UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549












FORM 10-Q










(Mark One)

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



For the quarterly period ended June
30, 2013



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



For the transition period from 
to



Commission file number: 000-54915



Gold
Party Payday, Inc.

(Exact Name of Registrant
as Specified in Its Charter)



|Delaware                        | 45-3327444         
|------------------------------- | -------------------
|(State or Other Jurisdiction of | (I.R.S. Employer   
|Incorporation or Organization)  | Identification No.)



3189 Pepperhill Road, Lexington, Kentucky
40502

(Address of Principal Executive
Offices)              (Zip Code)



|(859) 552-6204                                      
|----------------------------------------------------
|(Registrant’s Telephone Number, Including Area Code)



|                                                                                  
|----------------------------------------------------------------------------------
|(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)



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. YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ̈Nox



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



| | Large accelerated filer |  ̈ | Accelerated filer         |  ̈
| | ----------------------- | - | ------------------------- | -
| |                         |   |                           |  
| | Non-accelerated filer   |  ̈ | Smaller reporting company | x



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

Yes £
No x



As of August 13, 2013, there were 4,333,350 shares of the registrant’s
common stock outstanding.













Gold Party Payday, Inc.



TABLE OF CONTENTS





|PART I - Financial Information                                                                 |   
|---------------------------------------------------------------------------------------------- | --
|                                                                                               |   
|Item 1.  Financial Statements                                                                  | 3 
|                                                                                               |   
|Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18
|                                                                                               |   
|Item 3.  Quantitative and Qualitative Analysis About Market Risk                               | 22
|                                                                                               |   
|Item 4.  Controls and Procedures                                                               | 22
|                                                                                               |   
|PART II - OTHER Information                                                                    |   
|                                                                                               |   
|Item 1.  Legal Proceedings                                                                     | 23
|                                                                                               |   
|Item 1A.  Risk Factors                                                                         | 23
|                                                                                               |   
|Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds                           | 23
|                                                                                               |   
|Item 3.  Defaults Upon Senior Securities.                                                      | 23
|                                                                                               |   
|Item 4.  Mine Safety Disclosures.                                                              | 23
|                                                                                               |   
|Item 5.  Other Information.                                                                    | 23
|                                                                                               |   
|Item 6.  Exhibits                                                                              | 23
|                                                                                               |   
|SIGNATURES                                                                                     | 24





2







| | Item 1. | Financial Statements
| | ------- | --------------------



Gold Party Payday, Inc.



(A Development Stage Company)



June 30, 2013 and 2012



Index to the Consolidated Financial
Statements



|Contents                                                                                                                                                                      |  | Page(s)
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------
|                                                                                                                                                                              |  |        
|Consolidated Balance Sheets at June 30, 2013 (Unaudited) and September 30, 2012                                                                                               |  | 4      
|                                                                                                                                                                              |  |        
|Consolidated Statements of Operations for the nine months ended June 30, 2013 and 2012, and for the period from August 16, 2011 (inception) through June 30, 2013 (Unaudited) |  | 5      
|                                                                                                                                                                              |  |        
|Consolidated Statements of Operations for the three months ended June 30, 2013 and 2012 (Unaudited)                                                                           |  | 6      
|                                                                                                                                                                              |  |        
|Consolidated Statement of Stockholders’ Equity for the period from August 16, 2011 (inception) through June 30, 2013 (Unaudited)                                              |  | 7      
|                                                                                                                                                                              |  |        
|Consolidated Statements of Cash Flows for the nine months ended June 30, 2013 and 2012, and for the period from August 16, 2011 (inception) through June 30, 2013 (Unaudited) |  | 8      
|                                                                                                                                                                              |  |        
|Notes to the Consolidated Financial Statements (Unaudited)                                                                                                                    |  | 9      



3







Gold Party Payday, Inc.

(A Development Stage Company)

Consolidated Balance Sheets



|                                                                                                                                    |  | June 30, 2013 |         |   | September 30, 2012 |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ------------------ | -
|                                                                                                                                    |  | (Unaudited)   |         |   |                    |  
|                                                                                                                                    |  |               |         |   |                    |  
|ASSETS                                                                                                                              |  |               |         |   |                    |  
|CURRENT ASSETS:                                                                                                                     |  |               |         |   |                    |  
|Cash                                                                                                                                |  | $             | 2,099   |   |                    | $
|Inventory                                                                                                                           |  |               | 17,773  |   |                    |  
|                                                                                                                                    |  |               |         |   |                    |  
|Total Current Assets                                                                                                                |  |               | 19,872  |   |                    |  
|                                                                                                                                    |  |               |         |   |                    |  
|Total Assets                                                                                                                        |  | $             | 19,872  |   |                    | $
|                                                                                                                                    |  |               |         |   |                    |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                |  |               |         |   |                    |  
|CURRENT LIABILITIES:                                                                                                                |  |               |         |   |                    |  
|Accrued expenses                                                                                                                    |  | $             | 1,137   |   |                    | $
|Shareholder loans                                                                                                                   |  |               | 2,100   |   |                    |  
|                                                                                                                                    |  |               |         |   |                    |  
|Total Current Liabilities                                                                                                           |  |               | 3,237   |   |                    |  
|                                                                                                                                    |  |               |         |   |                    |  
|STOCKHOLDERS' EQUITY:                                                                                                               |  |               |         |   |                    |  
|Preferred stock par value $0.000001: 5,000,000 shares authorized; none issued or outstanding                                        |  |               | -       |   |                    |  
|Common stock par value $0.000001: 95,000,000 shares authorized; 4,333,350 and 4,000,000 shares issued and outstanding, respectively |  |               | 4       |   |                    |  
|Additional paid-in capital                                                                                                          |  |               | 71,016  |   |                    |  
|Deficit accumulated during the development stage                                                                                    |  |               | (54,385 | ) |                    |  
|                                                                                                                                    |  |               |         |   |                    |  
|Total Stockholders' Equity                                                                                                          |  |               | 16,635  |   |                    |  
|                                                                                                                                    |  |               |         |   |                    |  
|Total Liabilities and Stockholders' Equity                                                                                          |  | $             | 19,872  |   |                    | $



See accompanying notes to the consolidated
financial statements.



