UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 10-K/A
Amendment No. 3



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



|For the fiscal period ended | September 30, 2012
|--------------------------- | ------------------



OR



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



For the transition period from _________________ to _______________



Commission File Number 001-35170



Universal
Business Payment SolutionsAcquisition Corporation(Exact name of registrant as specified in its charter)





|Delaware(State or other Jurisdiction ofIncorporation or Organization) | 90-0632274(I.R.S. EmployerIdentification No.)
|--------------------------------------------------------------------- | ---------------------------------------------



1175 Lancaster Avenue, Suite 100, Berwyn, PA 19312



(Address of Principal Executive Offices including zip code)





Registrant’s Telephone Number, Including Area Code (484) 324-7980



Securities Registered Pursuant to Section 12(g) of the Act:





Common Stock, $.001 par value per share





Name of each exchange on which registered: NASDAQ Capital Market







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 Section 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 Website, 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.  ̈





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 definition
of “accelerated filer,” “large accelerated filer,” and “smaller reporting company,” in Rule
12b-2 of the Exchange Act.



|Large accelerated filer ̈ | Accelerated filer ̈ | Non-accelerated filer ̈ | Smaller reporting companyx
|------------------------ | ------------------ | ---------------------- | --------------------------





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



As of March 31, 2012, the aggregate market value of the registrant’s
voting stock held by non-affiliates was approximately $37 million based on the number of shares held by non-affiliates as of March
31, 2012, and the last reported sale price of the registrant’s common stock on March 31, 2012.



As of January 11, 2013, the latest practicable date, 11,519,094
shares of the registrant’s common stock, $.001 par value per share, were issued and outstanding











EXPLANATORY NOTE



We are filing this Amendment No.3  to Form 10-K for
the fiscal year ended September 30, 2012 (“Amended Report”) pursuant to a SEC comment letter dated July 11, 2013.
This Amended Report is being filed to amend the disclosures in “Item 15. Exhibits, Financial Statement Schedules”
of our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 filed with the SEC on January 14, 2013
(“Original Report”) and as amended and filed with the SEC on January 22, 2013 and June 14, 2013. Item 15 has been
changed solely to include the complete text of Item 15 by including in addition to the amended report of an
independent registered public accounting firm, the related Exhibits and Financial Statement Schedules. This Amended Report
may not reflect events occurring after the filing of the Original Report and subsequent amendments, nor does it modify or
update those disclosures presented therein, except with regard to the modifications described in this Explanatory Note.
Accordingly, this Amended Report should be read in conjunction with the Original Report and our other reports filed with the
SEC subsequent to the filing of our Original Report, including any amendments to those filings.



In addition, pursuant to Rule 12b-15 under the Securities
Exchange Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302 and Section 906 of the
Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Report have been re-executed and
re-filed as of the date of this Amended Report and are included as exhibits hereto.



2









TABLE OF CONTENTS



|                                                  |  | PAGE
|------------------------------------------------- |  | ----
|PART IV.                                          |  |     
|                                                  |  |     
|Item 15.  Exhibits, Financial Statement Schedules |  | 4   
|                                                  |  |     
|Signatures                                        |  | 23  



3











Part IV



Item 15. Exhibits and Financial Statement Schedules.





|(a) | The following documents are filed as a part of this report:
|--- | -----------------------------------------------------------
|    | 1.                                                         
|    | 2.                                                         
|    | 3.                                                         



INDEX TO FINANCIAL STATEMENTS





|                                                          | Page No.
|--------------------------------------------------------- | --------
|Report of Independent Registered Public Accounting Firm   | 5       
|Consolidated Balance Sheet                                | 6       
|Consolidated Statement of Operations                      | 7       
|Consolidated Statement of Changes in Stockholders’ Equity | 8       
|Consolidated Statement of Cash Flows                      | 9       
|Notes to Financial Statements                             | 10      







4













REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM





To the Audit Committee of the

Board of Directors and Shareholders

of Universal Business Payment Solutions
Acquisition Corporation



We have audited
the accompanying consolidated balance sheets ofUniversal Business Payment Solutions Acquisition Corporation and its Subsidiaries(collectively the “Company”) as of September 30, 2012 and 2011, and the related consolidated statements of operations,
changes in stockholders’ equity and cash flows for the year ended September 30, 2012, for the period from November 12, 2010
(inception) through September 30, 2011 and for the period from November 12, 2010 (inception) through September 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 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 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 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 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 ofUniversal
Business Payment Solutions Acquisition Corporation and its Subsidiaries, as of September 30, 2012 and
2011, and the results of its operations and its cash flows for the year ended September 30, 2012, for the period from November
12, 2010 (inception) through September 30, 2011 and for the period from November 12, 2010 (inception) through September 30, 2012
in conformity with accounting principles generally accepted in the United States of America.



/s/ Marcum llp



Marcum llp

New York, NY
January 14, 2013



5







|Universal Business Payment Solutions Acquisition Corporation
|------------------------------------------------------------
|(A Company in the Development Stage)                        
|Consolidated Balance Sheet                                  





|                                                                                                                                                                                                                                                                                                                |  | September 30, |            |   | September 30, |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ------------- | -
|                                                                                                                                                                                                                                                                                                                |  | 2012          |            |   | 2011          |  
|                                                                                                                                                                                                                                                                                                                |  |               |            |   |               |  
|Assets                                                                                                                                                                                                                                                                                                          |  |               |            |   |               |  
|Current assets - Cash and cash equivalents                                                                                                                                                                                                                                                                      |  | $             | 23,692     |   |               | $
|Cash and cash equivalents held in Trust                                                                                                                                                                                                                                                                         |  |               | 68,811,113 |   |               |  
|Total assets                                                                                                                                                                                                                                                                                                    |  | $             | 68,834,805 |   |               | $
|                                                                                                                                                                                                                                                                                                                |  |               |            |   |               |  
|Liabilities and Stockholders' Equity                                                                                                                                                                                                                                                                            |  |               |            |   |               |  
|Current Liabilities                                                                                                                                                                                                                                                                                             |  |               |            |   |               |  
|Accounts payable and accrued expenses                                                                                                                                                                                                                                                                           |  | $             | 257,872    |   |               | $
|Notes Payable To Affilliate                                                                                                                                                                                                                                                                                     |  |               | 335,000    |   |               |  
|Total current liabilities                                                                                                                                                                                                                                                                                       |  |               | 592,872    |   |               |  
|                                                                                                                                                                                                                                                                                                                |  |               |            |   |               |  
|Common Stock, subject to possible redemption, 10,494,067 shares at Sept 30, 2012 and 10,516,291 at September 30, 2011 at redemption value (1)                                                                                                                                                                   |  |               | 63,776,921 |   |               |  
|                                                                                                                                                                                                                                                                                                                |  |               |            |   |               |  
|Commitments and Contingencies                                                                                                                                                                                                                                                                                   |  |               |            |   |               |  
|                                                                                                                                                                                                                                                                                                                |  |               |            |   |               |  
|Stockholder's Equity                                                                                                                                                                                                                                                                                            |  |               |            |   |               |  
|Preferred stock, $0.01 par value                                                                                                                                                                                                                                                                                |  |               |            |   |               |  
|Authorized 1,000,000 shares, none issued                                                                                                                                                                                                                                                                        |  |               | -          |   |               |  
|Common Stock, $0.001 par value                                                                                                                                                                                                                                                                                  |  |               |            |   |               |  
|Authorized 100,000,000 shares;  3,825,626 issued
    and outstanding  at Sept 30, 2012 and 3,825,709 issued and outstanding September 30, 2011 (which excludes 10,494,067 shares subject to possible redemption at Sept 30 30, 2012 and 10,516,291 shares subject to possible redemption at September 30, 2011) |  |               | 3,826      |   |               |  
|Additional paid-in capital                                                                                                                                                                                                                                                                                      |  |               | 5,165,954  |   |               |  
|Accumulated deficit                                                                                                                                                                                                                                                                                             |  |               | (704,768   | ) |               |  
|Total Shareholder's Equity                                                                                                                                                                                                                                                                                      |  |               | 4,465,012  |   |               |  
|                                                                                                                                                                                                                                                                                                                |  |               |            |   |               |  
|Total Liabilities and Shareholders' Equity                                                                                                                                                                                                                                                                      |  | $             | 68,834,805 |   |               | $





