- Annual Report (10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2011

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

For the transition period from _____________ to _____________

Commission file number: 000-53559

KENSINGTON LEASING, LTD.

(Exact name of registrant as specified in its charter)


Nevada		80-0212045
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)


13520 Oriental St., Rockville, MD		20853
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 909-708-4303

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

Securities registered pursuant to Section 12(g) of the Act: Common stock, $0.001 par value

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

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

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. ý Yes ¨ No

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

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

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

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-accelerated Filer ¨

(Do not check if a smaller reporting company)

Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes ý No

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed first fiscal quarter of June 30, 2011 was $49,756,980.

On March 31, 2012, the Company had 47,922,075 outstanding shares of Common Stock, $.001 par value.

TABLE OF CONTENTS

		Page


PART I		2
Item 1.	BUSINESS	5
Item 1A.	RISK FACTORS	5
Item 1B.	UNRESOLVED STAFF COMMENTS.	5
Item 2.	PROPERTIES	5
Item 3.	LEGAL PROCEEDINGS	5
Item 4.	(Removed and Reserved)	5

PART II		5
Item 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	5
Item 6.	SELECTED FINANCIAL DATA	6
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	7
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	15
Item 9A.	CONTROLS AND PROCEDURES	15
Item 9B.	OTHER INFORMATION	16

PART III		16
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	17
Item 11.	EXECUTIVE COMPENSATION	19
Item 12.	SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	19
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	20
Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	22
Item 15.	EXHIBITS, FINANCIAL STATEMENTS SCHEDULES	22

Introductory Comment

Throughout this Annual Report on Form 10-K, the terms “ we ,” “ us ,” “ our ” and the “ Company ” refer to Kensington Leasing, Ltd., and, unless the context indicates otherwise, also include our subsidiary, Allianex Corp. (“ Allianex ”).

“Safe Harbor” Statement

From time to time, we make oral and written statements that may constitute “forward-looking statements” (rather than historical facts) as defined by the Securities and Exchange Commission (the “SEC”) in its rules, regulations and releases, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All statements in this Annual Report, including under the captions “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” other than statements of historical fact, are forward-looking statements for purposes of these provisions, including statements of our current views with respect to our business strategy, business plan and research and development activities, our future financial results, and other future events. These statements include forward-looking statements both with respect to us, specifically, and the technology industry, in general. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “estimates,” “potential” or “could” or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements.

All forward-looking statements involve inherent risks and uncertainties, and there are or will be important factors that could cause actual results to differ materially from those indicated in these statements. Such risk factors include, among others: whether the Company can successfully execute its operating plan, including the Company’s ability to integrate acquired companies and technology; the Company’s ability to retain key employees; general market conditions; and other factors discussed under the captions “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all of which you should review carefully. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we anticipate. Please consider our forward-looking statements in light of those risks as you read this Annual Report. Actual results may differ materially from those contained in the forward-looking statements in this Annual Report. The Company does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

PART I

Item 1. BUSINESS

History

The Company was incorporated in Nevada on June 27, 2008 as Kensington Leasing, Ltd. Prior to the acquisition of the assets of Allianex, LLC on June 4, 2010, we only had cash and other nominal assets and nominal operations, which made us a “shell” corporation as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended. With the acquisition of the assets of Allianex, LLC, we ceased to be a “shell” corporation.

The Company’s initial business plan was to specialize in leasing equipment to a select clientele. Because it took longer than anticipated to launch the Company’s leasing business, the Company elected to investigate additional lines of business. The leasing business has generated minimal revenues since inception and has been discontinued.

On June 4, 2010, the Company, through its newly formed wholly-owned subsidiary Allianex Corp., purchased substantially all of the assets of Allianex, LLC (the “Allianex acquisition”). The Company’s primary business after the Allianex acquisition until the acquisition of Wikifamilies SA, as discussed below, was the production, marketing and distribution of a retail line of prepaid stored value cards for the purchase of technology support and security services for electronic devices. Allianex Corp. has generated only nominal revenues since the acquisition. On December 22, 2011 the Company signed a Settlement and Releases Agreement with Kenneth Rotman among others, wherein Mr. Rotman agreed to release any and all claims against the Company, including claims for unpaid wages he believed he was entitled to receive, in exchange for the assets and business of Allianex Corp.

On May 20, 2011, the Company acquired all of the outstanding equity securities of Wikifamilies SA (the “Wikifamilies acquisition”), making Wikifamilies SA a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the Wikifamilies acquisition is treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.

The Company’s current primary business is the operations of Wikifamilies SA. Wikifamilies SA is a pre-revenue development stage Swiss company formed in February 2011 to design, develop and operate an Internet-based social media website, Wikifamilies.com, with a unique emphasis security for families, trusted groups and professionals incorporating significant new technologies. This web-based platform is intended to enhance the ability of families, trusted groups and professionals to communicate and share family history and events while providing a secure location to transact family-related business matters. Further it provides professionals such as lawyers, accountants, brokers and others a secure and private environment to exchange business information. Wikifamilies SA launched the website for beta testing in September of 2011 and launched the website for full scale use on March 30, 2012. Its professional version will be released in Q3 2012.

On October 27, 2011, the Company changed its name to Wikifamilies, Inc. through a short-form merger with its newly formed wholly owned subsidiary of the same name.

Business of Wikifamilies

Wikifamilies SA is a development stage Swiss company formed to design, develop and operate an Internet-based social media website, Wikifamilies.com, with a unique emphasis on security for families, trusted groups and professionals incorporating significant technologies. This web-based platform is intended to enhance the ability of families trusted groups and professionals to communicate and share family history and events while providing a secure location to transact family-related business matters. Wikifamilies launched the website on March 30, 2012. On February 25, 2012, we signed a binding letter of intent to partner with The Revelation Network whereby Wikifamilies services will be offered to the 87,000 US Pastors Association members and their combined 17 million congregants. Other similar scale partnerships are currently under negotiation.

Our name captures two of our core elements. "Wiki" because our format is editable by users; and "families" because to us, that best describes close knit communities of users, be they families, businesses, communities, sports clubs, research teams or collaborate work groups.

Whilst we are essentially a social media company, we are so much more and provide video recording for capturing events and memories, time line management of data, real time video viewing, music filing and most of all, because we believe our users have the right to privacy if they so wish, we facilitate safe storage of data where the user determines exactly who sees it and when. That means that very confidential data such as photographs, videos, banking details, passwords, stock certificates, wills and so on can be securely stored in the cloud and only accessed by specific family members nominated by the user.

Nielsen published stats showing that “three of the world’s most popular brands online are social-media related (Facebook, YouTube and Wikipedia) and the world now spends over 110 billion minutes on social networks and blog sites. This equates to 22 percent of all time online or one in every four and half minutes. For the first time ever, social network or blog sites are visited by three quarters of global consumers who go online, after the numbers of people visiting these sites increased by 24% over last year. The average visitor spends 66% more time on these sites than a year ago, almost 6 hours in April 2010 versus 3 hours, 31 minutes last year.”

Wikifamilies has designed its site with multiple revenue streams and a rich user experience to offer users both entertainment and functionality while being affordable and providing real value. The Wikifamilies platform keeps families together and in-touch while providing a secure location to transact family-related business matters.

Wikifamilies.com is designed to allow users to store resources, such as videos, photographs, documents, etc. for access by other family members. These resources are stored in an 'as-is' fashion so that none of the original quality is lost which is a unique feature. Private information such as investment papers, bank account information and even future oriented items, such as wills, can be encrypted and/or time-locked and can be made accessible only to certain members or at certain times. This functionality will be available in Wikifamilies Vault Service, available on a subscription/fee basis.

Wikifamilies.com also provides above bank level security, family “Secrets Vault”, for storing valuable records, instructions in case of emergencies and the like. These resources are stored in an 'as-is' fashion, but what if some are investment papers, bank account information (especially private bank information), or even future oriented, such as wills. What if these resources could be encrypted and/or time-locked? What if they were only accessible to certain members at certain times? This functionality is available in Wikifamilies.com’s Secrets Vault Service, available on a subscription/fee basis.

Monetizing social networking is a key goal for online social network brand owners, advertisers, content providers, apps developers, hardware and software providers, as well as the social networking platforms themselves and their user communities. The period between 2010 – 2012 represents the key near term strategic window in establishing incumbency in the social networking market, and the market is racing towards maturity by 2015.

Wikifamilies is strongly pursuing two objectives being first to offer its services on mobile devices and second to expand its coverage through partnerships as evidenced by the Revelation Network deal. Wikifamilies has two business models which are basically adjusted according to the delivery partner’s requirements. The first revenue model is a straight per user license fee with the partner retaining all other revenues. The second revenue model is to provide users with the first 2 GB of storage free and thereafter charge a small fee for additional storage space plus charges for other services provided.

Competition

We believe that our www.Wikifamilies.com platform offer a number of competitive advantages. These are:

Complete privacy: users cannot be “discovered” by any search engines and thus their usage of Wikifamilies remains private. Users are only added through setting up an account or being invited to that account by the user. Therefore stalking, pestering, priming of minors and so is next to impossible.

Confidentiality: because all data is fully encrypted on our servers, confidentiality is assured.

Range of data: whereas our competitors only allow for up-loading of photographs and videos, Wikifamilies allows ALL forms of data files to be up-loaded. Examples are word documents, spreadsheets, music files, PowerPoint presentations, videos and photographs.

Data quality: Our competitors reduce the quality of videos and photographs for example in order to save on storage space. We provide the same quality as originally loaded. This for example is attracting recording artists to use Wikifamilies.com because the integrity of the quality of their recoded music is second to none.

Video journals: Wikifamilies provides the opportunity to record regular journals about one’s life, family events, children’s development progress and the like.

Time capsuling: our patent pending time capsule allows messages to be securely left for the future only to be opened on a specific date (e.g. Daughter’s 80 ^th birthday) or specific event such as a marriage, birth or death.

While we believe our business model has many competitive advantages, social networking markets are competitive and subject to continuous technological innovation. Our competitiveness depends on our ability to offer products that meet customers’ needs on a timely basis. Customers may prefer social networking platforms from our competitors because of greater product breadth offered by the competitor, or perceived advantages in price, technical support, convenience, compatibility or other issues but we do not believe that their use of those other services will be exclusive. That is most of our users will belong to both a competitors system as well as Wikifamilies.

We face competition in the social networking industry from a number of fronts. Most if not all of these competitors have substantially greater financial, technical, manufacturing, marketing, distribution and other resources than ours:

Some of the competitors are:

Facebook: a pure social networking platform but without the quality or the privacy levels provided by Wikifamilies. For example, search engines will always find a person on Facebook. In addition, despite the external privacy provisions, all data is mined to create demographics and much data is reviewed by moderators to determine its “suitability” (example deletion of breast feeding photographs. Limitation on types of files that can be uploaded.

