not
      need a bank account. Depository institutions have had some success in selling
      debit cards and they can be formidable competitors given their larger size
      and
      name recognition. We intend to compete on price structure, program size,
      scalability and product offering features, as well as innovative solutions
      related to transaction processing.




Although
      there are numerous competitors in the market offering similar products and
      services, we believe we can compete with other providers of financial and stored
      value cards services on the basis of the following factors:




1.
            quality
                of service;2.
            reliability
                of service;3.
            ability
                to evaluate, undertake and manage risk;4.
            speed
                in approving merchant applications; and5.
            flexibility
                of product features and price.




We
      believe our focus on employers and sub-prime credit clients gives us a
      competitive advantage over larger competitors that have a broader market
      perspective.




*Growth
      Strategy*




We
      plan on increasing our revenues by increasing our product offerings and our
      marketing efforts for each product. We plan to diversify and offer new and
      innovative products and services targeted at the sub-prime market in not only
      the United States, but into foreign markets, particularly Africa, Europe, India
      and China. Our success will be largely dependent upon the marketing of our
      products to a variety of markets, the offering of additional products and/or
      services and increased relationships with card association companies, banks
      and
      distributors.




*Employees*




Our
      company is currently operated by Michael Dodak as our Chief Executive Officer,
      Don Headlund as our Chief Financial Officer and Treasurer, David Fann as our
      President and Secretary, Victoria Vaksman as our Executive Vice President of
      Europe, Middle East and Africa and Joe Tumbarello as our Chief Operating
      Officer. The Company has a total of 6 employees and of which 5 are working
      full
      time. We intend to periodically hire independent contractors to execute our
      marketing, sales, and business development functions. Our company may hire
      employees when circumstances warrant. As we begin processing operations in
      South
      Africa during early 2008, the Company intends to hire between 6 and ten
      individuals who will reside in South Africa and include operational,
      administrative, customer service and IT personnel.




*Intellectual
      Property*




Other
      than our web site, we do not own any intellectual property. An increasing number
      of patents are being issued to third parties regarding money and debit card
      processes. Future patents may limit our ability to use processes covered by
      such
      patents or expose us to claims of patent infringement or otherwise require
      us to
      seek to obtain related licenses. Such licenses may not be available to us on
      acceptable terms. The failure to obtain such licenses on acceptable terms could
      have a negative effect on our business.




*Governmental
      Regulations*




We
      may need to obtain a Federal Money Services Business License, or other licenses
      that some states require. Additionally, due to the nature of the business we
      conduct, many states require us to obtain some type of money services business
      license to sell or service the card products in that particular state. There
      is
      currently no clearly defined policy at a federal or state level defining which
      segment of the business would require that type of licensing and which states
      will participate in requiring such a license. Due to the changing regulatory
      situation, it is possible that a state we may be doing business in that does
      not
      currently require a license, may change its opinion, laws, rules, regulations
      or
      interpretation thereof and later require that we obtain a license. We have
      no
      ability to predict if that will happen, or what the period of time to obtain
      a
      license may be if it should occur. However, we have taken a proactive approach
      to this by regularly consulting with our third party processor suppliers
      regarding changing regulation and operational guidelines. We anticipate this
      will provide adequate time to obtain any license that may be required. To date,
      we have not obtained any state licenses. We face similar situations in each
      of
      the foreign countries we will provide processing services. In these countries
      we
      will need to rely on consultants in addition to our own employees to understand
      the laws, rules and regulations and to stay in compliance with all of
      them.




-11-




U.S
      federal anti-money laundering laws apply to the operation of our business.
      We
      comply with all government regulations applicable to the federal anti-money
      laundering laws. For our debit card business, we run each applicant for the
      card
      through an anti-terrorist list through an outside vendor and will only issue
      cards to those that pass the verification process. We also monitor such items
      as
      the amount of money loaded on cards. If the money loaded onto a card exceeds
      pre-determined levels, then an exception report is generated. We monitor how
      often each card is used and, if the money is transferred to other parties,
      how
      much is transferred. For the items that we monitor, we use pre-set trigger
      points, which, if met, will generate exception reports. After analyzing the
      exception reports we notify the appropriate authorities of any suspicious
      activity. Other parameters, such as maximum transfer amounts and ATM withdrawals
      amounts, govern the use of accounts where applicable or mandated. We also comply
      with the rules and regulations of the financial networks we have access to
      though supplier relationships.




**ITEM
      2. DESCRIPTION OF PROPERTIES**




Our
      executive and head office is located at 818 A1A North, Suite 201, Ponte Vedra
      Beach, Florida, United States 32082. This operating facility functions as our
      main operating facility. We are in the process of relocating our corporate
      offices to a larger space in Ponte Vedra Beach, which is within 3 miles of
      the
      existing facility. We will be adding additional office space for our South
      African operation beginning in January of 2008. Our telephone number is (904)
      273-2702.




**ITEM
      3. LEGAL PROCEEDINGS**




As
      of November 25, 2007, we know of no material, existing or pending legal
      proceedings against our company. On October 02, 2007 we filed a lawsuit in
      Dallas, Texas for breach of contract against Information Services Group, Inc
      and
      its owner, Ken Blow. We have asked for specified damages of $438,090 as well
      as
      additional unspecified damages. There are no proceedings in which any of our
      directors, officers or affiliates, or any registered or beneficial shareholder,
      is an adverse party or has a material interest adverse to our
      interest.




From
      time
      to time, the Company may be party to, and their property is subject to,
      ordinary, routine litigation incidental to their business. Claims may exceed
      insurance policy limits and the Company may have exposure to a liability that
      is
      not covered by insurance. Except as noted above, management is not aware of
      any
      such lawsuits that could have a material adverse impact on the Company’s
      consolidated results of operations, cash flows or financial
      position.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




None.


-12-




**PART
      II**




**ITEM
      5.          STOCKHOLDER
      MATTERS**




On
      January 12, 2007, the Company completed an SB-2 registration statement of its
      1,887,802 common shares outstanding as of that date. Our common stock is
      currently traded on the Over-the-Counter Bulletin Board ("OTCBB") under the
      symbol "FNDS.OB". As of November 25, 2007, there were 6,722,495 shares of the
      Company’s Common Stock ($0.001 par value) issued and outstanding.




We
      are
      currently authorized to issue a total of 35,000,000 shares of Common Stock
      ($0.001 par value), and 5,000,000 shares of Preferred Stock ($0.001 par value).
      The Company does not currently have any shares of its Preferred Stock
      outstanding.




On
      November 25, 2007, there were 33 registered holders of record of our common
      stock. Because many of such shares are held by brokers and other institutions
      on
      behalf of stockholders, we are unable to estimate the total number of
      stockholders represented by these record holders. The following table sets
      forth
      the high and low sales price per share of our common stock:




Fiscal
      2007:


Price
                  Range
              
              High
              
              LowFirst Quarter
              
              $
              0.0
              
              $
              0.0Second Quarter
              
              $
              0.0
              
              $
              0.0Third Quarter
              
              $
              1.63
              
              $
              1.50Fourth Quarter
              
              $
              1.67
              
              $
              1.15Fiscal Year
              
              $
              1.67
              
              $
              1.15




As
      of
      November 25, 2007, 5,673,315 of our issued and outstanding common stock is
      eligible for sale pursuant to Rule 144 under the *Securities
      Act of 1933* .
      Rule
      144, as currently in effect, allows a person who has beneficially owned shares
      of a company's common stock for at least one year to sell within any three
      month
      period a number of shares that does not exceed the greater of:




(1)
      1% of
      the number of shares of the subject company's common stock then outstanding
      which, in our case, will equal approximately 67,225 shares as of the date of
      this prospectus; or




(2)
      the
      average weekly trading volume of the subject company's common stock during
      the
      four calendar weeks preceding the filing of a notice on form 144 with respect
      to
      the sale.




Sales
      under Rule 144 are also subject to manner of sale provisions and notice
      requirements and to the availability of current public information about the
      subject company.




Under
      Rule 144(k), a person who is not one of the subject company's affiliates at
      any
      time during the three months preceding a sale, and who has beneficially owned
      the shares proposed to be sold for at least two years, is entitled to sell
      shares without complying with the manner of sale, public information, volume
      limitation or notice provisions of Rule 144. Non-affiliates of the company
      hold
      1,286,495 of our common shares under rule 144(k)




-13-




Shares
      of our common stock are subject to rules adopted by the Securities and Exchange
      Commission that regulate broker-dealer practices in connection with transactions
      in "penny stocks". "Penny stock" is defined to be any equity security that
      has a
      market price (as defined) less than $5.00 per share or an exercise price of
      less
      than $5.00 per share, subject to certain exceptions. If we establish a trading
      market for our common stock, our common stock will most likely be covered by
      the
      penny stock rules, which impose additional sales practice requirements on
      broker-dealers who sell to persons other than established customers and
      "accredited investors." The term "accredited investor" refers generally to
      institutions with assets in excess of $5,000,000 or individuals with a net
      worth
      in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
      with their spouse. The penny stock rules require a broker-dealer, prior to
      a
      transaction in a penny stock not otherwise exempt from the rules, to deliver
      a
      standardized risk disclosure document in a form prepared by the Securities
      and
      Exchange Commission which provides information about penny stocks and the nature
      and level of risks in the penny stock market. The broker-dealer also must
      provide the customer with current bid and offer quotations for the penny stock,
      the compensation of the broker-dealer and its salesperson in the transaction
      and
      monthly account statements showing the market value of each penny stock held
      in
      the customer's account. The bid and offer quotations, and the broker-dealer
      and
      salesperson compensation information, must be given to the customer orally
      or in
      writing prior to effecting the transaction and must be given to the customer
      in
      writing before or with the customer's confirmation. In addition, the penny
      stock
      rules require that prior to a transaction in a penny stock not otherwise exempt
      from these rules the broker-dealer must make a special written determination
      that the penny stock is a suitable investment for the purchaser and receive
      the
      purchaser's written agreement to the transaction. These disclosure requirements
      may have the effect of reducing the level of trading activity in the secondary
      market for the stock that is subject to these penny stock rules. Consequently,
      these penny stock rules may affect the ability of broker-dealers to trade our
      securities.




Each
      stockholder is entitled to receive the dividends as may be declared by our
      board
      of directors out of funds legally available for dividends and, in the event
      of
      liquidation, to share pro rata in any distribution of our assets after payment
      of liabilities. Our board of directors is not obligated to declare a dividend.
      Any future dividends will be subject to the discretion of our board of directors
      and will depend upon, among other things, future earnings, the operating and
      financial condition of our company, its capital requirements, general business
      conditions and other pertinent factors. We have not declared any dividends
      on
      our common stock since the inception of our company. There is no restriction
      in
      our Articles of Incorporation and Bylaws that will limit our ability to pay
      dividends on our common stock. However, we do not anticipate declaring and
      paying dividends to our shareholders in the near future, as we plan to retain
      future earnings to fund the growth and development of our business.




There
      are no provisions in our Articles of Incorporation or our Bylaws that would
      delay, defer or prevent a change in control of our company.




***Securities
      authorized for issuance under equity compensation
      plans:***




As
      of
      August 31, 2007, the Company does not have any plans to authorize for issuance
      any stock or options under equity compensation plans:




***Recent
      Sales of Unregistered Securities***




During
      the fiscal year ending August 31, 2007 we sold 979,900 shares of common stock
      through private placements, which raised approximately $979,900, of which
      149,900 are to be issued as of August 31, 2007.




On
      October 24, 2006, we issued an aggregate of 250,000 units of our common stock
      to
      one subscriber at an offering price of $1.00 per unit for gross offering
      proceeds of $250,000. We issued the units to the subscriber as accredited
      investors (as that term is defined in Regulation D under the Securities Act
      of
      1933) relying on Rule 506 of Regulation D and/or Section 4(2) or 4(6) of the
      Securities Act of 1933. The units were comprised of one share of the common
      stock of our company and one half of one common share purchase warrant. Each
      share purchase warrant may be exercised at any time within 24 months of the
      sale
      of the units at an exercise price of $1.25 per share.




In
      December 2006, we issued an aggregate of 380,000 units of our common stock
      to
      seven subscribers at an offering price of $1.00 per unit for gross offering
      proceeds of $380,000 in offshore transactions relying on Rule 903 of Regulation
      S of the *Securities
      Act of 1933* .
      The
      units were comprised of one share of the common stock of our company and one
      half of one common share purchase warrant. Each share purchase warrant may
      be
      exercised at any time within 24 months of the sale of the units at an exercise
      price of $1.25 per share.




-14-




In
      May
      2007, we issued an aggregate of 200,000 units of our common stock to seven
      subscribers at an offering price of $1.00 per unit for gross offering proceeds
      of $200,000 in offshore transactions relying on Rule 903 of Regulation S of
      the *Securities
      Act of 1933* .
      The
      units were comprised of one share of the common stock of our company and one
      half of one common share purchase warrant. Each share purchase warrant may
      be
      exercised at any time within 24 months of the sale of the units at an exercise
      price of $1.25 per share.




In
      August
      2007, we sold an aggregate of 149,900 units of our common stock to seven
      subscribers at an offering price of $1.00 per unit for gross offering proceeds
      of $149,900 in offshore transactions relying on Rule 903 of Regulation S of
      the *Securities
      Act of 1933* .
      The
      units were comprised of one share of the common stock of our company and one
      half of one common share purchase warrant. Each share purchase warrant may
      be
      exercised at any time within 24 months of the sale of the units at an exercise
      price of $1.25 per share. These shares are to be issued in a subsequent
      month.