(1) As a result of repurchases
of shares of common stock, in connection with the Share Repurchase Plan through September 30, 2011, aggregate shares of common
stock subject to possible redemption were 10,516,291 at September 30, 2011 and 10,494,067at September 30, 2012.







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



6







Universal Business Payment Solutions
Acquisition Corporation

(A Company in the Development Stage)

Consolidated Statement of Operations



|                                                       |  |                    |           |   | For the Period      |   |           | For the Period      | 
|------------------------------------------------------ |  | ------------------ | --------- | - | ------------------- | - | --------- | ------------------- | 
|                                                       |  | For the Twelve     |           |   | November 12, 2010   |   |           | November 12, 2010   | 
|                                                       |  | Months Ended       |           |   | (Inception) through |   |           | (Inception) through | 
|                                                       |  | September 30, 2012 |           |   | September 30, 2011  |   |           | September 30, 2012  | 
|Related Party Expense                                  |  | $                  | (90,000   | ) |                     | $ | (37,500   | )                   | 
|Operating Cost                                         |  |                    | (547,029  | ) |                     |   | (59,775   | )                   | 
|Total Expense                                          |  |                    | (637,029  | ) |                     |   | (97,275   | )                   | 
|                                                       |  |                    |           |   |                     |   |           |                     | 
|Interest Income                                        |  |                    | 22,217    |   |                     |   | 7,319     |                     | 
|                                                       |  |                    |           |   |                     |   |           |                     | 
|Net Loss                                               |  | $                  | (614,812  | ) |                     | $ | (89,956   | )                   | 
|                                                       |  |                    |           |   |                     |   |           |                     | 
|Weighted average shares outstanding, basic and diluted |  |                    | 3,825,660 |   |                     |   | 3,363,742 |                     | 
|                                                       |  |                    |           |   |                     |   |           |                     | 
|Basic and diluted net loss per share                   |  | $                  | (0.16     | ) |                     | $ | (0.03     | )                   | 



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



7







Universal Business Payment Solutions
Acquisition Corporation

(A Company in the Development Stage)

CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY



For the Period from November 12, 2010
(Inception) to September 30, 2011 and

For the twelve months ended September
30, 2012



|                                                                                                                                     |  |              |             |   |         |   |         | Additional  |  |   |               |   |  |        |         
|------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ----------- | - | ------- | - | ------- | ----------- |  | - | ------------- | - |  | ------ | --------
|                                                                                                                                     |  | Common Stock |             |   | Paid-In |   |         | Accumulated |  |   | Shareholder's |  
|                                                                                                                                     |  | Shares       |             |   | Amount  |   |         | Capital     |  |   | Deficit       |   |  | Equity |         
|                                                                                                                                     |  |              |             |   | (1) (2) |   |         |             |  |   |               |   |  |        |         
|Common stock issued November 10, 2010 (Inception) at $0.00839 per share for cash (1)                                                 |  |              | 3,000,000   |   |         | $ | 3,000   |             |  | $ | 22,000        |   |  |        |         
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Proceeds from issuance of Warrant Offering Warrants on May 13, 2011 at $0.50 per warrant for cash                                    |  |              |             |   |         |   |         |             |  |   | 3,480,000     |   |  |        |         
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Sale of 12,000,000 Units on May 13, 2011 at $6.00 per Unit, net underwriter's discount of $2,160,000 for cash and net offering cost. |  |              | 12,000,000  |   |         |   | 12,000  |             |  |   | 69,354,994    |   |  |        |         
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Net proceeds subject to possible redemption (11,171,999 shares at redemption value)                                                  |  |              | (11,171,999 | ) |         |   | (11,172 | )           |  |   | (67,691,142   | ) |  |        |         
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Proceeds from issuance of UPO on May 13, 2011 for cash                                                                               |  |              |             |   |         |   |         |             |  |   | 100           |   |  |        |         
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Repurchase of 658,000 units at $5.75 per Unit in accordance with Company's Share Repurchase Plan                                     |  |              | (658,000    | ) |         |   | (658    | )           |  |   | (3,796,024    | ) |  |        |         
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Reduction of net proceeds subject to possible redemption (2)                                                                         |  |              | 655,708     |   |         |   | 656     |             |  |   | 3,796,026     |   |  |        |         
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Net Loss                                                                                                                             |  |              |             |   |         |   |         |             |  |   |               |   |  |        | (89,956 
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Balance at September 30, 2011                                                                                                        |  |              | 3,825,709   |   |         |   | 3,826   |             |  |   | 5,165,954     |   |  |        | (89,956 
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Repurchase of 22,307 units at $5.75 per Unit in accordance with Company's Share Repurchase Plan                                      |  |              | (22,307     | ) |         |   | (22     | )           |  |   | (128,689      | ) |  |        |         
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Reduction of net proceeds subject to possible redemption (2)                                                                         |  |              | 22,224      |   |         |   | 22      |             |  |   | 128,689       |   |  |        |         
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Net Loss                                                                                                                             |  |              |             |   |         |   |         |             |  |   |               |   |  |        | (614,812
|                                                                                                                                     |  |              |             |   |         |   |         |             |  |   |               |   |  |        |         
|Balance at September 30, 2012                                                                                                        |  |              | 3,825,626   |   |         | $ | 3,826   |             |  | $ | 5,165,954     |   |  | $      | (704,768



| | (1) | Reflects the cancellation of 450,000 shares of common
stock that were forfeited on June 27,2011 by the initial stockholders upon the underwriter's election not to exercise their over-allotment
option (Notes 3 and 8).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | As a result of repurchases of shares of common stock
through September 30, 2012, in connection with the Share Repurchase Plan (Note 1) aggregate shares of common stock subject to
possible redemption are 10,494,067.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



8







Universal Business Payment Solutions Acquisition Corporation

(A Company in the Development Stage)

