MOMT MoneyOnMobile Inc (CE)

As filed with the Securities and Exchange Commission on May 10, 2018

Registration No. 333-223935​

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

AMENDMENT NO. 2
TO THE
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MONEYONMOBILE, INC.

(Exact name of registrant as specified in its charter)

500 North Akard Street Suite 2850
Dallas, TX 75201
(214) 758-8600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Harold Montgomery
Chief Executive Officer
MoneyOnMobile, Inc.
500 North Akard Street Suite 2850
Dallas, TX 75201
(214) 758-8600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Darrin Ocasio, Esq.
Jay Yamamoto, Esq.
SICHENZIA ROSS FERENCE KESNER LLP
1185 Avenue of the Americas, 37th Floor
New York, New York 10036
Phone: 212-930-9700
Fax: 212-930-9725

Approximate date of commencement of proposed sale to the public : As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

If we amend the rights offering to allow for an extension of the rights offering for a period of more than 30 days or make a fundamental change to the terms of the rights offering set forth in this prospectus, you may cancel your subscription and receive a refund of any money you have advanced. Our board of directors may cancel the rights offering at any time prior to the expiration of the rights offering for any reason. In the event the rights offering is canceled, all subscription payments received by the subscription agent will be returned, without interest, as soon as practicable.

In the event that the exercise by a stockholder of the basic subscription privilege or the over-subscription privilege could, as determined by the Company in its sole discretion, potentially result in a limitation on the Company’s ability to use net operating losses, tax credits and other tax attributes, which we refer to as the “Tax Attributes,” under the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, and rules promulgated by the Internal Revenue Service, the Company may, but is under no obligation to, reduce the exercise by such stockholder of the basic subscription privilege or the over-subscription privilege to such number of shares of common stock as the Company in its sole discretion shall determine to be advisable in order to preserve the Company’s ability to use the Tax Attributes.

Our board of directors is making no recommendation regarding your exercise of the subscription rights. The subscription rights may not be sold, transferred or assigned and will not be listed for trading on any stock exchange or market. Shares of our common stock are traded on the OTC Market Group’s OTCQB under the symbol “MOMT”. On May 9, 2018, the closing sales price for our common stock was $7.45 per share. The shares of common stock issued in the rights offering will also be traded on the OTCQB under the same symbol.

We have applied to have our common stock listed on The Nasdaq Capital Market under the symbol “MOMT”, which listing we expect to occur upon consummation of this offering and is a condition to the completion of this offering. No assurance can be given that our application will be approved. If our application is not approved or we otherwise determine that we will not be able to secure the listing of our common stock on the Nasdaq, we will not complete this offering and all funds advanced in connection with the exercise of subscription rights will be refunded by the subscription agent.

On April 24, 2018, we effected a one-for-twenty (1 for 20) reverse stock split of our outstanding shares of common stock. However, following the stock split, our common stock may not trade at a price consistent with such reverse split. All share and per share information in this prospectus have been retroactively adjusted to give effect to the reverse stock split, including the financial statements and notes thereto.

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In connection with the rights offering, we have agreed to pay RHK Capital, the dealer-manager for this offering, a cash fee up to 6.0% of the gross proceeds of this offering in cash, a non-accountable expense allowance up to 1.8% of the gross proceeds of this offering, and an out-of-pocket accountable expense allowance of 0.2%. See “Plan of Distribution” on page 47 of this prospectus for a description of the fees and expenses to be paid to RHK Capital, as dealer-manager, for services performed in connection with this rights offering.

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(2)

Assumes that the rights offering is fully subscribed, excluding the over-subscription privilege and that the maximum offering amount in the aggregate of  $10.0 million is subscribed.

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The exercise of your subscription rights for shares of our common stock involves risks. See “Risk Factors” beginning on page 14 of this prospectus as well as the risk factors and other information in any documents we incorporate by reference into this prospectus to read about important factors you should consider before exercising your subscription rights.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The distribution of this prospectus and the offering of the securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus in any jurisdiction in which it would be unlawful for us to make such an offer or solicitation.

If you have any questions or need further information about this rights offering, please call Mackenzie Partners, Inc., our information agent for the rights offering at (800) 322-2885 (toll free) or email at rightsoffer@mackenziepartners.com.

Dealer-Manager

The date of this prospectus is [•], 2018

You should read this prospectus, the documents incorporated by reference into this prospectus, and any prospectus supplement or free writing prospectus that we may authorize for use in connection with this offering, in their entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the section of this prospectus entitled “Where You Can Find More Information”. These documents contain important information that you should consider when making your investment decision.

We are only responsible for the information contained in, or incorporated by reference into, this prospectus, in any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We have not authorized anyone to provide any information other than that contained in this prospectus, in any prospectus supplement or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We are offering to sell, and seeking offers to buy, securities only in jurisdictions where such offers and sales are permitted. The information in this prospectus, in any prospectus supplement or any free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date.

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors”. These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Note Regarding Forward-Looking Statements.”

Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to “MoneyOnMobile” “the Company,” “we,” “us,” “our” and similar references refer to MoneyOnMobile, Inc.

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SUMMARY OF THE OFFERING

The following summary describes the principal terms of the rights offering, but is not intended to be complete. See the information under the heading “The Rights Offering” in this prospectus for a more detailed description of the terms and conditions of the rights offering.

Securities Offered

We are distributing, at no charge, to holders of our common stock, and holders of our preferred stock, on an as converted basis, non-transferrable subscription rights to purchase up to an aggregate of 1,750,000 shares of our common stock. Holders of our common stock will receive one subscription right for each share of common stock owned and holders of our preferred stock will receive one subscription right for each share of common stock they would own upon full conversion of preferred stock owned and settled by, 4:00 p.m., New York City time, on May 11, 2018; provided, that, the rights may only be exercised for a maximum of the lesser of 1,750,000 shares or $10 .0 million of subscription proceeds.

Basic Subscription Privilege

The basic subscription privilege of each subscription right will entitle you to purchase one share of our common stock at a subscription price of  $     per share.

Over-Subscription Privilege

If you fully exercise your basic subscription privilege and basic subscription rights are exercised for an amount less than $          , you may also exercise an over-subscription right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among stockholders exercising this over-subscription right.

Conditions to Closing

The completion of the Rights Offering is conditioned upon the minimum offering amount of at least $4.0 million of common stock. Furthermore, the Rights Offering will only complete if our listing application with the Nasdaq Capital Market is approved (which approval may be conditioned upon the receipt of proceeds from the exercise of the subscription rights in excess of a certain minimum amount that could be even greater than the $4.0 million minimum offering amount). If Nasdaq Capital Market does not approve our listing or we have not received subscriptions for at least $4.0 million, we will terminate this rights offering.

Minimum Offering Amount from exercise of subscription rights

We will not complete the rights offering unless we receive aggregate subscriptions of at least $4.0 million.

Record Date

May 11, 2018.

Expiration Date of the Rights Offering

5:00 p.m., Eastern time, on June 4, 2018.

Subscription Price

$     per share, payable in cash. To be effective, any payment related to the exercise of a right must clear prior to the expiration of the rights offering.

Use of Proceeds

We are conducting the Rights Offering to raise equity capital that will be used to provide working capital to expand growth in India and for general corporate purposes. See “Use of Proceeds” for a more detailed description of the intended use of proceeds from the Rights Offering.