In
      November 2007, we issued an aggregate of 1,041,385 units of our common stock
      to six subscribers at an offering price of $1.25 for gross offering
      proceeds of $1,300,000 of which 840,000 units were sold in an offshore
      transaction relying on Rule 903 of Regulation S of the *Securities
      Act of 1933* and
      200,000 units to accredited investor relying on Rule 506 of Regulation D. The
      units were comprised of one share of the common tock of our company and one
      common share purchase warrant. Each share purchase warrant may be excercised
      at
      any time within 24 months of the sale of the units at an exercise price of
      $1.75
      per share. If the subscriber choose to exercise all of their warrants, we may
      receive up to $1,820,000 in additional proceeds.




**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**




The
      following discussion should be read in conjunction with the consolidated
      financial statements and notes thereto.




In
      addition to historical information, this Annual Report on Form 10-KSB contains
      forward-looking statements that involve risks and uncertainties that could
      cause
      actual results to differ materially. Factors that might cause or contribute
      to
      such differences include, but are not limited to, those discussed below. You
      should carefully review the risks described in other documents we file from
      time
      to time with the Securities and Exchange Commission, including the Quarterly
      Reports on Form 10-QSB to be filed in the coming fiscal year. When used in
      this
      report, the words "expects," "anticipates," "intends," "plans," "believes,"
      "seeks," "targets," "estimates," "looks for," "looks to," and similar
      expressions are generally intended to identify forward-looking statements.
      You
      should not place undue reliance on these forward-looking statements, which
      speak
      only as of the date of this Annual Report on Form 10-KSB. We undertake no
      obligation to publicly release any revisions to the forward-looking statements
      or reflect events or circumstances after the date of this document .




Our
      audited financial statements are stated in United States dollars and are
      prepared in accordance with United States generally accepted accounting
      principles.




**Comparison
      of Results of Operations for the Fiscal Years Ended August 31, 2007 and
      2006**




*Results
      of Operations*




Our
      company's loss before taxes and minority interest for the period from January
      24, 2006, the date of inception, to August 31, 2006 was $40,868 and for the
      year
      ending August 31, 2007 it was $2,757265.




*Revenues
      and Cost of Revenues*




Total
      revenues for the period from January 24, 2006, the date of inception, to August
      31, 2006 was $25,000. Cost of revenues for the period from January 24, 2006,
      the
      date of inception, to August 31, 2006, was $2,000.




Revenues
      for the year ending August 31, 2007 were $33,030, mainly made up of consulting
      revenue. Cost of revenues for the year ending August 31, 2007, were
      $50,324.




-15-




*Operating
      Expenses*




Operating
      expenses for the period from January 24, 2006, the date of inception, to August
      31, 2006 was $63,868.




Operating
      expenses for year ending August 31, 2007 were $2,739,971. These were mainly
      made
      up of the following expenses:


2007
              
              2006Consulting
                  Expense
              
              $
              1,380,362
              
              $
              63,868Salary
                  & Wages
              
              
              281,412
              
              
              -Gain/Loss
                  on Sale of Assets
              
              
              376,000
              
              
              -Other
                  Expenses
              
              
              702,197
              
              
              -$
              2,739,971
              
              $
              63,868




*Website
      Development*




During
      this current growth stage of our company, we have outsourced the content and
      operation of our web site to Global Cash Card. Our website is currently being
      created and when completed, is intended to be services based for the benefit
      of
      our customers. For example, customers will be able to view their card balances
      and their monthly transactions via our website. Although we anticipate that
      our
      website may not generate significant new accounts, we will utilize the forum
      as
      a marketing and customer service tool for employers and their employees who
      use
      our products. In the future, we may use our website to offer load functions
      and
      allow customers to view transactions and account information on-line. We expect
      to incur between approximately $10,000 to $20,000 on website development during
      the next twelve months.




*Customer
      Relations*




We
      out-source customer service for all members. Our content providers provide
      all
      back up and product related customer service, interfacing with our support
      team.
      We attempt to keep detailed records of every sales contact, including source
      of
      inquiry, client needs, employment and income if available.




Handling
      of all customer service is currently provided by the outsource customer service
      provider through our third party supplier. In this way our customer service
      functions are scaleable, bilingual and can be managed to handle one or multiple
      programs. We expect to incur between approximately $90,000 and $130,000 on
      customer relations in the next twelve month period.




*Purchase
      or Sale of Equipment*




We
      do not anticipate that we will expend any significant amount on equipment for
      our present or future operations. We may purchase computer hardware and software
      for our ongoing operations.




*Off-Balance
      Sheet Arrangements*




Our
      company has no outstanding derivative financial instruments, off-balance sheet
      guarantees, interest rate swap transactions or foreign currency contracts.
      Our
      company does not engage in trading activities involving non-exchange traded
      contracts.




***Contractual
      Obligations***




*Agreements
      with Global Cash Card*




On
      April 14, 2006, we entered into a consulting agreement with Global Cash Card
      and
      an affiliate of Global Cash Card under which we provide management consulting
      services in regards to operations, finance and business strategy.




-16-




On
      May 3, 2006, we entered into an agreement with Global Cash Card where we can
      utilize their processing platform to issue prepaid debit cards as an independent
      sales organization (ISO). Further, the agreement grants our company with the
      right to sell licenses for the use of their software. The software acquires,
      authorizes and records debit card transactions of our customers, and the
      end-users of our customers. We will utilize their processes and procedures
      to
      market either their prepaid debit card or our own prepaid debit card. Through
      this arrangement we also gain access to MoneyGram loading sites and other
      services.




*Agreement
      with National Health Partners*




On
      June 7, 2006, we entered into a two year agreement with National Health Partners
      to provide Prepaid ATM and or MasterCard Cards to customers of National Health
      Partners CAREExpress programs. CAREExpress is a discount membership network
      for
      healthcare services. Cardholders will be able to load the cards in a variety
      of
      ways, including direct deposit by their employer or going to any one of
      thousands of loading stations. To date no cards have been purchased and
      activated by National Health Partners.




***LIQUIDITY
      AND CAPITAL RESOURCES***




Presently,
      our revenue is not sufficient to meet our operating and capital expenses.
      Management projects that we will require additional funding to expand our
      current operations. There is substantial doubt about our ability to continue
      as
      a going concern as the continuation of our business is dependent upon successful
      and sufficient market acceptance of our products and maintaining a break even
      or
      profitable level of operations. We have incurred operating losses since
      inception and this is likely to continue into and through a portion of 2008.
      Management projects that we may require an additional $1,200,000 to $2,000,000
      to fund our operating expenditures for the next twelve month
      period.          Our cash on
      hand as of August 31, 2007 was $34,238. As of August 31, 2007, current assets
      totaled $48,373 and current liabilities totaled $69,339 with a working capital
      deficit of $20,966. We require funds to enable us to address our minimum current
      and ongoing expenses, continue with marketing and promotion activity connected
      with the development and marketing of our products and increase market share.
      We
      anticipate that our cash on hand and the revenue that we anticipate generating
      going forward from our operations may not be sufficient to satisfy all of our
      cash requirements for the next twelve month period. If we require any additional
      monies during this time, we plan to raise any such additional capital primarily
      through the private placement of our equity securities.




Due
      to the uncertainty of our ability to meet our current operating and capital
      expenses, in their report on our audited annual financial statements for the
      period ended August 31, 2007, our independent auditors included an explanatory
      paragraph regarding concerns about our ability to continue as a going concern.
      Our financial statements contain additional note disclosures describing the
      circumstances that led to this disclosure by our independent auditors. There
      is
      substantial doubt about our ability to continue as a going concern as the
      continuation and expansion of our business is dependent upon obtaining further
      financing, successful and sufficient market acceptance of our products, and,
      finally, achieving a profitable level of operations. The issuance of additional
      equity securities by us could result in a significant dilution in the equity
      interests of our current stockholders. Obtaining commercial loans, assuming
      those loans would be available, will increase our liabilities and future cash
      commitments.




The
      financial requirements of our company for the next twelve months are primarily
      dependent upon the financial support through credit facilities of our directors
      and additional private placements of our equity securities to our directors
      and
      shareholders or new shareholders. The issuance of additional equity securities
      by us may result in a significant dilution in the equity interests of our
      current shareholders. Even though our company has determined that we may not
      have sufficient working capital for the next twelve month period, our company
      has not yet pursued such financing options. There is no assurance that we will
      be able to obtain further funds required for our continued operations or that
      additional financing will be available to us when needed or, if available,
      that
      it can be obtained on commercially reasonable terms. If we are not able to
      obtain the additional financing on a timely basis, we will not be able to meet
      our other obligations as they become due and we will be forced to scale down
      or
      perhaps even cease our operations. We do not currently have any plans to merge
      with another company, and we have not entered into any agreements or
      understandings for any such merger.




*Operating
      Activities*




Operating
      activities used cash of $735,167 for the year ending, to August 31, 2007. The
      cash used during the period was largely the result of the net loss from
      operations.




-17-




*Investing
      Activities*




During
      the year ended August 31, 2007, we used for investing activities $386,354,
      mainly from the write off of the investment in our joint venture.




*Financing
      Activities*




During
      the year ended August 31, 2007, we sold 979,900 shares of common stock through
      private placements, which raised approximately $979,900., of which 149,900
      shares are in stock payable and are to be issued as of August 31, 2007.




***Critical
      Accounting Policies***




Our
      financial statements have been prepared in accordance with accounting principles
      generally accepted in the United States of America. The preparation of these
      financial statements requires us to make significant estimates and judgments
      that affect the reported amounts of assets, liabilities, revenue, and expenses
      and related disclosure of contingent assets and liabilities. We evaluate
      estimates, including those related to stock based compensation and revenue
      recognition on an ongoing basis. We base our estimates on historical experience
      and on various other assumptions that are believed to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      the carrying values of assets, liabilities and equity, that are not readily
      apparent from other sources. Actual results may differ from these estimates
      under different assumptions or conditions.




We believe the following are the critical accounting policies used in the
      preparation of our financial statements:




*Revenue
      Recognition*




In general, we recognize revenue when, (1) persuasive evidence of an arrangement
      exists; (2) delivery has occurred; (3) our price to the buyer is fixed or
      determinable; and (4) collectibility of the receivables is reasonably assured.
      More specifically, initiation fee revenue for our stored value cards are
      recognized when shipped, transaction fee revenue is recognized when the
      transaction is recorded, maintenance and financial float fees revenue are
      recognized when the products are used. For the period ended August 31, 2006,
      income was generated from one consulting contract. Assuming the deliverables
      were not met which would result in deferred revenue up to $25,000, our statement
      of operations would report a loss up to approximately $65,900 or $0.02 per
      weighted average common share outstanding compared to the as reported net loss
      of approximately $40,900 or $0.01 per weighted average common share outstanding.




Consulting fees are recognized as work is performed and per contractual terms
      with the customer. Costs of revenue, including the cost of printing the prepaid
      cards, are recorded at the time revenue is recognized.




*Stock
      - Based Compensation*




We account for equity instruments issued for services based on the fair value
      of
      the consideration received or the fair value of the equity instruments,
      whichever is more reliably measurable. Stock based compensation was determined
      using the fair value of the services performed due to the lack of historical
      fair value of the equity instruments. Assuming the value of the equity
      instruments was more readily determinable and the same number of equity
      instruments were issued, the following table presents a sensitivity analysis
      to
      show the impact on our financial condition at August 31, 2006 from fluctuations
      in fair value of equity instruments issued for services:




Increase
                (Decrease)Changed
                Assumption
            
            in
                Fair ValueIncrease
                in stock based compensation expensedue
                to increase in fair value by 1%
            
            $
            290Increase
                in stock based compensation expensedue to increase in fair value by 5%
            
            $
            1,445Decrease
                in stock based compensation expensedue
                to decrease in fair value by 1%
            
            $
            (290
            )Decrease
                in stock based compensation expensedue
                to decrease in fair value by 5%
            
            $
            (1,445
            )




-18-




The
      purpose of this analysis is to provide an indication of the impact that the
      stock based compensation fluctuations would have on our financial results.
      It is
      not intended to imply our expectation of future results of operations. We
      believe that the assumptions used above are appropriate to illustrate the
      possible impact on the financial statements.





***Recent
                Accounting
                Pronouncements***





In
      February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
      Financial Instruments-an amendment of FASB Statements No. 133 and 140 , to
      simplify and make more consistent the accounting for certain financial
      instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative
      Instruments and Hedging Activities , to permit fair value measurement for any
      hybrid financial instrument with an embedded derivative that otherwise would
      require bifurcation, provided that the whole instrument is accounted for on
      a
      fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the
      Impairment or Disposal of Long-Lived Assets , to allow a qualifying
      special-purpose entity to hold a derivative financial instrument that pertains
      to a beneficial interest other than another derivative financial instrument.
      SFAS No. 155 applies to all financial instruments acquired or issued after
      the
      beginning of an entity's first fiscal year that begins after September 15,
      2006,
      with earlier application allowed. This standard is not expected to have
      a material effect on the Company's future reported financial position or
      results of operations.