4







Gold Party Payday, Inc.

(A Development Stage Company)

Consolidated Statements of Operations



|                                                  |  |                     |           |   |                     |   |           | For the Period from | 
|------------------------------------------------- |  | ------------------- | --------- | - | ------------------- | - | --------- | ------------------- | 
|                                                  |  | For the Nine Months |           |   | For the Nine Months |   |           | August 16, 2011     | 
|                                                  |  | Ended               |           |   | Ended               |   |           | (inception) through | 
|                                                  |  | June 30, 2013       |           |   | June 30, 2012       |   |           | June 30, 2013       | 
|                                                  |  | (Unaudited)         |           |   | (Unaudited)         |   |           | (Unaudited)         | 
|Revenue:                                          |  |                     |           |   |                     |   |           |                     | 
|Commissions earned during the development stage   |  | $                   | -         |   |                     | $ | 77        |                     | 
|Revenue earned during the development stage       |  |                     | -         |   |                     |   | 3,417     |                     | 
|Total revenue earned during the development stage |  |                     | -         |   |                     |   | 3,494     |                     | 
|                                                  |  |                     |           |   |                     |   |           |                     | 
|Cost of goods sold                                |  |                     | -         |   |                     |   | 3,113     |                     | 
|                                                  |  |                     |           |   |                     |   |           |                     | 
|Gross margin                                      |  |                     | -         |   |                     |   | 381       |                     | 
|                                                  |  |                     |           |   |                     |   |           |                     | 
|Operating expenses:                               |  |                     |           |   |                     |   |           |                     | 
|Professional fees                                 |  |                     | 20,959    |   |                     |   | 26,606    |                     | 
|General and administrative expenses               |  |                     | 3,796     |   |                     |   | 120       |                     | 
|                                                  |  |                     |           |   |                     |   |           |                     | 
|Total operating expenses                          |  |                     | 24,755    |   |                     |   | 26,726    |                     | 
|                                                  |  |                     |           |   |                     |   |           |                     | 
|OTHER (INCOME) EXPENSE:                           |  |                     |           |   |                     |   |           |                     | 
|Foreign currency transaction (gain) loss          |  |                     | 488       |   |                     |   | -         |                     | 
|                                                  |  |                     |           |   |                     |   |           |                     | 
|Other (income) expense, net                       |  |                     | 488       |   |                     |   | -         |                     | 
|                                                  |  |                     |           |   |                     |   |           |                     | 
|Loss before income tax provision                  |  |                     | (25,243   | ) |                     |   | (26,345   | )                   | 
|                                                  |  |                     |           |   |                     |   |           |                     | 
|Income tax provision                              |  |                     | -         |   |                     |   | -         |                     | 
|                                                  |  |                     |           |   |                     |   |           |                     | 
|NET LOSS                                          |  | $                   | (25,243   | ) |                     | $ | (26,345   | )                   | 
|                                                  |  |                     |           |   |                     |   |           |                     | 
|NET LOSS PER COMMON SHARE                         |  |                     |           |   |                     |   |           |                     | 
|- BASIC AND DILUTED:                              |  | $                   | (0.01     | ) |                     | $ | (0.01     | )                   | 
|                                                  |  |                     |           |   |                     |   |           |                     | 
|Weighted average common shares outstanding        |  |                     |           |   |                     |   |           |                     | 
|- basic and diluted                               |  |                     | 4,277,549 |   |                     |   | 4,000,000 |                     | 



See accompanying notes to the consolidated
financial statements.



5







Gold Party Payday, Inc.

(A Development Stage Company)

Consolidated Statements of Operations



|                                                  |  | For the Three Months |           |   | For the Three Months |  
|------------------------------------------------- |  | -------------------- | --------- | - | -------------------- | -
|                                                  |  | Ended                |           |   | Ended                |  
|                                                  |  | June 30, 2013        |           |   | June 30, 2012        |  
|                                                  |  | (Unaudited)          |           |   | (Unaudited)          |  
|Revenue:                                          |  |                      |           |   |                      |  
|Commissions earned during the development stage   |  | $                    | -         |   |                      | $
|Revenue earned during the development stage       |  |                      | -         |   |                      |  
|Total revenue earned during the development stage |  |                      | -         |   |                      |  
|                                                  |  |                      |           |   |                      |  
|Cost of goods sold                                |  |                      | -         |   |                      |  
|                                                  |  |                      |           |   |                      |  
|Gross margin                                      |  |                      | -         |   |                      |  
|                                                  |  |                      |           |   |                      |  
|Operating expenses:                               |  |                      |           |   |                      |  
|Professional fees                                 |  |                      | 4,314     |   |                      |  
|General and administrative expenses               |  |                      | 2,646     |   |                      |  
|                                                  |  |                      |           |   |                      |  
|Total operating expenses                          |  |                      | 6,960     |   |                      |  
|                                                  |  |                      |           |   |                      |  
|Loss before income tax provision                  |  |                      | (6,960    | ) |                      |  
|                                                  |  |                      |           |   |                      |  
|Income tax provision                              |  |                      | -         |   |                      |  
|                                                  |  |                      |           |   |                      |  
|NET LOSS                                          |  | $                    | (6,960    | ) |                      | $
|                                                  |  |                      |           |   |                      |  
|NET LOSS PER COMMON SHARE                         |  |                      |           |   |                      |  
|- BASIC AND DILUTED:                              |  | $                    | (0.00     | ) |                      | $
|                                                  |  |                      |           |   |                      |  
|Weighted average common shares outstanding        |  |                      |           |   |                      |  
|- basic and diluted                               |  |                      | 4,333,350 |   |                      |  



See accompanying notes to the consolidated
financial statements.



