UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-K



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(MARK ONE)

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

For the fiscal year
ended April 30, 2012

OR

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

FOR THE TRANSITION PERIOD FROM __________________
TO _______________________



Commission file number 333-167219



LOTON, CORP

(Exact name of Registrant as Specified
in its Charter)



|Nevada                          |  | 90-0657263            
|------------------------------- |  | ----------------------
|(State or Other Jurisdiction of |  | (I.R.S. Employer      
|Incorporation or Organization)  |  | Identification Number)



|4751 Wilshire Blvd., 3rd Floor                             
|-----------------------------------------------------------
|Los Angeles, California 90010                              
|(Address of Principal Executive Offices including Zip Code)
|                                                           
|(310) 601-2500                                             
|(Registrant’s Telephone Number, Including Area Code)       



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



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



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



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



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



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



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



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



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



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



The aggregate market
value of voting and non-voting common stock held by non-affiliates of the Registrant as of October 30, 2011, is not determinable
because no active trading market had been established as of October 30, 2011.



There were 5,370,000
shares of common stock outstanding as of August 13, 2012.



DOCUMENTS INCORPORATED BY REFERENCE

None.











LOTON,
CORP



FORM
10-K

Table
of Contents



|                                                                                                                        | Page
|----------------------------------------------------------------------------------------------------------------------- | ----
|                                                                                                                        |     
|Part I                                                                                                                  | 1   
|                                                                                                                        |     
|Item 1.  Business                                                                                                       | 1   
|                                                                                                                        |     
|Item 1A.  Risk Factors                                                                                                  | 5   
|                                                                                                                        |     
|Item 1B.  Unresolved Staff Comments                                                                                     | 5   
|                                                                                                                        |     
|Item 2.  Description of Property                                                                                        | 5   
|                                                                                                                        |     
|Item 3.  Legal Proceedings                                                                                              | 5   
|                                                                                                                        |     
|Item 4.  MINE SAFETY DISCLOSURES                                                                                        | 5   
|                                                                                                                        |     
|Part II                                                                                                                 | 6   
|                                                                                                                        |     
|Item 5.  Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities | 6   
|                                                                                                                        |     
|Item 6.  Selected Financial Data                                                                                        | 6   
|                                                                                                                        |     
|Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operation                           | 7   
|                                                                                                                        |     
|Item 7A.  Quantitative and Qualitative Disclosures about Market Risk                                                    | 9   
|                                                                                                                        |     
|Item 8.  financial statements and supplementary data                                                                    | 9   
|                                                                                                                        |     
|Item 9.  Changes in and Disagreements With Accountants on Accounting and Financial Disclosure                           | 10  
|                                                                                                                        |     
|Item 9A.  Controls and Procedures                                                                                       | 10  
|                                                                                                                        |     
|Item 9B.  Other Information                                                                                             | 11  
|                                                                                                                        |     
|Part III                                                                                                                | 12  
|                                                                                                                        |     
|Item 10.  Directors, Executive Officers and Corporate Governance                                                        | 12  
|                                                                                                                        |     
|Item 11.  Executive Compensation                                                                                        | 13  
|                                                                                                                        |     
|Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                | 14  
|                                                                                                                        |     
|Item 13.  Certain Relationships and Related Transaction, and Director Independence                                      | 14  
|                                                                                                                        |     
|Item 14.  Principal Accounting Fees and Services                                                                        | 15  
|                                                                                                                        |     
|Part IV                                                                                                                 | 16  
|                                                                                                                        |     
|Item 15.  Exhibits, Financial Statement Schedules                                                                       | 16  
|                                                                                                                        |     
|SIGNATURES                                                                                                              | 17  



i







FORWARD LOOKING STATEMENTS



Certain statements
made in this Annual Report on Form 10-K (“Annual Report”) are “forward-looking statements” (within the
meaning of the Private Securities Litigation Reform Act of 1995). Such statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein
are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on
assumptions involving judgments with respect to, among other things, future economic, market conditions and future business decisions,
all of which are difficult or impossible to predict accurately and many of which are beyond our control. Without limiting the foregoing,
the words “believes,” “anticipates,” “plans,” “expects” and similar expressions
are intended to identify forward-looking statements.



The forward-looking
statements are based on various factors and were derived using numerous assumptions. Although we believe that our assumptions underlying
the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance
that the forward-looking statements included in this Annual Report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, particularly in view of the current state of our operations, the inclusion
of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved.
In addition, the forward-looking statements contained herein represent our estimate only as of the date of this filing and should
not be relied upon as representing our estimate as of any subsequent date. While we may elect to update these forward-looking statements
at some point in the future, we specifically disclaim any obligation to do so to reflect actual results, changes in assumptions
or changes in other factors affecting such forward-looking statements.



Part I



Item 1. Business



General



Loton, Corp was incorporated
in the State of Nevada on December 28, 2009 to provide 3D rendering, animation and architectural visualization services using advanced
computer technology to produce photo realistic 3D rendering, walk-through animation and 360 degree panorama.



On September 9, 2011,
Trinad Capital Master Fund, Ltd., a Cayman Island exempted company, (“Trinad Master Fund”), entered into a Securities
Purchase Agreement with Alex Kuznetsov, a shareholder and the sole director and executive officer of the Company (the “Purchase
Agreement”). Pursuant to the terms of the Purchase Agreement, Mr. Kuznetsov sold to Trinad Master Fund an aggregate of 4,000,000
shares of the Company’s common stock $.001 par value per share, representing 75% of the issued and outstanding Common Stock
of the Company as of October 31, 2011. Trinad Master Fund paid $311,615 for the shares. Trinad Management, LLC (“Trinad
Management”) is the investment manager of Trinad Master Fund. The managing member of Trinad Management is Robert S. Ellin.
In accordance with the Purchase Agreement, effective upon the closing (a) Alex Kuznetsov resigned as the Company’s Chief
Executive Officer, President and sole director, (b) Robert S. Ellin was appointed as the sole director of the Board to serve until
the next annual stockholders meeting and until his successor is duly elected and qualified, (c) Robert S. Ellin was appointed President,
Chairman and Chief Executive Officer of the Company. Mr. Ellin also became the Chief Financial Officer on April 26, 2012.



At present, the Company
has no sources of revenue and we are an inactive company. The Company is currently considered to be a “blank check”
company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as “any development
stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) and Rule 3a51-1 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that
its business plan is to merge with an unidentified company or companies.” Under SEC Rule 12b-2 under the Exchange Act, the
Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal
operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check”
companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in
our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply
with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.



1







Business Objective



The Company’s
principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through
a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.



The analysis of new
business opportunities will be undertaken by or under the supervision of the officers and directors of the Company. As of this
date, the Company has not entered into any definitive agreement with any party, with any potential business combination candidate
regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating
in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following
kinds of factors:



(a)          Potential for
growth, indicated by new technology, anticipated market expansion or new products;



(b)          Competitive
position as compared to other firms of similar size and experience within the industry segment as well as within the industry as
a whole;



(c)          Strength and
diversity of management, either in place or scheduled for recruitment;



(d)          Capital requirements
and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other sources;



(e)          The cost of
participation by the Company as compared to the perceived tangible and intangible values and potentials;



(f)          The extent to
which the business opportunity can be advanced; and



(g)          The accessibility
of required management expertise, personnel, raw materials, services, professional assistance and other required items.



In applying the foregoing
criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many
different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex. Due to the Company’s limited capital available for investigation,
the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired. In evaluating a prospective
business combination, we will conduct as extensive a due diligence review of potential targets as possible given the lack of information
which may be available regarding private companies, our limited personnel and financial resources and the inexperience of our management
with respect to such activities. We expect that our due diligence will encompass, among other things, meetings with the target
business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other
information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated
third parties we may engage, including but not limited to attorneys, accountants, consultants or such other professionals. At this
time the Company has not specifically identified any third parties that it may engage. The costs associated with hiring third parties
to complete a business combination target may be significant and are difficult to determine as such costs may vary depending on
a variety of factors, including the amount of time it takes to complete a business combination, the location of the target company
and the size and the complexity of the target company. Our limited funds and the lack of full-time management will likely make
it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business
combination. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market
surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making
decisions upon information provided by the promoters, owners, sponsors or other associated with the target business seeking our
participation.



2







The time and costs
required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained
with any degree of certainty. The amount of time it takes to complete a business combination, the location of the target company
and the size and complexity of the business of the target company are all factors that determine the costs associated with completing
a business combination transaction. The time and costs required to complete a business combination transaction can be ascertained
once a business combination target has been identified. Any costs incurred with respect to evaluation of a prospective business
combination that is not ultimately completed will result in a loss to us.



Competition



In identifying, evaluating
and selecting a target business, we may encounter intense competition from other entities having a business objective similar to
ours. There are numerous “public shell” companies either actively or passively seeking operating businesses with which
to merge in addition to a large number of “blank check” companies formed and capitalized specifically to acquire operating
businesses. Additionally, we are subject to competition from other companies looking to expand their operations through the acquisition
of a target business. Many of these entities are well established and have extensive experience identifying and effecting business
combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than
us and our financial resources will be relatively limited when contrasted with those of many of these competitors. Our ability
to compete in acquiring certain sizable target businesses is limited by our available financial resources. This inherent competitive
limitation gives others an advantage in pursuing the acquisition of a target business. Further, our outstanding warrants and the
future dilution they potentially represent may not be viewed favorably by certain target businesses.



Any of these factors
may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however,
that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage
over privately-held entities with a business objective similar to ours to acquire a target business on favorable terms.