CONSOLIDATED STATEMENTS OF CHANGES IN
CASH FLOWS



|                                                                                                |  |                    |          |   | For the Period      |   |             | For the Period      | 
|----------------------------------------------------------------------------------------------- |  | ------------------ | -------- | - | ------------------- | - | ----------- | ------------------- | 
|                                                                                                |  | For the Twelve     |          |   | November 12, 2010   |   |             | November 12, 2010   | 
|                                                                                                |  | Months Ended       |          |   | (Inception) through |   |             | (Inception) through | 
|Operating Activities                                                                            |  | September 30, 2012 |          |   | September 30, 2011  |   |             | September 30, 2012  | 
|Net loss                                                                                        |  | $                  | (614,812 | ) |                     | $ | (89,956     | )                   | 
|Adjustments to reconcile net loss to net cash provided by operating activities                  |  |                    |          |   |                     |   |             |                     | 
|Change in operating assets and liabilities                                                      |  |                    |          |   |                     |   |             |                     | 
|Accrued expense                                                                                 |  |                    | 243,600  |   |                     |   | 14,272      |                     | 
|Net cash used in operating activities                                                           |  |                    | (371,212 | ) |                     |   | (75,684     | )                   | 
|                                                                                                |  |                    |          |   |                     |   |             |                     | 
|Investing Activities                                                                            |  |                    |          |   |                     |   |             |                     | 
|Investment in restricted cash and cash equivalents                                              |  |                    | (9,217   | ) |                     |   | (72,727,289 | )                   | 
|Amounts released from restricted cash and cash equivalents to repurchase shares of common stock |  |                    | 128,711  |   |                     |   | 3,796,682   |                     | 
|Net cash provided by (used in) investing activities                                             |  |                    | 119,494  |   |                     |   | (68,930,607 | )                   | 
|                                                                                                |  |                    |          |   |                     |   |             |                     | 
|Financing Activities                                                                            |  |                    |          |   |                     |   |             |                     | 
|Proceeds from sale of common stock to initial shareholders                                      |  |                    | -        |   |                     |   | 25,000      |                     | 
|Proceeds from note payable to affiliate                                                         |  |                    | 335,000  |   |                     |   | 125,000     |                     | 
|Repayment of note payable to affiliate                                                          |  |                    | -        |   |                     |   | (125,000    | )                   | 
|Proceeds from public offering                                                                   |  |                    | -        |   |                     |   | 72,000,000  |                     | 
|Proceeds from issuance of warrants                                                              |  |                    | -        |   |                     |   | 3,480,000   |                     | 
|Proceeds from sale of unit purchase option                                                      |  |                    | -        |   |                     |   | 100         |                     | 
|Repurchase of Common Stock                                                                      |  |                    | (128,711 | ) |                     |   | (3,796,682  | )                   | 
|Payment of offering costs                                                                       |  |                    | -        |   |                     |   | (2,633,006  | )                   | 
|Net cash provided by financing activities                                                       |  |                    | 206,289  |   |                     |   | 69,075,412  |                     | 
|                                                                                                |  |                    |          |   |                     |   |             |                     | 
|Net (decrease) increase in cash and cash equivalents                                            |  |                    | (45,429  | ) |                     |   | 69,121      |                     | 
|                                                                                                |  |                    |          |   |                     |   |             |                     | 
|Cash and cash equivalents, beginning                                                            |  |                    | 69,121   |   |                     |   | -           |                     | 
|Cash and cash equivalents, ending                                                               |  | $                  | 23,692   |   |                     | $ | 69,121      |                     | 



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



9







UNIVERSAL BUSINESS PAYMENT SOLUTIONS
ACQUISITION CORPORATION

(A Company in the Development Stage)

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2012



Note 1—Organization, Business Operations and Liquidity



Universal Business Payment Solutions Acquisition Corporation
(the “Company”) was incorporated in Delaware on November 12, 2010 as a blank check company whose objective is to acquire,
through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or other
similar business combination, one or more operating businesses (a “Business Combination”).





JP Merger Sub, LLC; Enzo Merger Sub, Inc.
and ADC Merger Sub, Inc. were formed in Delaware on June 25, 2012 for the purposes of the transaction more fully described in Note
10 – Subsequent Events.





The accompanying financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to
the accounting and disclosure rules and regulations of the United States Securities and Exchange Commission (“SEC”).



On May 13, 2011 the Company completed its initial public offering
of shares of its common stock (the “Offering”). All activity prior to May 13, 2011 relates to the Company’s formation
and Public Offering described below. All activity from May 13, 2011 through September 30, 2012 relates to the Company’s activities
in seeking a Business Combination.



The Company is considered to be a development stage company
and as such, its financial statements are prepared in accordance with the Accounting Standards Codification (‘‘ASC’’)
Topic 915 ‘‘Development Stage Entities.’’ The Company is subject to all of the risks associated with development
stage companies. On December 28, 2012, the Company completed a Business Combination, and is no longer in the Development Stage.



The registration statement relating to the Offering was declared
effective on May 9, 2011. The Company consummated the Offering on May 13, 2011 and received proceeds net of transaction costs of
$69,366,994 which is discussed in Note 3 (“Public Offering”) and $3,480,000 from the private placement of warrants
to the initial stockholders of the Company and the underwriters of the Offering (“Insider Warrants”) which is described
in Note 4 (“Insider Warrants”). The Company’s management had broad discretion with respect to the specific application
of the net proceeds of the Offering and Insider Warrants, although substantially all of the net proceeds are intended to be generally
applied toward consummating a Business Combination. The Company’s initial Business Combination must be with a target business
whose collective fair value is at least equal to 80% of the balance in the Trust Account (as defined herein) at the time of the
execution of a definitive agreement for such Business Combination.. An amount of $72,720,000 (including the $3,480,000 of proceeds
from the sale of Insider Warrants) was placed in a trust account (‘‘Trust Account’’) for the benefit of
the Company and invested in United States treasuries having a maturity of 180 days or less until the earlier of (i) the consummation
of the Company’s first Business Combination, (ii) the Company’s failure to consummate a Business Combination within
the prescribed time and (iii) such time as the Company’s common stock (the “Common Stock”) traded at or below
$5.75 per share, subject to certain criteria discussed below. In the event that the Common Stock trades at or below $5.75 per share,
there would be released to the Company from the Trust Account amounts necessary for the Company to purchase up to an average of
$1,900,000 worth of shares each month up to an aggregate amount of 50% of the shares sold in the Offering (or 6,000,000 shares).
Such purchases were eligible to commence on July 10, 2011 pursuant to a share repurchase plan entered into between the Company
and Morgan Stanley & Co. Incorporated. The share repurchase plan between the Company and Morgan Stanley & Co. Incorporated
was terminated by mutual agreement of the parties on August 8, 2011 and a new share repurchase plan was simultaneously entered
into between the Company and Ladenberg Thalmann (the “Share Repurchase Plan”). The Share Repurchase Plan was terminated
on May 18, 2012. Purchases under the Share Repurchase Plan were made only in open market transactions pursuant to the Share Repurchase
Plan which required the Company to maintain a limit order for the shares at $5.75 per share during the purchase period. All shares
purchased by the Company were cancelled and resumed the status of authorized but unissued shares of the Company. As of September
30, 2012, a total of 680,307 shares had been repurchased at a cost of $3,925,393 under the Share Repurchase Plan. The placing of
funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek
to have all vendors, prospective target businesses or other entities it engages, execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will
execute such agreements.



10







The Company’s Chief Executive Officer agreed that he will
be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target
businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold
to the Company. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting
due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned
on the Trust Account balance may be released to the Company to fund working capital requirements as well as for any amounts that
are necessary to pay the Company’s tax obligations.



The Company, after signing a definitive agreement for the acquisition
of a target business, was required to provide stockholders who acquired shares in the Offering (“Public Stockholders”)
with the opportunity to redeem their shares of common stock for a pro rata interest in the Trust Account. In the event that stockholders
owning 93.1% (87.5% as adjusted for repurchases through September 30, 2012) or more of the shares sold in the Offering exercised
their redemption rights (the “Redemption Threshold”) described below or are sold to the Company for cancellation, the
Business Combination would not be consummated. All of the Company’s stockholders prior to the Offering, including all of
the officers and directors of the Company (“Initial Stockholders”), have waived any redemption rights they may have
in connection with a Business Combination.