6







Gold Party Payday, Inc.

(A Development Stage Company)

Consolidated Statement of Member's and Stockholders'
Equity

For the Period from August 16, 2011 (Inception)
through June 30, 2013

(Unaudited)



|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  | Earnings
    (Deficit) |        |   |               |  
|---------------------------------------------------------------------------------------------------------- |  | ------------------- | ------ | - | ------------------------------------ |  | --------- | ---------- |  | - | ----------- |  |  | ---------------------- | ------ | - | ------------- | -
|                                                                                                           |  |                     |        |   | Common
    Stock Par Value $0.000001 |  |           | Additional |  |   | Accumulated |  |  | Total
    Member's and |       
|                                                                                                           |  |                     |        |   | Number
    of                        |  |           |            |  |   | Paid-in     |  |  | during
    the         |        |   | Stockholder's |  
|                                                                                                           |  | Member
    Interest |        |   | Shares                               |  |           | Amount     |  |   | Capital     |  |  | Development
    Stage  |        |   | Equity        |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|August
    16, 2011 (Inception)                                                                            |  | $                   | -      |   |                                      |  | -         |            |  | $ | -           |  |  | $                      | -      |   |               | $
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Member
    capital contribution for the period from August 16, 2011 (inception) through September 18, 2011 |  |                     | 2,750  |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Net
    earnings (loss) for the period from August 16, 2011 (inception) through September 18, 2011         |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Shares
    issued to  LLC member for LLC membership interest upon formation the Company                    |  |                     | -      |   |                                      |  | 4,000,000 |            |  |   | 4           |  |  |                        | (4     | ) |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Reclassification
    of LLC member capital as additional paid-in capital                                   |  |                     | (2,750 | ) |                                      |  |           |            |  |   |             |  |  |                        | 2,750  |   |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Reclassification
    of LLC undistributed earnings at September 18, 2011 as additional paid-in capital     |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        | (13    | ) |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Net
    loss for the period from September 18, 2011 through September 30, 2011                             |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Balance,
    September 30, 2011                                                                            |  |                     | -      |   |                                      |  | 4,000,000 |            |  |   | 4           |  |  |                        | 2,733  |   |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Capital
    Contribution                                                                                   |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        | 28,281 |   |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Net
    loss                                                                                               |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Balance,
    September 30, 2012                                                                            |  |                     | -      |   |                                      |  | 4,000,000 |            |  |   | 4           |  |  |                        | 31,014 |   |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Shares
    issued for cash at $0.12 per share from October through December 2012                           |  |                     |        |   |                                      |  | 333,350   |            |  |   |             |  |  |                        | 40,002 |   |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Net
    loss                                                                                               |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|                                                                                                           |  |                     |        |   |                                      |  |           |            |  |   |             |  |  |                        |        |   |               |  
|Balance,
    June 30, 2013                                                                                 |  | $                   | -      |   |                                      |  | 4,333,350 |            |  | $ | 4           |  |  | $                      | 71,016 |   |               | $



See accompanying notes to the consolidated
financial statements.





7







Gold Party Payday, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows



|                                                                            |  |                     |         |   |                     |   |         | For the Period from | 
|--------------------------------------------------------------------------- |  | ------------------- | ------- | - | ------------------- | - | ------- | ------------------- | 
|                                                                            |  | For the Nine Months |         |   | For the Nine Months |   |         | August 16, 2011     | 
|                                                                            |  | Ended               |         |   | Ended               |   |         | (inception) through | 
|                                                                            |  | June 30, 2013       |         |   | June 30, 2012       |   |         | June 30, 2013       | 
|                                                                            |  | (Unaudited)         |         |   | (Unaudited)         |   |         | (Unaudited)         | 
|                                                                            |  |                     |         |   |                     |   |         |                     | 
|Cash flows from operating activities:                                       |  |                     |         |   |                     |   |         |                     | 
|Net loss                                                                    |  | $                   | (25,243 | ) |                     | $ | (26,345 | )                   | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                     |         |   |                     |   |         |                     | 
|Changes in operating assets and liabilities:                                |  |                     |         |   |                     |   |         |                     | 
|Prepaid expenses                                                            |  |                     | -       |   |                     |   | 325     |                     | 
|Inventory                                                                   |  |                     | (16,060 | ) |                     |   | (2,182  | )                   | 
|Accrued expenses                                                            |  |                     | 1,137   |   |                     |   | 500     |                     | 
|                                                                            |  |                     |         |   |                     |   |         |                     | 
|Net cash used in operating activities                                       |  |                     | (40,166 | ) |                     |   | (27,702 | )                   | 
|                                                                            |  |                     |         |   |                     |   |         |                     | 
|Cash flows from financing activities:                                       |  |                     |         |   |                     |   |         |                     | 
|Advances from shareholders                                                  |  |                     | 2,100   |   |                     |   | -       |                     | 
|Capital contribution                                                        |  |                     | -       |   |                     |   | 25,784  |                     | 
|Proceeds from common stock issuance                                         |  |                     | 40,002  |   |                     |   | -       |                     | 
|                                                                            |  |                     |         |   |                     |   |         |                     | 
|Net cash provided by financing activities                                   |  |                     | 42,102  |   |                     |   | 25,784  |                     | 
|                                                                            |  |                     |         |   |                     |   |         |                     | 
|Net change in cash                                                          |  |                     | 1,936   |   |                     |   | (1,918  | )                   | 
|                                                                            |  |                     |         |   |                     |   |         |                     | 
|Cash at beginning of period                                                 |  |                     | 163     |   |                     |   | 2,006   |                     | 
|                                                                            |  |                     |         |   |                     |   |         |                     | 
|Cash at end of period                                                       |  | $                   | 2,099   |   |                     | $ | 88      |                     | 
|                                                                            |  |                     |         |   |                     |   |         |                     | 
|Supplemental disclosure of cash flows information:                          |  |                     |         |   |                     |   |         |                     | 
|Interest paid                                                               |  | $                   | -       |   |                     | $ | -       |                     | 
|Income tax paid                                                             |  | $                   | -       |   |                     | $ | -       |                     | 