If we succeed in effecting
a business combination, there will be, in all likelihood, intense competition from competitors of the target business. Many of
our target business’ competitors are likely to be significantly larger and have far greater financial and other resources
than we will. Some of these competitors may be divisions or subsidiaries of large, diversified companies that have access to financial
resources of their respective parent companies. Our target business may not be able to compete effectively with these companies
or maintain them as customers while competing with them on other projects. In addition, it is likely that our target business will
face significant competition from smaller companies that have specialized capabilities in similar areas. We cannot accurately predict
how our target business’ competitive position may be affected by changing economic conditions, customer requirements or technical
developments. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively.



Form of Acquisition



The manner in which
the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of
the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.



3







It is likely that the
Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria
for determining whether or not an acquisition is a so-called “tax free” reorganization under Section 368(a)(1) of the
Internal Revenue Code of 1986, as amended (the “Code”) depends upon whether the owners of the acquired business own
80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions
rather than other “tax free” provisions provided under the Code, all prior stockholders would in such circumstances
retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon
the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued
and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who
were stockholders of the Company prior to such reorganization.



The present stockholders
of the Company will likely not have control of a majority of the voting securities of the Company following a reorganization transaction.
As part of such a transaction, all or a majority of the Company’s directors may resign and one or more new directors may
be appointed without any vote by stockholders.



In the case of an acquisition,
the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In
the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders’
meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder
approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to
certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as
not to require stockholder approval.



It is anticipated that
the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys
and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the
related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.



We presently have no
employees apart from our management. Our officers and directors are engaged in outside business activities and anticipate that
they will devote to our business very limited time until the acquisition of a successful business opportunity has been identified.
We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.



Going Concern



Our financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. We have a history of losses that are likely to continue in the future. Our independent registered
public accounting firm has included an explanatory paragraph in their report in our audited financial statements for the year ended
April 30, 2012 to the effect that our losses from operations and our negative cash flows from operations raise substantial
doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might be necessary
should we be unable to continue as a going concern. We may be required to cease operations which could result in our stockholders
losing almost all of their investment.



Management Agreement



On September 23, 2011,
the Company entered into a Management Agreement (“Management Agreement”) with Trinad Management. Pursuant to the Management
Agreement, Trinad Management has agreed to provide certain management services to the Company for a period of three (3) years,
including without limitation the sourcing, structuring and negotiation of a potential business combination transaction involving
the Company. Under the Management Agreement the Company will compensate Trinad Management for its services with (i) a fee equal
to $2,080,000, with $90,000 payable in advance of each consecutive three-month period during the term of the Agreement and with
$1,000,000 due at the end of the 3 year term unless the Management Agreement is otherwise terminated earlier in accordance with
its terms, and (ii) issuance of a warrant to purchase 1,125,000 shares of the Company’s common stock at an exercise price
of $0.15 per share. The warrant may be exercised in whole or in part by Trinad Management at any time for a period of ten (10)
years.



4







Recent Financing



On November 8,
2011, the Company entered into a securities purchase agreement with an investor pursuant to which the Company issued the investor
250,000 shares of common stock for an aggregate purchase price of $250,000. The proceeds were used for general administrative purposes.



On December 27,
2011, the Company entered into a second securities purchase agreement with the same investor pursuant to which the Company issued
the investor 150,000 shares of common stock for an aggregate purchase price of $150,000. The proceeds were used for general administrative
purposes.



On April 2, 2012,
the Company issued a promissory note in the amount of $150,000 to Trinad Master Fund. The note matures on April 1, 2013, and
is subject to interest at an annual rate of 6%. The Company will use the proceeds from the note issuance for general administrative
expenses.



On June 21, 2012,
the Company issued a promissory note in the amount of $150,000 to Trinad Master Fund. The note matures on June 20, 2013, and
is subject to interest at an annual rate of 6%. The Company will use the proceeds from the note issuance for general administrative
expenses.



Item 1A. Risk Factors



As a “smaller
reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.



Item 1B. Unresolved Staff Comments



As a “smaller
reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.



Item 2. Description of Property



The Company neither
rents nor owns any properties. The Company utilizes the office space and equipment of its management at no cost. Management estimates
such amounts to be immaterial. The Company currently has no policy with respect to investments or interests in real estate, real
estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.



Item 3. Legal Proceedings



There are presently
no material pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record
or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject,
and no such proceedings are known to the Company to be threatened or contemplated against it.



Item 4. MINE SAFETY DISCLOSURES



Not Applicable.



5







Part II



| | Item 5. | Market
                                                                                   for Common Equity, Related Stockholder Matters
                                                                                   and Small Business Issuer Purchases of Equity
                                                                                   Securities
| | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Common Stock



Our Articles of Incorporation
authorizes the issuance of up to 75,000,000 shares of common stock, par value $.001 per share. The common stock is eligible for
trading on the Over-the-Counter Bulletin Board under the symbol “LTNR,” but a trading market has not developed to date.
As of April 30, 2012, there were approximately 25 holders of record of the common stock.



The Company’s
common stock is a “penny stock” as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules require
a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure
document that 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 sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the
customer’s account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules,
must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser’s
written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company is subject to the
penny stock rules, it may be more difficult to sell the Company’s common stock.



Dividend Policy



The Company has not
declared or paid any cash dividends on its common stock and does not intend to declare or pay any cash dividend in the foreseeable
future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s
earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.



Securities Authorized for Issuance under
Equity Compensation Plans



The Company does not
have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock.
The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to
issue any or all of our authorized but unissued shares without stockholder approval.



Recent Sales of Unregistered Securities



Between November 8,
2011 and June 21, 2012, the Company entered into various financing transactions as discussed under “Item 1 –
Business – Recent Financing” which discussion is incorporated herein by reference. Each of the transactions and related
issuance of securities was pursuant to an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933
and Regulation D of the 1933 Act. No commissions were paid to any person in connection with these transactions.



Issuer Purchases of Equity Securities



None.



Item 6. Selected Financial Data



As a “smaller
reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.



6







| | Item 7. | Management’s
                                                                                   Discussion and Analysis of Financial Condition
                                                                                   and Results of Operation
| | ------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our principal business
objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with
a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to
any specific business, industry or geographical location and, thus, may acquire any type of business.



The Company currently
does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs
related to:



(i)           filing Exchange
Act reports, and



(ii)          investigating,
analyzing and consummating an acquisition.



We believe we will
be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional
amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. There are no assurances
that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going
concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet
our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as
a going concern is also dependant on our ability to find a suitable target company and enter into a possible reverse merger with
such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction
and/or related party advances, however there is no assurance of additional funding being available.



The Company may consider
acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion
into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing
financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve
the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish
a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting
control which may occur in a public offering.



Any target business
that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities
without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business
and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business
combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to
evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess
all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily
to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result
of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization.
This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset
potential losses from one venture against gains from another.



The Company anticipates
that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available capital, our management believes that there are
numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly
traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating
or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors
in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater
flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business
combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult and complex.



7







Liquidity and Capital Resources



As of April 30,
2012, the Company had assets equal to $115,351, comprised of cash of $49,689, prepaid management services fee to related party
of $60,000, and net office equipment of $5,662. This compares with assets of $19,584, comprised of cash of $12,395 and prepaid
expenses of $7,189 as of April 30, 2011. The Company had current liabilities of $220,882, mainly comprised of short term notes
of $150,000 outstanding to investors and an advance from our Chief Executive Officer of $59,640 as of April 30, 2012. This
compares with liabilities of $1,131 as of April 30, 2011.



The Company has nominal
assets and has generated only nominal revenues since inception. The Company is dependent upon the receipt of capital investment
or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating
company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement
its plan of operations. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least
the next twelve months.



Recent Financing



On November 8,
2011, the Company entered into a securities purchase agreement with an investor pursuant to which the Company issued the investor
250,000 shares of common stock for an aggregate purchase price of $250,000. The proceeds were used for general administrative purposes.



On December 27,
2011, the Company entered into a second securities purchase agreement with the same investor pursuant to which the Company issued
the investor 150,000 shares of common stock for an aggregate purchase price of $150,000. The proceeds were used for general administrative
purposes.



On April 2, 2012,
the Company issued a promissory note in the amount of $150,000 to Trinad Master Fund. The note matures on April 1, 2013, and
is subject to interest at an annual rate of 6%. The Company will use the proceeds from the note issuance for general administrative
expenses.



On June 21, 2012,
the Company issued a promissory note in the amount of $150,000 to Trinad Master Fund. The note matures on June 20, 2013, and
is subject to interest at an annual rate of 6%. The Company will use the proceeds from the note issuance for general administrative
expenses.



Results of Operations



Only nominal revenue
has been generated by the Company from December 28, 2009 (Inception) to April 30, 2012. It is unlikely the Company will
have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance.
These circumstances may hinder the Company’s ability to continue as a going concern. The Company’s plan of operation
for the next twelve months is to continue its efforts to locate suitable acquisition candidates.



For the fiscal year
ended April 30, 2012, the Company had a net loss of $734,448, consisting of legal, accounting, audit, and other professional
service fees incurred in relation to the filing of the Company’s periodic reports and other transactional and management
fees.



For the fiscal year
ended April 30, 2011, the Company had a net loss of $14,439, comprised exclusively of legal, accounting, audit, and other
professional service fees incurred in relation to the preparation and filing of the Company’s periodic reports and other
transactional matters.



For the cumulative
period from December 28, 2009 (Inception) to April 30, 2012, the Company had a net loss of $749,135, comprised exclusively
of legal, accounting, audit, and other professional service fees incurred in relation to the formation of the Company, the filing
of the Company’s Registration Statement on Form S-1 in 2010, and the filing of the Company’s periodic reports.