With respect to a Business Combination which is consummated,
Public Stockholders can demand that the Company redeem their shares of common stock for a full pro rata interest in the Trust Account
(initially $6.06 per share and approximately $6.08 per share at September 30, 2012). Accordingly, Public Stockholders holding up
to one share less than 93.1% (87.5% as adjusted for repurchases through September 30, 2012) of the aggregate number of shares owned
by all Public Stockholders or 10,494,967 shares may seek redemption of their shares in the event of a Business Combination. Notwithstanding
the foregoing, the Restated Certificate of Incorporation of the Company provided that a Public Stockholder, together with any affiliate
or other person with whom such Public Stockholder is acting in concert or as a “group” (within the meaning of Section
13 of the Securities Exchange Act of 1934, as amended), will be restricted from seeking redemption with respect to an aggregate
of more than 10% of the shares sold in the Offering (but only with respect to the amount over 10% of the shares sold in the Offering).
A “group” will be deemed to exist if Public Stockholders (i) file a Schedule 13D or 13G indicating the presence of
a group or (ii) acknowledge to the Company that they are acting, or intend to act, as a group.



If the Company had not completed a Business Combination by February
9, 2013, the Company would have been required to liquidate and distribute its remaining assets, including the Trust Account, to
the Public Stockholders and its corporate existence would cease except for the purpose of winding up its affairs.



On July 6, 2012, the Company entered into three definitive agreements
(the “Acquisition Agreements”) to acquire the following three companies: (i) JetPay, LLC, a Texas limited liability
company (“JetPay”) and certain affiliated entities; (ii) Francis David Corporation (d/b/a/ Electronic Merchant Systems),
an Ohio corporation (“EMS”) and certain affiliated entities; and (iii) AD Computer Corporation, a Pennsylvania corporation
(“ADC”) and certain affiliated entities. The Company’s board of directors approved each of the agreements and
the transactions contemplated thereby (collectively, the “Completed Transactions”). On August 10, 2012, the Company
entered into amendments with respect to the definitive agreements for the Completed Transactions. On December 11, 2012, the Company,
Enzo Merger Sub, Inc. and the Francis David Corporation d/b/a Electronic Merchant Systems mutually agreed to terminate that certain
Agreement and Plan of Merger, dated as of July 6, 2012, among the Company, Enzo Merger Sub, Inc., EMS, the stockholders of EMS
and James Weiland, as Representative. As a result, the Company is no longer pursing a transaction with EMS. The transactions with
JetPay and ADC were consummated on December 28, 2012. A description of the Acquisition Agreements relating thereto and the transactions
consummated thereby, is set forth below in Note 10.



11







In order to fund its working capital requirements, the Company
expects that the historic cash flow of the acquired companies will provide sufficient liquidity to meet its current operating requirements.
The Company believes that the investments made by JetPay and ADC in their technology, infrastructure, and sales staff will generate
cash flows sufficient to cover our working capital needs and other ongoing needs for capital. The Company’s cash requirements
include funding salespeople, paying interest expense and other operating expenses, including taxes, investing in our technology
infrastructure, and making acquisitions of businesses or assets.



The Company expects to fund its cash needs primarily with cash
flow from its operating activities. The Company believes that its current cash balances and cash generated from operations will
provide sufficient liquidity to meet its anticipated needs for operating capital for at least the next twelve months. To fund and
integrate future acquisitions and new business initiatives, the Company may need to raise additional capital through loans or additional
investments from its stockholders, officers, directors, or third parties. There is no assurance that new financing will be available
on commercially acceptable terms, if at all.



Note 2—Significant Accounting Policies





Principals of Consolidation



The consolidated financial statements include
the accounts of Universal Business Payment Solutions Acquisition Corporation and its wholly owned subsidiaries JP Merger Sub, LLC,
Enzo Merger Sub, Inc. and ADC Merger Sub, Inc. All significant inter-company transactions
and balances have been eliminated in consolidation.









Cash and cash equivalents



The Company considers all short-term investments with a maturity
of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured
or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major
financial institutions.



Restricted cash and cash equivalents held in trust account



The amounts held in the Trust Account represent substantially
all of the proceeds of the Offering and are classified as restricted assets since such amounts can only be used by the Company
in connection with the consummation of a Business Combination or to repurchase shares.



Loss per share



Loss per share is computed by dividing net loss by the weighted-average
number of shares of common stock outstanding during the period. 10,494,067 and 10,513,974 shares of common stock, subject to possible
redemption at September 30, 2012 and 2011, respectively, have been excluded from the calculation of basic loss per share since
such shares, if redeemed, only participate in their pro rata share of the earnings on the Trust Account. Loss per share assuming
dilution would give effective to dilutive options, warrants and other potential common shares outstanding during the period. The
Company has not considered the effect of warrants to purchase 18,960,000 shares of common stock or the effect of the unit purchase
option in the calculation of diluted loss per share, since the exercise of the warrants and the unit purchase are contingent upon
the occurrence of future events.



Use of estimates



The preparation of financial statements in conformity with US
GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets or liabilities at the date of the financial statements and the reported amounts of expenses during the reporting
period. Actual results could differ from those estimates.



Securities held in Trust Account



At September 30, 2012, investment securities consisted of United
States Treasury securities. The Company classified its securities as held-to-maturity in accordance with ASC 320 “Investments
- Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent
to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or
accretion of premiums or discounts.



12







A decline in the market value of held-to-maturity securities
below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’
fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an
impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a
market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to
the contrary.



Premiums and discounts are amortized or accreted over the life
of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion
is included in the “interest income” line item in the statements of operations. Interest income is recognized when
earned.



Fair value measurements



Fair value is defined as an exit price, representing the amount
that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants.
Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing
an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows:



| | ● | Level 1. Observable inputs such as quoted prices in active markets;                                                
| | - | -------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                    
| | ● | Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and



| | ● | Level 3. Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



Assets and liabilities measured at fair value are based on one
or more of three valuation techniques identified in the tables below. The valuation techniques are as follows:



| | (a). | Market approach. Prices and other relevant information generated
        by market transactions involving identical or comparable assets or liabilities;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                         
| | (b). | Cost approach. Amount that would be required to replace the service capacity of an asset (replacement cost); and                                        



| | (c). | Income approach. Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models).
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Assets Measured at Fair Value on a Recurring Basis



|                                                           |  | September |            |  | Quoted Prices in Active Markets |   |            | Significant Other Observable Inputs |  |   | Significant Unobservable Inputs | 
|---------------------------------------------------------- |  | --------- | ---------- |  | ------------------------------- | - | ---------- | ----------------------------------- |  | - | ------------------------------- | 
|                                                           |  | 30, 2012  |            |  | (Level 1)                       |   |            | (Level 2)                           |  |   | (Level 3)                       | 
|Restricted cash and cash equivalents held in trust account |  | $         | 68,811,113 |  |                                 | $ | 68,811,113 |                                     |  | $ | -                               | 



Common stock subject to possible redemption



The Company accounts for its common stock subject to possible
redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock
subject to mandatory redemption (if any) is classified as liability instruments and is measured at fair value. Conditionally redeemable
common stock (including common stock that features redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary
equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features
certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence
of uncertain future events. Accordingly at September 30, 2012, the common stock subject to possible redemption is presented as
temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.