Google+, similar limitations to Facebook.

YouTube: Limitation on files that can be uploaded as basically it is pure video.

DropBox: Requires software to be downloaded onto the client device in order to be used and has lower levels of security.

Intellectual Property

We currently have a patent pending on our Time Capsule technology. Our patent attorney believes that we have at least three other patent possibilities and is currently conducting “prior art” studies on these.

Government Regulation

The software developed is of U.S. and Swiss origin and uses cryptology. Therefore Wikifamilies is obligated to comply with all applicable international and national laws that apply to the use of cryptology software, including the U. S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. These vary from country to country in terms of the strength of cryptology that may be utilized both for transmission and data storage. In some jurisdictions all data must be stored within national boundaries.

Employees

Our employees consist of our Chief Executive Officer, our Chief Information Officer, our Senior Vice President of Partner Relations, two Business Development Directors and our Chief Technology Officer, all of whom provide services to us on a full-time basis, and our Chief Financial Officer and our Chief Legal Officer who both provides services to us on a part-time basis.

Item 1A. RISK FACTORS

Not Applicable.

Item 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

Item 2. PROPERTIES

We have an administrative office in Nyon, Switzerland, that is owned by the wife of our Chief Executive Officer and provided to us without charge.

Item 3. LEGAL PROCEEDINGS

Nothing to report.

Item 4. (Removed and Reserved)

PART II

Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has traded on the OTCQB under the symbol “KNSL” since August 17, 2009 and under the ticker symbol “WFAM” since December 20, 2011. The OTCQB is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter equity securities. The OTCQB securities are traded by a community of market makers that enter quotes and trade reports. Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. This market is extremely limited and any prices quoted may not be a reliable indication of the value of our common stock. Furthermore, the trading volume of our securities fluctuates and may be limited during certain periods. As a result of these volume fluctuations, the liquidity of an investment in our securities may be adversely affected. The following table sets forth the high and low sale prices per share of our common stock for the periods indicated as reported on the OTCQB. As of March 30, 2012, the closing-sale price for our common stock was $0.185 per share.

	Common Stock
	High		Low
2012:
First Quarter	$	0.59	$	0.15
2011:
Fourth Quarter	$	0.99	$	0.11
Third Quarter	$	2.40	$	0.51
Second Quarter	$	3.24	$	1.05
First Quarter	$	4.00	$	2.50

2010:
Fourth Quarter	$	4.50	$	2.50
Third Quarter	$	4.50	$	3.30
Second Quarter	$	4.50	$	3.68
First Quarter	$	7.00	$	3.48
2009:
Fourth Quarter	$	7.00	$	7.00
Third Quarter	$	7.00	$	5.00
Second Quarter- Stock Unavailable for Trading	$	0.00	$	0.00
First Quarter- Stock Unavailable for Trading	$	0.00	$	0.00

Holders

As of March 31, 2012, there were 47,922,075 shares of common stock outstanding held by approximately 189 holders of record.

Dividends

Our Board of Directors has not declared a dividend on our Common Stock since inception and we do not anticipate the payments of dividends in the near future, as we intend to reinvest our profits to grow our business.

Equity Compensation Plans

We have no equity compensation plans as defined under Item 402 of Regulation S-K.

Recent Sales of Unregistered Securities

Pursuant to the Stock Purchase Agreement, dated March 23, 2011, on the same date, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement, and 600,000 shares of Common Stock at a purchase price of $.25 per share upon closing of the Exchange Agreement with Wikifamilies SA, see Item 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDCE.

From June 30, 2011 through September 30, 2011, the Company issued 742,947 shares of Common Stock at $.25 per share to Angelique de Maison pursuant to the Stock Purchase Agreement dated March 23, 2011.

These issuances were effected without registration under the Securities Act of 1933, as amended, in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D there under. Ms. de Maison is an accredited investor, no general solicitation or advertising was used in connection with the sale of the shares, and the Company has imposed appropriate limitations on resales. There was no underwriter involved in these sales.

Item 6. SELECTED FINANCIAL DATA

Not Applicable.

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this Annual Report on Form 10-K as well as with Management’s Discussion and Analysis or Plan of Operation contained in the Company’s Current Report on Form 8-K filed on June 10, 2010, as amended.

Forward Looking Statements

This discussion and the accompanying financial statements (including the notes thereto) may contain “forward-looking statements” that relate to future events or our future financial performance, which are made pursuant to the safe harbor provisions of the Exchange Act. The forward-looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those contained elsewhere in this Annual Report on Form 10-K and the Company’s Current Report on Form 8-K filed on June 10, 2010, as amended. The Company undertakes no obligation to publicly update any forward-looking statements.

Overview

No Comparable Information

There is no relevant comparable historic financial information for the current quarter ended December 31, 2011 and the quarter ended December 31, 2010, as Wikifamilies SA’s operations did not begin until March 2011. Therefore, limited information is provided in our Results of Operations section below.

Results of Operations

Unless otherwise noted, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.

Revenues

There were $2,550 in revenues generated during the twelve months ended December 31, 2011. These revenues were generated by Allianex Corp. from sales of prepaid cards. These revenues were recorded in loss from discontinued operations along with $15,000 in cost of goods sold.

We disposed of the business of Allianex on December 22, 2011 and expect no have no future from our Allianex Corp. segment. We do not expect any revenues from our Wikifamilies SA segment until after Wikifamilies.com is launched, which occurred on March 30, 2012.

General and Administrative

For the twelve months ended December 31, 2011, general and administration expenses were $193,739. The expenses were incurred in connection with salaries, payroll taxes, travel, office expenses and utilities.

An additional $2,746 in general and administrative expenses was recorded in loss from discontinued operations.

We expect general and administrative expenses for 2012 to trend upward as we continue to incur additional expenses necessary to grow our business for the full scale launch of Wikifamilies.com, which occurred on March 30, 2012.

Legal and Accounting

For the twelve months ended December 31, 2011, legal and accounting expenses were $143,347. These expenses include corporate legal, accounting, shareholder and SEC filing expenses incurred in connection with our status as a public reporting company.

We expect legal and accounting expenses for 2012 to trend marginally upward as we continue to incur additional expenses necessary to grow our business and as a result of our being a public reporting company.

Depreciation and Amortization

For the twelve months ended December 31, 2011, depreciation and amortization was $17,365. Depreciation and amortization was incurred in connection with the Wikifamilies acquisition.

An additional $5,435 in depreciation and amortization was recorded in loss from discontinued operations.

We expect depreciation and amortization to increase as Wikifamilies SA purchases property and equipment required to support www.wikifamilies.com.

Other Income/Expense

For the twelve months ended December 31, 2011 interest income was $5,627. Interest was earned on funds deposited in our bank accounts.

For the twelve months ended December 31, 2011 we incurred a loss on the disposal of the Allianex assets of $89,318.

For the twelve months ended December 31, 2011 we incurred an impairment on assets of $22,065.

Net Income/Loss

For the twelve months ended December 31, 2011, net loss was $480,837. Net loss resulted from incurring operational expenses without generating revenue and from the loss on the disposal of the Allianex assets.

Liquidity and Capital Resources

At December 31, 2011, our principal sources of liquidity included cash and cash equivalents of $24,256. At December 31, 2011, we had working capital of $234,113. Working capital was primarily generated through cash received from the sale of shares of our Common Stock to Angelique de Maison, the former Chairman of our Board of Directors, notes receivable, investments and prepaid expenses.

On March 23, 2011, the Company entered into a Stock Purchase Agreement with Ms. de Maison pursuant to which the Company agreed to issue, and Ms. de Maison agreed to purchase, shares of Common Stock of the Company, in certain installments. Pursuant to the Stock Purchase Agreement, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and 600,000 shares of Common Stock at a purchase price of $.25 per share upon closing of the Wikifamilies acquisition on May 20, 2011. In addition, pursuant to the Stock Purchase Agreement, the Company has agreed to issue, and Ms. de Maison has agreed to purchase, subject to certain conditions, up to $100,000 of shares of Common Stock per month, at a purchase price of $.25, for a period of 18 months, as requested by the Company. If certain budgetary projections are not met, the purchase price for future monthly installments will be reduced to $.20 per share of Common Stock and additional shares of Common Stock will be issued in order to retroactively adjust the purchase price for any previously purchased shares. As a condition to each installment, the Company must be solvent and in the same line of business as of the date of the Closing, there must not have been any material breach of the Exchange Agreement by the former Wikifamilies shareholders, and the Company must not have become subject to any material contingent liability. Furthermore, Ms. de Maison may terminate her obligations upon the occurrence of certain events, including her removal from the Board of Directors, the Company undergoing a change in control (as defined in the Stock Purchase Agreement), the Company failing to meet the agreed upon projected budget by a specified amount, or the Company becoming subject to bankruptcy proceedings or a material contingent liability.

Ms. de Maison has invested a total of $185,737 in monthly installments under this agreement to date. Ms. de Maison resigned her position as Director of the Company in August 2011 and at that time was relieved of her obligation to continue funding the company.

For the twelve months ended December 31, 2011, we used $199,478 in cash from operations which was derived from net loss of $480,837, decreased by non-cash adjustments of $134,183, and decreased by changes in operating assets and liabilities of $147,177.

Investment activities consumed $233,617 during the twelve months ended December 31, 2011 which was derived from the purchase of $285,448 in capitalized research costs and $23,169 in fixed assets less $75,000 in a cash advance. As of December 31, 2011, we did not have any significant commitments for capital expenditures.

Financing activities provided $436,138 during the twelve months ended December 31, 2011, which was derived mainly from an increase of $25,000 in a related party note payable to Ms. de Maison, an increase of 45,955 in a related party note with Malcolm Hutchinson and $335,737 in Common Stock sales also to Ms. de Maison, as described above as well as $106,547 in sales of Wikifamilies SA shares, $53,274 of which is still due.

If we do not generate sufficient cash flow from operations to support our business, we intend to rely on additional financing transactions to secure the capital necessary to fund continued operations. Any future sale of debt or equity may be pursuant to a private placement or a public offering. We are currently in discussions with a number of parties for a private placement. There can be no assurances that any future financing will be made available to us, or made available on terms that are favorable to the Company or our current stockholders.

Estimates

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Income Taxes

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period that includes the enactment date.

Factors That May Affect Future Operating Results

We are subject to various risks that may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related To Our Business

We are a young company with little operating history, which makes it difficult to evaluate an investment in our company.