8







Off-Balance Sheet Arrangements



The Company does not
have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that is material to investors.



Contractual Obligations



As a “smaller
reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.



Going Concern



Our financial statements
have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business. We have a history of losses that are likely to continue in the future. Our financial statements
do not include any adjustments that might be necessary should we be unable to continue as a going concern. We may be required to
cease operations which could result in our stockholders losing almost all of their investment.



Item 7A. Quantitative and Qualitative
Disclosures about Market Risk



As a “smaller
reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.



Item 8. financial statements
and supplementary data



9









Loton, Corp.



(A Development Stage Company)



April 30, 2012 and 2011



Index to the Financial Statements





|Contents                                                                                                                                                | Page(s)
|------------------------------------------------------------------------------------------------------------------------------------------------------- | -------
|                                                                                                                                                        |        
|Report of Independent Registered Public Accounting Firm                                                                                                 | F-2    
|                                                                                                                                                        |        
|Report of Independent Registered Public Accounting
Firm                                                                                                 | F-3    
|                                                                                                                                                        |        
|Balance Sheets at April 30, 2012 and 2011                                                                                                               | F-4    
|                                                                                                                                                        |        
|Statements of Operations
for the Fiscal Year Ended April 30, 2012 and 2011 and for the Period from December 28, 2009 (Inception) through April 30, 2012 | F-5    
|                                                                                                                                                        |        
|Statement of Stockholders’
Equity (Deficit) for the Period from December 28, 2009 (Inception) through April 30, 2012                                    | F-6    
|                                                                                                                                                        |        
|Statements of Cash Flows for the Fiscal Year Ended
April 30, 2012 and 2011 and for the Period from December 28, 2009 (Inception) through April 30, 2012 | F-7    
|                                                                                                                                                        |        
|Notes to the Financial Statements                                                                                                                       | F-8    







F-1







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Loton, Corp.

(A Development Stage Company)

Los Angeles, California



We have audited the accompanying balance
sheet of Loton, Corp., a development stage company, (the “Company”) as of April 30, 2012 and the related statements
of operations, stockholders’ equity (deficit) and cash flows for the fiscal year then ended and for the period from December
28, 2009 (Inception) through April 30, 2012. 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. The Company’s
financial statements as of April 30, 2011, for the fiscal year then ended andfor the period from December
28, 2009 (inception)throughApril 30, 2011 was audited by other auditors whose report dated
June 8, 2011included an explanatory paragraph as to an uncertainty with respect to the Company’s ability to continue
as a going concern.  The other auditors’  report has been  furnished  to
us, and our opinion,  insofar as it relates  to  amounts  included  for
such prior  periods,  is based  solely on the report of such other auditors.



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 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 the Company as of April 30, 2012 and the
results of its operations and its cash flows for the fiscal year then ended, and for the period from December 28, 2009 (Inception)
through April 30, 2012, 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 3 to the financial statements, the
Company had a deficit accumulated during the development stage at April 30, 2012 and had a net loss and net cash used in operating
activities for the fiscal year then ended. These factors raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans in regards to these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.







/s/Li & Company, PC

Li & Company, PC



Skillman, New Jersey

August 13, 2012

F-2







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders

Loton, Corp.



We have audited the accompanying balance sheets of Loton, Corp.
(A Development Stage Company) as of April 30, 2011 and 2010, and the related statements of operations, stockholders’ equity,
and cash flows for the year ended April 30, 2011, from inception (December 28, 2009) to April 30, 2010 and from inception (December
28, 2009) to April 30, 2011. Loton, Corp’s management is responsible for these financial statements. Our responsibility is
to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 financial reporting. Our audits 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 the financial
reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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 Loton, Corp (A Development Stage Company) as of April 30, 2011 and
2010, and the results of its operations and its cash flows for the year ended April 30, 2011, from inception (December 28, 2009)
to April 30, 2010 and from inception (December 28, 2009) to April 30, 2011 in conformity with accounting principles generally accepted
in the United States of America.



The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring
losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans
in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.



De Joya Griffith & Company, LLC



/s/ De Joya Griffith & Company, LLC

Henderson, Nevada

June 8, 2011



F-3









|Loton, Corp                  
|-----------------------------
|(A Development Stage Company)
|Balance Sheets               





|                                                                    |  | April 30, 2012 |          |   | April 30, 2011 |  
|------------------------------------------------------------------- |  | -------------- | -------- | - | -------------- | -
|                                                                    |  |                |          |   |                |  
|ASSETS                                                              |  |                |          |   |                |  
|CURRENT ASSETS:                                                     |  |                |          |   |                |  
|Cash                                                                |  | $              | 49,689   |   |                | $
|Prepaid expenses                                                    |  |                | -        |   |                |  
|Prepaid management service - related party                          |  |                | 60,000   |   |                |  
|                                                                    |  |                |          |   |                |  
|Total Current Assets                                                |  |                | 109,689  |   |                |  
|                                                                    |  |                |          |   |                |  
|OFFICE EQUIPMENT:                                                   |  |                |          |   |                |  
|Office equipment                                                    |  |                | 5,854    |   |                |  
|Accumulated depreciation                                            |  |                | (192     | ) |                |  
|                                                                    |  |                |          |   |                |  
|Office Equipment, net                                               |  |                | 5,662    |   |                |  
|                                                                    |  |                |          |   |                |  
|Total Assets                                                        |  | $              | 115,351  |   |                | $
|                                                                    |  |                |          |   |                |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                      |  |                |          |   |                |  
|CURRENT LIABILITIES:                                                |  |                |          |   |                |  
|Accounts payable                                                    |  | $              | 11,242   |   |                | $
|Note payable- related party                                         |  |                | 150,000  |   |                |  
|Accrued expenses                                                    |  |                | -        |   |                |  
|Advances from related party                                         |  |                | 59,640   |   |                |  
|                                                                    |  |                |          |   |                |  
|Total Current Liabilities                                           |  |                | 220,882  |   |                |  
|                                                                    |  |                |          |   |                |  
|LONG-TERM SERVICE ARRANGEMENT - RELATED PARTY                       |  |                | 194,446  |   |                |  
|                                                                    |  |                |          |   |                |  
|Total Liabilities                                                   |  |                | 415,328  |   |                |  
|                                                                    |  |                |          |   |                |  
|STOCKHOLDERS' EQUITY (DEFICIT):                                     |  |                |          |   |                |  
|Common stock at $0.001 par value: 75,000,000 shares authorized,     |  |                |          |   |                |  
|5,370,000 and 4,970,000 shares issued and outstanding, respectively |  |                | 5,370    |   |                |  
|Additional paid-in capital                                          |  |                | 443,788  |   |                |  
|Deficit accumulated during the development stage                    |  |                | (749,135 | ) |                |  
|                                                                    |  |                |          |   |                |  
|Total Stockholders' Equity (Deficit)                                |  |                | (299,977 | ) |                |  
|                                                                    |  |                |          |   |                |  
|Total Liabilities and Stockholders' Equity (Deficit)                |  | $              | 115,351  |   |                | $



See accompanying notes to the financial statements.







F-4









|Loton, Corp                  
|-----------------------------
|(A Development Stage Company)
|Statements of Operations     





|                                                 |  |                     |           |   |                     |   |           | For the Period from | 
|------------------------------------------------ |  | ------------------- | --------- | - | ------------------- | - | --------- | ------------------- | 
|                                                 |  | For the Fiscal Year |           |   | For the Fiscal Year |   |           | December 28, 2009   | 
|                                                 |  | Ended               |           |   | Ended               |   |           | (inception) through | 
|                                                 |  | April 30, 2012      |           |   | April 30, 2011      |   |           | April 30, 2012      | 
|                                                 |  |                     |           |   |                     |   |           |                     | 
|                                                 |  |                     |           |   |                     |   |           |                     | 
|Net Revenues Earned during the Development Stage |  | $                   | -         |   |                     | $ | 14,866    |                     | 
|                                                 |  |                     |           |   |                     |   |           |                     | 
|Operating Expenses                               |  |                     |           |   |                     |   |           |                     | 
|Consulting fees                                  |  |                     | 86,820    |   |                     |   | -         |                     | 
|Management services - related party              |  |                     | 420,504   |   |                     |   | -         |                     | 
|Professional fees                                |  |                     | 106,067   |   |                     |   | 18,041    |                     | 
|Salaries - former officer                        |  |                     | 7,117     |   |                     |   | -         |                     | 
|Travel expense                                   |  |                     | 102,873   |   |                     |   | -         |                     | 
|General and administrative expenses              |  |                     | 11,107    |   |                     |   | 11,264    |                     | 
|                                                 |  |                     |           |   |                     |   |           |                     | 
|Total operating expenses                         |  |                     | 734,488   |   |                     |   | 29,305    |                     | 
|                                                 |  |                     |           |   |                     |   |           |                     | 
|Loss from Operations                             |  |                     | (734,488  | ) |                     |   | (14,439   | )                   | 
|                                                 |  |                     |           |   |                     |   |           |                     | 
|Loss before Income Tax Provision                 |  |                     | (734,488  | ) |                     |   | (14,439   | )                   | 
|                                                 |  |                     |           |   |                     |   |           |                     | 
|Income Tax Provision                             |  |                     | -         |   |                     |   | -         |                     | 
|                                                 |  |                     |           |   |                     |   |           |                     | 
|Net Loss                                         |  | $                   | (734,488  | ) |                     | $ | (14,439   | )                   | 
|                                                 |  |                     |           |   |                     |   |           |                     | 
|Net Loss Per Common Share:                       |  |                     |           |   |                     |   |           |                     | 
|- basic and diluted                              |  | $                   | (0.14     | ) |                     | $ | (0.00     | )                   | 
|                                                 |  |                     |           |   |                     |   |           |                     | 
|Weighted average common shares outstanding:      |  |                     |           |   |                     |   |           |                     | 
|- basic and diluted                              |  |                     | 5,140,075 |   |                     |   | 4,201,781 |                     | 



See accompanying notes to the financial statements.