See accompanying notes to
the consolidated financial statements.



8







Gold Party Payday, Inc.

(A Development Stage
Company)

June 30, 2013 and 2012

Notes to the Consolidated Financial Statements

(Unaudited)



Note 1 - Organization and Operations



Gold Party Payday, LLC



Gold Party Payday, LLC (“LLC”
or “Predecessor”) was organized as a Limited Liability Company on August 16, 2011 under the laws of the State of California.
The LLC organizes events and parties in which guests bring their unwanted jewelry, scrap gold and silver, and other gold and
silver items to sell to the LLC.  The LLC’s events are centered on home parties hosted primarily by individuals. 
The LLC also supports organizations by holding fundraising events hosted by churches and other charitable or
religious organizations (the “Event Host(s)”).  A “Gold Party Payday” event host typically receives
10% of the gross proceeds received at the event.  The Event Host also receives a bonus equal to 5% of the gross
proceeds received at any parties or events that are booked by guests who attended the original event.



Gold Party Payday, Inc.



Gold Party Payday, Inc. (the “Company”)
was incorporated on September 19, 2011 under the laws of the State of Delaware for the sole purpose of acquiring all of the outstanding
membership units of Gold Party Payday, LLC. Upon formation, the Company issued an aggregate of 4,000,000 shares of the newly formed
corporation’s common stock to the member of the LLC for all of the outstanding membership units of Gold Party Payday, LLC.
No value was given to the stock issued by the newly formed corporation.  Therefore, the shares were recorded to reflect the
$.000001 par value and paid in capital was recorded as a negative amount of ($4).   The acquisition process utilizes the capital
structure of the Company and the assets and liabilities of Gold Party Payday, LLC, which are recorded at historical cost.



The Company applied paragraph 505-10-S99-3
of the FASB Accounting Standards Codification (formerly Topic 4B of the Staff Accounting Bulletins (“SAB”) (“SAB
Topic 4B”) issued by the U.S. Securities and Exchange Commission (the “SEC”), by reclassifying the LLC member’s
capital account inclusive of capital contributions of $2,750 and LLC’s undistributed earnings and losses of ($13) as of September
18, 2011 to additional paid-in capital.



The accompanying consolidated financial
statements have been prepared as if the Company had its corporate capital structure as of the first date of the first period presented.



Note 2 - Summary of Significant Accounting Policies



Basis of presentation – Unaudited
Interim Financial Information



The accompanying unaudited interim consolidated
financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United
States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim
financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management,
necessary to a fair statement of the results for the interim period presented. Unaudited interim results are not necessarily indicative
of the results for the full fiscal year. These consolidated financial statements should be read in conjunction with the consolidated
financial statements of the Company for the period from August 16, 2011 (inception) through September 30, 2012 and notes thereto
contained in the information filed as part of the Company’s Form 10-K, which was filed with the SEC on December 31, 2012.



9







Principles of Consolidation



The Company applies the guidance of Topic
810 “Consolidation”of the FASB Accounting Standards Codification to determine whether and how to consolidate
another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has
a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority
owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation
by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8
the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general
rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another
entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership,
for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned
subsidiaries, if any, in which the parent’s power to control exists.



The Company's consolidated subsidiaries
and/or entities are as follows:



|Name of consolidated subsidiary orentity |  | State or other jurisdiction ofincorporation or organization |  | Date of incorporation or formation(date of acquisition, if applicable) |  | Attributable interest
|---------------------------------------- |  | ----------------------------------------------------------- |  | ---------------------------------------------------------------------- |  | ---------------------
|                                         |  |                                                             |  |                                                                        |  |                      
|Gold
    Party Payday, LLC ("LLC")       |  | The
    State of California                                 |  | August
    16, 2011                                                    |  | 100%                 



The consolidated financial statements include
all accounts of the Company and LLC as of June 30, 2013 and 2012 and for the interim periods then ended.



All inter-company balances and transactions
have been eliminated.



Development Stage Company



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



Use of Estimates and Assumptions



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements as well as the reported amount of revenues and expenses during the reporting period.



The Company’s significant estimates
and assumptions include the fair value of financial instruments; inventory valuation and obsolescence; revenue recognized or recognizable;
sales returns and allowances; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption
that the Company will be a going concern. Those significant accounting estimates or assumptions bear the risk of change due to
the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult
to measure or value.



Management bases its estimates on historical
experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.



Management regularly reviews its estimates
utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions.
After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.



Actual results could differ from those
estimates.