13







Income taxes



The Company accounts for income taxes under ASC 740 Income Taxes
(‘‘ASC 740’’). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected
impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax
benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established
when it is more likely than not that all or a portion of deferred tax assets will not be realized.



ASC 740 also clarifies the accounting for uncertainty in income
taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for
financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also
provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions.
Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring
recognition in the Company’s financial statements. The evaluation was performed for the 2010 and 2011 tax years, which will
be the only periods subject to examination. The Company believes that its income tax positions and deductions would be sustained
on audit and does not anticipate any adjustments that would result in a material changes to its financial position.



The Company’s policy for recording interest and penalties
associated with audits is to record such interest and penalties as a component of income tax expense. There were no amounts accrued
for penalties or interest as of or during the period from November 12, 2010 (inception) through September 30, 2012. Management
is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from
its position.



Recent Accounting Pronouncements



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



Subsequent Events



Management evaluates events that have occurred after the balance
sheet date but before the financial statements are issued. Based upon the review, Management did not identify any recognized or
non-recognized subsequent events, other than those discussed in Note 10–Subsequent Events, that would have required adjustment
or disclosure in the financial statements (See Note 10–Subsequent Events).



Note 3—Public Offering



On May 13, 2011 the Company sold 12,000,000 units (“Units”)
at a price of $6.00 per unit in the Offering. Each unit consists of one share of the Company’s common stock, par value $0.001,
and one warrant (“Warrants”). Each Warrant entitled the holder to purchase one share of the Company’s common
stock at a price of $6.90 commencing on the later of the Company’s completion of a Business Combination and May 9, 2012 and
was to expire on the earlier of (i) five years from the completion of a Business Combination, (ii) the liquidation of the Trust
Account if the Company has not completed a business combination within the required time period or (iii) earlier redemption of
the Warrant. All of the Warrants were exchanged on December 28, 2012 such that each Warrant holder received .1333 shares of the
common stock of the Company for each Warrant.. In accordance with the warrant agreement relating to the Warrants sold and issued
in the Offering, the Company was only required to use its best efforts to maintain the effectiveness of the registration statement
covering the Warrants. The Company was not obligated to deliver securities, and there were no contractual penalties for failure
to deliver securities, if a registration statement was not effective at the time of exercise. Additionally, in the event that a
registration statement was not effective at the time of exercise, the holder of such Warrant was not entitled to exercise such
Warrant and in no event (whether in the case of a registration statement not being effective or otherwise) was the Company be required
to net cash settle the Warrant exercise.



14







The Company paid the underwriters of the Offering an underwriting
discount of 3.0% of the gross proceeds of the Offering ($2,160,000). The Company also issued a unit purchase option, for $100,
to EarlyBirdCapital, Inc. (“EBC”) or its designees to purchase 600,000 units at an exercise price of $6.60 per unit.
The units issuable upon exercise of this option are identical to the units sold in the Offering, with the exception of containing
a provision for cashless exercise by EBC. The Company has accounted for the fair value of the unit purchase option, inclusive of
the receipt of the $100 cash payment, as an expense of the Offering resulting in a charge directly to stockholders’ equity.
The Company estimates that the fair value of this unit purchase option is approximately $1,053,551 (or $1.76 per unit) using a
Black-Scholes option-pricing model. The fair value of the unit purchase option granted to EBC is estimated as of the date of grant
using the following assumptions: (1) expected volatility of 35.0%, (2) risk-free interest rate of 2.07% and (3) expected life of
five years. The unit purchase option may be exercised for cash or on a “cashless” basis, at the holder’s option
(except in the case of a forced cashless exercise upon the Company’s redemption of the Warrants, as described above), such
that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit
purchase option and the underlying Warrants and the market price of the Units and underlying shares of common stock) to exercise
the unit purchase option without the payment of any cash. The Company will have no obligation to net cash settle the exercise of
the unit purchase option or the Warrants underlying the unit purchase option. The holder of the unit purchase option will not be
entitled to exercise the unit purchase option or the Warrants underlying the unit purchase option unless a registration statement
covering the securities underlying the unit purchase option is effective or an exemption from registration is available. If the
holder is unable to exercise the unit purchase option or underlying Warrants, the unit purchase option or Warrants, as applicable,
will expire worthless.



Note 4—Insider Warrants



Simultaneously with the Offering, certain of the Initial Stockholders
and the underwriters of the Offering purchased 6,960,000 Insider Warrants at $0.50 per warrant (for an aggregate purchase price
of $3,480,000) from the Company. All of the proceeds received from these purchases were placed in the Trust Account. The Insider
Warrants were identical to the warrants underlying the Units sold in the Offering except that: (i) the Insider Warrants were purchased
pursuant to an exemption from the registration requirements of the Securities Act, (ii) the Insider Warrants were non-redeemable
and (iii) the Insider Warrants were exercisable on a ‘‘cashless’’ basis, in each case, if held by the initial
holders or permitted assigns. All of the Warrants were exchanged on December 28, 2012 such that each Warrant holder received .1333
shares of common stock of the Company for each Warrant.



The Initial Stockholders are entitled to registration rights
with respect to their founding shares. The holders of the majority of the founding shares are entitled to demand that the Company
register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination.
The holders of the Insider Warrants (or underlying shares of common stock) were entitled to demand that the Company register these
securities at any time after the Company consummates a Business Combination. Pursuant to the terms of the unit purchase option,
the holders of the unit purchase option will be entitled to registration rights with respect to the securities. In addition, the
Initial Stockholders and holders of the Insider Warrants (or underlying shares of common stock) have certain “piggy-back”
registration rights on registration statements filed after the Company’s consummation of a Business Combination.



Note 5—Investment in Trust Account



Subsequent to the Offering, the net proceeds of the Offering
totaling $72,720,000 were deposited into an interest-bearing trust account and invested only in United States “government
securities” (within the meaning of Section 2(a)(16) of the Investment Company Act of 1940) having a maturity of 180 days
or less until the earlier of either (i) the consummation of a Business Combination or (ii) liquidation of the Company.



15







As of September 30, 2011, investment securities in the Company’s
Trust Account consisted of $10,000,000 in United States Treasury Bills and $58,811,113 in a “held as cash” account.
The Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320,
“Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company
has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying
balance sheets and adjusted for the amortization or accretion of premiums or discounts. The carrying amount, excluding accrued
interest income, gross unrealized holding gains and fair value of held-to-maturity securities at September 30, 2012 are as follows:



|                                          |  | Carrying Amount |            |  | Unrealized Holding Gains |   |   | Fair Value | 
|----------------------------------------- |  | --------------- | ---------- |  | ------------------------ | - | - | ---------- | 
|Held-to-Maturity U.S. Treasury Securities |  | $               | 10,000,000 |  |                          | $ | - |            | 



Note 6—Notes Payable to Stockholders



From December 6, 2010 through August 20, 2012, the Company issued
a series of principal amount unsecured promissory notes to UBPS Services, LLC, an entity controlled by Mr. Shah totaling $335,000.
These notes were non-interest bearing and were paid upon consummation of the Completed Transactions.