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QUESTIONS AND ANSWERS ABOUT THE RIGHTS OFFERING

The following are examples of what we anticipate will be common questions about the rights offering. The answers are based on selected information included elsewhere in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the rights offering. This prospectus and the documents incorporated by reference into this prospectus contain more detailed descriptions of the terms and conditions of the rights offering and provide additional information about us and our business, including potential risks related to the rights offering, the shares of common stock offered hereby, and our business. We urge you to read this entire prospectus and the documents incorporated by reference into this prospectus.

Why are we conducting the rights offering?

We are conducting the offering to raise capital that we intend to use to provide working capital to expand growth in India and for general corporate purposes.

What is the rights offering?

We are distributing to holders of our common stock, $0.001 par value, and holders of our preferred stock, on an as converted basis, at no charge, non-transferable subscription rights to purchase shares of common stock. On the record date, May 11, 2018, you will receive one subscription right for each whole share of common stock owned and one subscription right for every share of common stock you would own upon full conversion of the shares of preferred stock owned and settled by 4:00 p.m., Eastern Time, on May 11, 2018. Each subscription right will entitle the holder to a basic subscription privilege and an over-subscription privilege.

What are the basic subscription privilege?

A basic subscription privilege will entitle you to purchase one share of common stock, at the subscription price, for each share of common stock held by you and shares of common stock you would own upon full conversion of the shares of preferred stock owned and settled by 4:00 p.m., Eastern Time, on May 11, 2018, the Record Date. For example, if you owned 100 shares of common stock on the record date, you will receive 100 subscription rights. You may exercise all or a portion of your basic subscription privilege or you may choose not to exercise any basic subscription privilege at all.

If you are a record holder, the number of common shares you may purchase pursuant to your basic subscription privilege is indicated on the subscription rights certificate. If you hold your shares in the name of a broker, dealer, bank, or other nominee who uses the services of the Depository Trust Company, or DTC, you will not receive a subscription rights statement. Instead, DTC will issue one subscription right to your nominee record holder for each share of our common stock that you own or would own upon full conversion of our preferred stock that you own as of the record date. If you are not contacted by your nominee, you should contact your nominee as soon as possible.

If sufficient shares of common stock are available, we will seek to honor your basic subscription request in full. In the event that holders exercise subscription rights for in excess of the lesser of $10.0 million or 1,750,000 shares of common stock (not including the over- subscription privilege), the amount subscribed for by each person will be proportionally reduced, based on the amount subscribed for by each person (not including any over-subscription privilege subscribed for).

See “The Rights Offering — Limitation on the Purchase of Shares of Common Stock” for a description of certain limitations on purchase.

What is the over-subscription privilege?

If you exercise your basic subscription privilege in full, you may also choose to exercise your over- subscription privilege to purchase shares of common stock that the other record holders do not purchase through the exercise of their basic subscription privilege. You should indicate on your subscription rights certificate, or the form provided by your nominee if your shares are held in the name of a nominee, the aggregate amount you would like to apply to purchase shares of common stock pursuant to your over-subscription privilege.

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If sufficient shares of common stock are available, we will seek to honor your over-subscription request in full. If over- subscription requests exceed the number of shares of common stock available, however, we will allocate the available shares of common stock pro-rata among the record holders exercising the over-subscription privilege in proportion to the number of shares of our common stock each of those record holders owned and the number of shares of our common stock issuable upon fully conversion of the preferred stock that each of those record holders owned on the record date, relative to the number of shares owned on the record date by all record holders exercising the over-subscription privilege. If this pro-rata allocation results in any record holders receiving a greater number of shares of common stock than the record holder subscribed for pursuant to the exercise of the over-subscription privilege, then such record holder will be allocated only that number of shares of common stock for which the record holder oversubscribed, and the remaining shares of common stock will be allocated among all other record holders exercising the over-subscription privilege on the same pro rata basis described above. The proration process will be repeated until all shares of common stock have been allocated. See “The Rights Offering — Limitation on the Purchase of Shares of Common Stock” for a description of certain limitations on purchase.

To properly exercise your over-subscription privilege, you must deliver to the subscription agent the subscription payment related to your over-subscription privilege before the rights offering expires. See “The Rights Offering — The Subscription Rights — Over-Subscription Privilege.” To the extent you properly exercise your over-subscription privilege for a number of shares of common stock that exceeds the number of unsubscribed shares of common stock available to you, any excess subscription payments will be returned to you as soon as practicable after the expiration of the rights offering, without interest or penalty.

Our subscription agent for the rights offering, will determine the over-subscription allocation based on the formula described above.

Will fractional shares be issued upon exercise of subscription rights?

No. We will not issue fractional shares of common stock in the rights offering. Any excess subscription payments received by the subscription agent will be returned as soon as practicable after expiration of the rights offering, without interest or penalty.

What effect will the rights offering have on our outstanding common stock?

On May 8, 2018, 3,976,193 shares of our common stock were outstanding. Based on the foregoing, and assuming no other transactions by us involving our common stock prior to the expiration of the rights offering, is fully subscribed for the maximum number of shares of common stock available, approximately 5,726,193 shares of our common stock will be issued and outstanding. The exact number of shares of common stock that we will issue in this rights offering will depend on subscription price and the number of shares of common stock that are subscribed for in the Rights Offering.

How was the subscription price formula determined?

Our board of directors determined the subscription price taking into consideration, among other things, the following factors:

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the current and historical trading prices of our common stock on the OTCQB, which may not be indicative of trading prices of our common stock if listed on the Nasdaq Capital Market;

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the minimum stock price of our common stock required under the initial listing criteria of the Nasdaq Capital Market and the condition that our common stock be approved for listing on the Nasdaq Capital Market in order to complete the Rights Offering;

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the potential increase in visibility for new investors to locate and have ability to invest in the Company if our common stock is approved for listing on the Nasdaq Capital Market;

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the price at which stockholders might be willing to participate in the rights offering;

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our need for additional capital and liquidity;

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the cost of capital from other sources; and

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comparable precedent transactions, including the percentage of shares offered, the terms of the subscription rights being offered, the subscription price and the discount that the subscription price represented to the immediately prevailing closing prices for those offerings.

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In conjunction with the review of these factors, our board of directors reviewed our history and prospects, including our past and present earnings and cash requirements, our prospects for the future, the outlook for our industry and our current financial condition. Our board of directors believes that the subscription price should be designed to provide an incentive to our current stockholders to participate in the rights offering and exercise their basic subscription privilege and their over-subscription privilege.

The subscription price does not necessarily bear any relationship to any established criteria for value. You should not consider the subscription price as an indication of actual value of the Company or our common stock. We cannot assure you that the market price of our common stock will not decline during or after the rights offering. You should obtain a current price quote for our common stock before exercising your subscription rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this rights offering. Once made, all exercises of subscription rights are irrevocable.

Am I required to exercise all of the basic subscription privilege I receive in the rights offering?

No. You may exercise any number of your basic subscription rights, or you may choose not to exercise any basic subscription privilege. If you do not exercise any basic subscription privilege, the number of shares of our common stock you own will not change. However, if you choose not to exercise your basic subscription privilege in full, your proportionate ownership interest in the Company will decrease. If you do not exercise your basic subscription privilege in full, you will not be entitled to exercise your over-subscription privilege.

How soon must I act to exercise my subscription rights?

If you received a subscription rights certificate and elect to exercise any or all of your subscription rights, the subscription agent must receive your completed and signed subscription rights certificate and payment for both your basic subscription privilege and any over-subscription privilege you elect to exercise before the rights offering expires on June 4, 2018, at 5:00 PM Eastern Time. If you hold your shares in the name of a broker, dealer, custodian bank, or other nominee, your nominee may establish a deadline before the expiration of the rights offering by which you must provide it with your instructions to exercise your subscription rights, along with the required subscription payment.