The future of our Company currently is dependent upon our ability to successfully develop our current lines of business and to otherwise develop or acquire new lines of business. While we believe we will be successful in the long term, we have limited operating history against which we can test our plans and assumptions, and therefore cannot evaluate the likelihood of success. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment. Our future operating results will depend on many factors, including the ability to generate sustained and increased demand and acceptance of our products, the level of our competition, and our ability to attract and maintain key management and employees. While management believes their estimates of projected occurrences and events are within the timetable of their business plan, there can be no guarantees or assurances that the results anticipated will occur.

We expect to incur net losses in future quarters and we cannot assure you that we will ever achieve profitability.

We have operated at a loss since our inception and minimal revenues to date. If we do not achieve profitability, our business may not grow or operate. We are likely to continue to incur losses unless and until we are able to generate significantly more revenues from our current line of business. Wikifamilies is projecting that it will take until 2013 before it reaches any form of profitability. We will need to generate revenues from the sales of our products or take steps to reduce operating costs to achieve and maintain profitability. We may not achieve sufficient revenues or profitability in any future period. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis. If we do not become profitable or are unable to maintain future profitability, the market value of our common stock may be adversely affected.

We require additional funds to operate in accordance with our business plan, which we may not be able to obtain on terms acceptable to us, if at all. If we cannot obtain additional funds, our ability to operate may be adversely affected.

We may not be able to obtain additional funds that we may require. We do not presently have adequate cash from operations or financing activities to meet our long-term needs. If unanticipated expenses, problems, and unforeseen business difficulties occur, which result in material delays, we will not be able to operate within our budget. If we do not operate within our budget, we will require additional funds to continue our business. If we are unsuccessful in obtaining those funds, we cannot assure you of our ability to generate positive returns. Further, we may not be able to obtain the additional funds that we require on terms acceptable to us, if at all. We do not currently have any established third-party bank credit arrangements. If the additional funds that we may require are not available to us, we may be required to curtail significantly or to eliminate some or all of our development, manufacturing, or sales and marketing programs.

The additional funds, we may seek to obtain are primarily through equity or debt financings. Such additional financing, if available on terms and schedules acceptable to us, if available at all, could result in dilution to our stockholders. We may also attempt to obtain funds through arrangement with corporate partners or others. Those types of arrangements may require us to relinquish certain rights to our intellectual property or resulting products.

There is substantial doubt about our ability to continue as a going concern, which means that we may not be able to continue operations unless we obtain additional funding.

The report of our independent accountants on our December 31, 2011 financial statements includes an explanatory paragraph indicating that there is substantial doubt about our ability to continue as a going concern due to recurring losses and working capital shortages. Our ability to continue as a going concern will be determined by our ability to obtain additional funding. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We are highly dependent on Malcolm Hutchinson, our CEO. Loss of Mr. Hutchinson could negatively impact our business and the value of our common stock.

For the continued operation of the Wikifamilies business, we are largely dependent on Mr. Hutchinson for his familiarity with the Wikifamilies technology. Our ability to successfully market and distribute our products may be at risk from an unanticipated accident, injury, illness, incapacitation, or death of Mr. Hutchinson. Upon such occurrence, unforeseen expenses, delays, losses and/or difficulties may be encountered. We have not purchased key man insurance on any of our officers, which insurance would provide us with insurance proceeds in the event of their death. Without key man insurance, we may not have the financial resources to develop or maintain our business until we could replace such individuals or to replace any business lost by the death of such individuals.

Our success may also depend on our ability to attract and retain other qualified management and sales and marketing personnel. We compete for such persons with other companies and other organizations, some of which have substantially greater capital resources than we do. We cannot give any assurance that we will be successful in recruiting or retaining personnel of the requisite caliber or in adequate numbers to enable us to conduct our business.

We face intense competition from other providers of social networking websites. If we cannot offer consumers a reason to use our website instead of or in addition to the social networking websites marketed by our competitors, our business and the results of our operations will be adversely affected.

We have many competitors that provide social networking websites. Our competitors include Facebook, Google +, DropBox and many others. End-user customers may prefer obtaining social networking from such competitors because of greater product breadth offered by the Company, perceived advantages in price, technical support, compatibility or other issues.

Many of our competitors have greater brand name recognition and financial, technical, sales, marketing and other resources than we do and consequently may have an ability to influence customers to purchase their products rather than ours. Our competitors could also gain market share by acquiring or forming strategic alliances with our other competitors . Finally, because new distribution methods offered by the Internet and electronic commerce have removed many of the barriers to entry historically faced by start-up companies in the technology industry, we may face additional sources of competition in the future.

If we are unable to provide new and enhanced Internet security or identity protection support services to meet emerging industry standards, our operating results could be adversely affected.

Our future success depends on our ability to address the rapidly changing needs of our customers by developing, acquiring and introducing new products and services on a timely basis. The success of our business depends on our ability to keep pace with technological developments and emerging industry standards . We intend to continue to expand our product offerings to meet or anticipate trends in technology use. However, if we are unable to successfully develop such products or if we develop these products but demand for them does not materialize or occurs more slowly than we expect, we will have expended resources (such as personnel and equipment) and capital without realizing sufficient revenue to recover these costs, and our operating results could be adversely affected.

We may experience software defects, computer viruses and development delays, which could damage customer relations, decrease our potential profitability and expose us to liability.

Our products are based on sophisticated software and computing systems that often encounter development delays, and the underlying software may contain undetected errors, viruses or defects. Defects in our software products and errors or delays in our processing of electronic transactions could result in:

additional development costs;

diversion of technical and other resources from our other development efforts;

loss of credibility with current or potential customers;

harm to our reputation; or

exposure to liability claims.

In addition, we rely on technologies supplied to us by third parties that may also contain undetected errors, viruses or defects that could have a material adverse effect on our business, financial condition and results of operations. Although we attempt to limit our potential liability for claims through indemnification agreements with our suppliers, we cannot assure you that these measures will be successful in limiting our liability.

We plan to grow rapidly and our inability to keep up with such growth may adversely affect our profitability.

We plan to grow rapidly and significantly expand our operations. We currently have a very small staff and few resources. If we succeed in significantly expanding our operations, our growth may place a significant strain on our management team and other company resources. We will not be able to implement our business strategy in a rapidly evolving market without effective planning and management processes. We have a short operating history and have not implemented sophisticated managerial, operational and financial systems and controls. If we grow significantly, we will have to manage multiple relationships with various strategic partners, including suppliers, distributors, and other third parties. To manage the expected growth of our operations and personnel, we will have to significantly supplement our existing managerial, financial and operational staff, systems, procedures and controls. We may be unable to supplement and complete, in a timely manner, the improvements to our systems, procedures and controls necessary to support our future operations, and consequently our operations will not function effectively. In addition, our management may be unable to hire, train, retain, motivate and manage required personnel, or successfully identify, manage and exploit existing and potential market opportunities. As a result, our business and financial condition may be adversely affected.

Business acquisitions, dispositions, joint ventures, or private equity transactions entail risks and may disrupt our business, dilute stockholder value or distract management attention.

We expect to continue to review opportunities to acquire other businesses or technologies, like Wikifamilies, that would complement our current business plan or otherwise offer growth opportunities. Acquisitions are inherently risky, and no assurance can be given that our previous or future acquisitions will be successful or that they will not materially and adversely affect our business, operating results, or financial condition. If we make any further acquisitions, we may issue stock that would dilute our existing shareholders’ percentage of ownership, and we may incur substantial debt, and/or assume contingent or unknown liabilities.

To acquire and retain distribution channels, we depend on independent outside agents. Our failure to maintain our relationships with our existing agents, and to recruit and establish new relationships with other agents could adversely affect our revenues and internal growth and increase our merchant attrition.

We rely primarily on the efforts of independent outside agents to market our services to partners or other sales channels. Our failure to maintain our relationships with our existing agents, and to recruit and establish new relationships with other agents could adversely affect our revenues and internal growth and increase our merchant attrition.

New and potential governmental regulations designed to protect or limit access to consumer information could adversely affect our ability to provide the services we provide.

We obtain from customers certain personal information when they register as users of the Wikifamilies platform. Due to the increasing public concern over consumer privacy rights, governmental bodies in the United States and abroad have adopted, and are considering adopting additional laws and regulations restricting the purchase, sale and sharing of personal information about customers. Limitations on our ability to access and use customer information could adversely affect our ability to provide the services we offer or could impair the value of these services.

Several states have proposed legislation that would limit the uses of personal information gathered using the Internet. Some proposals would require proprietary online service providers and website owners to establish privacy policies. Congress has also considered privacy legislation that could further regulate use of consumer information obtained over the Internet or in other ways. Moreover, the Federal Trade Commission has recently settled a proceeding with one on-line service regarding the manner in which personal information is collected from users and provided to third parties. Our compliance with these privacy laws and related regulations should not however materially affect our operations.

Changes to existing laws or the passage of new laws could, among other things:

create uncertainty in the marketplace that could reduce demand for our services;

increase the cost of doing business as a result of litigation costs or increased operating costs; or

in some other manner have a material adverse effect on our business, results of operations and financial condition.

Our business may be adversely affected by risks associated with foreign operations.

In the future we intend to work with other service partners or distribution channels based outside of the United States. Political uncertainties, economic changes, civil unrest, exchange rate fluctuations, adverse changes in legal requirements, including tax, tariff and trade regulations and other difficulties in working with companies managed outside the United States could seriously harm the development of our business and ability to operate. Further, as we do more business in an increasing number of countries, our business becomes more exposed to the impact of the political and economic uncertainties, including government oversight, of foreign jurisdictions.

Risks Related to Our Common Stock

The price of our common stock may be negatively impacted by factors which are unrelated to our operations. We cannot assure you that an active public trading market for our common stock will develop or be sustained.

Our common stock currently trades on a limited basis on the OTCQB. Trading of our stock through the OTCQB is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Malcolm Hutchinson, Chief Executive Officer and member of the Board, beneficially owns a substantial amount of our common stock, which gives him significant influence over the direction of our affairs and business. Additionally, this concentration of ownership could discourage or prevent a potential takeover that might otherwise result in our shareholders receiving a premium over the market price for our common stock.

Malcolm Hutchinson, Chief Executive Officer and member of the Board of Directors, directly and indirectly owns approximately 31.21% of our outstanding common stock. Accordingly, he will be able to exert significant influence over the direction of our affairs and business, including any determination with respect to our acquisition or disposition of assets, future issuances of common stock or other securities, and the election or removal of directors. Such a concentration of ownership may also have the effect of delaying, deferring, or preventing a change in control or cause the market price of our stock to decline. Notwithstanding the exercise of his fiduciary duties as a director and executive officer, and any duties that he may have to the Company or our other stockholders in general, Mr. Hutchinson may have interests different than yours.