In
      June
      2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
      Income Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48
      clarifies the accounting for uncertainty in tax positions and requires that
      a
      Company recognize in its financial statements the impact of a tax position,
      if
      that position is more likely than not of being sustained on audit, based on
      the
      technical merits of the position. The provisions of FIN 48 are effective for
      fiscal years beginning after December 15, 2006. The adoption of FIN 48 is not
      expected to have a material effect on the Company's future reported
      financial position or results of operations.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS
      No. 157 provides guidance on the definition of fair value, methods to measure
      fair value, and expanded disclosures of fair value. SFAS No. 157 is effective
      as
      of the first interim or annual reporting period that begins after November
      15,
      2007. Accordingly, the Company will adopt SFAS No. 157 in its quarter ending
      November 30, 2007. The Company is currently evaluating the provisions of SFAS
      No. 157 and has not yet determined the impact, if any, that SFAS No. 157 will
      have on its financial statement presentation or disclosures.





In
      February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for
      Financial Assets and Financial Liabilities” which allows companies the option to
      measure certain financial instruments and other items at fair value. The
      provisions of SFAS No. 159 are effective as of the beginning of fiscal
      years beginning after November 15, 2007. We are currently evaluating the
      impact, if any, this statement will have on our financial statements.




**RISK
      FACTORS**




An
      investment in our common stock involves a number of very significant risks.
      You
      should carefully consider the following risks and uncertainties in addition
      to
      other information in this prospectus in evaluating our company and our business
      before purchasing shares of our company's common stock. Our business, operating
      results and financial condition could be seriously harmed due to any of the
      following risks. You could lose all or part of your investment due to any of
      these risks.




-19-




**RISKS
      RELATED TO OUR BUSINESS**




***We
      have had minimal revenues from operations and if we are not able to obtain
      further financing we may be forced to scale back or cease operations or our
      business operations may fail.***




To
      date, we have not generated significant income from our operations and we have
      been dependent on sales of our equity securities to meet the majority of our
      cash requirements. During our fiscal year ended August 31, 2007 we have
      generated $33,030 in revenue. As of August 31, 2007, we had cash of $34,238
      and
      working capital deficit of $20,966. We may never generate positive cash flow
      from operations, including during the year that is to end August 31, 2008.
      We
      estimate that we will require between $1,500,000 and $2,000,000 to carry out
      our
      business plan for the next twelve month period. Because we cannot anticipate
      when we will be able to generate significant revenues from sales, we will need
      to raise additional funds to continue to develop our business, respond to
      competitive pressures and to respond to unanticipated requirements or expenses.
      If we are not able to generate significant revenues from the sale of our
      products, we will not be able to maintain our operations or achieve a profitable
      level of operations.




***We
      have only commenced our business operations in January 2006 and we have a
      limited operating history. If we cannot successfully manage the risks normally
      faced by start-up companies, we may not achieve profitable operations and
      ultimately our business may fail.***




We
      have a limited operating history. Our operating activities since our
      incorporation on January 24, 2006 have consisted primarily of raising operating
      capital and marketing our products and services to prospective customers. Our
      prospects are subject to the risks and expenses encountered by start up
      companies, such as uncertainties regarding our level of future revenues and
      our
      inability to budget expenses and manage growth and our inability to access
      sources of financing when required and at rates favorable to us. In addition,
      our company is faced with other risks more specific to our market industry
      which
      may affect our ability to, among other things:




1.
            expand
                our subscriber base and increase subscriber revenues;2.
            attract
                licensing customers;3.
            compete
                favorably in a highly competitive market;4.
            access
                sufficient capital to support our growth;5.
            recruit,
                train and retain qualified employees;6.
            introduce
                new products and services; and7.
            upgrade
                network systems and
                infrastructures.




Our
      limited operating history and the highly competitive nature of our business
      make
      it difficult or impossible to predict future results of our operations. We
      may
      not succeed in developing our business to a level where we can achieve
      profitable operations, which may result in the loss of some or all of your
      investment in our common stock.




***The
      fact that we have only generated limited revenues since our incorporation raises
      substantial doubt about our ability to continue as a going concern, as indicated
      in our independent auditors' report in connection with our audited financial
      statements.***




We
      have generated limited revenues since our inception on January 24, 2006. Since
      we are still in the early stages of operating our company and because of our
      lack of operating history, our independent auditors' report includes an
      explanatory paragraph about our ability to continue as a going concern. We
      will,
      in all likelihood, continue to incur operating expenses without significant
      revenues until our products gain significant popularity. Between January 24,
      2006 and our fiscal year ended August 31, 2006, we raised $197,000 through
      the
      sale of shares of our common stock. For the year ended August 31, 2007, we
      raised $979,900 through the sale of shares of our common stock. Based upon
      current estimates, we estimate our average monthly operating expenses in the
      future to be approximately $10,000 per month. We will not be able to expand
      our
      operations beyond current levels without generating significant revenues from
      our current operations or obtaining further financing. Our primary source of
      funds has been the sale of our common stock. We can offer no assurance that
      we
      will be able to generate enough interest in our products. If we cannot attract
      a
      significant customer base, we will not be able to generate any significant
      revenues or income. In addition, if we are unable to establish and generate
      material revenues, or obtain adequate future financing, our business will fail
      and you may lose some or all of your investment in our common stock.
      These circumstances raise substantial doubt about our ability to continue as
      a
      going concern as described in an explanatory paragraph to our independent
      auditors' report on the financial statements for the period ended August 31,
      2007.




-20-




***We
      will need to raise additional funds in the near future. If we are not able
      to
      obtain future financing when required, we might be forced to scale back or
      cease
      operations or discontinue our business.***




We
      do not currently have any arrangements for financing and we can provide no
      assurance to investors that we will be able to find such financing when such
      funding is required. Obtaining additional financing would be subject to a number
      of factors, including investor acceptance of our product selection and our
      business model. Furthermore, there is no assurance that we will not incur
      further debt in the future, that we will have sufficient funds to repay our
      future indebtedness or that we will not default on our future debts, thereby
      jeopardizing our business viability. Finally, we may not be able to borrow
      or
      raise additional capital in the future to meet our needs or to otherwise provide
      the capital necessary to maintain our operations, which may result in the loss
      of some or all of your investment in our common stock.




Our
      company anticipates that the funds that were raised from thirty-three
      subscribers pursuant to private placements that were entered into between
      January 24, 2006 and August 31, 2007 will not be sufficient to satisfy our
      cash
      requirements for the next twelve month period. Also, there is no assurance
      that
      actual cash requirements will not exceed our estimates. In particular,
      additional capital may be required in the event that:




1.
            we
                incur delays and additional expenses as a result of technology
                failures;2.
            we
                are unable to create a substantial market for our products;
                or3.
            we
                incur any significant unanticipated
                expenses.




The
      occurrence of any of the aforementioned events could prevent us from pursuing
      our business plan, expanding our business operations and ultimately achieving
      a
      profitable level of such operations.




We
      will depend almost exclusively on outside capital to pay for the continued
      development and marketing of our products. Such outside capital may include
      the
      sale of additional stock, shareholder advances and/or commercial borrowing.
      There can be no assurance that capital will continue to be available if
      necessary to meet our continuing development costs or, if the capital is
      available, that it will be on terms acceptable to us. The issuance of additional
      equity securities by us will result in a significant dilution in the equity
      interests of our current stockholders. Obtaining commercial loans, assuming
      those loans would be available, will increase our liabilities and future cash
      commitments. If we are unable to obtain financing in the amounts and on terms
      deemed acceptable to us, we may not be able to expand or continue our operations
      and so may be forced to scale back or cease operations or discontinue our
      business.




***We
      rely on a complex network of relationships, each of which are necessary to
      enable our company to sell our products and services, and as a result of that
      dependency, we could be adversely affected by changes in the fees charged by
      any
      party, the financial condition of any party or by the deterioration or
      termination of our relationship with any party.***




In
      order for our company to generate sales, we have established relationships
      with
      two parties including card associations that sponsor our card products, banks
      that manufacture, issue and own the debit cards, processors responsible for
      accepting transaction information and keeping debit card accounts current,
      as
      well as contracts under which we provide management services and a contract
      with
      a distribution partner responsible for the distribution of the cards to their
      sales channels and client base, retail locations and POPs which provide sales
      and load locations. To date, we have entered into a supplier agreement with
      Global Cash Card Inc. to access transaction processing, association, network
      access and card accounts as well as selling us a license to install their
      processing platform worldwide excluding the U.S. We have not entered into any
      direct agreements with banks or POPs and have only entered into two distribution
      agreements as of August 31, 2007, however through our distributors we have
      access to four (4) sponsoring banks. We are in the process of establishing
      direct relationships with banks and POPs which complete the relationships
      necessary for our company to conduct business. If any material adverse event
      were to affect our relationship with any entity, including a significant
      decline in their financial condition or a material rise in the cost of their
      services, such an event could adversely affect our results of operations.
      Additionally, if our existing relationship with any entity deteriorates or
      is
      terminated in the future, and we are not successful in establishing a
      relationship with an alternate entity at prices currently charged by such
      entities, our results of operations could be adversely affected. We have entered
      into an agreement in October 2007, with an additional distribution channel
      in
      Europe that indirectly brings us two additional sponsor banks.




-21-




***If
      we were to lose our third party processor, the loss would substantially
      interfere with our ability to transact business.***




We
      obtain our access to the network of financial institutions and linked ATM's
      and
      point of sale systems through an arrangement among banks, as well as third
      party
      providers in the U.S. Our agreements with these providers gives us operational
      access to relationships that allow us to access a package of other networks
      such
      as STARTM, PlusTM, CirrusTM and similar networks. If we lose our third party
      provider licenses these providers, we would be forced to separately negotiate
      access to each of the individual networks as well as to license processing
      software. Any down time associated with the loss of access to the networks
      could
      render our systems and cards, as issued, useless. Even if we were then able
      to
      negotiate third party processor agreements with the individual networks, we
      might not be able to do so in time to preserve our business name and customer
      relationships. Thus, the loss of third party processor relationships could
      put
      us out of business. Additionally, customers readily accept the MasterCard or
      VISA brand on debit cards. If we were to lose our ability to cause the issuance
      of cards under the MasterCard or other brands, we would lose substantial market
      acceptance for our products.




***We
      currently rely upon our affiliated banks and partners to obtain and comply
      with
      all licenses and permits to conduct our business, and if we were required to
      obtain such licenses and permits independently, our company would most likely
      be
      unable to conduct business in that state due to the high costs associated
      therewith.***




Approximately
      45 states have established laws or regulations that require persons who load
      money onto debit cards or process debit card transactions to be licensed by
      the
      state unless that person has a federal banking charter and is operating from
      a
      licensed bank branch. We solely rely upon our processing providers to obtain
      licenses from the requisite banking regulators and to comply with all current
      state regulations in which we conduct business. We rely upon the licenses of
      our
      affiliated banks through these processing providers relationship with MasterCard
      or VISA to comply with all federal and state laws and regulations. Some states
      may require us to obtain our own license to conduct money loading operations
      and
      debit card transactions. As a result, we may be required to apply for and obtain
      licenses in all of the states that we conduct business operations. Under such
      circumstances, we would be required to file an extensive license application
      in
      each state and post bonds to operate in those states which range from $100
      to
      $16,500 per state excluding location fees. Some states may require us to post
      bonds in amounts between $25,000 to $2,000,000 for each license. We would also
      have to qualify to do business in each state in which we conduct business and
      thereafter file tax returns and be subject to service of process in each state.
      We can offer no assurance that we will be able to rely on the licenses and
      permits of our affiliated banks and partners so as to avoid licensing and
      bonding fees with each state that we conduct business in. If we are required
      to
      obtain one or more licenses and post bonds, our company may not have the cash
      flow to comply with such requirements and as a result, our company may be forced
      to suspend operations in that state which may result in a material adverse
      effect to our company.




***Our
      point of purchase operators may subject us to liability if they fail to follow
      applicable laws.***




We
      rely upon the licenses of third party processing providers to establish
      contractual agreements with each of our load center networks. Among other
      things, the agreements require the load centers to comply with the Patriot
      Act
      and anti-money laundering laws or their equivalent in non-U.S. markets.. While
      we do not intend to be responsible for their actions, we could be subject to
      state or federal actions against them if our load center agents violate or
      are
      accused of violating the law. Such actions could compromise our credibility
      with
      our customers, issuing banks and state regulators, generally making it harder
      for us to do business. It could also cost us a great deal of money to
      investigate, defend and resolve such matters and jeopardize our relationship
      with our sole processor. We cannot be sure that we could afford such actions
      and
      be able to continue business operations.




***The
      industry within which we operate is subject to comprehensive government
      regulation and any change in such regulation may have a material adverse effect
      on our company.***




We
      can offer no assurance that the laws, regulations, policies or current
      administrative practices of any government body, organization or regulatory
      agency in the United States or any other jurisdiction will not be changed,
      applied or interpreted in a manner which will fundamentally alter the ability
      of
      our company to carry on our business. We expect regulation of the industry
      within which we operate our business to increase. The actions, policies or
      regulations, or changes thereto, of any government body or regulatory agency,
      or
      other special interest groups, may have a detrimental effect on our company.
      Additionally, we utilize software systems and card programs of our affiliates
      which comply and operate in association with applicable banking rules and
      regulations. A change of those rules and regulations could require our
      affiliates to dramatically alter our software programs, the hardware upon which
      we operate and our implementation and operation of debit cards and stored value
      cards. Such changes could be costly or impractical and our affiliates may be
      unable or unwilling to modify our operations and technology to comply with
      dramatic changes in banking regulations.