May I transfer my subscription rights?

No. The subscription rights may be exercised only by the stockholders to whom they are distributed, and they may not be sold, transferred, assigned or given away to anyone else, other than by operation of law. As a result, a subscription rights certificate may be completed only by the stockholder who receives the statement. The subscription rights will not be listed for trading on any stock exchange or market.

Is there any back-stop or standby commitment in place to purchase rights that are not purchased in the offering?

There is no back-stop or standby commitment in place to purchase rights that are not exercised in the offering.

Is there a minimum subscription required to complete the rights offering?

There is no individual minimum purchase requirement in the rights offering. However, we will not complete the rights offering unless we receive aggregate subscriptions of at least $4.0 million of common stock in the rights offering.

Are there any conditions to completing the rights offering?

Yes, in addition to selling the minimum offering amount of at least $4.0 million of common stock, the right offering will only complete if our listing application with the Nasdaq Capital Market is approved

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(which approval may be conditioned upon the receipt of proceeds from the exercise of the subscription rights in excess of a certain minimum amount that could be even greater than the $4.0 million minimum offering amount). If Nasdaq Capital Market does not approve our listing, we will terminate this rights offering.

If the rights offering is not completed, will my subscription payment be refunded to me?

Yes. The subscription agent will hold all funds it receives in escrow until completion of the rights offering. If the rights offering is not completed, the subscription agent will return promptly, without interest, all subscription payments. We reserve the right to terminate the offering at any time if, due to market conditions or otherwise, the Board of Directors deems it advisable not to proceed with the rights offering.

Will our directors and executive officers participate in the rights offering?

To the extent they hold common stock or preferred stock as of the record date, our directors and executive officers will be entitled to participate in the rights offering on the same terms and conditions applicable to other rights holders. None of our directors or executive officers has entered into any binding commitment or agreement to exercise subscription rights received in the rights offering.

Has the board of directors made a recommendation to stockholders regarding the rights offering?

No. Our board of directors is not making a recommendation regarding your exercise of the subscription rights. Stockholders who exercise subscription rights will incur investment risk on new money invested. We cannot predict the price at which our shares of common stock will trade after the rights offering. On May 8, 2018 the closing price of our common stock was $6.20 per share. The market price for our common stock may be above the subscription price or may be below the subscription price. If you exercise your subscription rights, you may not be able to sell the underlying shares of our common stock in the future at the same price or a higher price. You should make your decision based on your assessment of our business and financial condition, our prospects for the future, the terms of the rights offering and the information contained in this prospectus. See “Risk Factors” for discussion of some of the risks involved in investing in our securities.

How do I exercise my subscription Rights?

If you are a stockholder of record (meaning you hold your shares of our common stock or preferred stock in your name and not through a broker, dealer, bank, or other nominee) and you wish to participate in the rights offering, you must deliver a properly completed and signed subscription rights certificate, together with payment of the subscription price for both your basic subscription privilege and any over-subscription privilege you elect to exercise, to the subscription agent before 5:00 PM Eastern Time, on June 4, 2018. If you are exercising your subscription rights through your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents and payment for the shares of common stock subscribed for in accordance with the instructions and within the time period provided by your broker, dealer, bank or other nominee.

What if my shares are held in “street name”?

If you hold your shares of our common stock in the name of a broker, dealer, bank, or other nominee, then your broker, dealer, bank, or other nominee is the record holder of the shares you own. The record holder must exercise the subscription rights on your behalf. Therefore, you will need to have your record holder act for you.

If you wish to participate in this rights offering and purchase shares of common stock, please promptly contact the record holder of your shares. We will ask the record holder of your shares, who may be your broker, dealer, bank, or other nominee, to notify you of this rights offering.

What form of payment is required?

You must timely pay the full subscription price pursuant to the exercise of subscription rights by delivering to the subscription agent a cashier’s check drawn on a U.S. bank; or wire transfer.

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When will I receive my new shares of common stock?

The subscription agent will arrange for the issuance of the common stock as soon as practicable after the expiration of the rights offering, payment for the shares of common stock subscribed for has cleared, and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected. All shares that you purchase in the rights offering will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration (DRS) account statement from our transfer agent reflecting ownership of these securities if you are a holder of record of shares. If you hold your shares in the name of a broker, dealer, bank, or other nominee, DTC will credit your account with your nominee with the securities you purchase in the rights offering.

After I send in my payment and subscription rights certificate to the Subscription Agent, may I cancel my exercise of Subscription Rights?

No. Exercises of subscription rights are irrevocable unless the rights offering is terminated, even if you later learn information that you consider to be unfavorable to the exercise of your subscription rights. You should not exercise your subscription rights unless you are certain that you wish to participate in the rights offering.

How much will the Company receive from the rights offering?

Assuming the rights offering is fully subscribed for the $10.0 million maximum amount, including any over-subscription privilege, we estimate that the net proceeds from the rights offering will be approximately $9.1 million, after deducting fees and expenses payable to the dealer-manager, and after deducting other expenses payable by us.

What are the limitations on the exercise of the basic subscription privilege and over-subscription privilege?

In the event that the exercise by a stockholder of the basic subscription privilege or the over-subscription privilege could, as determined by the Company in its sole discretion, potentially result in a limitation on the Company’s ability to use net operating losses, tax credits and other tax attributes, which we refer to as the “Tax Attributes,” under the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, and rules promulgated by the Internal Revenue Service, the Company may, but is under no obligation to, reduce the exercise by such stockholder of the basic subscription privilege or the over- subscription privilege to such number of shares of common stock as the Company in its sole discretion shall determine to be advisable in order to preserve the Company’s ability to use the Tax Attributes.

Are there risks in exercising my subscription rights?

Yes. The exercise of your subscription rights involves risks. Exercising your subscription rights involves the purchase of additional shares of our common stock and you should consider this investment as carefully as you would consider any other investment. We cannot assure you that the market price of our common stock will exceed the subscription price, nor can we assure you that the market price of our common stock will not further decline after the rights offering. We also cannot assure you that you will be able to sell shares of our common stock purchased in the rights offering at a price equal to or greater than the subscription price. In addition, you should carefully consider the risks described under the heading “Risk Factors” for discussion of some of the risks involved in investing in our securities.

Can the board of directors terminate or extend the rights offering?

Yes. Our board of directors may decide to terminate the rights offering at any time and for any reason before the expiration of the rights offering. We also have the right to extend the rights offering for period not to exceed 30 days. We do not presently intend to extend the rights offering. We will notify stockholders if the rights offering is terminated or extended by issuing a press release.

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If the rights offering is not completed or is terminated, will my subscription payment be refunded to me?

Yes. The subscription agent will hold all funds it receives in a segregated bank account until completion of the rights offering. If we will cancel the offering, you will receive a refund of the money you have advanced, without interest. If you own shares in “street name,” it may take longer for you to receive your subscription payment because the subscription agent will return payments through the record holder of your shares.

How do I exercise my subscription rights if I live outside the United States?

The subscription agent will hold subscription rights certificates for stockholders having addresses outside the United States. To exercise subscription rights, foreign stockholders must notify the subscription agent and timely follow other procedures described in the section entitled “The Rights Offering — Foreign Stockholders”.

What fees or charges apply if I purchase shares of our common stock?

We are not charging any fee or sales commission to issue subscription rights to you or to issue shares to you if you exercise your subscription rights. If you exercise your subscription rights through the record holder of your shares, you are responsible for paying any fees your record holder may charge you.

What are the U.S. federal income tax consequences of exercising subscription rights?