Note 7—Commitments



The Company granted the underwriters of the Offering a 45 day
option to purchase up to an additional 1,800,000 Units to cover over-allotments, if any. The underwriters elected not to exercise
the over-allotment option and the over-allotment option expired on June 27, 2011.



The Company presently occupies office space provided by an affiliate
of the Company’s Chairman and Chief Executive Officer. Such affiliate has agreed that, until the Company consummates a Business
Combination, it will make such office space as well as certain office and secretarial services available to the Company, as may
be required by the Company from time to time. The Company has agreed to pay such affiliate an aggregate of $7,500 per month for
such services commencing on May 9, 2011. Payments made under this agreement amounted to $437,500 and $90,000 for the fiscal years
ended September 30, 2011and September 30, 2012 respectively. Upon consummation of the Completed Transactions, this arrangement
was terminated.



The Company has engaged EBC on a non-exclusive basis to act
as its advisor and investment banker in connection with its initial Business Combination. EBC will provide the Company with assistance
in negotiating and structuring the terms of its initial Business Combination. The Company will pay EBC a cash fee of $2,070,000
for such services upon the consummation of its initial Business Combination.



Note 8— Income Taxes



The Company’s deferred tax assets are as follows at September
30, 2012 and 2011:



|                                 |  | 2012 |          |   | 2011 |  
|-------------------------------- |  | ---- | -------- | - | ---- | -
|Net operating loss carryforwards |  | $    | 249,106  |   |      | $
|Total deferred tax assets        |  | $    | 249,106  |   |      | $
|Less: valuation allowance        |  |      | (249,106 | ) |      |  
|Net deferred tax assets          |  |      | -        |   |      |  



16







The Company has a net operating loss of approximately $623,000
that expires at various times through 2032. The ultimate realization of the net operating loss is dependent upon future taxable
income, if any, of the Company and may be limited in any one period by alternative minimum tax rules. Although management believes
that the Company will have sufficient future taxable income to absorb the $622,965 net loss carryovers before the expiration of
the carryover period, there may be circumstances beyond the Company’s control that limit such utilization. Accordingly, management
has determined that a full valuation allowance of the deferred tax asset is appropriate as of September 30, 2012.



Internal Revenue Code Section 382 imposes limitations on the
use of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders owning more than 5%
of the Company’s outstanding capital stock) has increased on a cumulative basis more than 50 percentage points within a period
of two years. Management cannot control the ownership changes occurring as a result of public trading of the Company’s Common
Stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of
the use of the loss carryover.



The Company increased the valuation allowance from $35,982 at
September 30, 2011 to $249,106 at September 30, 2012, which fully offset the deferred tax asset of $249,106. The deferred tax asset
results from applying an effective combined federal and state tax rate of 40% to the net operating losses of approximately $623,000.
Effective tax rates differ from statutory rates.



A reconciliation of the statutory tax rate to the Company’s
effective tax rate as of September 30, 2011 and 2012 is as follows:



|                                      |  | 2012 |       |    | 2011 | 
|------------------------------------- |  | ---- | ----- | -- | ---- | 
|Tax benefit at federal statutory rate |  |      | (34.0 | )% |      | 
|State income tax                      |  |      | (6.0  | )% |      | 
|Other Permanent Differences           |  |      | 5.3   | %  |      | 
|Increase in valuation allowance       |  |      | (34.7 | )% |      | 
|Effective income tax rate             |  |      | -%    |    |      | 



Note 9—Shareholders’ Equity



Preferred Stock



The Company is authorized to issue 1,000,000 shares of preferred
stock with a par value of $0.001 per share with such designation, rights and preferences as may be determined from time to time
by the Company’s board of directors.



As of September 30, 2012, there are no shares of preferred stock
issued or outstanding.



Common Stock



The Company is authorized to issue 100,000,000 shares of common
stock with a par value of $0.001 per share.



In connection with the organization of the Company, on December
6, 2010, a total of 3,450,000 shares of the Company’s shares of common stock were sold to the Initial Stockholders at a price
of $0.00725 per share for an aggregate of $25,000.



On August 10, 2011, the Company repurchased
329,000 shares of its common stock under the Share Repurchase Plan, and on September 1, 6, and 12, 2011, the Company repurchased
an additional 329,000 shares in aggregate. On October 27, 2011 the Company repurchased an additional 2,328 shares, and the
Company repurchased an additional 19,979 shares on March 14, 2012. All such shares were purchased at
the price of $5.75 per share in accordance with the Share Repurchase Plan. A total of $3,925,393 was withdrawn from the Company’s
trust account to complete such repurchases. The repurchased shares were subsequently cancelled.



17







As of September 30, 2012, 14,319,693 shares of common stock
were issued and outstanding, following the cancellation of 450,000 shares which were forfeited by the Initial Shareholders upon
the underwriters’ election not to exercise their over-allotment option; and the repurchase and subsequent cancellation of
658,000 shares under the Company’s Share Repurchase Plan. In addition, 750,000 of such shares are subject to forfeiture in
the event that the Company does not satisfy the conditions required to redeem any outstanding Warrants as described in Note 3.



Note 10—Subsequent Events



The Company issued a series of unsecured promissory notes to
UBPS Services, LLC, an entity controlled by one of the Initial Stockholders, Bipin Shah on October 9, November 13, November 28
and December 6, 2012 in the amounts of $7,000, $15,000, $29,380, and $4,500 respectively. These notes were non-interest bearing
and were paid upon consummation of the Completed Transactions.



On December 28, 2012, pursuant to the ADC
Agreement and the JetPay Agreement, ADC Merger Sub and JetPay Merger Submerged with and into ADC and JetPay, respectively, with
ADC and JetPay surviving such mergers. In connection with the closing, the Company caused $16 million in cash to be delivered to
the stockholders of ADC and approximately $6.8 million to WLES, L.P., JetPay’s sole member. Additionally, the Company issued
1 million shares of Common Stock to the stockholders of ADC and 3,666,667 shares of Common Stock to WLES, L.P., 3,333,333 of which
was deposited in an escrow account to secure the obligations of WLES, L.P. under the JetPay Agreement.



In order to finance a portion of the proceeds
payable in the Completed Transactions, on December 28, 2012, the Company entered into a Secured Convertible Note Agreement (the
“Note Agreement”) with Special Opportunities Fund, Inc., R8 Capital Partners, LLC, Bulldog Investors General Partnership,
Ira Lubert, Mendota Insurance Company and American Services Insurance Company, Inc. (collectively, the “Note Investors”)pursuant
to which, the Company issued $10 million in promissory notes secured by 50% of the Company’s ownership interest in JetPay.
In connection with the Note Agreement, the Company entered into separate Secured Convertible Promissory Notes with each of the
Note Investors (the “Notes”). Amounts outstanding under the Notes will accrue interest at a rate of 12% per annum.
The Notes mature on December 31, 2014. The Notes are not prepayable.



Pursuant to the Notes, the Note Investors
will be entitled to convert all or any amounts outstanding under the Notes into shares of Common Stock at a conversion price of
$5.15 per share, subject to certain adjustments.



In connection with the Note Agreement,
the Company entered into Registration Rights Agreements on December 28, 2012 with each of the Note Investors, pursuant to which
the Company agreed to provide registration rights with respect to the common shares issuable upon conversion whereby the Note Investors
would be entitled up to three “demand” registration requests and unlimited “piggyback” registration requests.
To the extent a registration for the shares has not been declared effective by June 30, 2013, the conversion price will be reduced
by $0.15 per share with additional reductions of $0.05 per share for every 30 day delay thereafter until a registration has been
declared effective.