F-5







|Loton, Corp                                                             
|------------------------------------------------------------------------
|(A Development Stage Company)                                           
|Statement of Stockholders' Equity (Deficit)                             
|For the Period from December 28, 2009 (inception) through April 30, 2012





|                                                                           |  | Common Stock, $0.001 Par Value |           |  | Additional |   |       | Deficit Accumulated
During the |  |   | Total       |  
|-------------------------------------------------------------------------- |  | ------------------------------ | --------- |  | ---------- | - | ----- | ------------------------------ |  | - | ----------- | -
|                                                                           |  | Number of                      |           |  |            |   |       | Paid-in                        |  |   | Development |  
|                                                                           |  | Shares                         |           |  | Amount     |   |       | Capital                        |  |   | Stage       |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Balance, December 28, 2009                                                 |  |                                | -         |  |            | $ | -     |                                |  | $ | -           |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Issuance of common shares for cash at $0.001 per
    share                 |  |                                | 4,000,000 |  |            |   | 4,000 |                                |  |   |             |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Net loss                                                                   |  |                                |           |  |            |   |       |                                |  |   |             |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Balance, April 30, 2010                                                    |  |                                | 4,000,000 |  |            |   | 4,000 |                                |  |   | -           |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Issuance of common shares for cash at $0.03 per share                      |  |                                | 970,000   |  |            |   | 970   |                                |  |   | 28,130      |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Net loss                                                                   |  |                                |           |  |            |   |       |                                |  |   |             |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Balance, April 30, 2011                                                    |  |                                | 4,970,000 |  |            |   | 4,970 |                                |  |   | 28,130      |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Issuance of warrants to Trinad Management, LLC
    for future services     |  |                                |           |  |            |   |       |                                |  |   | 82,575      |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Issuance of warrants to Trinad Management, LLC for
    future services     |  |                                |           |  |            |   |       |                                |  |   | (82,575     | )
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Amortization of warrants issued to related party for
    services received |  |                                |           |  |            |   |       |                                |  |   | 16,058      |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Issuance of common shares for cash at $1.00 per share                      |  |                                | 400,000   |  |            |   | 400   |                                |  |   | 399,600     |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Net loss                                                                   |  |                                |           |  |            |   |       |                                |  |   |             |  
|                                                                           |  |                                |           |  |            |   |       |                                |  |   |             |  
|Balance, April 30, 2012                                                    |  |                                | 5,370,000 |  |            | $ | 5,370 |                                |  | $ | 443,788     |  







See accompanying notes to the financial statements.







F-6







|Loton, Corp                  
|-----------------------------
|(A Development Stage Company)
|Statements of Cash Flows     





|                                                                           |  |                |          |   |                |   |         | For the Period from | 
|-------------------------------------------------------------------------- |  | -------------- | -------- | - | -------------- | - | ------- | ------------------- | 
|                                                                           |  | For the Fiscal |          |   | For the Fiscal |   |         | December 28, 2009   | 
|                                                                           |  | Year
Ended     |          |   | Year
Ended     |   |         | (inception) through | 
|                                                                           |  | April 30, 2012 |          |   | April 30, 2011 |   |         | April 30, 2012      | 
|                                                                           |  |                |          |   |                |   |         |                     | 
|                                                                           |  |                |          |   |                |   |         |                     | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                      |  |                |          |   |                |   |         |                     | 
|Net loss                                                                   |  | $              | (734,488 | ) |                | $ | (14,439 | )                   | 
|Adjustments to reconcile net loss to net cash used in operating activities |  |                |          |   |                |   |         |                     | 
|Depreciation expense                                                       |  |                | 192      |   |                |   | -       |                     | 
|Equity based compensation                                                  |  |                | 16,058   |   |                |   | -       |                     | 
|Changes in operating assets and liabilities:                               |  |                |          |   |                |   |         |                     | 
|Prepaid expenses                                                           |  |                | 7,189    |   |                |   | (7,189  | )                   | 
|Prepaid management services - related party                                |  |                | (60,000  | ) |                |   | -       |                     | 
|Accounts payable                                                           |  |                | 11,242   |   |                |   | -       |                     | 
|Accrued expenses                                                           |  |                | (575     | ) |                |   | 575     |                     | 
|Accrued stockholder services                                               |  |                | 194,446  |   |                |   | -       |                     | 
|                                                                           |  |                |          |   |                |   |         |                     | 
|NET CASH USED IN OPERATING ACTIVITIES                                      |  |                | (565,936 | ) |                |   | (21,053 | )                   | 
|                                                                           |  |                |          |   |                |   |         |                     | 
|CASH FLOWS FROM INVESTING ACTIVITIES:                                      |  |                |          |   |                |   |         |                     | 
|Purchases of office equipment                                              |  |                | (5,854   | ) |                |   | -       |                     | 
|                                                                           |  |                |          |   |                |   |         |                     | 
|NET CASH USED IN INVESTING ACTIVITIES                                      |  |                | (5,854   | ) |                |   | -       |                     | 
|                                                                           |  |                |          |   |                |   |         |                     | 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                      |  |                |          |   |                |   |         |                     | 
|Advances from related party                                                |  |                | 59,084   |   |                |   | 357     |                     | 
|Proceeds from notes payable                                                |  |                |          |   |                |   | -       |                     | 
|Proceeds from note payable - related party                                 |  |                | 150,000  |   |                |   | -       |                     | 
|Common stock to be issued                                                  |  |                |          |   |                |   | -       |                     | 
|Sale of common stock                                                       |  |                | 400,000  |   |                |   | 29,100  |                     | 
|Contribution to capital                                                    |  |                |          |   |                |   | -       |                     | 
|                                                                           |  |                |          |   |                |   |         |                     | 
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                  |  |                | 609,084  |   |                |   | 29,457  |                     | 
|                                                                           |  |                |          |   |                |   |         |                     | 
|NET CHANGE IN CASH                                                         |  |                | 37,294   |   |                |   | 8,404   |                     | 
|                                                                           |  |                |          |   |                |   |         |                     | 
|Cash at beginning of period                                                |  |                | 12,395   |   |                |   | 3,991   |                     | 
|                                                                           |  |                |          |   |                |   |         |                     | 
|Cash at end of period                                                      |  | $              | 49,689   |   |                | $ | 12,395  |                     | 
|                                                                           |  |                |          |   |                |   |         |                     | 
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                          |  |                |          |   |                |   |         |                     | 
|Interest paid                                                              |  | $              | -        |   |                | $ | -       |                     | 
|Income tax paid                                                            |  | $              | -        |   |                | $ | -       |                     | 



See accompanying notes to the financial statements.





F-7







Loton, Corp

(A Development Stage Company)

April 30, 2012 and 2011

Notes to the Financial Statements



Note 1 – Organization and Operations



Loton Corp



Loton, Corp (the “Company”)
was incorporated under the laws of the State of Nevada on December 28, 2009. The Company intends to provide 3D rendering, animation
and architectural visualization services to architects, builders, advertising agencies, interior designers, home renovators, home
owners and various sectors which have need of 3D visualization in North America.



Change in Control



On September 9,
2011, Trinad Capital Master Fund, a Cayman Island exempted company (“Trinad”), entered into and consummated (the “Closing”)
a Securities Purchase Agreement (the “Purchase Agreement”) with Alex Kuznetsov, a shareholder and the sole director
and executive officer of Loton, Corp, a Nevada corporation.  Pursuant to the terms of the Purchase Agreement, Mr. Kuznetsov
sold Trinad an aggregate of 4,000,000 shares (the “Shares”) of the Company’s common stock (“Common Stock”),
which represented approximately 80% of the then issued and outstanding Common Stock of the Company.  In consideration
for the purchase of the Shares, Trinad paid an aggregate amount of $311,615.



Note 2 – Summary of Significant
Accounting Policies



Basis of Presentation



The accompanying financial
statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States
of America (“U.S. GAAP”).



Development Stage Company



The
Company is a development stage company as defined bysection 915-10-20 of the FASB Accounting Standards Codification.
Although the Company has recognized nominal amount of revenue since inception, the Company is still devoting substantially all
of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since
inception have been considered as part of the Company’s development stage activities.



Use of Estimates and Assumptions



The preparation of
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reporting amounts of revenues and expenses during the reporting period.



The Company’s
significant estimates and assumptions include the fair value of financial instruments; underlying assumptions
to estimate the fair value of warrants and options; income tax rate, income tax provision, deferred tax assets and the valuation
allowance of deferred tax assets;and the assumption that the Company will continue as a going concern. Those
significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to
those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.



Management
bases its estimates on historical experience and on various assumptions that are believed to be reasonablein relation to
the financial statements taken as a wholeunder the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.



Management
regularlyevaluates the key factors and assumptions used to develop the estimates utilizing currently
available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations,
if deemed appropriate, those estimates are adjusted accordingly.



Actual results could
differ from those estimates.



F-8









Fair Value of Financial Instruments



The Company follows
paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments
and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to
measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes
a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value
measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37
of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques
used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted)
in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair
value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:



|Level 1 |  | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.                                             
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                            
|Level 2 |  | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|        |  |                                                                                                                                                            
|Level 3 |  | Pricing inputs that are generally observable inputs and not corroborated by market data.                                                                   



Financial assets are
considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques
and at least one significant model assumption or input is unobservable.