The U.S. federal income tax consequences of the Rights Offering to shareholders will depend on whether the Rights Offering is part of a “disproportionate distribution.” We intend to take the reporting position that the Subscription Rights issued to common shareholders pursuant to the Rights Offering (a) are not part of a “disproportionate distribution” and (b) will not be a taxable distribution with respect to your existing securities. The disproportionate distribution rules are complicated, however, and their application is uncertain, and thus our tax counsel is not rendering a definitive opinion regarding the application of such rules. The position we are taking is not binding on the Internal Revenue Service (“IRS”) or the courts and it is possible that the IRS could successfully challenge our reporting position and assert that the Rights Offering is a taxable distribution. Moreover, the tax treatment of the distribution to preferred shareholders is uncertain. You should consult your tax advisor as to the tax consequences of the rights offering in light of your particular circumstances. For a more detailed discussion, see “Material U.S. Federal Income Tax Consequences” on page 36 .

To whom should I send my forms and payment?

If your shares are held in the name of a broker, dealer or other nominee, then you should send your subscription documents, rights certificate, notices of guaranteed delivery and subscription payment to that record holder. If you are the record holder, then you should send your subscription documents, rights certificate, notices of guaranteed delivery and subscription payment by hand delivery, first class mail or courier service to:

Securities Transfer Corporation
2901 N. Dallas Parkway, Suite 380
Plano, Texas 75093

You are solely responsible for completing delivery to the subscription agent of your subscription documents, rights certificate and payment. We urge you to allow sufficient time for delivery of your subscription materials to the subscription agent.

Whom should I contact if I have other questions?

If you have any questions about the rights offering, including questions about subscription procedures and requests for additional copies of this prospectus or other documents, please contact the information agent, Mackenzie Partners, Inc., at (212) 929-5500, (800) 322-2885 (toll free) or by email at rightsoffer@mackenziepartners.com.

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Who is the dealer-manager?

RHK Capital will act as dealer-manager for the rights offering. RHK Capital is not underwriting or placing any of the subscription rights being sold in this offering and does not make any recommendation with respect to such rights (including with respect to the exercise of such subscription rights). As contemplated by the dealer-manager agreement, RHK Capital will not solicit any holders of the securities (including the rights) or engage in the offer and sale of such securities in any jurisdiction in which such securities are not qualified or registered for sale in accordance with, or exempt from, the state securities or blue sky laws or Canadian provincial securities laws of such jurisdiction unless and until (i) the Company has advised RHK Capital that such securities have been qualified or registered in accordance with, or are exempt from application of, the state securities or blue sky laws or the Canadian provincial securities laws of such jurisdiction, as applicable, and (ii) RHK Capital possesses all required licenses and registrations to solicit or offer such securities in that jurisdiction. See “Plan of Distribution” on page 47 for a discussion of the fees and expenses to be paid to the dealer-manager in connection with this rights offering.

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the ability of our suppliers to provide products or services in the future of an acceptable quality on a timely and cost-effective basis;

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our ability to continue as a going concern in the face of limited current sales, material negative stockholders’ equity and working capital;

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the ability to manage our considerable short term debt;

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expectations concerning market acceptance of our products and services;

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current and future economic and political conditions;

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overall industry and market trends;

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management’s goals and plans for future operations; and

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other assumptions described in this report underlying or relating to any forward-looking statements.

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The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We can give no assurance that any of the assumptions relating to the forward-looking statements included in this prospectus are accurate, and we assume no obligation to update any such forward-looking statements, except as may be required under applicable securities laws.

We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included or incorporated by reference important factors in the cautionary statements included in this prospectus, particularly in the “Risk Factors” section, that could cause actual results or events to differ materially from the forward-looking statements that we make.

You should read this prospectus, the documents incorporated by reference in this prospectus, and the documents that have been filed as exhibits to the registration statement of which this prospectus forms a part or to any document incorporated by reference herein completely and with the understanding that our actual future results may be materially different from what we expect. It is routine for internal projections and expectations to change as the year, or each quarter in the year, progresses, and, therefore, it should be clearly understood that the internal projections and beliefs upon which we base our expectations are made as of the date of this prospectus and may change prior to the end of each quarter or the year.

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If you do not exercise your Subscription Rights, you will suffer dilution.

If you do not exercise your Subscription Rights, you will suffer dilution of your percentage ownership of our equity securities relative to shareholders who exercise their Subscription Rights.

As of May 8, 2018, there were 3,976,193 shares of our common stock outstanding. We anticipate issuing a total of 1,750,000 shares of common stock in connection with the Rights Offering.

Based on the number of shares of common stock outstanding as of May 8, 2018 and assuming that no options are exercised and there are no other changes in the number of outstanding shares prior to the expiration of the Rights Offering, if we issue all shares of common stock available in this Rights Offering (to shareholders participating in the Rights Offering), we would have 5,726,193 shares of common stock outstanding following the completion of the Rights Offering.

We may cancel the Rights Offering at any time prior to the expiration of the Rights Offering period, and neither we nor the Subscription Agent will have any obligation to you except to return your subscription payment.

We may at our sole discretion cancel the Rights Offering at any time prior to the expiration of the Rights Offering period. If we elect to cancel the Rights Offering, neither we nor the Subscription Agent will have any obligation with respect to the Subscription Rights except to return to you, without interest or penalty, as soon as practicable any subscription payments.

If you do not act promptly and follow the subscription instructions, your exercise of Subscription Rights will be rejected.

Shareholders that desire to purchase shares in the Rights Offering must act promptly to ensure that all required forms and payments are actually received by the Subscription Agent prior to the Expiration Date of the Rights Offering. If you are a beneficial owner of shares, you must act promptly to ensure that your broker, dealer, custodian bank or other nominee acts for you and that all required forms and payments are actually received by the Subscription Agent prior to the expiration of the Rights Offering period. We are not responsible if your broker, dealer, custodian bank or nominee fails to ensure that all required forms and payments are actually received by the Subscription Agent prior to the expiration of the Rights Offering period. If you fail to complete and sign the required subscription forms, send an incorrect payment amount or otherwise fail to follow the subscription procedures that apply to your exercise in the Rights Offering prior to the expiration of the Rights Offering period, the Subscription Agent may, depending on the circumstances, reject your subscription or accept it only to the extent of the payment received. Neither we nor the Subscription Agent undertakes to contact you concerning, or attempt to correct, an incomplete or incorrect subscription form. We have the sole discretion to determine whether the exercise of your Subscription Rights properly and timely follows the subscription procedures.

If you make payment of the Subscription Price by uncertified personal check, your check may not clear in sufficient time to enable you to purchase shares in the Rights Offering.

Any uncertified personal check used to pay the Subscription Price in the Rights Offering must clear prior to the Expiration Date of the Rights Offering, and the clearing process may require five or more business days. As a result, if you choose to use an uncertified personal check to pay the Subscription Price, it may not clear prior to the Expiration Date, in which event you would not be eligible to exercise your Subscription Rights. You may eliminate this risk by paying the Subscription Price by certified or cashier’s check or bank draft drawn on a U.S. bank.

The receipt of Subscription Rights may be treated as a taxable dividend to you.

The U.S. federal income tax consequences of the Rights Offering to shareholders will depend on whether the Rights Offering is part of a “disproportionate distribution.” We intend to take the reporting position that the Subscription Rights issued to common shareholders pursuant to the Rights Offering (a) are not part of a “disproportionate distribution” and (b) will not be a taxable distribution with respect to your existing securities. The disproportionate distribution rules are complicated, however, and their application is uncertain, and thus counsel is not rendering a definitive opinion regarding the application of

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such rules. Accordingly, it is possible that the IRS could successfully challenge our reporting position and assert that the Rights Offering is a taxable distribution. Moreover, the tax treatment of the distribution to preferred shareholders is uncertain. For a discussion of the tax consequences if this distribution is non-taxable and the tax consequences if it is taxable, see the discussion in “Material U.S. Federal Income Tax Consequences.”