Future sales of our common stock could put downward selling pressure on our shares, and adversely affect the stock price.

Future sales of our common stock in the public market, or the perception that such sales could occur, could put downward selling pressure on our shares, and adversely affect the market price of our common stock. We have recently granted registration rights in connection with the private placement of our securities. If these shares are registered for resale to the public, a substantial amount of our common stock could be sold on the public market and could result in downward selling pressure.

We do not expect to pay dividends for the foreseeable future.

For the foreseeable future, it is anticipated that earnings, if any, that may be generated from our operations will be used to finance our operations and that cash dividends will not be paid to holders of our common stock.

Obtaining additional capital though the sale of common stock will result in dilution of shareholder interests.

We may raise additional funds in the future by issuing additional shares of common stock or other securities, which may include securities such as convertible debentures, warrants or preferred stock that are convertible into common stock. Any such sale of common stock or other securities will lead to further dilution of the equity ownership of existing holders of our common stock. Additionally, these options, warrants and conversion rights may hinder future equity offerings, and the exercise of those options, warrants and conversion rights may have an adverse effect on the value of our stock. If any such options, warrants or conversion rights are exercised at a price below the then current market price of our shares, then the market price of our stock could decrease upon the sale of such additional securities. Further, if any such options, warrants or conversion rights are exercised at a price below the price at which any particular shareholder purchased shares, then that particular shareholder will experience dilution in his or her investment.

We expect to be subject to SEC regulations and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and other trading market rules, are creating uncertainty for public companies. Our failure to comply with these laws may have a material adverse effect on our business and stock price.

We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest appropriate resources to comply with evolving standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Trading of our stock may be restricted by the SEC’s penny stock regulations, which may limit a shareholder’s ability to buy and sell our stock.

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

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements, notes thereto and related reports are included in this Annual Report on Form 10K beginning on page F1 and are included herein by reference.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Nothing to report.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2011. In designing and evaluating the Company’s disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management was required to apply its reasonable judgment. Based upon the required evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2011, the Company has determined that its system of controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s management intends to address the material weaknesses in its disclosure controls and procedures as soon as possible.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 15d-15(f) under the Exchange Act, and for assessing the effectiveness of internal control over financial reporting.

Internal control over financial reporting is intended to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use, or disposition of our assets that could have a material effect on our financial statements.

Management had determined during the fiscal year ended December 31, 2011, that there were material weaknesses in its internal control over financial reporting procedures, and developed the following procedure to improve the internal procedures. Financial statements are prepared by the Company’s Chief Financial Officer, reviewed by the Chief Executive Officer, distributed to the Board of Directors for review and comment, along with the Company’s books and records for the periods covered in the financial statements. The financial statements are then presented to the Company’s independent registered public accounting firm for an independent review prior to the filing and disclosure of any financial information.

Management, with the participation of our principal executive and financial officers, conducted an evaluation of the effectiveness of our internal control over financial reporting, as of December 31, 2011, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, management concluded that, as of December 31, 2011, our internal control over financial reporting are not effective.

In the course of the assessment, material weaknesses were identified in the company’s internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Management determined that fundamental elements of an effective control environment were missing or inadequate as of December 31, 2011. The most significant issues identified were: 1) lack of segregation of duties due to very small staff and significant reliance on outside consultants, and 2) risks of executive override also due to lack of established policies, and small employee staff. Based on the material weaknesses identified above, management has concluded that internal control over financial reporting was not effective as of December 31, 2011.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended December 31, 2011 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. OTHER INFORMATION

Not Applicable

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Name	Age	Position
Malcolm Hutchinson	58	Chief Executive Officer, Director
Robert Coleridge	51	Chief Information Officer, Director
Chris Dengler	44	Chief Technology Officer, Director
Trisha Malone	35	Chief Financial Officer, Director

Malcolm Hutchinson. Malcolm Hutchinson, age 58, co-founded Wikifamilies SA in 2011. He became Chief Executive Officer of Wikifamilies, Inc. in connection with the Company’s acquisition of the assets of Wikifamilies, SA on May 20, 2011. He is a seasoned Australian executive and serial entrepreneur who has advised numerous companies on their internet business models and founded and co-founded a number of IT companies, including Living PlanIT SA, WISeKey SA, InfoMat Systems Pty Ltd and ITNetworks Inc. He has served as a strategist and member of the Board of Directors Living PlanIt SA from 2007 to 2011. In addition, he served as Chairman of the Board of Directors of ITNetworks LLC from 2005 until 2007, Chief Executive Officer and member of the Board of Directors of WISeKey SA from 1999 until 2005 (as well as the Chairman of its Board of Directors from 1999 until 2002), and as a member of the Board of Directors of WiseTrust SA from 1999 until 2006. In addition, Mr. Hutchinson served as United Nations Conference on Trade and Development (UNCTD) e-commerce specialist based in Asia from 1995 until 1999 and an Executive Consultant with Morgan & Banks Ltd. from 1994 until 1995. Prior to that time, Mr. Hutchinson served in various executive positions for governmental organizations including as the CEO of the City of Kew (Melbourne Australia), Federal Executive Director of the IMM, Deputy Town Clerk of the City of Richmond (Melbourne Australia), and Chief Clerk of the City of Malvern (Melbourne Australia). Mr. Hutchinson holds a Bachelor Business Studies from Royal Melbourne Institute of Technology (Majors in Law, Accountancy and Information Technology).

Mr. Hutchinson’s entrepreneurial experience developing internet business models led to the conclusion that he should serve as a director of the Company.

Robert Coleridge. Robert Coleridge, age 51, co-founded Wikifamilies SA in 2011. He became Chief Information Officer of Wikifamilies, Inc. in connection with the Company’s acquisition of the assets of Wikifamilies, SA on May 20, 2011. Since June 2010, he has also served as Vice President and Chief Software Engineer of Living PlanIT. He has also been employed as Senior Software Engineer for several software development companies, including Microsoft (1997 to 2007), AdvantageFactory LLC (January 2008 to December 2009), En2Grate Inc. (January 2009 to December 2009), and Co-Operators Life Insurance (January 2010 to June 2010).

Mr. Coleridge’s experience as a software engineer led to the conclusion that he should serve as a director of the Company.

Chris Dengler . Chris Dengler, age 44, co-founded Wikifamilies SA in 2011. He became Chief Technology Officer of Wikifamilies, Inc. in connection with the Company’s acquisition of the assets of Wikifamilies, SA on May 20, 2011. Formerly a Senior Software Design Engineer with Microsoft Corporation and one of the two original architects and developers of what became known as Web Services and .NET, now being used on more than 6 billion devices worldwide. He travelled widely with Bill Gates, Microsoft's Chairman and Chief Architect and other senior Microsoft executives introducing the concept of Web Services at many high profile technical conferences and venture forums such as the PDC, TechEd, and many more. Mr. Dengler's work is found running in many large corporations and infrastructures commonplace across all industry segments, such as Microsoft, Sony, Verizon, Volkswagen, Trans World Entertainment Corporation, Honeywell, US Airways, Costco, PetSmart, and American Express to name just a few. Mr. Dengler was the Chief Software Architect for US Airways, completing the total reconstruction of usairways.com back end infrastructure, design and function as well as a complete new front end. Combined, it was US Airways first attempt of Service Oriented Architecture (SOA). Mr. Dengler also created the architecture for Microsoft's internal "Idea Generation Tool" called "Greenhouse". The Greenhouse idea was delivered directly to Steve Ballmer and then cultivated through various teams based upon Mr. Dengler's architecture and idea. As the holder of several patents he continues to invent new ways to make life simpler and more productive through the use of applied technology.

Mr. Dengler’s experience as a software engineer led to the conclusion that he should serve as a director of the Company.

Trisha Malone. Ms. Malone, age 37, has been a director since November 5, 2010, and Chief Financial Officer since June 23, 2010. Ms. Malone has more than 17 years of experience working in finance and accounting. Ms. Malone has been self-employed as an independent accounting consultant for the past three years and is presently consulting as Corporate Controller for several private companies. She is also presently a director and the Chief Financial Officer of Casablanca Mining Ltd. (OTCBB: CUAU), a public company engaged in precious-metal mine exploration and production. Ms. Malone served as the Corporate Controller for Lenco Mobile Inc. (Pink Sheets: LNCM), which operates in the high growth mobile marketing and Internet sectors, from 2007 to 2009 and as Corporate Secretary for the company until June 2010. From 2006 to 2008, Ms. Malone was the Corporate Controller for Satellite Security Corporation (later renamed Mobicom Corporation (Pink Sheets: MBIC)), a developer of satellite systems for the marine industry. She has an extensive background in all aspects of corporate finance including financial reporting and forecasting as well as mergers and acquisitions. Ms. Malone has a degree in Business Administration from Grossmont College.

Ms. Malone’s experience in finance and accounting and mergers and acquisitions led to the conclusion that she should serve as a director of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers, directors and persons who beneficially own more than 10% of the Company’s common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish the Company with copies of all Section 16(a) forms they file. Malcolm Hutchinson, Robert Coleridge, Chris Dengler, Angelique de Maison, Michael Ryan, Trish Malone, Charlotte Hopkins and Merrimen Investments, Inc., the Company’s current and former officers, directors and persons who beneficially own or owned more than 10% of the Company’s common stock, did not file the Form 3’s required by Section 16(a) of the Exchange Act to indicate their initial status as reporting persons under Section 16(a) on a timely basis. In addition, a Form 4 and Form 5 were not filed on a timely basis in connection with two transactions of Ms. de Maison and a Form 4 was not filed on a timely basis in connection with one transaction by Merrimen Investments, Inc. Except as described above, to the Company’s knowledge, for the fiscal year ended December 31, 2011 and the interim period up to the date of this report, no person who is an officer, director or beneficial owner of more than 10% of the Company’s common stock or any other person subject to Section 16 of the Exchange Act failed to file on a timely basis, reports required by Section 16(a) of the Exchange Act.

Code of Ethics

Our Board of Directors has adopted a code of ethics covering all of our executive officers and key employees. A copy of our code of ethics is included as an Exhibit under Item 15 and will be furnished without charge to any person upon written request. Requests should be sent to: Wikifamilies, Inc. c/o Law Offices of David E. Price - 13520 Oriental St., Rockville, MD 20853

Committees

The Company does not have standing nominating, audit or compensation committees. The Board of Directors believes that it is not necessary to have a standing audit, nominating or compensation committee at this time because, given the Company’s size, the functions of such committees are adequately performed by the Board of Directors. Ms. Malone has been designated by the Board of Directors as the “audit committee financial expert.” Ms. Malone is not considered “independent” as defined by the Nasdaq Marketplace Rules.