The fair value hierarchy
gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority
to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described
above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.



The carrying amounts
of the Company’s financial assets and liabilities, such as cash, accounts payable and accrued expenses, approximate their
fair values because of the short maturity of these instruments.



Transactions involving
related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market
dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party
transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations
can be substantiated.



It is not, however,
practical to determine the fair value of advances from stockholders and management services from stockholder, if any, due to their
related party nature.



Fiscal Year End



The Company elected
April 30 as its fiscal year ending date.



Cash Equivalents



The Company considers
all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.



Related Parties



The Company follows
subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related
party transactions.



Pursuant to section
850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15,
to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension
and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management
of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the
management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing
its own separate interests; and g. other parties that can significantly influence the management or operating policies of
the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the
other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.



F-9









The financial
statements shall include disclosures of material related party transactions, other than compensation arrangements, expense
allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are
eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The
disclosures shall include: a) the nature of the relationship(s) involved b)  description of the transactions,
including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income
statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions
on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements
are presented and the effects of any change in the method of establishing the terms from that used in the preceding period;
and d. mounts due from or to related parties as of
the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.



Commitments and Contingencies



The
Company follows subtopic 450-20 ofthe FASB Accounting Standards Codification to report accounting for contingencies.Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the
Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent
liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal
proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates
the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.



If the assessment of
a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated,
then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would
be disclosed.



Loss contingencies
considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time, that these matters will have a material adverse effect
on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that
such matters will not materially and adversely affect the Company’s business, financial position, and results of operations
or cash flows.



Revenue Recognition



The Company applies
paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when
it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been
rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.



Stock-Based Compensation for Obtaining
Employee Services



The Company accounts
for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition
and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification.
Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions
in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the
fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.
The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance
is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation
or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement
memorandum (PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price
observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of
consistent trading in the market.





F-10









The fair value of share
options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges
of assumptions for inputs are as follows:



|· | Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-50-S99-1, it may be appropriate to use the simplified method, if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Expected volatility of the entity’s shares and the method used to estimate it.  Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index.  The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility.  If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Expected annual rate of quarterly dividends.  An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends.  The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company’s
policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line
basis over the requisite service period for the entire award.



Equity Instruments Issued to Parties
Other Than Employees for Acquiring Goods or Services



The Company accounts
for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50
of the FASB Accounting Standards Codification (“Sub-topic 505-50”).



Pursuant to ASC Section
505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are
accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever
is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier
of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company
is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s
most recent private placement memorandum (PPM”), or weekly or monthly price observations would generally be more appropriate
than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and
asked quotes and lack of consistent trading in the market.



F-11









The fair value of share
options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges
of assumptions for inputs are as follows:



|· | Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments will be used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Expected volatility of the entity’s shares and the method used to estimate it.  Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index.  The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility.  If shares of the Company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Expected annual rate of quarterly dividends.  An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends.  The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|· | Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used.  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pursuant to ASC paragraph
505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement
for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of
the elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached.
A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether
the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity
under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1,
a grantor may conclude that an asset (other than a note or a receivable) has been received in return for fully vested, non-forfeitable
equity instruments that are issued at the date the grantor and grantee enter into an agreement for goods or services (and no specific
performance is required by the grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-equity
by the grantor of the equity instruments. The transferability (or lack thereof) of the equity instruments shall not affect the
balance sheet display of the asset. This guidance is limited to transactions in which equity instruments are transferred to other
than employees in exchange for goods or services. Section 505-50-30 provides guidance on the determination of the measurement date
for transactions that are within the scope of this Subtopic.



Pursuant to Paragraphs
505-50-25-8 and 505-50-25-9,an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee
only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves
specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same
manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with,
or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar
instrument that the counterparty has the right to exercise expires unexercised.



Pursuant to ASC paragraph
505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments,
those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments
are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should
be recorded.





Income Tax Provision



The
Company followsparagraph 740-10-30-2 of the FASB Accounting Standards Codification, which requires
recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences
between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which
the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes
it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations
in the period that includes the enactment date.



F-12









The
Company adopted the provisions ofparagraph 740-10-25-13 of the FASB Accounting Standards Codification.Paragraph 740-10-25-13.addresses the determination of whether tax benefits claimed or expected
to be claimed on a tax return should be recorded in the financial statements. Underparagraph 740-10-25-13,
the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized
in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty
percent (50%) likelihood of being realized upon ultimate settlement.Paragraph 740-10-25-13also
provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and
requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits
according to the provisions ofparagraph 740-10-25-13.



The estimated future
tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated
balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred
tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.



Management makes judgments
as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax
liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions.
In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax
jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.



Uncertain Tax Positions



The
Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the
provisions ofSection 740-10-25for the fiscal year ended April 30, 2012 or 2011.



Limitation on
Utilization of NOLs due to Change in Control



Pursuant to the Internal
Revenue Code Section 382 (“Section 382”), certain ownership changes may subject the NOL’s to annual limitations
which could reduce or defer the NOL. Section 382 imposes limitations on a corporation’s ability to utilize NOLs if it experiences
an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership
of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event
of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying
the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation
may be carried over to later years. The imposition of this limitation on its ability to use the NOLs to offset future taxable income
could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such
NOLs to expire unused, reducing or eliminating the benefit of such NOLs.



Net Income (Loss) per Common Share



Net income (loss) per
common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic
net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common
stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the
weighted average number of shares of common stock and potentially outstanding shares of common stock during the periodto
reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock
options or warrants.



F-13









The following table
shows the potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation
for the fiscal years ended April 30, 2012 and 2011 as they were anti-dilutive:



|                                                                                                                                                                                                                                    |  | Potentially Outstanding 
Dilutive Common Shares |          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------- | ---------
|                                                                                                                                                                                                                                    |  | For the fiscal year ended April 30, 2012        |          
|                                                                                                                                                                                                                                    |  |                                                 |          
|On September 23, 2011, a warrant issued to Trinad Management LLC as compensation to purchase 1,125,000 shares of the Company’s common stock with an exercise price of $0.15 per share expiring ten (10) years from date of issuance |  |                                                 | 1,125,000
|                                                                                                                                                                                                                                    |  |                                                 |          
|Sub-total – Warrants                                                                                                                                                                                                                |  |                                                 | 1,125,000
|                                                                                                                                                                                                                                    |  |                                                 |          
|                                                                                                                                                                                                                                    |  |                                                 |          
|Total potentially outstanding dilutive common shares                                                                                                                                                                                |  |                                                 | 1,125,000



Cash Flows Reporting



The Company adopted
paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments
according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and
uses the indirect or reconciliation method (“Indirect method”) as defined byparagraph
230-10-45-25 of the FASB Accounting Standards Codificationto report net cash flow from operating activities
by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals
of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all
items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting
currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect
of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and
ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting
in cash receipts or payments in the period pursuant toparagraph 830-230-45-1 of the FASB Accounting Standards Codification.



Subsequent Events



The Company follows
the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company
will evaluate subsequent events through the date when thefinancial statements were issued.
Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements
issued when they are widely distributed to users, such as through filing them on EDGAR.



Recently
Issued Accounting Pronouncements



FASB Accounting
Standards Update No. 2011-05



In June 2011, the FASB
issued the FASB Accounting Standards Update No. 2011-05 “Comprehensive Income” (“ASU 2011-05”), which was
the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option
to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance
now gives entities the option to present all non-owner changes in stockholders’ equity either as a single continuous statement
of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive
income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present
all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.



The amendments in this
Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those
years, beginning after December 15, 2011.



FASB Accounting
Standards Update No. 2011-08



In September 2011,
the FASB issued the FASB Accounting Standards Update No. 2011-08 “Intangibles—Goodwill and Other: Testing Goodwill
for Impairment” (“ASU 2011-08”). This Update is to simplify how public and nonpublic entities test goodwill for
impairment. The amendments permit an entity to first assess qualitative factors to determine whether it is more likely than not
that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to
perform the two-step goodwill impairment test described in Topic 350. Under the amendments in this Update, an entity is not required
to calculate the fair value of a reporting unit unless the entity determines that it is more likely than not that its fair value
is less than its carrying amount.



The guidance is effective
for interim and annual periods beginning on or after December 15, 2011. Early adoption is permitted.



F-14









FASB Accounting
Standards Update No. 2011-10



In December 2011, the
FASB issued the FASB Accounting Standards Update No. 2011-10 “Property, Plant and Equipment: Derecognition of in Substance
Real Estate-a Scope Clarification” (“ASU 2011-09”). This Update is to resolve the diversity in practice as to
how financial statements have been reflecting circumstances when parent company reporting entities cease to have controlling financial
interests in subsidiaries that are in substance real estate, where the situation arises as a result of default on nonrecourse debt
of the subsidiaries.



The amended guidance
is effective for annual reporting periods ending after June 15, 2012 for public entities. Early adoption is permitted.



FASB Accounting
Standards Update No. 2011-11



In December 2011, the
FASB issued the FASB Accounting Standards Update No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities”
(“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to
enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective
of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S.
GAAP and those entities that prepare their financial statements on the basis of IFRS.



The amended guidance
is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.