-22-




We
      rely on our affiliated banks and partners to comply with the Patriot Act
      requirements or their equivalent in non U.S. markets that financial institutions
      know their cardholders. If the Patriot Act or it’s equivalent in non U.S.
      markets or subsequent legislation increases the level of scrutiny that we or
      our
      affiliated banks are required to adopt to know their customers, it may be costly
      or impractical for us to continue to profitably issue and load cards for our
      customers or even comply with new regulation schemes.




We
      are dependent upon the use of electronic banking networks owned by suppliers,
      major financial services institutions and major banks to load value on the
      cards
      and record deductions against cardholders' accounts. If we lose access to such
      networks by virtue of contact issues or changes in the laws or regulations
      governing their use, it could render our products useless.




***Security
      and privacy breaches of our electronic transactions may damage customer
      relations and reduce revenues from operations.***




Any
      failure in the security and privacy measures of our company, or our suppliers
      and business partners, may have a material adverse effect on our business,
      financial condition and results of operations. Our company and our suppliers
      electronically transfer large sums of money and store large amounts of personal
      information about our customers, including bank account and debit card
      information, social security numbers and merchant account numbers. If we are
      unable to protect this information and a security or privacy breach results,
      the
      resulting breach may:




1.
            cause
                our customers to lose confidence in our services;2.
            deter
                consumers from using our services;3.
            harm
                our reputation and expose us to liability;4.
            increase
                our expenses from potential remediation costs; and5.
            cause
                service disruptions or
                cancellations.




While
      management believes that our company and our suppliers and business partners
      have utilized applications that are designed for data security and integrity
      in
      regards to processing electronic transactions, we can offer no assurance that
      the use of these applications will be sufficient to address changing market
      conditions or the security and privacy concerns of existing and potential
      customers.




***If
      our company or our business partners do not respond to rapid technological
      change or changes in industry standards, our products and services could become
      obsolete and we could lose our existing and future
      customers.***




If
      competitors introduce new products and services embodying new technologies,
      or
      if new industry standards and practices emerge, our existing product and service
      offerings, sourced or proprietary technology and systems may become obsolete.
      Further, if we or our suppliers fail to adopt or develop new technologies or
      to
      adapt products and services to emerging industry standards, we may lose current
      and future customers, which could have a material adverse effect on our
      business, financial condition and results of operations. The electronic commerce industry
      is changing rapidly. To remain competitive, we must continue to enhance and
      improve the functionality and features of our products, services and
      technologies.




-23-




***If
      major banks begin to target the sub-prime market, it will create substantial
      competition for us and our products and services.***




We
      operate among major financial institutions, providing products and services
      designed to service the sub-prime credit market. Large and small banks alike
      have traditionally not sought the comparatively small sub-prime market. This
      allows the symbiotic relationship between banks and small operators, such as
      our
      company, where the banks get access to the cumulative deposits of the
      cardholders, without the trouble of administering thousands of very small
      individual accounts of depositors. If banks decide to directly target the
      sub-prime market before we are able to establish a strong foothold, we will
      not
      be able to compete with established banks which have substantially greater
      resources.




***The
      requirements to maintain higher reserve accounts could impair our growth and
      profitability.***




The
      financial institutions with whom we conduct business require our company to
      maintain reserve deposit accounts. If we are required to deposit higher than
      normal reserves either as dictated by such institutions or by new rules and
      regulations governing institutions, it may reduce our cash flow available for
      operations and impede the expansion of our business.




***Certain
      delays could cause loss of business opportunities and inhibit our
      growth.***




Delays
      in the development of our business plan could cause loss of opportunities.
      These
      delays could be in areas such as:




1.
            deployment
                of technology or systems;2.
            obtaining
                POPs;3.
            POPs
                becoming active;4.
            interfacing
                with technology at the POPs;5.
            adoption
                of technology;6.
            revenue
                due to cards being activated;7.
            revenue
                due to cards being used;8.
            revenue
                due to training at the distribution level;9.
            revenue
                due to training at the POPs level; or10.
            revenue
                due to bank processor approvals for card
                programs.




These
      and others could cause delays in launching card programs which could cause
      us to
      consume more cash, increase our need for outsourcing, increase costs of
      licensing technology, render cards unusable causing us to refund customers'
      money and cause the card products to be returned. The delays may also impact
      our
      cash flow and profitability. Delays due to interfacing with technology at the
      POPs, delays in distribution, delays in revenue due to cards being used or
      delays in revenue due to training at the POPs level could each have a material
      adverse effect on our operations. Delays in revenue due to bank approvals of
      programs or changes in card programs could cause cards to become unusable and
      result in litigation.




***If
      our operations are disrupted by technological or other problems, we may not
      be
      able to generate revenues from*** ***the
      sale of our products.***




Our
      systems could be overwhelmed or could fail for any number of reasons. We may
      not
      be able to conduct business, and may suffer obstacles in loading or processing
      transactions should the following circumstances occur:




1.
            a
                power or telecommunications failure;2.
            human
                error; or3.
            a
                fire, flood or other natural
                disaster.




-24-




Additionally,
      our computer systems and those of the third parties on which we depend may
      be
      vulnerable to damage or interruption due to sabotage, computer viruses or other
      criminal activities or security breaches.




We
      currently do not have any property and business interruption insurance to
      compensate us for any losses we may incur. Even though we use fail over
      computing technology, if we incur a slowdown or shutdown of computer services,
      then our ongoing operations may be harmed to the extent that we will be unable
      to sell our products through our website, and/or promote via email and, as
      a
      result, you may lose some or all of your investment in our common stock. In
      the
      event of a system failure by us or by a supplier to us that went undetected
      for
      a substantial period of time, we could allow transactions on blocked accounts,
      false authorizations, fail to deduct charges from accounts or fail to detect
      systematic fraud or abuse. Errors or failures of this nature could immediately
      adversely impact us, our credibility and our financial standing.




***Because
      we do not have sufficient insurance to cover our business losses, we might
      have
      uninsured losses, increasing the possibility that you would lose your
      investment.***




We
      may incur uninsured liabilities and losses as a result of the conduct of our
      business. We currently maintain comprehensive liability and property insurance
      of $1.0 million. Even so we may not carry sufficient insurance coverage to
      satisfy potential claims. We do not carry any business interruption insurance.
      Should uninsured losses occur, any purchasers of our common stock could lose
      their entire investment.




**FACTORS
      AFFECTING THE COMPANY’S OPERATING RESULTS**




The
      Company's business is subject to numerous factors affecting its operating
      results. In addition to the risk factors discussed above, the Company's
      operating results may be affected by:




***We
      have a limited operating history which may not be an indicator of our future
      results.***




As
      a
      result of our limited operating history, our plan for rapid growth, and the
      increasingly competitive nature of the markets in which we operate, the
      historical financial data may not be a good indicator of our future revenue
      and
      operating expenses. Our planned expense levels will be based in part on
      expectations concerning future revenue, which is difficult to forecast
      accurately based on current plans of expansion and growth. We may be unable
      to
      adjust spending in a timely manner to compensate for any unexpected shortfall
      in
      revenue. Further, general and administrative expenses may increase significantly
      as we expand operations. To the extent that these expenses precede, or are
      not
      rapidly followed by, a corresponding increase in revenue, our business,
      operating results, and financial condition will suffer.




***The
      termination of our contract with our major customer could negatively impact
      our
      results of operations and may result in a significant impact to revenues.***




**OTHER
      FACTORS**




***Any
      regulation or elimination of interchange fees could have a material adverse
      impact on our results of operations.***




We
      have
      the potential to earn interchange fees each time one of our cardholders uses
      our
      signature based card to buy products or services at a POS device. There have
      been efforts by various legislative bodies and associations to reduce
      interchange fees. This would have an immediate, negative impact on future
      revenue from the use of our cards.




***If
      our computer network and data centers were to suffer a significant interruption,
      our business and customer reputation could be adversely impacted and result
      in a
      loss of customers.***




Our
      ability to provide reliable service largely depends on the efficient and
      uninterrupted operations of our computer network systems and data centers.
      Any
      significant interruptions could severely harm our business and reputation and
      result in a loss of customers. Our systems and operations could be exposed
      to
      damage or interruption from fire, natural disaster, power loss,
      telecommunications failure, unauthorized entry and computer viruses. Although
      we
      have taken steps to prevent a system failure, we cannot be certain that our
      measures will be successful and that we will not experience system failures.
      Further, our property and business interruption insurance may not be adequate
      to
      compensate us for all losses or failures that may occur.




-25-




***We
      may be unable to protect our intellectual property rights, which could have
      a
      negative impact on our results of operations***




Despite
      our efforts to protect our intellectual property rights, third parties may
      infringe or misappropriate our intellectual property rights, or otherwise
      independently develop substantially equivalent products and services. The loss
      of intellectual property protection or the inability to secure or enforce
      intellectual property protection could harm our business and ability to compete.
      We rely on a combination of trademark and copyright laws, trade secret
      protection, and confidentiality and license agreements to protect our
      trademarks, software and know-how. We have also applied for patent protection
      on
      some features of our newer products. We may find it necessary to spend
      significant resources to protect our trade secrets and monitor and police our
      intellectual property rights.




Third
      parties may assert infringement claims against us in the future. In particular,
      there has been a substantial increase in the issuance of patents for
      Internet-related business processes, which may have broad implications for
      all
      participants in Internet commerce. Claims for infringement of these patents
      are
      becoming an increasing source of litigation. If we become subject to an
      infringement claim, we may be required to modify our products, services and
      technologies or obtain a license to permit our continued use of those rights.
      We
      may not be able to do either of these things in a timely manner or upon
      reasonable terms and conditions. Failure to do so could seriously harm our
      business and operating results. In addition, future litigation relating to
      infringement claims could result in substantial costs to us and a diversion
      of
      management resources. Adverse determinations in any litigation or proceeding
      could also subject us to significant liabilities and could prevent our use
      of
      certain of our products, services or technologies.




**RISKS
      ASSOCIATED WITH OUR COMMON STOCK**




***There
      is no active trading market for our common stock and if a market for our common
      stock does not develop, our investors will be unable to sell their
      shares.***




We
      cannot provide our investors with any assurance that our common stock will
      continue to be traded on the OTC Bulletin Board or, if traded, that a public
      market will continue. Further, the OTC Bulletin Board is not a listing service
      or exchange, but is instead a dealer quotation service for subscribing members.
      If our common stock is not quoted on the OTC Bulletin Board or if a public
      market for our common stock does not continue, then investors may not be able
      to
      resell the shares of our common stock that they have purchased and may lose
      all
      of their investment. If we establish a trading market for our common stock,
      the
      market price of our common stock may be significantly affected by factors such
      as actual or anticipated fluctuations in our operation results, general market
      conditions and other factors. In addition, the stock market has from time to
      time experienced significant price and volume fluctuations
      that have particularly affected the market prices for the shares of
      developmental stage companies, which may materially adversely affect the market
      price of our common stock.




***Because
      we can issue additional common shares, purchasers of our common stock may
      experience further dilution.***




We
      are authorized to issue up to 35,000,000 common shares, of which 5,321,110
      are
      issued and outstanding as of August 31, 2007. Our board of directors has the
      authority to cause our company to issue additional shares of common stock
      without the consent of any of our shareholders. Consequently, our shareholders
      may experience more dilution in their ownership of our company in the
      future.




***Because
      our officers, directors and principal shareholders control a large percentage
      of
      our common stock, such insiders have the ability to influence matters affecting
      our shareholders.***




Our
      officers and directors, in the aggregate, beneficially own approximately 54%
      of
      the issued and outstanding shares of our common stock. As a result, they have
      the ability to influence matters affecting our shareholders, including the
      election of our directors, the acquisition or disposition of our assets, and
      the
      future issuance of our shares. Because our officers, directors and principal
      shareholders control such shares, investors may find it difficult to replace
      our
      management if they disagree with the way our business is being operated. Because
      the influence by these insiders could result in management making decisions
      that
      are in the best interest of those insiders and not in the best interest of
      the
      investors, you may lose some or all of the value of your investment in our
      common stock.




-26-




***Because
      we do not intend to pay any dividends on our common shares, investors seeking
      dividend income or liquidity should not purchase shares in this offering.***




We
      do not currently anticipate declaring and paying dividends to our shareholders
      in the near future. It is our current intention to apply net earnings, if any,
      in the foreseeable future to increasing our working capital. Prospective
      investors seeking or needing dividend income or liquidity should, therefore,
      not
      purchase our common stock. We currently have no revenues and a history of
      losses, so there can be no assurance that we will ever have sufficient earnings
      to declare and pay dividends to the holders of our shares, and in any event,
      a
      decision to declare and pay dividends is at the sole discretion of our board
      of
      directors, who currently do not intend to pay any dividends on our common shares
      for the foreseeable future.




***Sales
      of a substantial number of shares of our common stock into the public market
      by
      the selling stockholders may result in significant downward pressure on the
      price of our common stock and could affect the ability of our stockholders
      to
      realize any current trading price of our common
      stock.***




Sales
      of a substantial number of shares of our common stock in the public market
      could
      cause a reduction in the market price of our common stock, when and if such
      market develops. As a result of our SB-2 registration statement in May 2007,
      a
      substantial number of our shares of common stock which have been issued has
      become available for immediate which could have an adverse effect on the price
      of our common stock. As a result of any such decreases in price of our common
      stock, purchasers who acquire shares from the selling stockholders may lose
      some
      or all of their investment.