Fair Value of Financial Instruments



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



10







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



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



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



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



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



Fair Value of Non-Financial Assets
or Liabilities Measured on a Recurring Basis



The Company’s non-financial assets
include inventories. The Company identifies potentially excess and slow-moving inventories by evaluating turn rates, inventory
levels and other factors. Excess quantities are identified through evaluation of inventory aging, review of inventory turns and
historical sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-moving
inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory
cycle counts.



Fiscal Year-End



The Company elected September 30 as its
fiscal year-end date.



Cash Equivalents



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



11







Inventory and Cost of Goods Sold



Inventory Valuation



The Company values inventory, consisting
of finished goods, at the lower of cost or market. Cost is determined on the first-in and first-out (“FIFO”) method.
The Company reduces inventory for the diminution of value, resulting from product obsolescence, damage or other issues affecting
marketability, equal to the difference between the cost of the inventory and its estimated market value.  Factors utilized
in the determination of estimated market value include (i) current sales data and historical return rates, (ii) estimates of future
demand, and (iii) competitive pricing pressures.



Inventory Obsolescence
and Markdowns



The Company evaluates its current level
of inventory considering historical sales and other factors and, based on this evaluation, classify inventory markdowns in the
income statement as a component of cost of goods sold pursuant to Paragraph 420-10-S99 of the FASB Accounting Standards Codification
to adjust inventory to net realizable value. These markdowns are estimates, which could vary significantly from actual requirements
if future economic conditions, customer demand or competition differ from expectations.



There was no
inventory obsolescence at June 30, 2013 or 2012.



Related Parties



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



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



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



Commitment and Contingencies



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



12







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



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



Revenue Recognition



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



The Company derives its revenues from two
different ways: (1) from sales with refineries, of gold purchased from individuals at parties, with revenues being generated upon
the shipment of merchandise. Persuasive evidence of an arrangement is demonstrated via sales invoice or contract; the sales price
to the customer is fixed upon acceptance of the signed purchase order or contract and there is no separate sales rebate, discount,
or volume incentive and (2) when gold and silver prices are low, buying gold and silver bullion/coins for clients. The Company
follows Section 605-45-45 (formerly EITF 99-19) (“ASC Section 605-45-45”) of the FASB Accounting Standards Codification
for revenue recognition for this revenue stream by reporting revenue net since the Company (1) does not acts as principal in the
transaction, (2) takes no title to the products, (3) has no risks and rewards of ownership, such as the risk of loss for collection,
delivery, or returns, and (4) does act as an agent or broker (including performing services, in substance, as an agent or broker)
with compensation on a commission or fee basis on its sales. The management of the Company determined that the Company should report
revenue based on the net amount billed to a customer when considering each of the following eight (8) indicators of gross revenue
reporting listed in ASC Paragraph 605-45-45-4 through 605-45-45-14 as specified (1) The entity is not the primary obligor in the
arrangement; (2) The entity has no general inventory risk (before customer order is placed or upon customer return); (3) The entity
has no latitude in establishing price; (4) The entity does not change the product or performs part of the service; (5) The entity
has discretion in supplier selection — The Company has multiple suppliers for the products ordered by a customer and discretion
to select the supplier that will provide the product(s) or service(s) ordered by a customer; (6) The entity is not involved in
the determination of product or service specifications — The Company does not determine the nature, type, characteristics,
or specifications of the product(s) or service(s) ordered by the customer; (7) The entity has no physical loss inventory risk of
purchased inventories after customer order; and (8) The entity has no credit risk.



Income Tax Provision



The Company was a single member LLC, until
September 19, 2011 during which time the Company was treated as a disregarded entity for income tax purposes. The operating
results prior to September 19, 2011 of LLC were included in the income tax return of the Company’s founder.



Effective September 19, 2011, the Company
accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and
liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax
assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will
not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.



13







The Company adopted section 740-10-25 of
the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of
whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section
740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the
tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax
benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a
greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance
on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased
disclosures.



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



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



Uncertain Tax
Positions



The Company did not take any uncertain
tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25
for the interim period ended June 30, 2013 or 2012.



Net Income (Loss) per Common Share



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



There were no potentially dilutive common
shares outstanding for the interim period ended June 30, 2013 or 2012.



Cash Flows Reporting



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



Subsequent Events



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



14







Recently Issued Accounting Pronouncements



In January 2013, the FASB issued ASU No.
2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities".
This ASU clarifies that the scope of ASU No. 2011-11, "Balance Sheet (Topic 210): Disclosures about Offsetting Assets and
Liabilities." applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing
and securities lending transactions that are either offset in accordance with specific criteria contained in FASB Accounting Standards
Codification or subject to a master netting arrangement or similar agreement. The amendments in this ASU are effective for fiscal
years, and interim periods within those years, beginning on or after January 1, 2013.



In February 2013, the FASB issued ASU No.
2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income."
The ASUadds new disclosure requirements for items reclassified out of accumulated
other comprehensive income by component and their corresponding effect on net income. The ASU is effective for public entities
for fiscal years beginning after December 15, 2013.



In February 2013, the Financial Accounting
Standards Board, or FASB, issued ASU No. 2013-04, "Liabilities (Topic 405): Obligations Resulting from Joint and Several
Liability Arrangements for which the Total Amount of the Obligation Is Fixed at the Reporting Date." This ASU addresses
the recognition, measurement, and disclosure of certain obligations resulting from joint and several arrangements including debt
arrangements, other contractual obligations, and settled litigation and judicial rulings. The ASU is effective for public entities
for fiscal years, and interim periods within those years, beginning after December 15, 2013.



In March 2013, the FASB issued ASU No.
2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition
of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." This ASU
addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in
a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity
or a business within a foreign entity. The guidance outlines the events when cumulative translation adjustments should be released
into net income and is intended by FASB to eliminate some disparity in current accounting practice. This ASU is effective prospectively
for fiscal years, and interim periods within those years, beginning after December 15, 2013.