FASB Accounting
Standards Update No. 2011-12



In December 2011, the
FASB issued the FASB Accounting Standards Update No. 2011-12 “Comprehensive Income: Deferral of the Effective Date for Amendments
to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update
No. 2011-05” (“ASU 2011-12”). This Update is a deferral of the effective date pertaining to reclassification
adjustments out of accumulated other comprehensive income in ASU 2011-05. FASB is to going to reassess the costs and benefits of
those provisions in ASU 2011-05 related to reclassifications out of accumulated other comprehensive income. Due to the time required
to properly make such a reassessment and to evaluate alternative presentation formats, the FASB decided that it is necessary to
reinstate the requirements for the presentation of reclassifications out of accumulated other comprehensive income that were in
place before the issuance of Update 2011-05.



All other requirements
in Update 2011-05 are not affected by this Update, including the requirement to report comprehensive income either in a single
continuous financial statement or in two separate but consecutive financial statements. Public entities should apply these requirements
for fiscal years, and interim periods within those years, beginning after December 15, 2011.



Other Recently
Issued, but Not Yet Effective Accounting Pronouncements



Management does not
believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect
on the accompanying financial statements.



Note 3 – Going Concern



The
accompanying financial statements have been preparedassuming that the Company will continue as a going concern, which contemplates
continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.



As reflected in the
accompanying financial statements, the Company had a deficit accumulated during the development stage at April 30, 2012 and a net
loss and net cash used in operating activities for the fiscal year then ended. These factors raise substantial doubt about the
Company’s ability to continue as a going concern.



While the Company is
attempting to commence explorations and generate sufficient revenues, the Company’s cash position may not be sufficient enough
to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering.
Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues
provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy
to commence explorations and generate sufficient revenues and in its ability to raise additional funds, there can be no assurances
to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further
implement its business plan and generate sufficient revenues.



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



F-15









Note 4 – Related Party Transactions



Related Parties



Related parties with whom the Company had
transactions are:



|Related Parties            |  | Relationship                                                         
|-------------------------- |  | ---------------------------------------------------------------------
|                           |  |                                                                      
|Trinad Capital Master Fund |  | Majority stockholder of the Company                                  
|                           |  |                                                                      
|Trinad Management, LLC     |  | An entity owned and controlled by majority stockholder of the Company



Advances from Stockholders



From time to time,
stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest
bearing and due on demand.



Advances from stockholders
at April 30, 2012 and 2011 consisted of the following:





|                            |  | April 30, 2012 |        |  | April 30, 2011 |  
|--------------------------- |  | -------------- | ------ |  | -------------- | -
|                            |  |                |        |  |                |  
|Advances from related party |  | $              | 59,640 |  |                | $
|                            |  |                |        |  |                |  
|                            |  | $              | 59,640 |  |                | $





*
On September 9, 2011as part of the change in control the advances from the former majority stockholder and officer were
repaid.



Note payable
from related party



On
April 2, 2012, the Company signed a promissory note with the Trinad Capital Master Fund for the amount of $150,000 with interest
at 6% per annum with principle due on April 1, 2013.



Management Services from a Related
Party



On September 23, 2011,
the Company entered into a Management Agreement (“Management Agreement”) with Trinad Management, LLC (“Trinad
LLC”).  Pursuant to the Management Agreement, Trinad LLC has agreed to provide certain management services to the
Company for a period of three (3) years expiring September 22, 2014, including without limitation the sourcing, structuring and
negotiation of a potential business combination transaction involving the Company.  Under the  Management Agreement
the Company will compensate Trinad LLC for its services with (i) a fee equal to $2,080,000, with  $90,000 payable in
advance of each  consecutive three-month calendar period during the term of the Agreement and  with $1,000,000
due at the end of the three (3) year term unless the Management Agreement  is otherwise  terminated earlier
in accordance with its terms, and (ii) issuance of a Warrant to purchase 1,125,000 shares of the Company’s common stock at
an exercise price of $0.15 per share (“Warrant”). The Company valued the warrant granted, using the Black-Scholes -
pricing model with the following weighted-average assumptions:



|Expected life (year)                        |  |  |  |  |  |  | 10     |  
|------------------------------------------- |  |  |  |  |  |  | ------ | -
|                                            |  |  |  |  |  |  |        |  
|Expected volatility                         |  |  |  |  |  |  | 118.18 | %
|                                            |  |  |  |  |  |  |        |  
|Expected annual rate of quarterly dividends |  |  |  |  |  |  | 0.00   | %
|                                            |  |  |  |  |  |  |        |  
|Risk-free interest rate                     |  |  |  |  |  |  | 1.84   | %



The
expected life is based on the expiration term of the warrants.As a thinly traded public
entity it is not practicable for the Company to estimate the expected volatility of its share price. The Company selected five
(5) comparable public companies listed on NYSE Amex or NASDAQ Capital Market within computer data service industry which the Company
plans to engage in to calculate the expected volatility. The Company calculated those five (5) comparable companies’ historical
volatility over the expected life of the options or warrants and averaged them as its expected volatility.Expected annual rate of quarterly dividends is based on the Company’s dividend history and anticipated dividend policy. The
risk-free interest rate is based on a yield curve of U.S. treasury interest rates on the date of valuation based on the contractual
life of the warrant.



F-16









The fair value of the
warrant granted, estimated on the date of grant, was $82,575and is being amortized over the period
of service of three (3) years.



The Company (i)(a)
recorded $30,000 per month for the $1,080,000 portion of the management services to be paid on a quarterly basis, accrued (i)(b)
$27,778 per month for the $1,000,000 portion of the management services, due at the end of the three (3) year term; and (ii) recorded
amortization of $2,294 per month for the fair value of the warrant portion of the management services issued on September 23, 2011
in connection with the Management Agreement, or $60,072 of management services per month in aggregate.



The management services
from the related party for the fiscal year ended April 30, 2012 and 2011 were as follows:





|                                                                         |  | April 30, 2012 |         |  | April 30, 2011 |  
|------------------------------------------------------------------------ |  | -------------- | ------- |  | -------------- | -
|                                                                         |  |                |         |  |                |  
|(i) (a) Management services billed or accrued on a quarterly basis       |  | $              | 210,000 |  |                | $
|                                                                         |  |                |         |  |                |  
|(i) (b) Long-term management services due at the end of the term accrued |  |                | 194,446 |  |                |  
|                                                                         |  |                |         |  |                |  
|(ii) Amortization of the fair value of the warrant issued                |  |                | 16,058  |  |                |  
|                                                                         |  |                |         |  |                |  
|                                                                         |  | $              | 420,504 |  |                | $





Note 5 – Stockholders’ Equity
(Deficit)



Shares Authorized



Upon formation the
total number of shares of all classes of stock which the Company is authorized to issue is Seventy Five Million (75,000,000) shares
which shall be Common Stock, par value $.0001 per share.



Common Stock



On April 21, 2010,
the Company issued 4,000,000 shares of its common stock at $0.001 per share, to its sole Director, or $4,000 in cash.



In January 2011, the
Company issued 430,000 shares of its common stock at $0.03 per share, or $12,900 in cash.



In February and March,
2011, the Company issued 540,000 shares of common stock at $0.03 per share, or $16,200 in cash.



During the fiscal year
ended April 30, 2012, the Company issued 400,000 shares of its common stock to an unrelated third party at $1.00 per share, or
$400,000 in cash.



Warrants



(i) Warrants
Issued in September 2011



On September 23, 2011,
pursuant to the Management Agreement, the Company issued Trinad LLC a Warrant to purchase 1,125,000 shares of the Company’s
common stock at an exercise price of $0.15 per share expiring five (5) years from the date of issuance.





F-17









Summary of Warrant
Activities



The table below summarizes
the Company’s warrant activities through April 30, 2012:



|                                       |  | Number of Warrant Shares |           |   | Exercise Price
 Range Per Share |   |      | Weighted Average Exercise Price |  |   | Fair Value at Date of Issuance |  |  | Aggregate Intrinsic Value |       
|-------------------------------------- |  | ------------------------ | --------- | - | ------------------------------- | - | ---- | ------------------------------- |  | - | ------------------------------ |  |  | ------------------------- | ------
|                                       |  |                          |           |   |                                 |   |      |                                 |  |   |                                |  |  |                           |       
|Balance, April 30, 2011                |  |                          | -         |   |                                 | $ | -    |                                 |  | $ | -                              |  |  | $                         | -     
|                                       |  |                          |           |   |                                 |   |      |                                 |  |   |                                |  |  |                           |       
|Granted                                |  |                          | 1,125,000 |   |                                 | $ | 0.15 |                                 |  | $ | 0.15                           |  |  | $                         | 82,575
|                                       |  |                          |           |   |                                 |   |      |                                 |  |   |                                |  |  |                           |       
|Canceled for cashless exercise         |  |                          | (-        | ) |                                 |   | -    |                                 |  |   | -                              |  |  |                           | -     
|                                       |  |                          |           |   |                                 |   |      |                                 |  |   |                                |  |  |                           |       
|Exercised (Cashless)                   |  |                          | (-        | ) |                                 |   | -    |                                 |  |   | -                              |  |  |                           | -     
|                                       |  |                          |           |   |                                 |   |      |                                 |  |   |                                |  |  |                           |       
|Exercised                              |  |                          | (-        | ) |                                 |   | -    |                                 |  |   | -                              |  |  |                           | -     
|                                       |  |                          |           |   |                                 |   |      |                                 |  |   |                                |  |  |                           |       
|Expired                                |  |                          | -         |   |                                 |   | -    |                                 |  |   | -                              |  |  |                           | -     
|                                       |  |                          |           |   |                                 |   |      |                                 |  |   |                                |  |  |                           |       
|Balance, April 30, 2012                |  |                          | 1,125,000 |   |                                 | $ | 0.15 |                                 |  | $ | 0.15                           |  |  | $                         | 82,575
|                                       |  |                          |           |   |                                 |   |      |                                 |  |   |                                |  |  |                           |       
|Earned and exercisable, April 30, 2012 |  |                          | 218,750   |   |                                 | $ | 0.15 |                                 |  | $ | 0.15                           |  |  | $                         | 16,058
|                                       |  |                          |           |   |                                 |   |      |                                 |  |   |                                |  |  |                           |       
|Unvested, April 30, 2012               |  |                          | 906,250   |   |                                 | $ | 0.15 |                                 |  | $ | 0.15                           |  |  | $                         | 66,517