***Our
      stock is a penny stock. Trading of our stock may be restricted by the Securities
      and Exchange Commission's penny stock regulations which may limit a
      stockholder's ability to buy and sell our stock.***




Our
      stock is a penny stock. The Securities and Exchange Commission has adopted
      Rule
      15g-9 which generally defines "penny stock" to be any equity security that
      has a
      market price (as defined) less than $5.00 per share or an exercise price of
      less
      than $5.00 per share, subject to certain exceptions. Our securities are covered
      by the penny stock rules, which impose additional sales practice requirements
      on
      broker-dealers who sell to persons other than established customers and
      "accredited investors". The term "accredited investor" refers generally to
      institutions with assets in excess of $5,000,000 or individuals with a net
      worth
      in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
      with their spouse. The penny stock rules require a broker-dealer, prior
      to
      a transaction in a penny stock not otherwise exempt from the rules, to deliver
      a
      standardized risk disclosure document in a form prepared by the SEC which
      provides information about penny stocks and the nature and level of risks in
      the
      penny stock market. The broker-dealer also must provide the customer with
      current bid and offer quotations for the penny stock, the compensation of the
      broker-dealer and its salesperson in the transaction and monthly account
      statements showing the market value of each penny stock held in the customer's
      account. The bid and offer quotations, and the broker-dealer and salesperson
      compensation information, must be given to the customer orally or in writing
      prior to effecting the transaction and must be given to the customer in writing
      before or with the customer's confirmation. In addition, the penny stock rules
      require that prior to a transaction in a penny stock not otherwise exempt from
      these rules; the broker-dealer must make a special written determination that
      the penny stock is a suitable investment for the purchaser and receive the
      purchaser's written agreement to the transaction. These disclosure requirements
      may have the effect of reducing the level of trading activity in the secondary
      market for the stock that is subject to these penny stock rules. Consequently,
      these penny stock rules may affect the ability of broker-dealers to trade our
      securities. We believe that the penny stock rules discourage investor interest
      in and limit the marketability of our common stock.




***NASD
      sales practice requirements may also limit a stockholder's ability to buy and
      sell our stock.***




In
      addition to the "penny stock" rules promulgated by the Securities and Exchange
      Commission (see above and the "Market for Common Equity and Related Stockholder
      Matters" section at page 40 for discussions of penny stock rules), the NASD
      has
      adopted rules that require that in recommending an investment to a customer,
      a
      broker-dealer must have reasonable grounds for believing that the investment
      is
      suitable for that customer. Prior to recommending speculative low priced
      securities to their non-institutional customers, broker-dealers must make
      reasonable efforts to obtain information about the customer's financial status,
      tax status, investment objectives and other information. Under interpretations
      of these rules, the NASD believes that there is a high probability that
      speculative low priced securities will not be suitable for at least some
      customers. The NASD requirements make it more difficult for broker-dealers
      to
      recommend that their customers buy our common stock, which may limit your
      ability to buy and sell our stock and have an adverse effect on the market
      for
      our shares.




-27-




**ITEM
      7. FINANCIAL STATEMENTS**




Our
      financial statements required by this item are incorporated herein by reference
      to the financial statements beginning on Page F-1 immediately following the
      signature page.




**ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURES**




None.




-28-




**Item
      8A.**  **CONTROLS
      AND PROCEDURES.**




As
      required by Rule 13a-15 under the Exchange Act, we have carried out an
      evaluation of the effectiveness of the design and operation of our company’s
      disclosure controls and procedures as of the end of the period covered by this
      quarterly report, being August 31, 2007. This evaluation was carried out under
      the supervision and with the participation of our company’s management,
      including our company’s Chief Executive Officer and Chief Financial Officer.
      Based upon that evaluation, our company’s Chief Executive Officer and Chief
      Financial Officer concluded that our company’s disclosure controls and
      procedures are effective as at the end of the period covered by this report. There
      have been no changes in our internal controls over financial reporting that
      occurred during the period covered by this report that have materially affected,
      or are reasonably likely to materially affect our internal controls over
      financial reporting.




Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our company’s reports filed
      or submitted under the Exchange Act is recorded, processed, summarized and
      reported, within the time periods specified in the Securities and Exchange
      Commission’s rules and forms. Disclosure controls and procedures include,
      without limitation, controls and procedures designed to ensure that information
      required to be disclosed in our company’s reports filed under the Exchange Act
      is accumulated and communicated to management, including our company’s president
      and chief executive officer and chief financial officer as appropriate, to
      allow
      timely decisions regarding required disclosure.




**Item
      8B.**  **OTHER
      INFORMATION.**




None.





-29-


**PART
      III**




**ITEM
      9. DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER**




All
      directors of our company hold office until the next annual meeting of the
      stockholders or until their successors have been elected and qualified. The
      officers of our company are appointed by our board of directors and hold office
      until their death, resignation or removal from office. Our directors and
      executive officers, their ages, positions held, and duration as such, are as
      follows:




**Name**
            
            **Position
                Held with the**
              **Company**
            
            **Age**
            
            **Date
                First Elected**
              **or
                Appointed**Michael
                Dodak(3)
            
            Chairman
                and Chief Executive
              Officer
            
            60
            
            October
                23, 2006Don
                Headlund(1)
            
            Chief
                Financial Officer,
              Treasurer
                and Director
            
            74
            
            March
                31, 2006Joseph
                Tumbarello(6)
            
            Chief
                Operating Officer
            
            50
            
            June
                1, 2007David
                Fann(4)
            
            Director
                and President
            
            52
            
            October
                23, 2006Victoria
                Vaksman(5)
            
            Executive
                Vice President and Director
            
            53
            
            October
                24, 2006Michele
                D. Mauro(8)
            
            Director
            
            37
            
            November
                15, 2007Pierre
                Besuchet(7)
            
            Director
            
            75
            
            May
                17, 2007Paul
                Cox(2)
            
            Director
            
            44
            
            January
                24, 2006




(1)
      Don
      Headlund was appointed as our President, Chief Executive Officer, Chief
      Financial Officer and director as of March 31, 2006. He resigned as Chief
      Executive Officer on October 23, 2006. He became our Treasurer as of August
      8th,
      2006.




(2)
      Paul
      Cox was appointed as a director on January 24, 2006 and as our President,
      Secretary and Treasurer on January 25, 2006.. He resigned as President and
      Secretary on March 31, 2006. He resigned as Treasurer as of August 8th,
      2006.




(3)
      Michael Dodak was appointed as a director on January 24, 2006, resigned as
      a
      director as of March 31, 2006 and was reappointed as a director on October
      23,
      2006. He was appointed as our CEO on October 23, 2006.




(4)
      David
      Fann was appointed as a director on January 24, 2006, resigned as a director
      as
      of March 31, 2006 and was reappointed as a director on October 23, 2006.. He
      became President and Secretary on October 23, 2006.




(5)
      Victoria Vaksman was appointed as a director on October 24, 2007 and became
      Executive Vice President for Europe, the Middle East and Africa on March 31,
      2007.




(6)
      Joseph Tumbarello was hired as our COO on June 1, 2007.




(7)
      Pierre Besuchet was appointed as a director on May 7, 2007




(8)
        Michele D. Mauro was appointed as a director on November 15, 2007


-30-




*Business
      Experience*




The
      following is a brief account of the education and business experience of each
      director and executive officer during at least the past five years, indicating
      each person's business experience, principal occupation during the period,
      and
      the name and principal business of the organization by which they were
      employed.




Michael
      Dodak - Chief Executive Officer and Chairman of the Board




Mr.
      Dodak
      served as CEO and Chairman of the Board of Global Axcess Corp, a publicly traded
      company from October 2001 until September 2006 where he was responsible for
      the
      day-to-day operations of the Company. Global Axcess Corp was an independent
      operator and owner of automated teller machines through out the U.S. Prior
      to
      joining the Company, Mr. Dodak was Chief Executive Officer of Nationwide Money
      Services, Inc., an independent ATM network operator and services provider that
      was sold by First Data Corporation to Global Axcess Corp in June 2001. Mr.
      Dodak
      joined Nationwide Money Services, Inc. as a controller in early 1996. He assumed
      the various duties of a controller including the production of financial
      statements, budgets, and the development of the Money Services, Inc. database.
      In June 1997 he was promoted to CEO. He has Bachelor of Arts and MBA degrees
      from the University of California Los Angeles.




Don
      Headlund - Chief Financial Office and Director




From
      July
      1991 to February 2006, Mr. Headlund served as an officer of Cardservice
      International, Inc., first as Chief Financial Officer and later as President
      from June 2000 to February 2006. Prior to that, he served as President, Chief
      Executive Officer and director of Malibu Savings Bank from April 1988 until
      February 1991. Prior to 1988, Mr. Headlund was employed with Valley Federal
      Savings Bank for 20 years serving in a variety of positions including President,
      Chief Executive Officer and director. Mr. Headlund is a former captain in the
      United States Air Force. Mr. Headlund received a Bachelor of Arts degree in
      economics and finance from Occidental College in Los Angeles, California in
      June
      1995 and a graduate degree in Banking from The Institute of Financial Education
      at Indiana University in August 1980.




Joe
      Tumbarello-- Chief Operating Officer




Mr.
      Tumbarello has extensive experience in transaction processing in the Healthcare,
      Merchant Acquiring and Prepaid Card issuing business. Joe has over 30 years
      in
      financial transaction industry, as well as holding key executive positions
      with
      First Data Corp, Cardservice International, Viacom and Time Warner.




David
      Fann - President and Director




Mr.
      Fann
      served as President and Director of the Global Axcess Corp, a publicly traded
      company since January of 2002 until September of 2006. While at Global Axcess
      Corp Mr. Fann was responsible for equity and debt financings totaling over
      $17
      million and was responsible for investor relations. Prior to joining Global
      Axcess Corp Mr. Fann was the Chief Executive Officer and Chairman of the Board
      of TeraGlobal, Inc., a publicly traded company, from September 1998 through
      September 2000. He was president of TechnoVision Communications, Inc., a
      subsidiary of TeraGlobal, from November of 1995 to September 2000. He co-founded
      Totally Automated Systems Communications, a Unix-based communications company,
      and acted as Vice President of that company.




Victoria
      Vaksman - Executive Vice President and Director




From
      September 2005 Mrs. Vaksman had been Managing Director of Omtool Europe, a
      UK
      based subsidiary of Omtool Ltd (NASDAQ: OMTL). Omtool is a provider of
      document-routing solutions and services that enable organizations to manage
      the
      capture, process, and delivery of mixed-mode documents. In May 2000 Mrs. Vaksman
      was Business Development Director and then Chief Executive Officer of Tilos,
      an
      independent Software Development Company which specialized in provision of
      BPM,
      Document Management and Business Intelligence Solutions for the financial
      sector. In January 1996, she founded and was Managing Director for Shared
      Objectives, a consulting and systems integration company. In February 1997,
      she
      joined the Board of BSW DATA, a privately owned software development company
      and
      a shareholder in Shared Objectives and was responsible for the expansion of
      both
      companies into the financial sector. BSW DATA and Shared Objectives were sold
      in
      December 1999 to DiData, an IT group trading on the London Stock exchange.
      From
      1994 until 1996 Mrs. Vaksman worked as a Principal Consultant at Denel
      Informatics, and developed a commercial division focusing on provision of IT
      based business solutions for the Financial Sector. Mrs. Vaksman has a versatile
      international experience set and worked with multicultural teams in Europe,
      South Africa and Middle East. Mrs. Vaksman has an MS in Economics from the
      State
      Polytechnic University of St. Petersburg.




-31-




Pierre
      Besuchet - Director




Mr.
      Besuchet is a director of Faisal Private Bank (Switzerland) SA. Previously
      he
      held senior management positions with various banks including UBS, Credit Suisse
      and Banque National de Paris2004-present.




Michele
      D. Mauro - Director




Mr.
      Mauro
      was the Managing Director for Yes Money SpA., Director Trans Ferry SpA, Managing
      Director for Yes Benelux BV, Managing Director for Yes Deutschland GmbH and
      Yes
      Prague Sro. During the years from 2002 to 2004 he was the Managing Director
      for
      PricewaterhouseCoopers in Milan, Private Equity Transactions and
      PricewaterhouseCoopers in London, Italian Private Equity Desk. From 1996 to
      2000
      he was the Director of PricewaterhouseCoopers in Milan, Transaction Services.
      In
      1993 Mr. Besuchet earned the Finance and Economics degree from the Università
Cattolica in Milan. Mr. Mauro also has earned his EMBA from Columbia University,
      New York.




Paul
      Cox
      - Director




Mr.
      Cox
      brings to our company a diverse and successful background as an entrepreneur
      with experience in startup; rapid growth; corporate and public company
      leadership and management; transaction structuring; business, technology and
      product development; and specific experience in the financial transaction
      services industry. Mr. Cox is currently a director and officer of New Power
      Systems Corp., a company involved in the renewable energy sector which Mr.
      Cox
      founded in August 2005. From October 2003 to June 2005, Mr. Cox was founder
      and
      Chief Executive Officer to EP&T Corp., a Florida based company marketing
      debit cards and related services to financial services companies. In late 2001
      he was cofounder of RadioWeb Communications Inc and was their President and
      member of the board of directors until April 2003. Prior to that, he was a
      member of the board of directors, President and cofounder of NASDAQ OTC then
      National traded TeraGlobal Communications Corp from 1998 to June 2001. In 1989,
      Mr. Cox obtained a Bachelors Degree in International Relations and Economics
      from the University of British Columbia.