In March 2013, the FASB issued ASU 2013-07,“Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting.” The amendments require an
entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation
is imminent when the likelihood is remote that the entity will return from liquidation and either (a) a plan for liquidation is
approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution
of the plan will be blocked by other parties or (b) a plan for liquidation is being imposed by other forces (for example, involuntary
bankruptcy). If a plan for liquidation was specified in the entity’s governing documents from the entity’s inception
(for example, limited-life entities), the entity should apply the liquidation basis of accounting only if the approved plan for
liquidation differs from the plan for liquidation that was specified at the entity’s inception. The amendments require financial
statements prepared using the liquidation basis of accounting to present relevant information about an entity’s expected
resources in liquidation by measuring and presenting assets at the amount of the expected cash proceeds from liquidation. The entity
should include in its presentation of assets any items it had not previously recognized under U.S. GAAP but that it expects to
either sell in liquidation or use in settling liabilities (for example, trademarks). The amendments are effective for entities
that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting
periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption
is permitted.



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



Note 3 – Going Concern



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



As reflected in the accompanying consolidated
financial statements, the Company had a deficit accumulated during the development stage at June 30, 2013, a net loss and net cash
used in operating activities for the interim period then ended. These factors raise substantial doubt about the Company’s
ability to continue as a going concern.



15







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



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



Note 4 – Stockholder’s Equity



Shares Authorized



Upon formation the total number of shares
of all classes of stock which the Company is authorized to issue is One Hundred Million (100,000,000) shares of which Five Million
(5,000,000) shares shall be Preferred Stock, par value $0.000001 per share, and Ninety Five Million (95,000,000) shares shall be
Common Stock, par value $0.000001 per share.



Common Stock



On September 19, 2011, upon formation,
the Company issued an aggregate of 4,000,000 shares of the newly formed corporation’s common stock to the member of the LLC
for all of the outstanding membership units of Gold Party Payday, LLC. No value was given to the stock issued by the newly formed
corporation.  Therefore, the shares were recorded to reflect the $.000001 par value and paid in capital was recorded as a
negative amount of ($4).



From October through December 2012, the
Company issued an aggregate of 333,350 shares of the common stock to 28 individual investors at $0.12 per share for a total cash
consideration of $40,002. Foreign currency translation loss associated with this issuance was $488, leaving the Company with $39,514
of net proceeds.



Capital Contribution



On September 19, 2011, as part of the recapitalization,
the Company applied paragraph 505-10-S99-3 of the FASB Accounting Standards Codification (formerly Topic 4B of the Staff Accounting
Bulletins (“SAB”) (“SAB Topic 4B”) issued by the U.S. Securities and Exchange Commission (the “SEC”),
by reclassifying the LLC member’s capital account inclusive of capital contributions of $2,750 and LLC’s undistributed
earnings and losses of ($13) as of September 18, 2011 to additional paid-in capital.



$28,281 of operating expenses were paid
on behalf of the Company by a stockholder and recorded as a capital contribution.



Note 5 – Related Party Transactions



Free Office Space



The Company has been provided office space
by its Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense
in its financial statement.



Advances from Stockholder



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



16







Note 6 – Subsequent Events



The Company has evaluated all events that
occur after the balance sheet date through the date when the financial statements were issued to determine if they must be reported.
The Management of the Company determined that there were no reportable subsequent events to be disclosed.



17







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



You should read the following description
of our financial condition and results of operations in conjunction with the consolidated financial statements and accompanying
notes included in this quarterly report and the Annual Report on Form 10-K for the fiscal year ended September 30, 2012.



This section includes a number of forward-looking
statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are
often identified by words like “believe,” “expect,” “estimate,” “anticipate,” “intend,”
“project” and similar expressions, or words which, by their nature, refer to future events. You should not place undue
certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from our predictions.



Overview



We organize events and parties in which
guests bring their unwanted jewelry, scrap gold and silver, coins and other gold and silver items to sell to us. Our events are
centered around home and office parties hosted primarily by individuals. We will also support organizations by holding fundraising
events hosted by churches and other charitable or religious organizations. A Gold Party Payday event host typically receives 10%
of the gross proceeds received at the event. The host will also receive a bonus equal to 5% of the gross proceeds received at the
first party or event that is booked by a guest who attended the original event. To date, we have organized 21 parties, purchasing
approximately $22,100 in gold and silver items. In May 2012, we sold approximately $3,400 in gold items and, in July 2012, we sold
approximately $600 in gold items to a metal refiner and we are currently holding approximately $18,500 in additional gold and silver
items in inventory. We expect to hold one to two parties per month on average in 2013, and are currently scheduling appointments.
Two to 15 people have attended each of our parties and we expect that number of guests to be consistent at future events.



Event guests have their items tested, measured,
weighed and appraised at the party and they receive an offer on the spot, based on the quality and quantity of the precious metals
contained in the items and prevailing gold and silver prices. Event guests who accept the offer and sell their items to us receive
a corporate check at that time. We keep purchased items separated for at least three days in case a seller changes his or her mind
and wants a refund minus a 10% processing fee.



We pay an event guest based on the estimated
appraised value of the items purchased, less a deduction determined by reference to the competitive discounts charged by jewelry
stores and pawnshops in the central Kentucky area, as well as mail-in gold services. Following the event, we deliver the purchased
items to a refinery to melt down the items into a solid form to produce pure gold, silver and other precious metals. This solid
form is then tested for purity and payment from the refinery to us will be based on the true value of the metal. We estimate that
we will be paid approximately 90% to 95% of the daily gold spot value, given the volume of gold and silver items we have, based
on our sales of gold items in 2012. We expect this payout ratio to remain consistent throughout 2013. We are paid by the refinery
approximately three business days following melting and testing. Our gross profit would represent the difference between the sales
proceeds received from the refinery and the cost of scrap gold and silver and bullion coins purchased from guests, less any other
costs classified as cost of goods sold.