The Subscription Rights are non-transferable and thus there will be no market for them.

You may not sell, transfer or assign your Subscription Rights to anyone else. We do not intend to list the Subscription Rights on any securities exchange or any other trading market. Because the Subscription Rights are non-transferable, there is no market or other means for you to directly realize any value associated with the Subscription Rights.

We will have considerable discretion over the use of the proceeds of the Rights Offering and may not realize an adequate return.

We will have considerable discretion in the application of the net proceeds of this offering. We have not determined the amount of net proceeds that we will apply to various corporate purposes. We may use the proceeds for purposes that do not yield a significant return, if any, for our stockholders.

Our ability to uplist our common stock to the Nasdaq Capital Market is subject to us meeting applicable listing criteria and if the minimum subscription rights are not exercised in this Rights Offering, we may not be able to meet the Nasdaq Capital Market listing criteria.

We have applied to have our common stock approved to be listed on the Nasdaq Capital Market. The Nasdaq Capital Market requires the Company’s common stock to meet certain listing criteria including total number of stockholders; minimum stock price, total value of public float, and in some cases total shareholders’ equity and market capitalization. Our failure to meet such applicable listing criteria could prevent us from receiving approval to list our common stock. Although no assurances can be made, we believe that we must receive the minimum $4 million exercise of the subscription rights in order to satisfy certain listing criteria. Even if we do receive the minimum exercise amount, in the event we are unable to uplist our common stock, we will have to terminate the Rights Offering and our common stock will continue to trade on the OTCQB market, which is generally considered less liquid and more volatile than the Nasdaq Capital Market. Our failure to uplist our common stock could make it more difficult for you to trade our common stock shares, could prevent our common stock trading on a frequent and liquid basis and could result in the value of our common stock being less than it would be if we were able to uplist.

There is no back-stop or standby commitment in place to purchase rights that are not purchased in the offering.

There is no back-stop or standby commitment in place to purchase rights that are not exercised in the offering. Consequently, there is no assurance that the offering will raise any amount of funds.

Our Common Stock Is Currently Quoted Only on the OTCQB, which may not be indicative of the price at which our stock may trade upon listing on the Nasdaq Capital Market.

Our Common Stock is quoted on the OTCQB. The OTCQB is a significantly more limited market than the Nasdaq Capital Market. Although we intend to list our securities on the Nasdaq Capital Market in connection with this rights offering, an adequate trading market for the securities may not develop or be sustained after this rights offering. In addition, if our shares are approved for listing on the Nasdaq Capital Market, the per share trading prices may differ significantly to trading prices previously quoted while on the OTCQB. Further, there can be no assurance that the Company’s share price will demonstrate the same trading characteristics of historical price and volume on the Nasdaq Capital Market that were demonstrated while listed on the OTCQB. Accordingly, after listing, we could fail to satisfy the continued listing requirements of Nasdaq Capital Market, such as the minimum closing bid price requirement. Nasdaq Capital Market could take steps to delist our common stock. Such a delisting would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock.

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Risks Related to Our Reverse Stock Split

The market price for our common stock may be adversely impacted by our 1-for-20 reverse stock split and the Rights Offering.

On April 24, 2018, the Company effected a 1-for-20 reverse stock split. In order to qualify to list our common stock on the Nasdaq Capital Market we will need to maintain a minimum $4.00 per share market price. There can be no assurance, however, that following the stock split, our common stock will trade at a price consistent with such reverse split or that the market price of our common stock will not decline below the stock price threshold of the Nasdaq Capital Market listing requirements. No assurances can be given that our stock price will meet such stock price threshold. If we do not meet the threshold, we will not be able to list our common stock on the Nasdaq Capital Market and therefore may be required to abandon this offering.

Even if the reverse stock split achieves the requisite increase in the market price of our common stock, we cannot assure you that we will be able to continue to comply with the minimum bid price requirement of the Nasdaq Capital Market.

Even if the reverse stock split achieves the requisite increase in the market price of our common stock to be in compliance with the minimum bid price of the Nasdaq Capital Market, there can be no assurance that the market price of our common stock following the reverse stock split will remain at the level required for continuing compliance with that requirement. It is not uncommon for the market price of a company's common stock to decline in the period following a reverse stock split. If the market price of our common stock declines, the percentage decline may be greater than would occur in the absence of a reverse stock split. In addition, other factors unrelated to the number of shares of our common stock outstanding, such as negative financial or operational results, could adversely affect the market price of our common stock and jeopardize our ability to meet or maintain the Nasdaq Capital Market's minimum bid price requirement. In addition to specific listing and maintenance standards, the Nasdaq Capital Market has broad discretionary authority over the initial and continued listing of securities, which it could exercise with respect to the listing of our common stock.

Even if the reverse stock split increases the market price of our common stock, there can be no assurance that we will be able to comply with other continued listing standards of the Nasdaq Capital Market.

Even if the market price of our common stock complies with the minimum bid price requirement, we cannot assure you that we will be able to comply with the other standards that we are required to meet in order to maintain a listing of our common stock on the Nasdaq Capital Market. Our failure to meet these requirements may result in our common stock being delisted from the Nasdaq Capital Market, irrespective of our compliance with the minimum bid price requirement.

The reverse stock split may decrease the liquidity of the shares of our common stock.

The liquidity of the shares of our common stock may be affected adversely by the reverse stock split given the reduced number of shares that will be outstanding following the reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split. In addition, the reverse stock split may increase the number of stockholders who own odd lots (less than 100 shares) of our common stock, creating the potential for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

Risks Relating To the Company

We have incurred significant losses since inception.

We had an accumulated deficit of  $59.1 million as of December 31, 2017. We have historically incurred operating losses and may continue to incur operating losses for the foreseeable future. As such, we are subject to all risks incidental to the sales and development of our product offerings, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. Additionally, the Company’s unaudited interim financial statements as of December 31, 2017

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and audited financial statements as of March 31, 2017 have been prepared on the assumption that the Company will continue as a going concern. Our independent accountants have issued in their report stating that our recurring operating losses and negative cash flows from operating activities raise substantial doubt as to our ability to continue as a going concern. There can be no assurance that we will be able to continue as a going concern.

Our success will be dependent on local management team for the foreseeable future.

We believe our success depends on the continued service of local management. Although we currently intend to retain our existing management, we cannot assure such individuals will remain with us. We have no employment agreements with any individuals. The unexpected loss of the services of one or more of our key executives, directors, or advisors, or our inability to find suitable replacements within a reasonable period of time following any such loss, could have a material adverse effect on our ability to execute our business plan and, therefore, have a material adverse effect on our financial condition and results of operations.

We may require additional capital to support business growth, and this capital may not be available on acceptable terms, if at all.

Projected success and growth are dependent on sufficient working capital to fund operations and develop business. The Company’s future capital requirements will depend on many factors, including the extent to which the business is successful, any level of competition experienced by the business, general economic market conditions and the extent and duration of operating losses. The availability of additional funding necessary in order to sustain our operations in the future is uncertain. Additional financing may not be available on terms favorable to us, or at all.