**Code
      of Ethics**




The
      Company has adopted a Code of Ethics and Business Conduct that applies to all
      officers, directors and employees of the Company.




**ITEM
      10. EXECUTIVE COMPENSATION**




The
      following summarizes compensation paid by us with respect to the fiscal year
      ended August 31, 2007 for the Chief Executive Officer and all other executive
      officers whose total cash compensation exceeded $100,000 in the fiscal year
      ended August 31, 2007.




*Summary
      Compensation*




No
      executive officer of our company or our subsidiary received a compensation
      during the period for salary and bonus that exceeded $100,000 from the inception
      date of our company to our fiscal year ended August 31, 2007.




*Stock
      Options and Stock Appreciation Rights*




During
      the fiscal year ending August 31, 2007, we granted 550,000 performance based
      stock options to Joe Tumbarell, which are to vest over certain performance
      measures. We did not grant any stock options or stock appreciation rights to
      any
      other of our directors or officers.




-32-




*Compensation
      of Directors*




We
      reimburse our directors for expenses incurred in connection with attending
      board
      meetings. We did not pay any other director's fees or other cash compensation
      for services rendered as a director for the period from January 24, 2006, the
      date of inception, to August 31, 2007.




We
      have no formal plan for compensating our directors for their service in their
      capacity as directors, although such directors are expected in the future to
      receive stock options to purchase common shares as awarded by our board of
      directors or (as to future stock options) a compensation committee which may
      be
      established. Directors are entitled to reimbursement for reasonable travel
      and
      other out-of-pocket expenses incurred in connection with attendance at meetings
      of our board of directors. Our board of directors may award special remuneration
      to any director undertaking any special services on our behalf other than
      services ordinarily required of a director. No director received and/or accrued
      any compensation for their services as a director, including committee
      participation and/or special assignments.




*Employment
      Contracts and Termination of Employment and Change in Control
      Arrangements*




We
      have the following employment contracts with the named executive
      officers:





Joseph
      Tumbarello - Received an employment contract effective June 1, 2007 for the
      position of Chief Operating Officer. In the agreement there is an initial salary
      level of $170,000 annually, a bonus of 100,000 shares of the Company’s common
      stock, vesting over two years and 550,000 stock options vesting on a performance
      schedule yet to be determined..





Victoria
      Vaksman -- Received an employment contract effective March 31, 2007 for the
      position of EVP and Director. In the agreement there is an initial salary level
      of BP’s 93,000 annually, for not less than three years, a bonus of 380,000
      shares of the Company’s common stock and other performance bonuses to be
      determined.




There
      are
      no arrangements or plans in which we provide pension, retirement or similar
      benefits for directors or executive officers. Our directors and executive
      officers may receive stock options at the discretion of our board of directors
      in the future. We do not have any material bonus or profit sharing plans
      pursuant to which cash or non-cash compensation is or may be paid to our
      directors or executive officers, except that stock options may be granted at
      the
      discretion of our board of directors.




*Pension,
      Retirement or Similar Benefit Plans*




There
      are no arrangements or plans in which we provide pension, retirement or similar
      benefits for directors or executive officers. We have no material bonus or
      profit sharing plans pursuant to which cash or non-cash compensation is or
      may
      be paid to our directors or executive officers, except that stock options may
      be
      granted at the discretion of the board of directors or a committee
      thereof.




**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT.**




The
      following table sets forth certain information regarding beneficial ownership
      of
      our common stock as of November 25, 2007:





·  by
      each
      person who is known by us to beneficially own more than 5% of our common stock;




·  by
      each
      of our officers and directors; and




·  by
      all of
      our officers and directors as a group.




-33-




**Name**
              
              **Number**
              
              **Percent
                  (1)**Mike
                  Dodak
              
              
              634,000
              
              
              9.43
              %David
                  Fann
              
              
              634,000
              
              
              9.43
              %Don
                  Headlund
              
              
              434,000
              
              
              6.46
              %Paul
                  Cox
              
              
              634,000
              
              
              9.43
              %Joseph
                  Tumbarello
              
              
              100,000
              
              
              1.49
              %Victoria
                  Vaksman
              
              
              600,000
              
              
              8.93
              %Pierre
                  Besuchet
              
              
              600,000
              
              
              8.93
              %


(1)
                  office address located at 818 A1A North, Suite 201, Pote Vedra
                  Beach, FL
                  32082
  All
                  executive officers and directors as a group (10 persons)
              
              
              3,636,000
              
              
              54.09
              %Other
                  5% owners:Harold
                  Gear (2)
              
              
              350,000
              
              
              5.21
              %Trans
                  Ferry (3)
              
              
              500,000
              
              
              7.44
              %(2)
                  2558 Admirals Walk Dr., S., Orange Park, FL 32073(3)
                  Via Bressani, 4/C 29017, Florenzuola D'Arda, Italy
              
              
              850,000
              
              
              12.64
              %




The
      securities “beneficially owned" by a person are determined in accordance with
      the definition of “beneficial ownership” set forth in the rules and regulations
      promulgated under the Securities Exchange Act of 1934. Beneficially owned
      securities may include securities owned by and for, among others, the spouse
      and/or minor children of an individual and any other relative who has the same
      home as such individual. Beneficially owned securities may also include other
      securities as to which the individual has or shares voting or investment power
      or which such person has the right to acquire within 60 days of November 25,
      2007 pursuant to the conversion of convertible equity, exercise of options,
      or
      otherwise. Beneficial ownership may be disclaimed as to certain of the
      securities.





(1)
            Based
                on 6,722,495 shares of common stock outstanding as of November 25,
                2007.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Exchange Act requires the Company's executive officers and
      directors and persons who own more than 10% of a registered class of the
      Company's equity securities to file reports of their ownership thereof and
      changes in that ownership with the Securities and Exchange Commission ("SEC")
      and the National Association of Securities Dealers, Inc. Executive officers,
      directors and greater than 10% stockholders are required by SEC regulations
      to
      furnish the Company with copies of all such reports they file.




Based
      solely upon a review of Forms 3, 4 and 5, and amendments thereto, furnished
      to
      the Company during fiscal year 2007, the Company is not aware of any director,
      officer or beneficial owner of more than ten percent of the Company's Common
      Stock that, during fiscal year 2007, failed to file on a timely basis reports
      required by Section 16(a) of the Securities Exchange Act of 1934.




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.**




Other
      than as listed below, since inception on January 24, 2006, we have not been
      a
      party to any transaction, proposed transaction, or series of transactions
      involving amounts in excess of $60,000, in which, to our knowledge, any of
      our
      directors, officers, any nominee for election as a director, five percent
      beneficial security holder, or any member of the immediate family of the
      foregoing persons has had or will have a direct or indirect material
      interest.




-34-




On
      November 10, 2006, we entered into an agreement to guarantee a loan made by
      our
      vice president David Fann, Mike Dodak and Paul Cox to Transaction Data
      Management Inc., a company in which we hold a 50% interest.  We agreed to
      guarantee each loan of $18,700 with 25,000 shares of our common stock. The
      form
      of the loan agreement is attached as an exhibit to this annual report. The
      loans
      were all paid and the agreements are now completed with no outstanding
      obligations




**ITEM
      13. EXHIBITS**




(a)
      INDEX
      TO EXHIBITS


Exhibit
                Number
              
              Exhibit
                Description Herewith3.1
              
              Articles
                  of Incorporation - Restated and Amended August 15, 2007 (Incorporated
                  by
                  reference to form 8-K filed with the SEC on August 16,
                  2007)3.2
              
              ByLaws
                  of FundsTech Corp. - As Amended (Incorporated by reference to form
                  SB-2
                  filed with the SEC on November 8, 2006)20.1
              
              Loan
                  Guarantee Agreement with Transaction Data Management Inc., dated
                  as of
                  November 10, 2006 (Incorporated by reference to SB-2/A filed with
                  the SEC
                  on January 12, 2007)31.1
              
              Certification
                  of the Chief Executive Officer of FundsTech Corp. pursuant to Section
                  302
                  of the Sarbanes-Oxley Act of 2002.31.2
              
              Certification
                  of the Chief Financial Officer of FundsTech Corp. pursuant to Section
                  302
                  of the Sarbanes-Oxley Act of 2002.32.1
              
              Certification
                  of the Chief Executive Officer of FundsTech Corp. Pursuant to 18
                  U.S.C.
                  Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act
                  of 2002.32.2
              
              Certification
                  of the Chief Financial Officer of FundsTech Corp, Pursuant to 18
                  U.S.C.
                  Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act
                  of 2002.






**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT’S FEES AND SERVICES**





Audit
      Fees. The
      aggregate fees billed by L.L. Bradford, LLC for professional services rendered
      for the audit of the Company's annual financial statements for the years ended
      August 31, 2007 and 2006 and for the reviews of the financial statements
      included in the Company's Quarterly Reports on Form 10-QSB during the fiscal
      year 2007 were $25,420. Total unbilled fees by L.L. Bradford, LLC, for
      professional services rendered for the audit of the Company's annual financial
      statements for the years ended August 31, 2007 and 2006 were none.





Audit
      Related Fees. The
      Company did not engage L.L. Bradford, LLC to provide professional services
      to
      the Company regarding audit related fees during the fiscal years ended August
      31, 2007 and 2006.





Tax
      Related Fees. During
      the fiscal years ended August 31, 2007 and 2006, there were no fees billed
      by
      L.L. Bradford, LLC for tax related services.





All
      Other Fees. There
      were no fees billed by L.L. Bradford, LLC for services rendered to the Company
      during the fiscal years ended August 31, 2007 and 2006 other than the services
      described under "Audit Fees" and “Audit Related Fees” above.




The
      Board
      of Directors has considered whether the provision of non-audit services is
      compatible with maintaining the principal accountant's
      independence.




-35-




SIGNATURES





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Issuer has
      duly
      caused this report to be signed on its behalf by the undersigned, thereunto
      duly
      authorized.


FUNDSTECH
                CORP.By:
            /s/
              MICHAEL DODAKMichael
                DodakChief
                Executive Officer





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Issuer and in the
      capacities indicated on the 25th day of November, 2007.


Signature
              
              Title/s/Michael
                  DodakMichael
                  Dodak
              
              CEO,
                  Chairman/s/David
                  FannDavid
                  Fann
              
              President,
                  Secretary and Director/S/
                  Don HeadlundDon
                  Headlund
              
              Chief
                  Financial Officer and Chief Accounting Officer/S/
                  Victoria VaksmanVictoria
                  Vaksman
              
              EVP,
                  Director//S/
                  Paul CoxPaul
                  Cox
              
              Director/S/Michelle
                  D. MauroMichelle
                  D. Mauro
              
              Director/S/Pierre
                  BesuchetPierre
                  Besuchet
              
              Director




-36-




**FINANCIAL
      STATEMENTS**




Our
      financial statements are stated in United States dollars and are prepared in
      conformity with generally accepted accounting principles of the United
      States.




The
      following financial statements pertaining to our company are filed as part
      of
      this registration statement:




Audited
      financial statements for the period from January 24, 2006, the date of
      inception, to August 31, 2007:




Report
                of Independent Registered Accounting Firm
            F-1Balance
                Sheet
            F-2Statement
                of Operations
            F-3Statement
                of Stockholders' Equity
            F-4Statement
                of Cash Flows
            F-5Notes
                to the Financial Statements
            F-6




F-1




REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To
      the
      Board of Directors and Stockholders


FundsTech
      Corp


(A
      Development Stage Company)


Ponte
      Vedra, Beach, Florida




We
      have
      audited the accompanying balance sheet of FundsTech Corp (A Development Stage
      Company) as of August 31, 2007, and the related statements of operations,
      stockholders' equity, and cash flows for the period from January 24, 2006
      (inception) through August 31, 2006 and for the period from January 24, 2006
      (inception) through August 31, 2007. These financial statements are the
      responsibility of the Company's management. Our responsibility is to express
      an
      opinion on these financial statements based on our audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      the
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company's internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audit provides
      a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of FundsTech Corp as of August 31,
      2007, and the results of its operations and cash flows for the period from
      January 24, 2006 (inception) through August 31, 2006 and for the period from
      January 24, 2006 (inception) through August 31, 2007, in conformity with
      accounting principles generally accepted in the United States of
      America.




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 2 to the financial
      statements, the Company has suffered losses from operations and current
      liabilities exceed current assets, all of which raise substantial doubt about
      its ability to continue as a going concern. Management's plans in regards to
      these matters are also described in Note 2. The financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.




L.L.
      Bradford & Company, LLC


November
      25, 2007


Las
      Vegas, Nevada




-37-




FUNDSTECH
      CORP.