Revenue Recognition



We seek to derive revenues in
two different ways.



18







First, we estimate our inventory using
a scrap gold/silver calculator after the gold and silver items purchased from individuals at parties are measured,
tested and weighed.  We will use publicly available sources to obtain daily spot prices to input into these
calculations.



We will then ship the inventory to the refineries
and will keep such inventory as an asset until it has been received, weighed and had its purity tested by the refinery. The refinery
agrees to pay us at a certain percentage of the spot price of gold and silver being used the day that the refinery melts and
tests the metal and we recognize the revenue when the collectability is reasonably assured.  We assess the collectability
based on a number of factors, including the refinery's creditworthiness.  We do not request collateral from the refinery.
If we determine that collection of accounts receivable resulting from the sales of the gold and silver is not reasonably assured,
we will defer the revenue recognition and recognize revenue at the time collection becomes reasonably assured, which is generally
upon receipt of cash.



Our gross profit bears the risk of change,
either upwards or downwards because the spot price of gold and silver is used the day that the refinery melts and tests the metal,
not the date that it was purchased and recorded as inventory.



Some refineries offer a “lock-in”
price over the telephone.  During periods of volatility in the spot prices of gold and silver, the lock-in method may be preferred as
compared with waiting five to ten business days for gold and silver to be delivered to the refinery and melted, weighed
and tested to determine the value.



The second way is when gold and silver prices
are low, we buy gold and silver bullion/coins for several clients.  We follow Section 605-45-45 (formerly EITF 99-19)
(“ASC Section 605-45-45”) of the FASB Accounting Standards Codification for revenue recognition for this revenue
stream by reporting revenue on a net basis, since we (a) do not act as principal in the
transaction, (b) take no title to the products, (c) have no risks and rewards of ownership, such as the risk
of loss for collection, delivery or returns, and (d) do act as an agent or broker (including performing services, in substance,
as an agent or broker) with compensation on a commission or fee basis on sales.  We determined that we should report revenue
based on the net amount billed to a customer when considering each of the following eight indicators of gross revenue
reporting listed in ASC Paragraph 605-45-45-4 through 605-45-45-14 as specified (1) we are not the primary obligor
in the arrangement; (2) we have no general inventory risk (before customer order is placed or upon customer
return); (3) we have no latitude in establishing price; (4) we do not change the product or
perform part of the service; (5) we have discretion in supplier selection (i.e., we have multiple suppliers for the products
ordered by a customer and discretion to select the supplier that will provide the product(s) or service(s) ordered by a customer);
(6) we are not involved in the determination of product or service specifications (i.e., we do not determine the nature,
type, characteristics or specifications of the product(s) or service(s) ordered by the customer); (7) we have no physical
loss inventory risk of purchased inventories after customer order; and (8) we have no credit risk.



Revenue to date is classified as commission
fee revenue because it consists of the sale of gold bullion coins which were purchased by us on behalf of clients.



The cost of goods sold, which is only for
the first revenue stream described above, consists of scrap gold and silver and bullion coins purchased, plus the shipping costs
to deliver them to the precious metal refineries.



19







Limited Operating History



We are considered a development stage company
in accordance with the guidance contained in the Codification Topic No. 915, “Development Stage Entities.”  We
are still devoting substantially all of our efforts toward establishing our business, and our planned principal operations
have commenced in a limited capacity.  All losses accumulated since inception have been considered as part of our
development stage activities.



We have commenced limited operations and
will require additional capital to recruit personnel to operate our business and to implement our business plan.



Matters that May or Are Currently Affecting Our Business



The main challenges and trends that could
affect or are affecting our financial results include:



| | · | Decrease in gold and silver prices - Gold and silver prices
have historically been subject to fluctuations and are affected by numerous factors beyond our control. Stronger gold and silver
prices have resulted in a greater interest by Americans in selling their unwanted jewelry, scrap gold and silver, coins and other
gold and silver items. There can be no assurance that this interest will continue at its current level and, when gold and silver
prices do decrease, we expect fewer Americans will be interested in selling their gold and silver items, resulting in a lack of
supply of goods to us and more competitive conditions, which will negatively impact our financial results.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Direct competition with jewelry stores and pawnshops- Some
jewelry stores and pawnshops benefit from occupying “brick and mortar” storefronts, being located in retail areas and
utilizing print and other advertising in a given community, thus being more visible to potential sellers of gold and silver items,
than we are. In addition, most of these jewelry stores and pawnshops have greater financial resources than we do. These additional
resources may allow these competitors to continue in the business longer than we can under adverse market conditions.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Availability of additional capital- Our growth will depend
on the availability of additional capital.  We have limited commission fee revenue and losses and we may be dependent
on non-banking or traditional sources of capital, which tend to be more expensive.  Any increase in cost of goods sold
will further tighten cash reserves.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Results of Operations



In May 2012, we sold approximately
$3,400 in gold items and, in July 2012, we sold approximately $600 in gold items to a metal refiner. Costs associated with
these sales were approximately $3,600. For the period from August 16, 2011 (date of inception) to June 30, 2013, we had
$4,141 in total revenue earned during the development stage, including $120 in commission fee revenue. The commission
revenues were generated from the purchase of gold bullion coins for clients, which are not our normal revenue generating
activity of organizing events and parties in which guests bring their unwanted jewelry, scrap gold and silver, coins and
other gold and silver items to sell to us. The above revenue less the cost of goods sold yielded a gross profit of
$533. Operating and other expenses for the period totaled $54,931, resulting in a net loss of $(54,398). Expenses for the
period consisted of $50,206 in professional fees and $4,237 for general and administrative expenses. No income tax
provision has been made for the period from August 16, 2011 (date of inception) to June 30, 2013.