If we are unable to raise additional funds in the public or private markets on acceptable terms, we might not be able to take advantage of unanticipated opportunities, develop new services or products, or otherwise respond to unanticipated competitive pressures, and our business operations and financial condition could be harmed. Without adequate financing, the Company may be required to delay, scale back or eliminate certain personnel, advertising, or marketing efforts or other initiatives. Any inability to obtain additional financing, if required, would have a material adverse effect on the Company’s business and prospects.

The Company may also be required to borrow additional funds to meet its capital requirements. If the Company borrows additional funds, the Company cannot provide any assurance that such debt can be paid in a timely fashion, which failure may result in material adverse consequences to the Company. There can be no assurance that the Company will be able to secure future debt financing on terms acceptable to the Company or at all. Any debt incurred by the Company will result in the lender thereof having a prior claim to the Company’s assets ahead of any shareholder, including purchasers under the Rights Offering, which could adversely affect the investors’ ability to recover all or any portion of their investment in the Company in the event of insolvency or dissolution

We have and may continue to experience difficulty in fulfilling our repayment obligations as part of our settlement agreement with the co-founder and former executive of DPPL and MMPL to obtain his shares of DPPL and MMPL.

MoneyOnMobile entered into a settlement agreement in March 2017 with the co-founder and former executive of DPPL and MMPL. As part of the agreement the Company agreed to purchase the shares of DPPL and MMPL held by the former executive and his related parties for a defined amount on an agreed payment schedule. To date the Company has not fulfilled its repayment obligations. As a result, the former executive possesses the right to terminate the agreement or seek other legal remedies. Furthermore, no assurances can be made that the previously settled dispute between the Company and the former executive would not result in future legal proceedings.

Evolving products and technological changes could make our services obsolete.

We anticipate the services we offer will continue to evolve and be subject to technological change. Accordingly, our ability to maintain a competitive advantage and build the business requires us to

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continually invest in research and development. Many of the companies we expect to compete with have greater capital resources, research and development staffs, and facilities. Our services could be rendered obsolete by the introduction and market acceptance of competing services, technological advances by current or potential competitors, or other approaches. Additionally, our processing technology platform will require upgrades to meet our business plan, and new problems or delays could develop and limit our ability to grow.

We anticipate the industry in which we operates will be subject to intense competition.

There are several direct competitors conducting business in India, and some have access to large markets of existing phone subscribers. Once these companies fully implement their strategies, the competition in India for the services being provided by us may intensify significantly.

A significant portion of our total assets consists of goodwill and intangible assets, which are subject to a periodic impairment analysis, and a significant impairment determination in any future period could have an adverse effect on our results of operations even without a significant loss of revenue or increase in cash expenses attributable to such period.

We have goodwill and other intangible assets, net totaling $12.7 million and $4.0 million, respectively, at December 31, 2017 relating to our India operations. We perform an annual impairment assessment in the fourth quarter of each fiscal year, or more frequently if indicators of potential impairment exist. The estimated fair value of goodwill could change if we are unable to achieve operating results at the levels that have been forecast, the market valuation of those business units decreases based on transactions involving similar companies, or there is a permanent, negative change in the market demand for the services offered. These changes could result in an impairment of the existing goodwill and/or intangible assets balance that could require a material non-cash charge to our results of operations.

Political, economic, social, and other factors in India may adversely affect businesses.

The ability for businesses to grow may be adversely affected by political, economic, and social factors or changes in Indian law or regulations or the status of India’s relations with other countries. In addition, there may be significant differences between the Indian and U.S. economies such as the rate of gross domestic product growth, the rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments positions. Government actions in the future could have a significant effect on the Indian economy and have a material adverse effect on our ability to achieve business objectives.

Terrorist attacks and other acts of violence or war within India or involving India and other countries could adversely affect the financial markets and businesses.

Terrorist attacks and other acts of violence could have the direct effect of destroying property causing a loss and interruption of business. For example, India has, from time to time, experienced civil unrest and hostilities with neighboring countries such as Pakistan. The longstanding dispute with Pakistan over the border Indian states of Jammu and Kashmir remains unresolved. If the Indian government is unable to control the violence and disruption associated with these tensions, the results could destabilize the economy and, consequently, adversely affect businesses. Also, India has seen an increase in politically motivated insurgencies and a fairly active communist following. Any hostilities or civil unrest could adversely influence the Indian economy and, as a result, negatively affect businesses.

Changes in the exchange rate of the Indian rupee versus the U.S. dollar result in earnings volatility and could negatively impact our reported earnings and the ultimate return on our investment.

MoneyOnMobile’s functional currency is the Indian rupee, and its financial statements must be converted to U.S. dollars when preparing our financial statements. Changes in the exchange rate between the two currencies can cause reported financial results to fluctuate and a weakening rupee relative to the U.S. dollar would negatively impact our earnings. Additionally, the return on our investment in DPPL and MMPL, if any, may be less than expected if the exchange rates are less favorable at the time of realization.

Exchange controls in India may limit our ability to utilize cash flow effectively.

We are subject to India’s rules and regulations on currency conversion with respect to our investments in DPPL and MMPL. In India, the Foreign Exchange Management Act (“FEMA”) regulates the

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conversion of the Indian rupee into foreign currencies. Today, companies in many industries are permitted to operate in India without any special restrictions, effectively placing them on par with wholly, Indian-owned companies. Foreign exchange controls also have been substantially relaxed. However, the Indian foreign exchange market is not yet fully developed, and there is no assurance the Indian authorities will not revert to regulating companies and imposing new restrictions on the convertibility of the Indian rupee. Any future restrictions on currency exchanges may limit our ability to repatriate India earnings or receive dividends.

We may have difficulty effecting service of process or enforcing judgments obtained outside of India on any party against which we have brought legal actions. against our subsidiaries.

MoneyOnMobile, Inc. is organized in the U.S, while our subsidiaries DPPL and MMPL are organized in India with all of its assets located in India. As a result, in the event of a dispute between us and any adverse Indian party, including our subsidiaries, former employees and other unrelated parties, we may be unable to effect service of process outside of India. In addition, we may be unable to enforce against India operations judgments obtained in the U.S. or other courts against such adverse Indian parties.

We have a material weakness in our internal control over financial reporting.

Our management has identified a material weakness in our internal control over financial reporting and as a result concluded that our disclosure controls and procedures were not effective as of December 31, 2017. Although management is in the process of developing and implementing a plan to remediate the deficiency in internal control, there is no assurance that the plan will remediate the material weakness or ensure that our internal controls over financial reporting will be effective in the future.

We have relationships with third parties to provide software that integrates into our platform, and our business could be harmed if we are not able to continue these relationships.

We use software and services licensed and procured from third parties to develop and offer our platform. We may need to obtain future licenses and services from third parties to use intellectual property and technology associated with the development of our platform, which might not be available to us on acceptable terms, or at all. Any loss of the right to use any software or services required for the development and maintenance of our platform could result in termination or delays in some of our services on our platform until equivalent technology is either developed by us, or, if available from others, is identified, obtained, and integrated, which could harm our platform and business. Any errors or defects in third-party software or services could result in errors or a failure of our platform.

Strategic 3rd party business relationships being disrupted or cancelled would negatively impacted our service and/or revenue.

The merchants for whom we collect payments from their consumers are a vital part for our business. These merchants range from utility providers, mobile operators, travel providers, and banks. If we are unable to renew these third-party contracts, or if these third-parties discontinue this line of their business, or any other reason we can no longer offer this service to our retailers, our business could be adversely impacted.

Our business could be damaged and subjected to liabilities if there are any cyberattacks trying to disrupt/​impede our services to our retailers and their customers.