(a
      Development Stage Enterprise)





BALANCE
      SHEET





August
      31, 2007


ASSETSCurrent
                  AssetsCash
              
              $
              34,238Prepaid
                  expenses and other current assets
              
              
              14,135Total
                  current assets
              
              
              48,373Fixed
                  assets
              
              
              9,045Total
                  assets
              
              $
              59,418LIABILITIES
                  AND STOCKHOLDER’S EQUITYCurrent
                  LiabilitiesAccrued
                  payables
              
              $
              69,339Total
                  current liabilities
              
              
              69,339Commitments
                  and contingencies
              
              
              -Stockholders’
                  equityPreferred
                  stock; $0.001 par value: 5,000,000 sharesauthorized;
                  no shares issued and outstanding
              
              
              -Common
                  stock $0.001 par value: 35,000,000 sharesauthorized;
                  5,321,110 shares issued and outstanding
              
              
              5,321Stock
                  payable
              
              
              149,900Additional
                  paid-in capital
              
              
              2,630,991Accumulated
                  deficit
              
              
              (2,798,133
              )Total
                  stockholder’s equity
              
              
              (11,921
              )Total
                  liabilities and stockholders’ equity
              
              $
              59,418




The
      accompanying notes are an integral part of these financial
      statements.




F-2





FUNDSTECH
      CORP.


(a
      Development Stage Enterprise)





STATEMENT
      OF OPERATIONS


For
                  the Year Ending
              
              from
                  January 24, 2006 (inception) to
              
              from
                  January 24, 2006 (inception) toAugust
                  31, 2007
              
              August
                  31, 2006
              
              August
                  31, 2007Service
                  revenues
              
              $
              33,030
              
              $
              25,000
              
              
              58,030Cost
                  of services sold
              
              
              50,324
              
              
              2,000
              
              
              52,324Gross
                  profit(loss)
              
              
              (17,294
              )
              
              23,000
              
              
              5,606Operating
                  Expenses:Bad
                  debt expense
              
              
              17,000
              
              
              -
              
              
              17,000General
                  and administrative
              
              
              2,722,971
              
              
              63,868
              
              
              2,786,839Total
                  operating expense
              
              
              2,739,971
              
              
              63,868
              
              
              2,803,839Loss
                  before provision for income tax
              
              
              (2,757,265
              )
              
              (40,868
              )
              
              (2,798,133
              )Provision
                  for income tax
              
              
              -
              
              
              -
              
              
              -Net
                  loss
              
              
              ($2,757,265
              )
              
              ($40,868
              )
              
              ($2,798,133
              )Basic
                  and fully diluted loss per share
              
              
              ($0.05
              )
              
              ($
                  0.01
              )
              
              ($0.77
              )Basic
                  and fully diluted weighted average common sharesOutstanding
              
              
              4,316,930
              
              
              2,838,348
              
              
              3,641,309


The
      accompanying notes are an integral part of these financial
      statements.




F-3





FUNDSTECH
      CORP.


(a
      Development Stage Enterprise)





STATEMENT
      OF STOCKHOLDERS’ EQUITY


Common
                    StockShares
                
                Amount
                
                Additional
                  Paid-in
                  Capital
                
                Common
                        Stock
                        Payable
                
                Accumulated
                  Deficit
                
                Total
                      Stockholders'
                      EquityBalances,
                    January 24, 2006 (Inception)
                
                
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Issuance
                    of stock for services
                
                
                2,536,000
                
                
                2,536
                
                
                26,354
                
                
                -
                
                
                -
                
                
                28,890Issuance
                    of common stock for cash:At
                    $0.33 per share
                
                
                363,636
                
                
                364
                
                
                11,636
                
                
                -
                
                
                -
                
                
                12,000At
                    $0.30 per share
                
                
                466,666
                
                
                467
                
                
                139,533
                
                
                -
                
                
                -
                
                
                140,000At
                    $0.40 per share
                
                
                112,500
                
                
                112
                
                
                44,888
                
                
                -
                
                
                -
                
                
                45,000Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (40,868
                )
                
                (40,868
                )Balances,
                    August 31, 2006
                
                
                3,478,802
                
                
                3,479
                
                
                222,411
                
                
                -
                
                
                (40,868
                )
                
                185,022Issuance
                    of stock payable for cash:At
                    $1.00 per share
                
                
                -
                
                
                -
                
                
                -
                
                
                250,000
                
                
                -
                
                
                250,000Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (161,250
                )
                
                (161,250
                )Balances,
                    November 30, 2006
                
                
                3,478,802
                
                
                3,479
                
                
                222,411
                
                
                250,000
                
                
                (202,118
                )
                
                273,772Issuance
                    of common stock for cash and stock payable:At
                    $1.00 per share
                
                
                630,000
                
                
                630
                
                
                629,370
                
                
                (250,000
                )
                
                -
                
                
                380,000Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (197,580
                )
                
                (197,580
                )Balances,
                    February 28, 2007
                
                
                4,108,802
                
                
                4,108.6
                
                
                851,781.0
                
                
                -
                
                
                (399,698.0
                )
                
                456,191.6Issuance
                    of stock for services
                
                
                820,308
                
                
                820
                
                
                1,265,042
                
                
                -
                
                
                -
                
                
                1,265,862Issuance
                    of common stock for cash:At
                    $1.00 per share
                
                
                200,000
                
                
                200
                
                
                199,800
                
                
                -
                
                
                -
                
                
                200,000Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (1,425,325
                )
                
                (1,425,325
                )Balances,
                    May 31, 2007
                
                
                5,129,110
                
                
                5,129
                
                
                2,316,623
                
                
                -
                
                
                (1,825,023
                )
                
                496,729Issuance
                    of stock for services
                
                
                192,000
                
                
                192
                
                
                314,368
                
                
                -
                
                
                -
                
                
                314,560Issuance
                    of stock payable for cash:At
                    $1.00 per share
                
                
                -
                
                
                -
                
                
                -
                
                
                149,900
                
                
                -
                
                
                149,900Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (973,110
                )
                
                (973,110
                )Balances,
                    August 31, 2007
                
                
                5,321,110
                
                $
                5,321
                
                $
                2,630,991
                
                $
                149,900
                
                $
                (2,798,133
                )
                $
                (11,921
                )





The
      accompanying notes are an integral part of these financial
      statements.




F-4




FUNDSTECH
      CORP.


(a
      Development Stage Enterprise)





STATEMENT
      OF CASH FLOWS


2006
              
              For
                      the year
                    ended
                    August
                      31, 2007
              
              For
                          Period from
                        January
                          24, 2006
                        (inception)
                          to
                        August
                          31, 2006
              
              For
                          Period from
                        January
                          24,
                        (inception)
                          to
                        August
                          31, 2007Cash
                  flows from operating activities:Net
                  loss for the period
              
              
              ($2,757,265
              )
              $
              (40,868
              )
              
              ($2,798,133
              )Adjustments
                  to reconcile net income to net cash used by operating
                  activities:Bad
                  debt
              
              
              17,000
              
              
              —
              
              
              17,000Non-cash
                  stock compensation
              
              
              1,580,422
              
              
              28,890
              
              
              1,609,312Depreciation
              
              
              1,309
              
              
              —
              
              
              1,309Write
                  off of investment
              
              
              376,000
              
              
              —
              
              
              376,000Change
                  in operating assets and liabilities:Change
                  in prepaid expenses and other assets
              
              
              (14,135
              )
              
              —
              
              
              (14,135
              )Change
                  in accrued liabilities
              
              
              68,501
              
              
              838
              
              
              69,339Change
                  in accounts receivable
              
              
              (7,000
              )
              
              (10,000
              )
              
              (17,000
              )Net
                  cash used by operating activities
              
              
              (735,167
              )
              
              (21,140
              )
              
              (756,307
              )Cash
                  flow from investing activities:Investment
                  in TransactionData
                  Management, Inc.
              
              
              (375,000
              )
              
              —
              
              
              (375,000
              )Loan
                  to Transaction Data Management, Inc.
              
              
              (1,000
              )
              
              —
              
              
              (1,000
              )Purchase
                  of fixed assets
              
              
              (10,354
              )
              
              —
              
              
              (10,354
              )Net
                  cash used by investing activities
              
              
              (386,354
              )
              
              —
              
              
              (386,354
              )Cash
                  flow from financing activities:Proceeds
                  from issuance of common stockand
                  stock payable
              
              
              979,900
              
              
              197,000
              
              
              1,176,900Net
                  cash provided by financing activities
              
              
              979,900
              
              
              197,000
              
              
              1,176,900Increase
                  (decrease) in cash
              
              
              (141,622
              )
              
              175,860
              
              
              34,238Cash,
                  beginning of period
              
              
              175,860
              
              
              0
              
              
              0Cash,
                  end of period
              
              $
              34,238
              
              $
              175,860
              
              $
              34,238Cash
                  paid for interest
              
              $
              0
              
              $
              0
              
              $
              0Cash
                  paid for taxes
              
              $
              0
              
              $
              0
              
              $
              0




The
      accompanying notes are an integral part of these financial
      statements.


F-5







FUNDSTECH
      CORP.


(a
      Development Stage Enterprise)





NOTES
      TO
      FINANCIAL STATEMENTS





NOTE
      1 -
      FORMATION, BACKGROUND AND OPERATIONS OF THE COMPANY





Funds
      Tech Corp. (the "Company"), which is considered to be a development stage
      enterprise as defined in Financial Accounting Standards Board Statement No.
      7.,
      was incorporated under the laws of the state of Delaware on January 24, 2006.
      The Company’s year end is August 31 st .





We
      are
      headquartered in Ponte Vedra Beach, Florida.





Our
      primary products are The FundsTech ATM and Debit Cards and the FundsTech Stored
      Value MasterCard cards which are re-loadable financial products primarily for
      the sub-prime credit market. We have begun providing these cards through
      distributors to consumers in the sub-prime credit market sector since the
      Company’s fourth quarter of 2006. The sub-prime market is generally made up of
      consumers that do not have checking accounts and/or the ability to obtain debit
      or credit cards. We are also in the process of providing these products to
      third
      party companies for co-branding with their company name and logo, and have
      been
      marketing these products under a three year Marketing Agreement with Global
      Cash
      Card.




Revenue
      Recognition and Deferred Revenue





We
      currently generate the following types of revenues:





Consulting
      fees, which arise from providing advisory services under a one year Consulting
      Agreement with Global Cash Card.





We
      will
      generate the following types of revenue as new business is
      developed:





·
            Initiation
                fees, which arise from sales of our stored value and debit
                cards.





·
            Transaction
                fees, which arise from the use and loading of cash for ATM, debit
                or
                stored value cards.





·
            Maintenance
                fees, which arise from charges for keeping the cards
                active.





·
            Financial
                float fees, which arise from cash obtained with the instant load
                of cash
                and convenience of stored value, ATM and debit cards before the funds
                are
                used.




In
      general, our revenue recognition policy for fees and services arising from
      our
      products is consistent with the criteria set forth in Staff Accounting Bulletin
      104 - Revenue Recognition in Financial Statements ("SAB 104") for determining
      when revenue is realized or realizable and earned. In accordance with the
      requirements of SAB 104, we recognize revenue when, (1) persuasive evidence
      of
      an arrangement exists; (2) delivery has occurred; (3) our price to the buyer
      is
      fixed or determinable; and (4) collectibility of the receivables is reasonably
      assured. More specifically, initiation fee revenue for our stored value cards
      are recognized when shipped, transaction fee revenue is recognized when the
      transaction is recorded, maintenance and financial float fees revenue are
      recognized when the products are used. Consulting fees are recognized as work
      is
      performed and per contractual terms with the customer. Costs of revenue,
      including the cost of printing the prepaid cards, are recorded at the time
      revenue is recognized.





Accounts
      Receivable and Allowance for Doubtful Accounts





Our
      credit terms for stored value cards is net 10 days from the date of shipment.
      Accounts receivable are determined to be past due if payment is not made in
      accordance with the terms of our contracts and receivables are written off
      when
      they are determined to be uncollectible. We perform ongoing credit evaluations
      of all of our customers and generally do not require collateral.




F-6





We
      evaluate the allowance for doubtful accounts on a regular basis for adequacy.
      The level of the allowance account, and related bad debts are based upon our
      review of the collectibility of our receivables in light of historical
      experience, adverse situations that may affect our customers' ability to repay,
      estimated value of any underlying collateral and prevailing economic conditions.
      This evaluation is inherently subjective as it requires estimates that are
      susceptible to significant revision as more information becomes
      available.





Cash
      and Cash Equivalents





For
      purposes of the statement of cash flows, we consider all highly liquid
      investments with an original maturity of three months or less to be cash
      equivalents.





Inventories





There
      are
      no inventories items as of this date.





Inventories,
      which are stated at the lower of cost or market as determined using the first
      in
      first out method, consist primarily of reloadable stored value ATM
      cards.





Use
      of
      Estimates





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires us to make certain
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements. The reported amounts of revenues and expenses during
      the reporting period may be affected by the estimates and assumptions we are
      required to make. Estimates that are critical to the accompanying d financial
      statements arise from our belief that we will secure an adequate amount of
      cash
      to continue as a going concern, that our allowance for doubtful accounts is
      adequate to cover potential losses in our receivable portfolio, that all
      long-lived assets are recoverable. In addition, the determination and valuation
      of derivative financial instruments is a significant estimate. The markets
      for
      our products are characterized by intense competition, rapid technological
      development, evolving standards, short product life cycles and price
      competition, all of which could impact the future realization of our assets.
      Estimates and assumptions are reviewed periodically and the effects of revisions
      are reflected in the period that they are determined to be necessary. It is
      at
      least reasonably possible that our estimates could change in the near term
      with
      respect to these matters.