The following table summarizes information
concerning outstanding and exercisable warrants as of April 30, 2012:



|                         |  | Warrants Outstanding |           | Warrants Exercisable                           | 
|------------------------ |  | -------------------- | --------- | ---------------------------------------------- | 
|Range of Exercise Prices |  | Number Outstanding   |           | Average Remaining Contractual Life  (in years) | 
|                         |  |                      |           |                                                | 
|$0.15                    |  |                      | 1,125,000 |                                                | 
|                         |  |                      |           |                                                | 
|                         |  |                      |           |                                                | 
|                         |  |                      |           |                                                | 
|$0.15                    |  |                      | 1,125,000 |                                                | 



Note 6 – Income Taxes



Deferred Tax Assets



At April 30, 2012,
the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $739,258 that may
be offset against future taxable income through 2032.  No tax benefit has been reported with respect to these net operating
loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s
net deferred tax assets of approximately $251,348, was not considered more likely than not and accordingly, the potential tax benefits
of the net loss carry-forwards are fully offset by a valuation allowance of $251,348.



Deferred tax assets
consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred
tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $246,368
and $4,980 for the fiscal year ended April 30, 2012 and 2011, respectively.





Components of deferred tax assets at April
30, 2012 and 2011 are as follows:



|                                                    |  | April  30, 2012 |            |   | April  30, 2011 |  
|--------------------------------------------------- |  | --------------- | ---------- | - | --------------- | -
|Net deferred tax assets – Non-current:              |  |                 |            |   |                 |  
|                                                    |  |                 |            |   |                 |  
|Expected income tax benefit from NOL carry-forwards |  | $               | 251,348    |   |                 |  
|Less valuation allowance                            |  |                 | (251,34814 | ) |                 |  
|Deferred tax assets, net of valuation allowance     |  | $               | -          |   |                 | $



F-18









Income Tax Provision in the Statements of Operations



A reconciliation of the federal statutory
income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:



|                                                                   |  | For the Fiscal Year Ended April 30, 2012 |       |   | For the Fiscal Year Ended April 30, 2011 | 
|------------------------------------------------------------------ |  | ---------------------------------------- | ----- | - | ---------------------------------------- | 
|                                                                   |  |                                          |       |   |                                          | 
|Federal statutory income tax rate                                  |  |                                          | 34.0% |   |                                          | 
|Change in valuation allowance on net operating loss carry-forwards |  |                                          | (34.0 | ) |                                          | 
|Effective income tax rate                                          |  |                                          | 0.0%  |   |                                          | 



Note 7 – Subsequent Events



The Company has evaluated
all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if
they must be reported. The Management of the Company determined that there were certain reportable subsequent events to be disclosed
as follows:



On
June 21, 2012, the Company signed a promissory note with the Trinad Capital Master Fund for the principal amount of $150,000 with
interest at 6% per annum with principle due on June 20, 2013.









F-19









Item 9. Changes in and Disagreements
With Accountants on Accounting and Financial Disclosure



None.



Item 9A. Controls and Procedures



Disclosure Controls and Procedures



Our principal executive
officer and principal financial officer performed an evaluation of the effectiveness of our disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file or submit 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, and is accumulated and communicated
to our management, including our principal executive and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive officer
and principal financial officer concluded that, as of April 30, 2012, our disclosure controls and procedures were effective
for the period ended April 30, 2012, subject to the two material weaknesses described below.



Management’s Report on Internal
Control Over Financial Reporting



Management is responsible
for establishing and maintaining adequate internal controls over financial reporting for the Company. Internal control over financial
reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the
supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board
of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that:



| | • | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the company;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the company’s assets that could have a material effect on the financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.



Internal control over
financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.
Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failure. Internal control over financial reporting can also be circumvented by collusion
or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented
or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features
of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate,
this risk.



10







We assessed the effectiveness
of the Company’s internal control over financial reporting as of April 30, 2012. In making this assessment, the Company’s
management used the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission’s
Internal Control-Integrated Framework.



As a result of this
assessment, we have determined that our internal control over financial reporting was ineffective as of April 30, 2012. We
had neither the resources, nor the personnel, to provide an adequate control environment. The following two material weaknesses
in our internal control over financial reporting existed at April 30, 2012:



(i)       We
do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls
over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the fiscal year
ended April 30, 2012. Management evaluated the impact of our failure to have written documentation of our internal controls and
procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted
represented a material weakness.



(ii)        We
do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and
nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the
extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by
separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure
controls and procedures, and concluded that the control deficiency that resulted represented a material weakness.



It should be noted
that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the
objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about
the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance
that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.



Attestation Report of the Independent
Registered Public Accounting Firm



This annual report
does not include an attestation report of our independent registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant
to Section 404(c) of the Sarbanes-Oxley Act that permits us to provide only management’s report in this Annual Report.



Changes in Internal Control over Financial
Reporting



There were no significant
changes in the Company’s internal control over financial reporting that occurred during the fiscal year of 2012 that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.



Item 9B. Other Information



None.



11







Part III



Item 10. Directors, Executive
Officers and Corporate Governance



The following table
sets forth certain information regarding the Company’s directors and executive officers:



|Name                |  | Age |  | Position                                                   
|------------------- |  | --- |  | -----------------------------------------------------------
|                    |  |     |  |                                                            
|Robert S. Ellin     |  | 47  |  | Chief Executive Officer, Chief Financial Officer & Director
|                    |  |     |  |                                                            
|Jay Krigsman        |  | 47  |  | Director                                                   
|                    |  |     |  |                                                            
|Andrew M. Schleimer |  | 35  |  | Director                                                   



Robert S. Ellin
has served as our Chief Executive Officer and as a director since September 9, 2011. He also served as our Chief Financial
Officer since April 26, 2012. Mr. Ellin has more than twenty years of investment and turnaround experience. He is Managing
Director and Portfolio Manager of Trinad Capital Master Fund, Ltd. Trinad Master Fund is our principal stockholder and a hedge
fund dedicated to investing in micro-cap public companies. Mr. Ellin currently is a member of the board of directors of Mandalay
Digital Group, Inc. and has served as Co-Chairman of the company since February 2005. He has also served on the Board of Governors
at Cedars-Sinai Hospital in Los Angeles, California. Prior to joining Trinad Capital Master Fund, Mr. Ellin was the founder
and President of Atlantis Equities, Inc. (“Atlantis”), a private investment company. Founded in 1990, Atlantis actively
managed an investment portfolio of small capitalization public companies as well as select private company investments. Mr. Ellin
played an active role in Atlantis investee companies including board representation, management selection, corporate finance and
other advisory services. Through Atlantis and related companies, Mr. Ellin spearheaded investments into THQ, Inc, Grand Toys,
Forward Industries, Inc. (FORD), Majesco Entertainment and iWon.com. Mr. Ellin also completed a leveraged buyout of S&S
Industries, Inc. where he served as President from 1996 to 1998. The company was the largest manufacturer in the world of underwires
which had strong partnerships with leading companies including Bally’s, Maidenform, and Sara Lee. Prior to founding Atlantis
Equities, Mr. Ellin worked in Institutional Sales at LF Rothschild and was Manager of Retail Operations at Lombard Securities.
Mr. Ellin received his Bachelor of Arts degree from Pace University



Jay Krigsman
has served as our director since April 26, 2012. Mr. Krigsman has been the Executive Vice President and Asset Manager of The
Krausz Companies since 1992, where he oversees the company’s property management team and is responsible for developing and
implementing strategic leasing programs. Prior to joining The Krausz Companies, Mr. Krigsman had the senior leasing responsibilities
for Birtcher Development Co. Mr. Krigsman holds a Certified Commercial Investment Member designation, a Sr. Certified Leasing Specialist
designation from the International Council of Shopping Centers and holds a California Real Estate Broker’s License. Mr. Krigsman
is currently a director of Lateral Media Inc. Mr. Krigsman received a B.A. in Business Administration from the University of Maryland.



Andrew M. Schleimer
has been a director since April 26, 2012. Mr. Schleimer has been Executive Vice President of Strategic Development of
Dick Clark Productions since September 2010. Mr. Schleimer is also an investment banker specializing in mergers and acquisitions.
He joined in January 2006 Six Flags from UBS Investment Bank, where he served as a Vice President of Mergers & Acquisition
Department. At UBS, he advised on over $150 billion of transactions in the media, entertainment, technology, telecom and consumer
products sectors. Mr. Schleimer served as an Executive Vice President of Strategic Development & In-Park services of Six Flags
Inc., (also known as Six Flags Entertainment Corp.). He was responsible for strategic planning and new business development, including
domestic and international theme park development, non-traditional brand extensions, and all in-bound and out-bound brand licensing.
He was also responsible for full P&L responsibility for Six Flags In-Park Services. He has been a Member of Advisory Board
at Mandalay Digital Group, since November 2011. Mr. Schleimer attended Cornell University's School of Hotel Administration
where he focused on food and beverage management and real estate finance.



12







Audit Committee and Audit Committee
Financial Expert



We do not currently
have an audit committee financial expert, nor do we have an audit committee. Our entire Board of Directors handles the functions
that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a
qualified independent expert who would be willing to serve on our Board of Directors and who would be willing to act as an audit
committee financial expert.