Our brand, reputation and ability to retain and service our retailers are dependent on the reliable performance of our platform. In the event our platform or business could be negatively impacted. Additionally, our servers could be subjected to denial of service attacks or other methods of blocking communication between our retailers and our system.

We also store information required to perform the transaction, including but not limited to a consumer’s phone number, their merchant identification number, and bank account details. And with some of the new KYC regulations that have gone into place, we now have to collect and store national ID of some of the consumers and retailers using our platform.

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If this data were to be compromised and/or exposed, our business could suffer due to the loss of customers, due to the government revoking our license and/or due to the loss of retailers. We could also suffer financial liabilities due to retailers’ balances being maliciously diverted to an external bank account.

We may rely on third parties when deploying our infrastructure, and in doing so, expose it to security risks outside of our direct control. We rely on outside vendors and contractors to perform services necessary for the operation of the business, and they may fail to adequately secure our user and company content.

We also rely on third party software in our system. This external software may contain defects or lack the necessary security measures. This may expose our business to risks of data exposure and loss of business continuity, which could adversely affect our business.

Our business depends upon the interoperability of our platform across mobile devices, operating systems, and third-party software that we do not control. And we rely on the network connectivity provided by both mobile operators and internet service providers which are also outside our control.

Retailers use our platform on a variety of mobile devices with different models and manufacturers and personal computers which are using operating systems (e.g. different releases of Android, iOS, MacOS, Windows and Linux) and third-party software that we do not control (e.g. web browsers). Changes to these operating systems, networks and third-party software may disrupt our service or prevent it from operating.

Limited Protection of Intellectual Property

Our success and ability to compete in our markets depend, in part, upon our proprietary technology. The Company relies primarily on a combination of copyright, trademarks, service marks, trade secrets, contracts, licenses and technical measures to protect its proprietary rights, which may only provide limited protection. The Company may have no adequate means of protecting its intellectual property and, if the Company does not adequately protect its intellectual property, its business, prospects, financial condition and results of operations could be harmed. Unauthorized parties may attempt to copy or imitate aspects of the Company’s services or products, or obtain and use information and processes that the Company regards as proprietary. It is also possible that any potential future trademarks, service marks, copyrights or other intellectual property rights may be found invalid or unenforceable, or otherwise be successfully challenged. If any such intellectual property rights were to be successfully challenged by a third party, the Company could be deprived of its right to use, or prevent others from using, the methods, marks or other property covered by such intellectual property rights.

We rely on financial institutions to process our payment transactions. Should any of these institutions decide to stop processing our payment transactions, our business could suffer.

Because we are not a bank, we must rely on service operators to process our transactions. If we could not obtain these processing services on acceptable terms from these sources or elsewhere, and if we could not switch to another processor quickly and smoothly, our business could suffer materially.

Risks Relating to Industry

The payments industry is highly competitive and we expect to compete with larger firms having greater financial resources. Such competition could increase and adversely influence our prices to merchants and our operating margins.

We compete in a highly competitive market with a wide variety of processing service providers. Developing and maintaining our growth will depend on a combination of the continued growth in electronic payment transactions and our ability to increase our market share. If competition causes us to reduce the prices we charge, we will have to aggressively control our costs in order to maintain acceptable results of operations.

Our continued growth depends on our ability to maintain or increase our average net revenue yield.

One of the key measures we use to assess our financial performance is our average net revenue yield, which we calculate by dividing adjusted net revenue by the total payment volume of the transactions we

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process. Our average net revenue yield may be affected by a number of factors, including changes in the mix of products our retailers process on the platform, increased competition, pressure from merchants and/or retailers, and acquisitions. In order to maintain our competitiveness, we must continue to ensure that our payment processing system provides a more convenient and attractive option for retailers, merchants and customers than alternative systems that may not require payment of a processing fee. Retail banks and various payment service providers are already and may become available to our consumers. To attract consumers, we also offer certain services on a commission-free basis, such as person-to-person transfers and certain payments in e-commerce. Despite our efforts, consumers may still choose to use other payment systems, even if those systems do not offer the convenience that we do, because they charge lower fees. In addition, because retailers are able to switch between different payment processing systems, we may face additional pressure to reduce the fees we charge due to increased competition from other payment service providers.

We are subject to the economic risk and business cycles of our merchants and retailers and the overall level of consumer spending.

The payment services industry depends heavily on the overall level of consumer spending. We are exposed to general economic conditions that affect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. Economic factors such as employment levels, business conditions, energy and fuel costs, interest rates, inflation rate and the strength of the rupee against foreign currencies could reduce consumer spending or change consumer purchasing habits. A reduction in the amount of consumer spending could result in a decrease in our revenue and profits. If our retailers make fewer sales of their products and services using our services or consumers spend less money per transaction, we will have fewer transactions to process at lower amounts, resulting in lower revenue. A further weakening in the economy could have a negative impact on our retailers as well as consumers who purchase products and services using our payment processing systems, which could, in turn, negatively impact our business, financial condition and results of operations, particularly if the recessionary environment disproportionately affects some of the market segments that represent a larger portion of our payment processing volume. In addition, these factors could force some of our merchants and/or retailers to liquidate their operations or go bankrupt, or could cause our retailers to reduce the number of their locations or hours of operation, resulting in reduced transaction volumes. We also have a certain amount of fixed costs, including salaries and rent, which could limit our ability to adjust costs and respond quickly to changes affecting the economy and our business.

We do not control the rates of the fees levied by our retailers on consumers.

Our retailers pay us an agreed fee using a portion of the fees levied by them on consumers for some of our services, for example domestic money transfer. The fee paid to us by the retailers is based on a percentage of the value of each transaction that we process. However, in certain cases the amount of fees levied by a retailer on a consumer for each particular transaction is determined by such retailer at its own discretion. We do not cap the amount of such fees or otherwise control it. We believe that the fees set by our retailers are market-driven, and that our interests and our retailers’ interests are aligned with a view to maintaining fees at a level that would simultaneously result in our retailers’ profitability and customer satisfaction. However, we can provide no assurance that our retailers will not raise fees to a level that will adversely affect the popularity of our products among consumers. At the same time, if we are forced to cap customer fees to protect the strength of our brand or otherwise, we may lose a significant number of retailers, which would reduce the penetration of our physical distribution network. In limited instances, we have introduced such caps at the request of our retailers. No assurance can be made that this trend will not increase. Material increases in customer fees by our retailers or the imposition of caps on the rates of such fees by us could have an adverse effect on our business, financial condition and results of operations.

Regulator changes or card network rule changes could disrupt or halt our cash-out service and adversely impact our ability to continue, grow and expand our service.

Our MOM ATM business is dependent on government regulations to continue its operation. If the government stops allowing us to perform cash-out via our platform, reduces the amount of cash that can be disbursed through our platform or in any way hampers cash-out, our business will be adversely affected.

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We could also be impacted if the card networks, e.g. MasterCard, Visa or RuPay, change their rules related to cash-out services that use their networks to connect to the issuing banks. Our business would also be adversely impacted if the issuing banks or regulator or card networks started to put limits on cash withdraws.

Risks Relating To Government Regulation

The payments industry in India is subject to extensive regulation.

Payment system operators like MoneyOnMobile, are subject to the Indian Payments and Settlement Systems Act 2007 and operate under the authority and board oversight of the Reserve Bank of India (“RBI”). Our existing license with the Reserve Bank of India authorizes us to process domestic remittance transactions directly through the government-operated Immediate Payment Switch (IMPS). Although our license is valid through October 24, 2018, the RBI has the authority to revoke our license at any time should it determine that our operations do not continue to meet applicable standards primarily relating to the custody of, and accountability for, consumer funds. Alternative methods to process the same domestic remittance transactions exist which may not require a license, including mobile phone top up and other bill payment transactions, and we may elect in the future to adopt such alternative methods. Absent our successful adoption at some future date of such alternative methods, of which there can be no assurance, the non-renewal or earlier revocation of our existing RBI license could adversely affect our business operations.