20









Liquidity and Capital Resources



As of June 30, 2013, we had $2,099 cash
on hand and $17,773 in inventory. We anticipate that our cash position is not sufficient to fund current operations.  We
have no lending relationships with commercial banks and are dependent upon the completion of one or more financings or equity
raises to fund our continuing operations.  We anticipate that we will seek additional capital through debt or equity financings. 
While we are aggressively pursuing financing, there can be no assurance that we will be successful in our capital raising
efforts.  Any additional equity financing may result in substantial dilution to our stockholders.



Our financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal
course of business for the foreseeable future. Since inception, we have generated minimal commission fee revenue and accumulated
operating losses.  In addition, we do not have sufficient working capital to meet current operating needs for the
next 12 months, as described above.  All of these factors raise substantial doubt about our ability to continue
as a going concern.



Our officers and directors have not, as
of the date of this report, loaned any funds to us.  Except as indicated below, there are no such formal commitments
or arrangements to advance or loan funds to us in the future.



Seasonality



Although our operating history is limited,
we do not consider our business to be seasonal.



Off Balance Sheet Arrangements



We do not have any off balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenue or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor
in our securities.



Cash Requirements



We believe that our $2,099 in cash on
hand at June 30, 2013, limited cash flow from operations to date from our sale of approximately $3,400 in gold items to a precious
metal refiner in May 2012, and limited cash flow from our sale of approximately $39,806 of common stock (net of $196 in transaction
costs) will meet part of our present cash needs. However, we will require additional cash resources, by selling equity or seeking
loans, to meet our expected capital expenditure and working capital needs. We estimate that we will require approximately $25,000,
or approximately $2,000 per month, in capital to continue as a going concern over the next 12 months. The sale of additional equity
securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service
obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may
not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable
to us, or at all, could limit our ability to expand or continue our business operations and could harm our overall business prospects.



These conditions indicate a material uncertainty
that casts significant doubt about our ability to continue as a going concern.   We require additional debt or equity
financing to have the necessary funding to continue operations and meet our obligations. We have continued to adopt the going concern
basis of accounting in preparing our financial statements.



21







Emerging Growth Company



We are an “emerging growth company”
under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107
of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an
“emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised
accounting standards.



Item 3.	 Quantitative and Qualitative
Analysis About Market Risk



Not required.



Item 4. Controls and Procedures



| | (a) | Evaluation of Disclosure Controls and Procedures
| | --- | ------------------------------------------------



Under the supervision and with the participation
of our management, including our principal executive officer, we conducted an evaluation of our disclosure controls and procedures,
as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and our principal
financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that
information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required
disclosures.



| | (b) | Changes in Internal Control Over Financial Reporting
| | --- | ----------------------------------------------------



There were no changes in our internal control
over financial reporting during the second quarter of fiscal 2013 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.



22







PART
II - OTHER Information



Item 1. Legal Proceedings.



As of the date hereof, there are no pending
legal proceedings to which we are a party or of which any of our property is the subject.



Item 1A. Risk Factors.



Not required.



Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds.



None.



Item 3. Defaults Upon Senior Securities.



None.



Item 4. Mine Safety Disclosures.



None.



Item 5. Other Information.



None.



Item 6. Exhibits.



Exhibits required by Item 601 of Regulation
S-K:



|Number   |  | Description                                                                                                                                                                   
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |  |                                                                                                                                                                               
|3.1      |  | Certificate of Incorporation of Gold Party Payday, Inc., filed September 19, 2011 with the Secretary of State of the State of Delaware. (1)                                   
|         |  |                                                                                                                                                                               
|3.2      |  | Bylaws of Gold Party Payday, Inc. (1)                                                                                                                                         
|         |  |                                                                                                                                                                               
|31.1     |  | Certification as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer and Chief Financial Officer.                                 
|         |  |                                                                                                                                                                               
|32.1     |  | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer and Chief Financial Officer.
|         |  |                                                                                                                                                                               
|101.INS* |  | XBRL Instance Document.                                                                                                                                                       
|         |  |                                                                                                                                                                               
|101.SCH* |  | XBRL Taxonomy Extension Schema.                                                                                                                                               
|         |  |                                                                                                                                                                               
|101.CAL* |  | XBRL Taxonomy Extension Calculation Linkbase.                                                                                                                                 
|         |  |                                                                                                                                                                               
|101.LAB* |  | XBRL Taxonomy Extension Label Linkbase.                                                                                                                                       
|         |  |                                                                                                                                                                               
|101.PRE* |  | XBRL Taxonomy Extension Presentation Linkbase.                                                                                                                                
|         |  |                                                                                                                                                                               
|101.DEF* |  | XBRL Taxonomy Extension Definition Document                                                                                                                                   










| | (1) | Incorporated by reference to the exhibits included with Registration Statement on Form S-1 (No. 333-179490), declared effective
by the U.S. Securities and Exchange Commission on June 25, 2012.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



* To be filed by amendment



23







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.



|                       | GOLD PARTY PAYDAY, INC.
|---------------------- | -----------------------
|                       |                        
|Date:  August 13, 2013 | By:                    
|                       |                        
|                       |                        
|                       |                        
|                       |                        
|                       |                        



24