In connection with the Notes, certain stockholders
of the Company agreed to transfer 832,698 shares of Common Stock that they acquired prior to Public Offering to certain of the
Note Investors. Such shares were previously held in an escrow account established at the time of the Public Offering pursuant to
Stock Escrow Agreements, each dated as of May 13, 2011, among each such stockholder, the Company and Continental Stock Transfer
& Trust Company. Following the proposed transfers, such shares will no longer be held in escrow. As part of such share issuance,
the Company entered into Registration Rights Agreements, dated as of December 28, 2012, with such investors which entitle such
investors to up to three “demand” registration requests and unlimited “piggyback” registration requests.



As partial consideration for Mr. Lubert
to enter into the Note Agreement, the Company agreed, pursuant to the Stock Escrow Termination Agreement, dated as of December
28, 2012, to terminate the Stock Escrow Agreement, dated as of May 13, 2011, among Mr. Lubert, the Company and Continental Stock
Transfer & Trust Company, with respect to 826,000 common shares.



18







In order to finance the Completed Transactions, on December
28, 2012, the Company also entered into an Amendment, Guarantee and Waiver Agreement (the “Assumption Agreement”) with
JetPay and Ten Lords Ltd. Pursuant to the Assumption Agreement, the Company agreed to guarantee JetPay’s obligations with
respect to an existing loan agreement between JetPay, Ten Lords, Ltd. and Providence Interactive Capital, LLC (collectively, the
“Payees”). JetPay also agreed to compensate the Payees for any negative tax consequences as a result of the existing
note remaining outstanding after December 31, 2012. Amounts outstanding under the loan will be convertible at the holders’
option into shares of Common Stock at a conversion price of $6.00 per share, unless JetPay is in default under the loan agreement,
in which case, amounts outstanding under the loan agreement can be converted at the lower of (i) $6.00 per share and (ii) the average
trading price of shares of Common Stock for the ten trading days prior to the delivery of notice requesting such conversion. JetPay
also agreed to increase the interest rate on amounts outstanding under the loan to 9.5% for the first 180 days after the execution
of the Assumption Agreement and 13.5% thereafter.



In exchange, Ten Lords Ltd agreed to consent to the transactions
contemplated by the JetPay Agreement. JetPay was obligated to pay any amounts still outstanding on the existing loan in excess
of $6 million upon closing of the transactions contemplated by the JetPay Agreement. All amounts outstanding under the loan agreement
must be repaid within one year.



On December 28, 2012, ADC and Payroll Tax Filing Services, Inc.
(“PTFS”, together with ADC, the “Borrowers”), as borrowers, entered into a Loan and Security Agreement
(the “Loan and Security Agreement”) with Metro Bank as the lender for a term loan with a principal amount of $9,000,000.
Amounts outstanding under the notes will accrue interest at a rate of 4% per annum. The loan matures on December 28, 2019 and amortizes
over the course of the loan in equal monthly installments.



The loans are guaranteed by the Company and are secured by all
assets of ADC and PTFS, as well as a pledge by the Company of its ownership of ADC. The Loan and Security Agreement contains affirmative
and negative covenants, including limitations on the incurrence of indebtedness, liens, transactions with affiliates and other
customary restrictions for loans of this type and size. The Borrowers are also subject to financial covenants related to their
debt coverage ratio and total leverage ratio during the term of the loan. The loans may be prepaid at the option of the Borrowers
without any premium or penalty and are subject to mandatory prepayments upon certain asset sales, casualty events, the incurrence
of indebtedness and issuance of capital stock.



In order to use the proceeds of the Loan and Security Agreement
to fund a portion of the proceeds due pursuant to the ADC Agreement, on December 28, 2012, the Company executed a promissory note
(the “Intercompany Note”) in favor of ADC in the amount of $9 million. All principal and interest is due on December
28, 2020. Interest accrues on amounts due on the Intercompany Note at the Applicable Federal Rate as required by Section 7872(f)(2)(B)
of the Internal Revenue Code. The Intercompany Note is prepayable in full or in part at any time without penalty.



In connection with the closing of the transactions contemplated
by the JetPay Agreement, the Company entered into a Note and Indemnity Side Agreement with JP Merger Sub, LLC, WLES, L.P. and Trent
Voigt (the “Note and Indemnity Side Agreement”) dated as of December 28, 2012. Pursuant to the Note and Indemnity Side
Agreement, the Company agreed to issue a promissory note in the amount of $2,331,369 in favor of WLES, L.P. Interest accrues on
amounts due under the note at a rate of 5% per annum. The note is due in full on December 31, 2017. The note can be prepaid in
full or in part at any time without penalty. As partial consideration for offering the note, the Company and JP Merger Sub, LLC
agreed to waive certain specified indemnity claims against WLES, L.P. and Mr. Voigt to the extent the losses under such claims
do not exceed $2,331,369



On December 28, 2012, the Company entered into the Warrant Termination
Agreement (the “Warrant Termination Agreement”) with Continental Stock Transfer & Trust Company. The Warrant Termination
Agreement was entered into in connection with the approval of the warrant proposal, set forth in the Definitive Proxy Statement
filed with SEC on November 13, 2012, on December 11, 2012 at a meeting of our warrantholders, which such approval was disclosed
by the Company in a Current Report Form 8-K filed with the SEC on December 12, 2012. In connection with Warrant Termination Agreement
and the approval of the warrant proposal, each issued and outstanding warrant will be converted into .1333 shares of the Company’s
common stock. The holders have the right to demand that the Company register the shares from the Warrant Exchange within 60 days
following the effective date of the Exchange.





19







Unaudited Pro Forma Financial Information



The following information includes unaudited summary financial
information as if the Business Combination had occurred at the beginning of the fiscal year ended September 30, 2012 (Balance Sheet)
and December 31, 2011 (Statement of Operations), as the information for the year ended December 31, 2012 is not yet available.



UNIVERSAL BUSINESS PAYMENTS SOLUTIONS ACQUISITION
CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE
SHEET

September 30, 2012



|                                          |  | As of         |            
|----------------------------------------- |  | ------------- | -----------
|                                          |  | Sept 30, 2012 |            
|ASSETS                                    |  |               |            
|Current Assets                            |  | $             | 47,913,014 
|Property, Plant, and Equipment            |  |               | 1,135,294  
|Other Assets                              |  |               | 79,889,073 
|Total Assets                              |  | $             | 128,937,381
|                                          |  |               |            
|LIABILITIES AND STOCKHOLDERS' EQUITY      |  |               |            
|Current Liabilities                       |  | $             | 48,009,372 
|Long-Term Liabilities                     |  |               | 51,052,759 
|Stockholders' Equity                      |  |               | 29,875,250 
|Total Liabilities and Stockholders Equity |  | $             | 128,937,381



20









UNIVERSAL BUSINESS PAYMENTS SOLUTIONS ACQUISITION
CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT
OF OPERATIONS

For the Twelve Months Ended December 31,
2011



|                                  |  | For the Year ended |           
|--------------------------------- |  | ------------------ | ----------
|                                  |  | December 31, 2011  |           
|Revenues:                         |  |                    |           
|Operating revenues                |  | $                  | 29,799,943
|Interest Income                   |  |                    | 356,676   
|Total Revenue                     |  |                    | 30,156,619
|                                  |  |                    |           
|Costs & Expenses:                 |  |                    |           
|Operating Expense                 |  |                    | 24,598,526
|Amortization of Intangible Assets |  |                    | 4,594,500 
|Interest Expense                  |  |                    | 2,252,214 
|Other Expense                     |  |                    | 2,848     
|Total Cost & Expenses             |  |                    | 31,448,088
|                                  |  |                    |           
|Net Loss                          |  | $                  | (771,464  