Financial
      Instruments





We
      believe the book value of our cash and cash equivalents, receivables and
      accounts payable and accrued and other liabilities approximates their fair
      values due to their short-term nature.





Property
      and Equipment





As
      of
      this date there is no property or equipment. When acquired property and
      equipment will be stated at cost. Major additions will be capitalized, while
      minor additions and maintenance and repairs, which do not extend the useful
      life
      of an asset, will be expensed as incurred. Depreciation and amortization will
      be
      provided using the straight-line method over the assets' estimated useful lives,
      which will range from three to ten years.





Concentration
      of Credit Risk





Financial
      instruments, which potentially subject us to significant concentrations of
      credit risk, consist primarily of accounts receivable, and cash and cash
      equivalents.





Long-Lived
      Assets and Impairment





Statement
      of Financial Accounting Standards (SFAS) 144, "Accounting for the Impairment
      or
      Disposal of Long-Lived Assets" requires that long-lived assets, including
      certain identifiable intangibles, be reviewed for impairment whenever events
      or
      changes in circumstances indicate that the carrying value of the assets in
      question may not be recoverable. During the year ended August 31, 2007, we
      had
      no Long Lived Assets.




F-7





Net
      Earnings or (Loss) Per Share





We
      compute net earnings or loss per share in accordance with SFAS No. 128 "Earnings
      per Share" ("SFAS No. 128") and SEC Staff Accounting Bulletin No. 98 ("SAB
      98").
      Under the provisions of SFAS No. 128 and SAB 98, basic net earnings or loss
      per
      share is computed by dividing the net earnings or loss available to common
      stockholders for the period by the weighted average number of common shares
      outstanding during the period. Diluted net earnings or loss per share is
      computed by dividing the net earnings or loss for the period by the number
      of
      common and common equivalent shares outstanding during the period (we currently
      have no common stock equivalent shares which arise from the issuance of options
      and warrants).





Stock
      - Based Compensation





We
      account for equity instruments issued to employees for services based on the
      intrinsic value of the equity instruments issued and account for equity
      instruments issued to those other than employees based on the fair value of
      the
      consideration received or the fair value of the equity instruments, whichever
      is
      more reliably measurable.





On
      December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards No. 123R, “Share-Based Payment”
(“SFAS 123R”), which is a revision of SFAS No. 123 “Accounting for Compensation”
      (“SFAS 123”). SFAS 123R supersedes APB Opinion No 25, “ Accounting
      for Stock Issued to Employees,” and amends SFAS No. 95, “Statements of Cash
      Flows.” Generally, the approach in SFAS 123R is similar to the approach
      described in SFAS 123. SFAS 123R requires all share-based payments to employees
      to be recognized in the income statement based on their grant date fair values
      over the corresponding service period and also requires an estimation of
      forfeitures when calculating compensation expense. The company has adopted
      SFAS
      123R. following the modified prospective method. As of August 31, 2007 we have
      granted stock options, however they have not yet vested.




Income
      Taxes





We
      compute income taxes in accordance with Financial Accounting Standards Statement
      No. 109 "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109, deferred
      taxes are recognized for the tax consequences of temporary differences by
      applying enacted statutory rates applicable to future years to differences
      between the financial statement carrying amounts and the tax basis of existing
      assets and liabilities. Also, the effect on deferred taxes of a change in tax
      rates is recognized in income in the period that included the enactment date.
      Significant temporary differences arise from accounts payable and accrued
      liabilities that are not deductible for tax reporting until they are paid,
      and
      accounts receivable, less deferred revenues, that are not recognized as revenue
      for tax and reporting purposes until we receive payment.




For
      the
      period January 24, 2006 (inception) to August 31, 2006, the Company incurred
      net
      operating losses in an amount exceeding the net income. However, no benefit
      for
      income taxes has been recorded due to the uncertainty of the realization of
      this
      deferred tax asset. At August 31, 2007, the Company had approximately $2,803,000
      of federal and state net operating losses allocated to continuing operations
      available. The net operating loss carry forward, if not utilized, will begin
      to
      expire in 2024. The components of the Company’s deferred tax asset are as
      follows:





For
      financial reporting purposes based upon continuing operations, the Company
      has
      incurred a loss in each period since its inception. Based on the available
      objective evidence, including the Company’s history of losses, management
      believes it is more likely than not that the net deferred tax assets at August
      31, 2007 will not be fully realizable.





Recent
      Pronouncements




In
      February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid
      Financial Instruments-an amendment of FASB Statements No. 133 and 140 , to
      simplify and make more consistent the accounting for certain financial
      instruments. SFAS No. 155 amends SFAS No. 133, Accounting for Derivative
      Instruments and Hedging Activities , to permit fair value measurement for any
      hybrid financial instrument with an embedded derivative that otherwise would
      require bifurcation, provided that the whole instrument is accounted for on
      a
      fair value basis. SFAS No. 155 amends SFAS No. 140, Accounting for the
      Impairment or Disposal of Long-Lived Assets , to allow a qualifying
      special-purpose entity to hold a derivative financial instrument that pertains
      to a beneficial interest other than another derivative financial instrument.
      SFAS No. 155 applies to all financial instruments acquired or issued after
      the
      beginning of an entity's first fiscal year that begins after September 15,
      2006,
      with earlier application allowed. This standard is not expected to have
      a material effect on the Company's future reported financial position or
      results of operations.




F-8




In
      June
      2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
      Income Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48
      clarifies the accounting for uncertainty in tax positions and requires that
      a
      Company recognize in its financial statements the impact of a tax position,
      if
      that position is more likely than not of being sustained on audit, based on
      the
      technical merits of the position. The provisions of FIN 48 are effective for
      fiscal years beginning after December 15, 2006. The adoption of FIN 48 is not
      expected to have a material effect on the Company's future reported
      financial position or results of operations.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS
      No. 157 provides guidance on the definition of fair value, methods to measure
      fair value, and expanded disclosures of fair value. SFAS No. 157 is effective
      as
      of the first interim or annual reporting period that begins after November
      15,
      2007. Accordingly, the Company will adopt SFAS No. 157 in its quarter ending
      November 30, 2007. The Company is currently evaluating the provisions of SFAS
      No. 157 and has not yet determined the impact, if any, that SFAS No. 157 will
      have on its financial statement presentation or disclosures.





In
      February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for
      Financial Assets and Financial Liabilities” which allows companies the option to
      measure certain financial instruments and other items at fair value. The
      provisions of SFAS No. 159 are effective as of the beginning of fiscal
      years beginning after November 15, 2007. We are currently evaluating the
      impact, if any, this statement will have on our financial statements.




NOTE
      2 -
      GOING CONCERN





Our
      financial statements are prepared using accounting principles generally accepted
      in the United States of America applicable to a going concern, which contemplate
      the realization of assets and liquidation of liabilities in the normal course
      of
      business. We have incurred minimal profits from operations since our inception,
      and at the present time, we anticipate that we may exhaust our current cash
      resources. In addition, we expect to have ongoing requirements for capital
      investment to implement our business plan. As such, our ability to continue
      as a
      going concern is contingent upon us being able to secure an adequate amount
      of
      debt or equity capital to enable us to meet our operating cash requirements
      and
      successfully implement our business plan. In addition, our ability to continue
      as a going concern must be considered in light of the problems, expenses and
      complications frequently encountered by entrance into established markets and
      the competitive environment in which we operate.





Since
      inception, our operations have primarily been funded through private equity
      financing, and we expect to continue to seek additional funding through private
      or public equity and debt financing. Finally, we expect that operating revenues
      from the sales of our products and other related revenues will
      increase.





However,
      there can be no assurance that our plans discussed above will materialize and/or
      that we will be successful in funding our estimated cash shortfalls through
      additional debt or equity capital and/or any cash generated by our operations.
      These factors, among others, indicate that we may be unable to continue as
      a
      going concern for a reasonable period of time.





Our
      financial statements do not include any adjustments relating to the
      recoverability and classification of recorded asset amounts or the amounts
      and
      classification of liabilities that might be necessary should we be unable to
      continue as a going concern.




NOTE
      3 -
      PRIVATE PLACEMENTS OF COMMON STOCK




During
      the fiscal year ending August 31, 2007 we sold 979,900 shares of common stock
      through private placements, which raised approximately $979,900, of which there
      are still 149,900 common shares to be issued and is stock payable in the amount
      of $149,900.




F-9




On
      October 24, 2006, we issued an aggregate of 250,000 units of our common stock
      to
      one subscriber at an offering price of $1.00 per unit for gross offering
      proceeds of $250,000. We issued the units to the subscriber as accredited
      investors (as that term is defined in Regulation D under the Securities Act
      of
      1933) relying on Rule 506 of Regulation D and/or Section 4(2) or 4(6) of the
      Securities Act of 1933. The units were comprised of one share of the common
      stock of our company and one half of one common share purchase warrant. Each
      share purchase warrant may be exercised at any time within 24 months of the
      sale
      of the units at an exercise price of $1.25 per share.




In
      December 2006, we issued an aggregate of 380,000 units of our common stock
      to
      seven subscribers at an offering price of $1.00 per unit for gross offering
      proceeds of $380,000 in offshore transactions relying on Rule 903 of Regulation
      S of the *Securities
      Act of 1933* .
      The
      units were comprised of one share of the common stock of our company and one
      half of one common share purchase warrant. Each share purchase warrant may
      be
      exercised at any time within 24 months of the sale of the units at an exercise
      price of $1.25 per share.




In
      May
      2007, we issued an aggregate of 200,000 units of our common stock to seven
      subscribers at an offering price of $1.00 per unit for gross offering proceeds
      of $200,000 in offshore transactions relying on Rule 903 of Regulation S of
      the *Securities
      Act of 1933* .
      The
      units were comprised of one share of the common stock of our company and one
      half of one common share purchase warrant. Each share purchase warrant may
      be
      exercised at any time within 24 months of the sale of the units at an exercise
      price of $1.25 per share.




In
      August
      2007, we sold an aggregate of 149,900 units of our common stock to seven
      subscribers at an offering price of $1.00 per unit for gross offering proceeds
      of $149,900 in offshore transactions relying on Rule 903 of Regulation S of
      the *Securities
      Act of 1933* .
      The
      units were comprised of one share of the common stock of our company and one
      half of one common share purchase warrant. Each share purchase warrant may
      be
      exercised at any time within 24 months of the sale of the units at an exercise
      price of $1.25 per share. These shares are to be issued in a subsequent
      month.




NOTE
      4 -
      COMMITMENTS AND OBLIGATIONS





The
      Company has the following office rent arrangements:





A
      12
      month lease from January 1, 2007 to December 31, 2007 the Company pays $1,590
      monthly.





Rent
      expense through August 31, 2007 is $12,675.





Remainder
      under lease obligation is $6,360.





NOTE
      5 -
      WRITE OFF OF INVESTMENT IN TRANSACTION DATA MANAGEMENT, INC.





As
      of
      August 31, 2007, the Company has decided to write off the full balance of their
      investment in Transaction Data Management, Inc. (TDM) and the $1,000 note
      receivable due from TDM, due to non-performance under the joint venture
      agreement with Information Services Group, Inc. On October 02, 2007 we filed
      a
      lawsuit in Dallas, Texas for breach of contract against Information Services
      Group, Inc and it’s owner, Ken Blow. We have asked for specified damages of
      $438,090 as well as additional unspecified damages.




NOTE
      6 -
      SUBSEQUENT EVENTS




On
      September 25, 2007, FundsTech Corp announced that a South African Bank has
      signed an Agreement in Principal to sponsor the issuance of co-branded cards
      in
      South Africa with FundsTech’s Strategic Partner Symelation.




On
      October 02, 2007 we filed a lawsuit filed in Dallas, Texas for breach of
      contract against Information Services Group, Inc and it’s owner, Ken Blow. We
      have asked for specified damages of $438,090 as well as additional unspecified
      damages.




October
      23, 2007 the Company announced that it signed an exclusive agreement with
      Yes!Money (a subsidiary of Trans Ferry Group), a European privately held
      corporation to jointly distribute prepaid card programs throughout Europe.
      Yes!Money is currently issuing prepaid cards in Europe and has developed a
      substantial base of cardholders. The agreement defines the way FundsTech and
      Yes!Money will cooperate on the European market and includes a sizable
      investment by Trans Ferry Group into FundsTech as well as one seat on the board
      of FundsTech.




F-10




In
      November 2007, we issued an aggregate of 1,041,385 units of our common stock
      to six subscribers at an offering price of $1.25 for gross offering
      proceeds of approxiamately $1,300,000 of which 840,000 units were sold in an
      offshore transaction relying on Rule 903 of Regulation S of the *Securities
      Act of 1933* and
      200,000 units to accredited investor relying on Rule 506 of Regulation D. The
      units were comprised of one share of the common tock of our company and one
      common share purchase warrant. Each share purchase warrant may be excercised
      at
      any time within 24 months of the sale of the units at an exercise price of
      $1.75
      per share. If the subscriber choose to exercise all of their warrants, we may
      receive up to $1,820,000 in additional proceeds.





Michele
      D. Mauro was appointed as a director on November 15, 2007.





On
      November 21, 2007, FundsTech Corp entered into a Software License Agreement
      with
      World Processing, Ltd to allow FundsTech to provide a software platform for
      electronic payment and transaction processing.




F-11