Item 11. EXECUTIVE COMPENSATION

The following table provides information as to compensation of all named executive officers of the Company, as defined under Item 402 of Regulation S-K, for each of the Company’s last two fiscal years, or the last fiscal year if the named executive officer was not a named executive officer in the previous fiscal year.

SUMMARY COMPENSATION TABLE

Name and principal position	Year		Salary		All Other Compensation		Total

Malcolm Hutchinson, Chief Executive Officer and Director (1)		2011	$	48,000	$	0	$	48,000
Robert Coleridge, Chief Software Officer and Director (1)		2011	$	81,000	$	0	$	81,000
Chris Dengler, Chief Technology Officer and Director (1)		2011	$	78,700	$	0	$	78,700
Trisha Malone,		2011	$	0	$	0	$	0
Chief Financial Officer and Director (2)		2010	$	5,775	$	0	$	5,775

(1)

Mr. Hutchinson was appointed Chief Executive Officer, Mr. Coleridge was appointed as Chief Information Officer and Mr. Dengler was appointed as Chief Technology Officer on May 20, 2011 with the acquisition of Wikifamilies, SA.

(2)

Ms. Malone was appointed Chief Financial Officer in June 2010.

No executive officer received compensation during the fiscal year ended December 31, 2011 in excess of $100,000. There are no outstanding equity awards or options to any executive officer issued or outstanding for services to the Company.

Employment Agreements

The Company has not entered into any employment contracts.

DIRECTOR COMPENSATION

The Company has not historically paid any compensation to our directors.

In 2012 the Company agreed to issue the following equity awards to directors Thomas Hudson and Stephen Brown: 150,000 shares to Thomas Hudson and 100,000 shares to Stephen Brown.

Item 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 2012 for: (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (ii) each of our named executive officers and directors; and (iii) all of our current named executive officers and directors as a group.

Unless otherwise noted, we believe that each beneficial owner named in the table has sole voting and investment power with respect to the shares shown, subject to community property laws where applicable. An asterisk (*) denotes beneficial ownership of less than one percent.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock		Percentage of Class(1)
Malcolm Hutchinson		14,955,000 (2)		31.21	%
Robert Coleridge		5,985,000		12.49	%
Chris Dengler		5,985,000 (3)		12.49	%
Trisha Malone		15,000		*
Thomas Hudson		150,000		*
Steve Brown		100,000		*
William Hogan		–		–
Directors and Officers as a group (7 persons)		27, 190,000		56.74	%

(1)

The percentage ownership reflected in the table is based on 47,922,075 shares of Common Stock outstanding as of March 31, 2012.

(2)

Includes 6,455,000 shares held directly by Malcolm Hutchinson, 250,000 shares held by Audrey Hutchinson, 250,000 held by Emily Hutchinson, 250,000 shares held by Shanna Hutchinson, 250,000 shares held by Vanessa Hutchinson, 5,000,000 shares held by Nyon Investments PTY Ltd. and 2,500,000 shares held by Elisabeth Rochman which Mr. Hutchinson may be seen to beneficially own.

(3)

Shares held in the name of TC Holdings LLC, Mr. Dengler is an affiliate of TC Holdings LLC.

The Company is not aware of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class of the issuer, other than as set forth above.

Changes in Control

As discussed under Item 1 - Business, on March 23, 2011, the Company entered into an Exchange Agreement with Wikifamilies SA and its shareholders. Pursuant to the Exchange Agreement, the Company agreed to purchase all of the outstanding securities of Wikifamilies from the Wikifamilies Shareholders in exchange for an aggregate amount of 31,500,000 shares of common stock of the Company, which at closing represented approximately 67.99% of the Company’s outstanding common stock.

Pursuant to the Exchange Agreement, upon closing and subject to the requirements of the Securities Exchange Act of 1934, Mr. Hutchinson was appointed as a director and Chief Executive Officer and President of the Company, Chris Dengler, was appointed as Chief Technology Officer and later a director, and Robert Coleridge was appointed as a director and Chief Information Officer.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Common Stock Issuances

On June 27, 2008, the Company issued 800,000 shares of common stock to Angelique de Maison, Chief Executive Officer and Chair of the Board, for setup costs and the Company’s business plan in an amount of $5,000.

On March 31, 2010, the Company issued 6,000,000 shares of its common stock to Ms. de Maison at the price of $0.08 per share, for a total of $480,000 in cash.

On March 23, 2011, the Company entered into a Stock Purchase Agreement with Ms. de Maison pursuant to which the Company has agreed to issue, and Ms. de Maison has agreed to purchase, shares of common stock of the Company, subject to certain conditions, as follows:

300,000 shares of common stock at a purchase price of $.25 per share were purchased upon execution of the Stock Purchase Agreement;

600,000 shares of common stock at a purchase price of $.25 per share were purchased upon closing of the transactions contemplated by the Exchange Agreement with Wikifamilies; and

after the closing of the transactions contemplated by the Exchange Agreement, up to $100,000 of shares of common stock per month, at a purchase price of $.25, for a period of 18 months, as requested by the Company. Ms. de Maison has invested a total of $185,737 in monthly installments under this agreement to date for a total of 742,947 shared purchased as of December 31, 2011.

If certain budgetary projections are not met, the purchase price for future monthly installments will be reduced to $.20 per share of common stock and additional shares of common stock will be issued in order to retroactively adjust the purchase price for any previously purchased shares. As a condition to each installment, the Company must be solvent and in the same line of business as of the date of the Closing, there must not have been any material breach of the Exchange Agreement by Wikifamilies or its shareholders, and the Company must not have become subject to any material contingent liability. Furthermore, Ms. de Maison may terminate her obligations with respect to the installments upon the occurrence of certain events, including her removal from the Board of Directors, the Company undergoing a change in control (as defined in the Stock Purchase Agreement), the Company failing to meet the agreed upon projected budget by a specified amount, or the Company becoming subject to bankruptcy proceedings or a material contingent liability. Ms. de Maison resigned her position as Director of the Company in August 2011 and presently has no obligation to purchase any additional shares under this agreement.

Capital Contribution

On November 29, 2009, Ms. de Maison gifted the URL “sendaprayer.com” to the Company. This asset has been recorded at the cost incurred by Ms. de Maison.

Loans from Angelique de Maison

During the year ended December 31, 2009, Ms. de Maison loaned the Company a total of $14,250 for operating expenses at an interest rate of 10% per year. This loan was applied to the purchase of common stock (including $327 in accrued interest) on December 1, 2010 as discussed below. Ms. de Maison also loaned the Company a total of $5,000 for additional start-up costs at no interest. This loan was also applied to the purchase of common stock on December 1, 2010.

On March 31, 2010, Ms. de Maison agreed to purchase from the Company, subject to certain conditions, upon the Company’s demand at any time on or prior to September 30, 2011, a note in the amount $520,000. The note is unsecured, not convertible, bears interest at the rate of 10% per annum, payable quarterly, and is due and payable on June 30, 2012. During the year ended December 31, 2010, a total of $300,273.24 was borrowed pursuant to this note. As discussed below, the outstanding balance on the note was cancelled on December 1, 2010.

Merriman Option

On April 9, 2010, the Company entered into an Option Purchase Agreement with Merrimen Investments, Inc. (“Merrimen”) pursuant to which the Company sold to Merrimen for $200,000 an option to purchase up to 24,000,000 shares of its common stock. The option had an exercise price of $0.08 per share, was to expire on April 8, 2011, and could be exercised on or after October 1, 2010. Under the Option Purchase Agreement, Merrimen received demand registration rights and piggyback registration rights with respect to the shares it may acquire upon exercise of the option. Zirk Engelbrecht, who may be considered a related party to Ms. de Maison under the rules of the Securities Exchange Act of 1934, as amended, is the sole officer, director and shareholder of Merrimen. Mr. Engelbrecht and Merrimen disclaim beneficial ownership of any securities of the Company beneficially owned by Ms. de Maison, and Ms. de Maison disclaims beneficial ownership of any securities beneficially owned by Merrimen or Mr. Engelbrecht.

On November 9, 2010, Merrimen elected to exercise part of its option granted pursuant to the Option Purchase Agreement to purchase 2,500,000 shares of the Company’s common stock. The exercise price for the shares of common stock was $.08 per share, for an aggregate exercise price of $200,000.

On December 1, 2010, Ms. de Maison purchased from Merrimen the option granted pursuant to the Option Purchase Agreement dated April 9, 2010 and used the $319,850.21 of outstanding principal and interest due under two loans and her note dated March 31, 2010 and as payment of the exercise price under the option for the purchase of 3,998,128 shares of the Company’s common stock. In addition, Ms. de Maison agreed to cancel the unexercised portion of the option.

Director Independence

The Company’s common stock is traded on the OTCQB, which does not maintain any standards regarding the independence of the directors on its Board of Directors. In absence of such requirements, we have elected to use the definition for “director independence” under the Nasdaq Listing Rules.

Currently, four of the Company’s directors are also officers of the Company and therefore only Thomas Hudson, Stephen Brown and William Hogan are considered “independent” as defined by the Nasdaq Marketplace Rules.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Gruber & Co., LLC audited our financial statements for fiscal years 2010 and 2011. Aggregate fees billed to us by Gruber & Co., LLC for professional services rendered with respect to fiscal years 2010 and 2011 were as follows:

	2010		2011
Audit Fees		4,250		5,500
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0

In the above table, in accordance with the SEC’s definitions and rules, “audit fees” are fees we paid for professional services for the audit of our consolidated financial statements included in our Form 10-K and the review of financial statements included in Form 10-Qs, and for services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements; “audit-related fees” are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements; and “tax fees” are fees for tax compliance, tax advice and tax planning.

All audit related services, tax services and other services rendered by the Company’s principal accountant were pre-approved by the Company’s Board of Directors at the time. The Board of Directors has adopted a pre-approval policy that provides for the pre-approval of all of the services that were performed for the Company by its principal accountant.

Item 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

The Company’s financial statements and related notes thereto are listed and included in this Annual Report beginning on page F1. The following exhibits are filed with, or are incorporated by reference into, this Annual Report.