21







Exhibit Index



|Exhibit  No. |  | Document Description                                                                                                                                                                                                                                                                                                    
|------------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1          |  | Agreement and Plan of Merger, dated as of July 6, 2012, by and among the Company, JP Merger Sub, LLC JetPay, WLES, L.P. and Trent Voigt(1)                                                                                                                                                                              
|             |  |                                                                                                                                                                                                                                                                                                                         
|2.2          |  | Agreement and Plan of Merger, dated as of July 6, 2012, by and among the Company, Enzo Merger Sub, Inc., EMS, the stockholders of EMS and James Weiland, as Representative(1)                                                                                                                                           
|             |  |                                                                                                                                                                                                                                                                                                                         
|2.3          |  | Agreement and Plan of Merger, dated as of July 6, 2012, by and among the Company, ADC Merger Sub, Inc., ADC, PTFS, Carol and C. Nicholas Antich as Joint Tenants, C. Nicholas Antich, Carol Antich, Eric Antich, Lynn McCausland, the B N McCausland Trust, Joel E. Serfass and C. Nicholas Antich, as Representative(1)
|             |  |                                                                                                                                                                                                                                                                                                                         
|2.4          |  | Amendment to Agreement and Plan of Merger, dated as of August 9, 2012, by and among the Company and JetPay. (2)                                                                                                                                                                                                         
|             |  |                                                                                                                                                                                                                                                                                                                         
|2.5          |  | Amendment to Agreement and Plan of Merger, dated as of August 9, 2012, by and among the Company and EMS. (2)                                                                                                                                                                                                            
|             |  |                                                                                                                                                                                                                                                                                                                         
|2.6          |  | Amendment to Agreement and Plan of Merger, dated as of August 9, 2012, by and among the Company, ADC and PTFS (2)                                                                                                                                                                                                       
|             |  |                                                                                                                                                                                                                                                                                                                         
|10.1         |  | Promissory Note issued to UBPS Services, LLC (3)                                                                                                                                                                                                                                                                        
|             |  |                                                                                                                                                                                                                                                                                                                         
|10.2         |  | Promissory Note dated March 1, 2012 issued to UBPS Services, LLC(4)                                                                                                                                                                                                                                                     
|             |  |                                                                                                                                                                                                                                                                                                                         
|10.3         |  | Promissory Note dated April 5, 2012 issued to UBPS Services, LLC (5)                                                                                                                                                                                                                                                    
|             |  |                                                                                                                                                                                                                                                                                                                         
|10.4         |  | Promissory Note dated June 1, 2012 issued to UBPS Services, LLC (5)                                                                                                                                                                                                                                                     
|             |  |                                                                                                                                                                                                                                                                                                                         
|10.5         |  | Promissory Note dated June 6, 2012 issued to UBPS Services, LLC (5)                                                                                                                                                                                                                                                     
|             |  |                                                                                                                                                                                                                                                                                                                         
|10.6         |  | Promissory Note dated June 15, 2012 issued to UBPS Services, LLC (5)                                                                                                                                                                                                                                                    
|             |  |                                                                                                                                                                                                                                                                                                                         
|10.7         |  | Promissory Note dated July 17, 2012 issued to UBPS Services, LLC (5)                                                                                                                                                                                                                                                    
|             |  |                                                                                                                                                                                                                                                                                                                         
|10.8         |  | Promissory Note dated August 16, 2012 issued to UBPS Services, LLC (6)                                                                                                                                                                                                                                                  
|             |  |                                                                                                                                                                                                                                                                                                                         
|10.9         |  | Promissory Note dated August 20, 2012 issued to UBPS Services, LLC (6)                                                                                                                                                                                                                                                  
|             |  |                                                                                                                                                                                                                                                                                                                         
|21.1         |  | Subsidiaries of the Company (6)                                                                                                                                                                                                                                                                                         





|31.1 |  | Certification of the principal executive officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                   
|31.2 |  | Certification of the principal financial and accounting officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     |  |                                                                                                                                                                                                                   
|32.1 |  | Certification of the principal executive officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).                                                                                      
|     |  |                                                                                                                                                                                                                   
|32.2 |  | Certification of the principal financial and accounting officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).                                                                       





|101.INS |  | XBRL Instance Document (7)                                
|------- |  | ----------------------------------------------------------
|        |  |                                                           
|101.SCH |  | XBRL Taxonomy Extension Schema Document (7)               
|        |  |                                                           
|101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document (7) 
|        |  |                                                           
|101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document (7)  
|        |  |                                                           
|101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document (7)       
|        |  |                                                           
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document (7)





(1)Incorporated by reference to the Company’s
Current Report on Form 8-K filed with the United States Securities and Exchange Commission on July 9, 2012.

(2) Incorporated by reference to the Company’s Current
Report on Form 8-K filed with the United States Securities and Exchange Commission on August 10, 2012

(3) Incorporated by reference to the Company’s Quarterly
Report on Form 10-Q filed with the United States Securities and Exchange Commission on February 14, 2012

(4) Incorporated by reference to the Company’s Quarterly
Report on Form 10-Q filed with the United States Securities and Exchange Commission on May 15, 2012

(5) Incorporated by reference to the Company’s Quarterly
Report on Form 10-Q filed with the United States Securities and Exchange Commission on August 14, 2012

(6) Incorporated by reference to the Company’s
Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on January 14, 2013

(7) Incorporated by reference to
the Company’s Annual Report on Form 10-K/A filed with the United States Securities and Exchange Commission on January
22, 2013.



22













SIGNATURES



Pursuant to the requirements 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.



|                    | UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
|------------------- | ------------------------------------------------------------
|                    |                                                             
|Date: July 17, 2013 | By:                                                         
|                    | Name: Bipin C. Shah                                         
|                    | Title: Chief Executive Officer                              
|                    | (Principal Executive Officer)                               



Pursuant to the requirement 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         
|---- | ---------------------------------- |  | -------------------------------------------------------------- |  | -------------
|     |                                    |  |                                                                |  |              
|By:  | /s/ Bipin C. Shah                  |  | President, Chief Executive Officer and Director                |  | July 17, 2013
|     | Bipin C. Shah                      |  | (principal executive officer)                                  |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Chief Financial Officer                                        |  | July 17, 2013
|     | Gregory M. Krzemien                |  | (principal financial officer and principal accounting officer) |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Chief Marketing Officer and Secretary                          |  | July 17, 2013
|     | Peter Davidson                     |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Director                                                       |  | July 17, 2013
|     | Richard S. Braddock                |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Director                                                       |  | July 17, 2013
|     | Frederick S. Hammer                |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Director                                                       |  | July 17, 2013
|     | Jonathan M. Lubert                 |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Director                                                       |  | July 17, 2013
|     | Robert Palmer                      |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Director                                                       |  | July 17, 2013
|     | Arthur F. Ryan                     |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|*By: | /s/ Bipin C. Shah                  |  |                                                                |  |              
|     | Bipin C. Shah, as Attorney in Fact |  |                                                                |  |              







23