Nominating Committee



The Board of Directors
has not established a nominating committee due to our early stage of development. Our entire Board of Directors currently operates
as our nominating committee. We have not adopted any procedures by which security holders may recommend nominees to our Board of
Directors.



Code of Ethics



We have not adopted
a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions because of the small number of persons involved in the management
of the Company.



Board Leadership Structure and Role
in Risk Oversight



Due to the small size
and early stage of the Company, and its status as a shell company, we have not adopted a formal policy on whether the Chairman
and Chief Executive Officer positions should be separate or combined, and the Board of Directors does not currently have a Chairman.



Our Board of Directors
is primarily responsible for overseeing our risk management processes.



Item 11. Executive Compensation



No officer or director
of the Company receives any compensation for the services they render to the Company, has received compensation in the past, and
is accruing any compensation pursuant to any agreement with the Company. We currently have no formal written salary arrangement
with any of our officers. Our executive officers may receive a salary or other compensation for services that they provide to the
Company in the future, but there are not any current understandings or agreements regarding compensation our management will receive
after a business combination. No retirement, pension, profit sharing, stock option or insurance programs or other similar programs
have been adopted by the Company for the benefit of the Company’s employees.



13







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



The following table
sets forth certain information regarding beneficial stock ownership as of July 31, 2012 of (i) all persons known to us to
be beneficial owners of more than 5% of our outstanding common stock; (ii) each director and executive officer of the Company,
and (iii) all of our officers and directors as a group. Each of the persons in the table below has sole voting power and sole dispositive
power as to all of the shares shown as beneficially owned by them, except as otherwise indicated.



|Name of beneficial owner                                |  | Number of Shares Beneficially Owned(1) |           |  | Percent of Outstanding Shares(1) | 
|------------------------------------------------------- |  | -------------------------------------- | --------- |  | -------------------------------- | 
|                                                        |  |                                        |           |  |                                  | 
|Trinad Capital Master Fund, Ltd.                        |  |                                        | 4,000,000 |  |                                  | 
|                                                        |  |                                        |           |  |                                  | 
|Trinad Management, LLC (2)(3)                           |  |                                        | 5,125,000 |  |                                  | 
|                                                        |  |                                        |           |  |                                  | 
|Robert S. Ellin (2)(3)(4)                               |  |                                        | 5,125,000 |  |                                  | 
|                                                        |  |                                        |           |  |                                  | 
|Jay Krigsman                                            |  |                                        | 236,784   |  |                                  | 
|                                                        |  |                                        |           |  |                                  | 
|Andrew M. Schleimer                                     |  |                                        | -         |  |                                  | 
|                                                        |  |                                        |           |  |                                  | 
|All officers and directors As a group (3 persons)(2)(3) |  |                                        | 5,361,784 |  |                                  | 










| | (1) | For the purposes of this table, a person is deemed to have “beneficial ownership” of
any shares of capital stock that such person has the right to acquire within 60 days of July 31, 2012 and in accordance with
SEC rules are deemed to be issued and outstanding and have been outstanding in calculating the percentage ownership of those individuals.
Except as noted in the preceding sentence, all percentages for common stock are calculated based upon a total of 5,370,000 shares
outstanding as of July 31, 2012.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Trinad Management, LLC is the investment manager of Trinad Capital Master Fund and exercises voting
and disposition power over the shares of Trinad Capital Master Fund. Robert Ellin is the managing member of Trinad Management and
as such may be deemed to control Trinad Capital Master Fund and Trinad Management. Accordingly, securities owned by these entities
may be regarded as being beneficially owned by Mr. Ellin. Mr. Ellin disclaims beneficial ownership in the shares held
by Trinad Management and Trinad Capital Master Fund. The address for Trinad Management and Trinad Capital Master Fund is 4751 Wilshire
Blvd., 3rd Floor, Los Angeles, CA 90010.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Shares beneficially owned include 1,125,000 shares that are issuable upon exercise of a 10 year
warrant issued to Trinad Management in connection with the Management Agreement. The warrant may be exercised in whole or in part
at exercise price of $0.15 per share. See “Item 1 - Business - Management Agreement.”
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Does not include 231,648 shares held in family trusts of which Mr. Ellin and does not exercise
voting dispositive power.
| | --- | ------------------------------------------------------------------------------------------------------------------------



Item 13. Certain Relationships
and Related Transaction, and Director Independence



The Company has been
provided office space by its principal stockholder at no cost. The management determined that such cost is nominal and did not
recognize rent expense in its financial statements.



14







Management Agreement



On September 23, 2011,
the Company entered into a Management Agreement (“Management Agreement”) with Trinad Management. Pursuant to the Management
Agreement, Trinad Management has agreed to provide certain management services to the Company for a period of three (3) years,
including without limitation the sourcing, structuring and negotiation of a potential business combination transaction involving
the Company. Under the Management Agreement the Company will compensate Trinad Management for its services with (i) a fee equal
to $2,080,000, with $90,000 payable in advance of each consecutive three-month period during the term of the Agreement and with
$1,000,000 due at the end of the 3 year term unless the Management Agreement is otherwise terminated earlier in accordance with
its terms, and (ii) issuance of a warrant to purchase 1,125,000 shares of the Company’s common stock at an exercise price
of $0.15 per share. The warrant may be exercised in whole or in part by Trinad Management at any time for a period of ten (10)
years.



On April 2, 2012,
the Company issued a promissory note in the amount of $150,000 to Trinad Master Fund. The note matures on April 1, 2013, and
is subject to interest at an annual rate of 6%.



On June 21, 2012,
the Company issued a promissory note in the amount of $150,000 to Trinad Master Fund. The note matures on June 20, 2013, and
is subject to interest at an annual rate of 6%.



Item 14. Principal Accounting
Fees and Services



Audit Fees



During fiscal year
ended April 30, 2011, we incurred approximately $7,000 in fees to De Joya Griffith & Company, LLC our prior principal
independent accountants for professional services rendered in connection with the audit of our financial statements for the fiscal
year ended April 30, 2010 and for the reviews of our financial statements for the quarters ended July 31, 2010, October 31,
2010 and January 31, 2011. The aggregate fees billed for professional services rendered by Li & Company, PC, our current
independent registered public accounting firm for the audit of our annual financial statements for the year ended April 30,
2012 were $11,000.



Audit-Related Fees



During the fiscal years
ended April 30, 2012 and 2011, our principal accountants did not render assurance and related services reasonably related
to the performance of the audit or review of financial statements.



Tax Fees



The aggregate fees
billed for professional services rendered by our principal accountant for the tax compliance for the year ended April 30,
2012 was $0.



All Other Fees



During the for the
years ended April 30, 2012 and 2011, there were no fees billed for products and services provided by our principal accountants
other than those set forth above.



Audit Committee Approval



The Board of Directors
acts as the audit committee of the Company, and accordingly, all services are approved by the Board of Directors.



15







Part IV



Item 15. Exhibits, Financial
Statement Schedules



| | (a) | Documents filed as part of this report are as follows:
| | --- | ------------------------------------------------------



| | (1) | Financial Statements and Report of Independent Registered Public Accounting Firm
| | --- | --------------------------------------------------------------------------------



| | (2) | Financial Statement Schedules
| | --- | -----------------------------



None required.



| | (3) | Exhibits:
| | --- | ---------



The exhibit list required by
this item is incorporated by reference to the Exhibit Index included in this Annual Report



16







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



|                       | LOTON, CORP
|---------------------- | -----------
|                       |            
|Date:  August 14, 2012 | By:        
|                       |            
|                       |            
|                       |            



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 registrant and in the capacities
and on the dates indicated.



|Signature               |  | Title                                     |  | Date           
|----------------------- |  | ----------------------------------------- |  | ---------------
|                        |  |                                           |  |                
|/s/ Robert S. Ellin     |  | Chief Executive Officer,                  |  | August 14, 2012
|Robert S. Ellin         |  | (Principal Executive Officer and          |  |                
|                        |  | Principal Financial Officer and Director) |  |                
|                        |  |                                           |  |                
|/s/ Jay Krigsman        |  | Director                                  |  | August 14, 2012
|Jay Krigsman            |  |                                           |  |                
|                        |  |                                           |  |                
|/s/ Andrew M. Schleimer |  | Director                                  |  | August 14, 2012
|Andrew M. Schleimer     |  |                                           |  |                



17







EXHIBIT INDEX



|Exhibit |                                                                                                                                                                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Exhibit Description                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                             
|3.1     | Articles of Incorporation (previously filed as Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on June 1, 2010, and incorporated herein by reference).                                                               
|        |                                                                                                                                                                                                                                                             
|3.2     | Bylaws (previously filed as Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, filed with the SEC on June 1, 2010, and incorporated herein by reference).                                                                                  
|        |                                                                                                                                                                                                                                                             
|10.1    | Management Agreement between Loton, Corp and Trinad Management, LLC, dated September 23, 2011 (previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with SEC on September 28, 2011, and incorporated herein by reference).
|        |                                                                                                                                                                                                                                                             
|10.2    | Form of Warrant, dated September 23, 2011 issued to Trinad Management, LLC (previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form S-K, filed with SEC on September 28, 2011, and incorporated herein by reference).                   
|        |                                                                                                                                                                                                                                                             
|10.3    | Form of Note, dated April 2, 2012, issued by Loton, Corp to Trinad Master Fund, Ltd.                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                             
|10.4    | Form of Note, dated June 21, 2012, issued by Loton, Corp to Trinad Master Fund, Ltd.                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                             
|31.1    | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                             
|31.2    | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                             
|32.1    | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                             





18