Exhibit	Description
2.1	Exchange Agreement, dated March 23, 2011, by and among Kensington Leasing, Ltd., Wikifamilies SA, Malcolm Hutchinson, Robert Coleridge, Rigosa Finance Limited, and TC Holdings LLC. Incorporated by reference to Exhibit 2.1 to the Annual Report on Form 10-K file on April 15, 2011.
3.1	Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to Registration Statement on Form 10 filed on January 15, 2009.
3.2	Bylaws. Incorporated by reference to Exhibit 3.4 to Registration Statement on Form 10 filed on January 15, 2009.
3.3	Amendment to the Bylaws. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on July 7, 2010.
4.1	Securities Purchase Agreement, dated March 31, 2010, between Kensington Leasing, Ltd. and Angelique de Maison. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 5, 2010.
4.2	Option Purchase Agreement, dated April 9, 2010, between Kensington Leasing, Ltd. and Merrimen Investments, Inc. and Option to Purchase Common Stock dated April 9, 2010 issued to Merrimen Investments, Inc. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on April 15, 2010.
4.3	Notice of Exercise and Cancellation of Option, dated December 1, 2010, between Kensington Leasing, Ltd. and Angelique de Maison. Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 3, 2010.
10.1	Stock Purchase Agreement, dated March 23, 2011, by and between Kensington Leasing, Ltd., and Angelique de Maison. Incorporated by reference to Exhibit 10.4 to the Annual Report on Form 10-K file on April 15, 2011.
10.2	Settlement Agreement and Releases dated December 22, 2011 by and between Wikifamilies, Inc.; Kenneth Rotman; Sumercom, LLC; Allianex, LLC; Mytechcard, LLC; Allianex, Corp.; Zirk Engelbrecht; and Angelique de Maison.*
14.1	Code of Ethics. Incorporated by reference to Exhibit 14.1 to the Current Report on Form 8-K filed on July 9, 2010.
21.1	Subsidiaries – Wikifamilies SA.*
31.1	Certification of the registrant’s Principal Executive Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certification of the registrant’s Principal Financial Officer under Exchange Act Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the registrant’s Principal Executive Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2	Certification of the registrant’s Principal Financial Officer under 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101	The following financial information from the Annual Report on Form 10-K of Wikifamilies, Inc. for the year ended December 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (1) Balance Sheets as of December 31, 2011; (2) Statements of Operations from Wikifamilies SA inception through December 31, 2011; (3) Statements of Stockholders’ Equity from Wikifamilies SA inception through December 31, 2011; (4) Statements of Cash Flows for the year ended December 31, 2011; and (5) Notes to Financial Statements.*

Filed with this Report.

SIGNATURES

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

Wikifamilies, Inc.

Date: April 16, 2012

By: /s/ Malcolm Hutchinson

Malcolm Hutchinson

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Malcolm Hutchinson Malcolm Hutchinson	Chief Executive Officer (Principal Executive Officer), Director	April 16, 2012

/s/ Trisha Malone	Chief Financial Officer (Principal	April 16, 2012
Trisha Malone	Financial and Accounting Officer), Director

/s/ Robert Coleridge	Director	April 16, 2012
Robert Coleridge

/s/ Chris Dengler	Director	April 16, 2012
Chris Dengler

/s/ Thomas Hudson	Director	April 16, 2012
Thomas Hudson

/s/ Stephen Brown	Director	April 16, 2012
Steve Brown

/s/ William Hogan	Director	April 16, 2012
William Hogan

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Wikifamilies, Inc.

We have audited the accompanying consolidated balance sheets of Wikifamilies, Inc., a development stage company, as of December 31, 2011 and the related consolidated statements of operations and comprehensive income, stockholders' equity (deficit) and cash flows for period from February 15, 2011 (Wikifamilies SA inception) through December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wikifamilies, Inc. as of December 31, 2011 and the related statements of operations, stockholders' equity (deficit) and cash flows for the period from February 15, 2011 (Wikifamilies SA inception) through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company has suffered losses from operations and has no sources of revenue that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Gruber & Company, LLC

Gruber & Company, LLC

Lake Saint Louis, Missouri

April 13, 2012

F- 1 | Page

Wikifamilies, Inc.

(A Development Stage Company)

Audited Consolidated Balance Sheets

	December 31, 2011
ASSETS
Current Assets
Cash	$	24,256
Inventory, net of reserves		-
Total Current Assets		24,256

Non-Current Assets
Notes receivable		155,000
Investments		123,632
Prepaid expenses		120,708
Fixed asset, net		17,377
Intangible assets, net of impairment		290,448
Total Non-Current Assets		707,165

TOTAL ASSETS		731,421

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Accounts payable		171,802
Notes payable to related parties		17,681
Notes payable		-
Total Liabilities		189,483

Stockholders' Equity
Common stock, $.001 par value, 100,000,000 shares authorized, 47,672,075 shares issued and outstanding		47,672
Paid in capital		954,151
Other comprehensive income		20,952
Net income/(loss) accumulated during development stage		(480,837	)
Total Stockholders Equity		541,938

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	731,421

See notes to consolidated financial statements

F- 2 | Page

Wikifamilies, Inc.
(A Development Stage Company)
Audited Consolidated Statements of Operations

	From February 15, 2011 (Wikfamilies SA Inception) to December 31, 2011

Revenue	$	-
Cost of goods sold		-
Gross profit/(loss)		-

Operating expenses
General and administrative		193,739
Legal and accounting		143,347
Depreciation and amortization		17,365
Total expenses		354,451

Ordinary loss		(354,451	)

Other expense		(105,756	)

Loss from continuing operations		(460,207	)
Loss from discontinued operations		(20,630	)

Net loss	$	(480,837	)

Net loss per share
Loss from continuing operations	$	(0.01	)
Loss from discontinued operations		(0.00	)
Loss per share	$	(0.01	)

Weighted average common shares		37,749,252

See notes to consolidated financial statements

Statements of Comprehensive Income (Loss)

	From February 15, 2011 (Wikfamilies SA Inception) to December 31, 2011

Net loss	$	(480,837	)

Gain/(loss) on foreign currency conversion		20,952
Unrealized losses on available-for-sale securities		-

Total comprehensive loss	$	(459,885	)

See notes to consolidated financial statements

F- 3 | Page

Wikifamilies, Inc.

(A Development Stage Company)

Audited Consolidated Statements of Cash Flows

	From February 15, 2011 (Wikfamilies SA Inception) to December 31, 2011
Cash flows from operating activities
Net income/(loss)	$	(480,837	)

Non-cash transactions to reconcile cash used in operations
Depreciation and amortization	$	22,800
Asset impairment		22,065
Disposal of assets, Allianex business		89,318

Cash used in operations
Other receivable		(35,708	)
Accounts payable		167,885
Prepaid expenses		15,000

Total cash from operations		(199,478	)

Cash flows from investing activities
Cash advanced to Wikifamilies SA prior to closing		75,000
Purchase of intangible assets		(285,448	)
Purchase of fixed assets		(23,169	)
Total cash used in investing activites		(233,617	)

Cash from financing activities
Stock sales		442,284
Notes payable		(6,146	)

Total cash from financing activities		436,138

Effect if foreign currency exchange rate		20,951

INCREASE (DECREASE) IN CASH		23,995

BEGINNING CASH		261

ENDING CASH	$	24,256

Supplemental disclosure of cash flow information:
Interest paid	$	5,627
Income taxes paid	$	-

Supplemental disclosure of non-cash investing activities:
Common stock issued in acquisition		31,500,000

See notes to consolidated financial statements

F- 4 | Page

Wikifamilies, Inc.

(A Development Stage Company)

Audited Consolidated Statements of Shareholder's Equity/(Deficit)

From February 15, 2011 (Wikfamilies SA Inception) to December 31, 2011

	Number of Shares Outstanding		Common Stock at Par Value		Paid in Capital		Other Comprehensive Income/(Loss)		Deficit Accumulated During Exploration Stage			Total Stockholders Deficit


Wikifamilies reverse merger adjustments		14,529,128		14,529		545,057							559,587
Stocks issued for cash		1,642,947		1,643		409,094							410,737
Stocks issued for assets		31,500,000		31,500		-							31,500
Gain/(loss) on currency conversion								20,952					20,952
Net loss December 31, 2011										(480,837	)		(480,837	)

Balance at December 31, 2011		47,672,075	$	47,672	$	954,151	$	20,952	$	(480,837	)	$	541,938

See notes to consolidated financial statements

F- 5 | Page

Wikifamilies, Inc.

(A Development Stage Company)

Notes to Audited Consolidated Financial Statements

For the period ended December 31, 2011

NOTE 1: HISTORY OF OPERATIONS

Wikifamilies, Inc. (“Wikifamilies, Inc.” or the “Company”) was incorporated on June 27, 2008 in the State of Nevada as Kensington Leasing, Ltd.

The Company’s current primary business is the operations of Wikifamilies SA. Wikifamilies SA is a pre-revenue development stage Swiss company formed in February 2011 to design, develop and operate an Internet-based social media website, Wikifamilies.com, with a unique emphasis on families and new technologies. This web-based platform is intended to enhance the ability of families to communicate and share family history and events while providing a secure location to transact family-related business matters. Wikifamilies SA launched the website for beta testing in September of 2011 and intends to launch the website for full scale use in the first quarter of 2012.

On October 27, 2011, the Company changed its name to Wikifamilies, Inc. through a short-form merger with its newly formed wholly owned subsidiary of the same name.

Unless the context otherwise requires, references to the “Company” mean the Company and its consolidated subsidiaries, Allianex Corp. and Wikifamilies SA. In the context of Common Stock, notes and other securities, references to the “Company” mean Wikifamilies, Inc. unless otherwise stated.

NOTE 2 : CONTINUED EXISTENCE

The Company has not generated any significant revenue during the period ended December 31, 2011 and has funded its operations primarily through the issuance of equity. Accordingly, the Company’s ability to accomplish its business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

F- 6 | Page

As described above, the Company’s primary business is the development, design and operation of an internet based social media website. There can be no assurance that the Company will be successful in its endeavors.

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Wikifamilies, Inc. and its 100% wholly owned subsidiaries Allianex Corp. and Wikifamilies SA. All intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Revenue Recognition

Revenue is recognized net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, and services rendered.

Revenue is recognized in accordance with Accounting Standards Codification Topic No. 605-10-S99 “Revenue Recognition” (ASC 605-10-S99) when the following criteria are met:

evidence of an arrangement exists;

delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser;

transaction costs can be reliably measured;

the selling price is fixed or determinable; and

collectability is reasonably assured.

Inventory

Inventory, which consist primarily of purchased parts and supplies, are stated at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method.

The Company evaluates the need to record adjustments for impairment of inventory. At December 31, 2011, the inventory has been written down to its estimated net realizable value. Inherent in the estimates of net realizable value are management’s estimates.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and impairment. Land is not depreciated. Repairs and maintenance are charged to operations as incurred.

Property and equipment is depreciated on a straight-line basis over its expected useful life. The depreciation methods, and estimated remaining useful lives are reviewed at least annually. The expected useful lives are as follows:

Furniture and fixtures		7 years
IT equipment		5 years
Computer software		3 years

Upon classification of property and equipment as held for sale it is reviewed for impairment. The impairment charged to the income statement is the excess of the carrying value of the property and equipment over its expected fair value less costs to sell.

Estimates

Fair Value of Financial Instruments

The carrying amounts for the Company’s cash, investments, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.

F- 7 | Page

Other Comprehensive Income

We follow Accounting Standards Codification Topic No. 220, "Comprehensive Income" (ASC 220). This statement establishes standards for reporting comprehensive income and its components in financial statements. Comprehensive income, as defined, includes all changes in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include unrealized gains and losses on available-for-sale securities.

Income Taxes

Earnings (Loss) Per Share

Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential shares of Common Stock were issued.

Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

NOTE 4: ALLIANEX ACQUISITION

On June 4, 2010, the Company, through its wholly owned subsidiary Allianex Corp. purchased substantially all of the assets of Allianex, LLC, pursuant to the Asset Purchase Agreement, dated May 14, 2010. The purchase price for the assets was $75,000 in cash, 575,000 shares of the Company Common Stock valued at $.08 per share, and the assumption of Allianex, LLC’s accounts payable. In addition, the Company agreed to pay Allianex, LLC 25% of the earnings before interest, taxes, depreciation and amortization (EBITDA) of Allianex Corp. from July 1, 2010 through June 30, 2013, payable quarterly but calculated on a cumulative basis. The earn out payments will be made 25% in cash and 75% in Common Stock of the Company valued at the market price of the Common Stock on the last day of the quarter, provided that the Company may elect to pay in cash instead of Common Stock if the market price is less than $2.00 per share and Allianex, LLC may elect to receive cash instead of Common Stock if the market price is greater than $4.00 per share. No earn out payments have been earned to date. Subsequent to this purchase, on December 22, 2011 the Company has returned the assets to Kenneth Rotman, founder of Allianex LLC and no future earn out payments will be due.

The assets the Company acquired from Allianex, LLC included principally fixed assets (recorded at net book value of $37,423) and intangible assets consisting of contracts and relationships with a network of retail aggregator partners, affinity groups and direct selling companies, and a call center; as well as a worldwide license to use, exploit, market, sell and distribute certain software products to the purchasers of prepaid cards (recorded at a value of $183,577). The liabilities the Company assumed from Allianex, LLC consisted of accounts payable of $100,000. In addition, we paid $111,042 in acquisition costs including legal and accounting expenses.

F- 8 | Page

Assets & Liabilities Acquired	Amounts

Fixed Assets	$	37,423
Contracts and Software License		183,577
Accounts Payable		(100,000	)

Purachase Price	$	121,000

Allianex Corp. has generated only nominal revenues since the acquisition. On December 22, 2011 the Company signed a Settlement and Releases Agreement with Allianex LLC founder, Kenneth Rotman, among others, wherein Mr. Rotman agreed to release any and all claims against the Company, including claims for unpaid wages he believed he was entitled to receive, in exchange for the assets and business of Allianex Corp. The net value of the Allianex assets were disposed of as of December 22, 2011 and a charge was recorded to Loss on Disposal of an Asset $89,318 for their disposition.

Allianex Asset Disposal	Amounts

Fixed Assets, net	$	25,195
Intangibles, net		61,722
Intercompany Loans		2,400
Loss on Disposal of Asset	$	89,318

NOTE 5: WIKIFAMILIES ACQUISITION

On March 23, 2011, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Wikifamilies SA, a corporation organized under the laws of Switzerland, and the shareholders of Wikifamilies SA, Malcolm Hutchinson, Robert Coleridge, Rigosa Finance Limited, and TC Holdings LLC (collectively, the “Wikifamilies SA Shareholders”). Pursuant to the Exchange Agreement, on May 20, 2011, the Company purchased all of the outstanding securities of Wikifamilies SA from the Wikifamilies SA Shareholders in exchange for an aggregate amount of 31,500,000 shares of Common Stock of the Company, valued at approximately $.24 per share, (“Wikifamilies, Inc. Shares”), which at closing represented approximately 67.99% of the Company’s outstanding Common Stock.

As a result of the Wikifamilies acquisition, Wikifamilies SA became a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the merger was treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.

NOTE 6: INVENTORY

Inventory at December, 2011 consisted solely of pre-printed gift cards for the Allianex Corp. retail card sales market. As there were no revenues for this business segment in 2010, we elected to reserve for the full value of inventory assuming this inventory is obsolete.

Inventory	Amounts
Pre-printed My Tech Card gift cards		39,656
Inventory obsolescence reserve		(39,656	)
Net Inventory		-

NOTE 7: NOTES RECEIVABLE

On July 15, 2010, the Company entered into a Loan and Security Agreement and Note with JP09 & Associates to provide operating capital for the JP09 & Associates while the Company investigated a possible acquisition of JP09 & Associates, which did not occur. The Loan and Security Agreement and Note were personally guaranteed by the JP09 & Associates’ president, and was secured by its intellectual property. The principal amount of the Note was $155,000 payable in 12 months with 10% interest due at maturity. The Company has not yet been paid for this Note and a demand letter for payment of all principal, interest and penalties has been sent to JP09 & Associates. JP09 & Associates has requested the ability to repay this note over time and we are presently negotiating with JP09 & Associates for repayment and with multiple sources to potentially purchase the note from us.

F- 9 | Page

Notes receivable at December 31, 2011 consisted of the following:

Terms	December 31, 2011
Loan and Security Agreement and Note with JP09 & Associates and John Pena for $155,000 dated July 15, 2010 at 10% interest for one year, principal and interest due and payable at maturity.		155,000

Total Notes Receivable at December 31, 2011	$	155,000

NOTE 8: INVESTMENTS

Investments presently consist of funds invested in debt securities held to maturity. Investments are recorded at their amortized cost basis in accordance with Accounting Standards Codification 320 “Investments – Debt and Equity Securities” (ASC 320).

WealthMakers, Ltd. managed a brokerage account for the Company from May 2010 through November 2010. In November 2010, the Company agreed to allow WealthMakers to liquidate the brokerage account to purchase restricted shares in private placements. This investment was reclassified from an investment held for sale to an investment held to maturity at this time. The Company is entitled to a % of the shares purchased after 12 months. The Company elected to record an impairment charge at December 31, 2011 by $22,065 to adjust the fair value of shares held.

NOTE 9: PREPAID EXPENSES

Prepaid expenses consist of $35,708 in paid in advance payroll taxes paid to the Swiss government in advance of salaries paid and $85,000 paid in advance to a vendor to provide software design and marketing services not yet provided at December 31, 2011. This vendor began providing services to the Company during the three months ended June 30, 2011.

NOTE 10: FIXED ASSETS

The Company acquired fixed assets with a fair value of $37,423 in the Allianex acquisition in June 2010. These fixed assets were disposed of on December 22, 2011. See Note 4: ALLIANEX ACQUISITION. The Company also acquired fixed assets with a fair value of $21,994 in the Wikifamilies acquisition in May 2011. See Note 5: WIKIFAMILIES ACQUISITION. The fixed assets are being amortized over their remaining useful lives averaging 55 months. Depreciation expense for the year ended December 31, 2011 was $22,800.

F- 10 | Page

Asset Classification	December 22, 2011			Allianex Asset Disposal			December 31, 2011

Office Equipment	$	3,632		$	(3,632	)	$	-
Furniture and Fixtures		3,151			(3,151	)		-
Computer Equipment		23,395			(226	)		23,169
Transportation Equipment		26,587			(26,587	)		-
Office Improvements		3,827			(3,827	)		-
Depreciation prior to Wikifamilies SA Reverse Merger		4,780			(4,780	)
		65,372			(42,203	)		23,169
Less Accumulated Depreciation		(22,800	)		17,008			(5,792	)
Net Book Value	$	42,573		$	(25,195	)	$	17,377

NOTE 11: INTANGIBLES

On November 29, 2009, Angelique de Maison gifted the domain name sendaprayer.com to the Company. The domain name sendaprayer.com is deemed to have an indefinite life and no amortization has been recorded. The asset was recorded at $5,000, the cost paid by the giftor which was deemed to be fair value.

The Company acquired intangibles with a fair value of $183,577 in the Allianex acquisition in June 2010. See Note 4: ALLIANEX ACQUISITION.

In accordance with Accounting Standards Codification Topic 350-20 "Intangibles - Goodwill and Other" (ASC 350-20) intangible assets that have finite lives are amortized over the period during which the asset is expected to contribute directly or indirectly to future cash flows of the entity (useful lives). The amortization method should reflect the pattern in which the asset's economic benefits are consumed by the entity. If the pattern cannot be determined, the straight-line method is used. The identified intangible assets recorded in connection with the Allianex acquisition will be amortized over their estimated useful life of five years. However, due to the lack of revenues from the Allianex Corp. subsidiary and uncertain future of this business segment, we elected to revalue and impair the intangible assets related to this business segment as of December 31, 2010 to fair value of $77,153. These intangibles were disposed of on December 22, 2011.

In accordance with Accounting Standards Codification Topic 985-20 “Costs of Software to be Sold, Leased or Marketed” (ASC 985-20), the Company is capitalizing development costs incurred after the technological feasibility of our Wikifamilies.com product had been established and will continue to capitalize these costs, as incurred, until the product is available for general release to customers. $285,448 in development costs have been capitalized as of December 31, 2011. Amortization of these development costs will begin in April 2012 after the product was released for sale on March 30, 2012.

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Intangible Assets	December 31, 2011

Sendaprayer.com - Indefinite life, no amortization		5,000
Total Non Amortizing Assets		5,000

Wikifamilies Development Costs - 5 year life		285,448
Total Wikifamilies Amortizable Assets		285,448

Allianex Intangible Assets - 5 year life		183,577
Allianex Intangible Assets - Impairment charge recorded at 12/31/10		(106,424	)
Allianex Intangible Assets - Amortization		(15,431	)
Disposal of Allianex Assets		(61,722	)
Total Allianex Amortizable Assets		-

Net Intangible Assets at December 31, 2011	$	290,448


Estimated Remaining Intangible Amortization		December 31, 2011

2012		42,817
2013		57,090
2014		57,090
2015		57,090
2016		57,090
2017		14,272

Total Amortization	$	285,448

NOTE 12: RELATED PARTY TRANSACTIONS

Common Stock Issuances

On June 27, 2008, the Company issued 800,000 shares of Common Stock to Angelique de Maison, Chief Executive Officer and Chair of the Board at the time, for setup costs and the Company’s business plan in an amount of $5,000.

On March 31, 2010, the Company issued 6,000,000 shares of its Common Stock to Ms. de Maison at the price of $0.08 per share, for a total of $480,000 in cash.

March 23, 2011, the Company entered into a Stock Purchase Agreement with Ms. de Maison pursuant to which the Company agreed to issue, and Ms. de Maison agreed to purchase, shares of Common Stock of the Company, in certain installments. Pursuant to the Stock Purchase Agreement, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and 600,000 shares of Common Stock at a purchase price of $.25 per share upon closing of the Wikifamilies acquisition on May 20, 2011. In addition, the Company has agreed to issue, and Ms. de Maison has agreed to purchase, subject to certain conditions, up to $100,000 of shares of Common Stock per month, at a purchase price of $.25, for a period of 18 months, as requested by the Company. If certain budgetary projections are not met, the purchase price for future monthly installments will be reduced to $.20 per share of Common Stock and additional shares of Common Stock will be issued in order to retroactively adjust the purchase price for any previously purchased shares. As a condition to each installment, the Company must be solvent and in the same line of business as of the date of the Closing, there must not have been any material breach of the Exchange Agreement by the former Wikifamilies shareholders, and the Company must not have become subject to any material contingent liability. Furthermore, Ms. de Maison may terminate her obligations upon the occurrence of certain events, including her removal from the Board of Directors, the Company undergoing a change in control (as defined in the Stock Purchase Agreement), the Company failing to meet the agreed upon projected budget by a specified amount, or the Company becoming subject to bankruptcy proceedings or a material contingent liability.

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Ms. de Maison has invested a total of $185,737 in monthly installments under this agreement to date for the purchase of 742,947 shares purchased as of December 31, 2011. Ms. de Maison resigned her position as Director of the Company in August 2011 and presently has no obligation to purchase any additional shares under this agreement.

Capital Contribution

On November 29, 2009, Ms. de Maison gifted the URL “sendaprayer.com” to the Company. This asset has been recorded at the cost incurred by Ms. de Maison.

Loans from Malcolm Hutchinson

In November and December of 2011, Mr. Hutchinson loaned the Company a total of $45,955 for working capital needs. These loans were provided at no interest, with no set terms of repayment. These loans were offset by $53,274 which had not yet been received as of December 31, 2011 for 100,000 shares that Wikifamilies SA, our subsidiary in Switzerland, sold of its stock for 100,000 Swiss Francs or $110,456 at its inception in February 2011.

Loans from Angelique de Maison

During the year ended December 31, 2009, Ms. de Maison loaned the Company a total of $14,250 for operating expenses at an interest rate of 10% per year, and an additional $5,000 for additional start-up costs at no interest. These loans were applied to the purchase of Common Stock (including $327 in accrued interest) on December 1, 2010 as discussed below.

On March 31, 2010, Ms. de Maison agreed to purchase from the Company, subject to certain conditions, upon the Company’s demand at any time on or prior to June 30, 2011, a note in the amount $520,000. During the year ended December 31, 2010, a total of $300,273.24 was borrowed pursuant to this note. The note was unsecured, not convertible and bore interest at the rate of 10% per annum, payable quarterly, and was due and payable on June 30, 2012. As discussed below, the outstanding balance on the note was cancelled on December 1, 2010.

In November and December of 2011, Ms. de Maison loaned the Company a total of $25,000 for working capital needs. These loans were provided at no interest, with no set terms of repayment.

Merriman Option

On April 9, 2010, the Company entered into an Option Purchase Agreement with Merrimen Investments, Inc. (“Merrimen”) pursuant to which the Company sold to Merrimen for $200,000 an option to purchase up to 24,000,000 shares of its Common Stock. The option had an exercise price of $0.08 per share, was to expire on April 8, 2011, and could be exercised on or after October 1, 2010. Under the Option Purchase Agreement, Merrimen received demand registration rights and piggyback registration rights with respect to the shares it may acquire upon exercise of the option. Zirk Engelbrecht, who may be considered a related party to Ms. de Maison under the rules of the Securities Exchange Act of 1934, as amended, is the sole officer, director and shareholder of Merrimen. Mr. Engelbrecht and Merrimen disclaim beneficial ownership of any securities of the Company beneficially owned by Ms. de Maison, and Ms. de Maison disclaims beneficial ownership of any securities beneficially owned by Merrimen or Mr. Engelbrecht.

On November 9, 2010, Merrimen elected to exercise part of its option granted pursuant to the Option Purchase Agreement to purchase 2,500,000 shares of the Company’s Common Stock. The exercise price for the shares of Common Stock was $.08 per share, for an aggregate exercise price of $200,000.

On December 1, 2010, Ms. de Maison purchased from Merrimen the option granted pursuant to the Option Purchase Agreement dated April 9, 2010 and applied the $319,850.21 of outstanding principal and interest due under the loans described above as payment of the exercise price under the option for the purchase of 3,998,128 shares of the Company’s Common Stock. In addition, Ms. de Maison agreed to cancel the unexercised portion of the option.

F- 13 | Page

NOTE 13: COMMON STOCK

In January and February 2009, 513,000 shares of Common Stock were sold to investors at a purchase price of $0.025 per share, for a total of $12,825 in cash. See Note 14: FORWARD SPLIT.

On March 31, 2010, the Company issued 6,000,000 shares of its Common Stock to Ms. de Maison at the price of $0.08 per share, for a total of $480,000 in cash. See Note 12: RELATED PARTY TRANSACTIONS.

On April 9, 2010, the Company entered into an Option Purchase Agreement with Merrimen pursuant to which the Company sold to Merrimen for $200,000 an option to purchase up to 24,000,000 shares of its Common Stock. The Company issued 6,498,128 shares of Common Stock upon exercise of this option in November and December 2010. See Note 12: RELATED PARTY TRANSACTIONS.

On June 4, 2010, in connection with the Allianex acquisition, the Company issued 575,000 shares of our Common Stock. See Note 4: ALLIANEX ACQUISITION.

On December 28, 2010, the Company issued 143,000 shares of our Common Stock to Lenco Mobile Inc. to settle Lenco’s assertion that it had earned and was due shares from the Company and Kenneth Rotman in connection with the acquisition of the assets of Allianex, LLC. These shares of Common Stock were issued at a value of approximately $.08 per share.

Pursuant to the Stock Purchase Agreement, dated March 23, 2011, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and an additional 600,000 shares of Common Stock at a purchase price of $.25 per share on May 20 2011 upon closing of the transactions contemplated in the Stock Purchase Agreement. On September 1, 2011, the Company issued an additional 742,947 shares of Common Stock to Angelique de Maison at a purchase price of $.25 per share for monthly installment payments in accordance with this Stock Purchase Agreement. See NOTE 12: RELATED PARTY TRANSACTIONS.

On May 20, 2011 the Company issued 31,500,000 shares of Common Stock to the shareholders of Wikifamilies SA upon closing of the Exchange Agreement with Wikifamilies SA as described in NOTE 5: WIKIFAMLIES ACQUISITION.

NOTE 14: FORWARD SPLIT

Effective May 1, 2009, the Company effected a 40-1 forward split of its common share capital.

NOTE 15: NEW ACCOUNTING PRONOUNCEMENTS

In January 2010, FASB issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to Subtopic 820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. 2) Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-10 that clarifies existing disclosures as follows: 1) Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities. 2) Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

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ASU 2010-28, Intangibles – Goodwill and Other (Topic 350) - When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts - a consensus of the FASB Emerging Issues Task Force This ASU modifies Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. The Company is currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

ASU 2010-29, Business Combinations (Topic 805) - Disclosure of Supplementary Pro Forma Information for Business Combinations - a consensus of the FASB Emerging Issues Task Force This ASU specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The ASU also expands the supplemental pro forma disclosures under ASC Topic 805. The amendments are effective prospectively for business combinations for which the acquisition date is on or after December 15, 2010. The Company is currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

NOTE 16: SEGMENT INFORMATION

Until the disposal of our Allianex assets on December 22, 2011, our products and operations were managed in two segments; the Allianex Corp. prepaid card segment and the Wikifamilies.com social media website segment. A segment is determined primarily by the method in which it delivers its products and services. Selected information about our two operating segments for the year ended December 31, 2011 is as follows:

	Revenue		Cost of Goods Sold		Gross Profit			Operating Expenses		Operating Income (Loss)

Allianex	$	2,550	$	15,000	$	(12,450	)	$	8,180	$	(20,630	)
Wikifamilies		-		-		-			165,593		(165,593	)

Total operating segments		2,550		15,000		(12,450	)		173,773		(186,223	)

Corporate/eliminations		-		-		-			188,858		(188,858	)

Total consolidated	$	2,550	$	15,000	$	(12,450	)	$	362,631	$	(375,081	)

Management reviews the Company’s assets on a consolidated basis because it is not meaningful to allocate assets to the various segments. Management evaluates segment performance based on revenues and operating income. The Company does not allocate income taxes or charges determined to be non-recurring in nature.

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The prepaid card segment primarily was disposed of on December 22, 2011. The social media website business primarily operates in both Switzerland and the United States.

NOTE 17: SUBSEQUENT EVENTS

In accordance with Accounting Standards Codification Topic No. 855 “Subsequent Events” (ASC 855), the Company has evaluated subsequent events through the time between the end of the reporting period and the time this Annual Report on Form 10-K for the period ended December 31, 2011 was filed and has the following events to report:

On February 2, 2012 the full Board of Directors of the Company elected Thomas Hudson of Tonka Bay Minnesota, US as Chairman and Member of the Board of Directors. Additionally the Board elected Steve Brown of London UK as Member of the Board of Directors.

Mr. Hudson’s wealth of experience and knowledge in the corporate technology arena, having held the positions of Vice President and General Manager at IBM; Senior Vice President at McGraw Hill Companies and Board Membership of CGSY, CNT, McData Corp, Lawson Software, Ciprico, Plat Software, Incentra Solutions; all publicly traded companies, led to the decision that he be elected as a Director and Chairman of the Board.

Mr. Brown is a Partner and Board Member of Buro Happold and the firm’s Managing Director for Middle East, Asia Pacific, India and Africa. Additionally he was Regional Director for Masterplanning of the London Olympics. Mr. Brown’s extensive experience and extensive networks of contacts in the Middle East and Asia led to the decision that he be elected as a Director.

On March 1, 2012 the full Board of Directors of the Company elected William Hogan as a Member of the Board of Directors.

Dr. Hogan has held prominent roles in both corporate and academia. His experience includes executing corporate turnarounds; product development; technology transfers; quality control and operational management for such firms as Honeywell, Inc., Medtronic, Inc., and Communications Holdings, Inc. Dr. Hogan also has served as a member, director and/or chairman of several Governance, Finance and Audit Committees including a $2 billion insurance company, the American Express Trust Fund, The Bayer Company, and many others. This extensive experience led to the decision that he be elected as a Director and Chairman of the Audit Committee.

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