Our business activities are subject to complex and evolving foreign laws and regulations regarding privacy, data protection, mobile payment services, and other matters. Many of these laws and regulations are subject to change and uncertain interpretation, and could result in claims, changes to our business practices, monetary penalties, increased cost of operations, or declines in user growth or engagement, or otherwise harm our business.

We are subject to a variety of laws and regulations abroad that involve matters central to our business, including user privacy, data protection, intellectual property, distribution, electronic contracts and other communications, competition, consumer protection, taxation, banking, securities law compliance, and mobile payment services. The introduction of new products or expansion of our activities in certain jurisdictions may subject us to additional laws and regulations. In addition, foreign data protection, privacy, and other laws and regulations can be more restrictive than those in the United States. These foreign laws and regulations, which may be enforced by private parties or government entities, are constantly evolving and can be subject to significant change. In addition, the application and interpretation of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices. These laws and regulations can be costly to comply with and can delay or impede the development of new products, result in negative publicity, increase our operating costs, require significant management time and attention, and subject us to inquiries or investigations, claims or other remedies, including fines or demands that we modify or cease existing business practices.

We are subject to federal and state laws regarding anti-money laundering, including the Patriot Act, and if we break any of these laws we could be subject to significant fines and/or penalties, and our ability to conduct business could be limited.

We are subject to U.S. federal anti-money laundering laws and the requirements of the Office of Foreign Assets Control (OFAC), which prohibit us from transmitting money to specified countries or on behalf of prohibited individuals. The Patriot Act in the U.S. mandates several anti-money laundering requirements. The federal government or the states may elect to impose additional anti-money laundering requirements. Changes in laws or regulations that impose additional regulatory requirements, including the Patriot Act, could increase our compliance and other costs of doing business, and therefore have an adverse effect on our results of operation.

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Failure to comply with the laws and regulatory requirements of federal and state regulatory authorities could result in, among other things, revocation of required registrations, loss of approved status, termination of contracts with banks, administrative enforcement actions and fines, class action lawsuits, cease and desist orders and civil and criminal liability. The occurrence of one or more of these events could materially adversely affect our business, financial condition and results of operations.

If we were to inadvertently transmit money on behalf of, or unknowingly conduct business with, a prohibited individual, we could be required to pay significant damages, including fines and penalties. Likewise, any intentional or negligent violation of anti-money laundering laws by our employees could lead to significant fines and/or penalties, and could limit our ability to conduct business in some jurisdiction.

From time to time, the government of India may make changes or additions to the regulations that govern our business and its operations. In this event, we will have to adopt to these new regulations or potentially have to shut down certain lines of our existing business to comply.

Risks Relating To Our Common Stock

Changes to current accounting principles and our accounting policies could have a significant effect on the Company’s reported financial results or the way in which it conducts its business.

We prepare our financial statements in conformity with U.S. GAAP, which are subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the U.S. Securities and Exchange Commission, and various other authorities formed to interpret, recommend, and announce appropriate accounting principles. A change in these principles and/or management’s own interpretation and application of such principles could have a significant effect on our reported financial results and may even retroactively affect the accounting for previously reported transactions. Our accounting policies that recently have been, or may in the future, be affected by changes in the following accounting principles:

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revenue recognition;

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accounting for goodwill and other intangible assets; and

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accounting issues related to certain contingent convertible debt instruments and their effect on diluted earnings per share.

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Changes in these or other rules may have a significant adverse effect on our reported financial results or in the way in which we conduct our business.

Our issuance of preferred stock could adversely affect the value of our common stock.

Our Certificate of Formation provides for the issuance of up to 1.0 million shares of what is commonly referred to as “blank check” preferred stock. Such stock may be issued by our Board of Directors from time to time, without shareholder approval, as one or more separate series of shares as designated by resolution of our Board setting forth the relative rights, privileges, and preferences of the series, including, if any, the: (i) dividend rate; (ii) price, terms, and conditions of redemption; (iii) voluntary and involuntary liquidation preferences; (iv) provisions of a sinking fund for redemption or repurchase; (v) terms of conversion to common stock, including conversion price; and (vi) voting rights. The issuance of such shares, with superior rights and preferences, could adversely affect the interests of holders of our common stock and potentially the value of our common stock. Our ability to issue such preferred stock also could give our Board of Directors the ability to hinder or discourage any attempt to gain control of us by a merger, tender offer at a control premium price, proxy contest, or otherwise.

Our executive officers, directors, and major shareholders hold a majority of our common stock and may be able to prevent other shareholders from influencing significant corporate decisions.

Our directors and executive officers beneficially own a significant portion of our outstanding common stock. As a result, acting together they would be able to influence many matters requiring shareholder approval, including the election of directors and approval of mergers and other significant corporate

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transactions. This concentration of ownership may have the effect of delaying, preventing, or deterring a change in control, and could deprive our shareholders of an opportunity to receive a premium for their shares of common stock as part of a sale of our company and may affect the market price of our stock.

The price of our common stock may be volatile, which could cause our investors to incur trading losses and fail to resell their shares at or above the price they paid for them.

We cannot predict the extent to which investor interest will lead to the development of an active trading market in our common stock. The failure to achieve and maintain an active market for our common stock means that you may not be able to dispose of your common stock in a desirable manner and the price for our shares may fluctuate greatly.

Moreover, some companies that have had volatile market prices for their securities have been subject to securities class action suits filed against them. If a suit were to be filed against us, regardless of the outcome, it could result in substantial costs and a diversion of our management’s attention and resources. This could have a material adverse effect on our business, results of operations and financial condition. Further, our ability to file the Company’s periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 on a timely basis may adversely impact the your ability to trade the Company’s shares on the secondary market.

We incur substantial costs as a result of operating as a public company, and our management is required to devote substantial time to comply with public company regulations.

We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 as well as other federal and state laws. These requirements may place a strain on our people, systems, and resources. The Exchange Act requires that we file annual, quarterly, and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, significant resources and management oversight are required. This may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Conversion of our outstanding preferred stock, convertible notes and exercise of the outstanding options and warrants will dilute the ownership interest of existing stockholders.

Any issuance by us of our common stock upon conversion of the outstanding preferred stock, convertible notes or exercise of the outstanding options and warrants will dilute the equity ownership interest of existing stockholders, including holders who have received shares of our common stock upon prior conversion or exercise of their derivative securities and who have purchased shares of our common stock in this offering. Any sales in the public market of our common stock issuable upon such conversion or exercise could adversely affect prevailing market prices of our common stock. In addition, the existence of our outstanding derivative securities may encourage short selling by market participants because such conversions or exercises could depress the market price of our common stock.

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THE RIGHTS OFFERING

The following summary contains basic information about our common stock and the offering and is not intended to be complete. It does not contain all the information that may be important to you. Before deciding whether to exercise your Subscription Rights, you should carefully read this Prospectus or any prospectus supplement, including the information set forth under the heading “Risk Factors” and the information that is incorporated by reference into this Prospectus or any prospectus supplement. For a more complete understanding of our common stock, you should read the section entitled “Description of Securities” in this prospectus.

The following describes the Rights Offering in general and assumes, unless specifically provided otherwise, that you are a record holder of our Common Stock or our Preferred Stock on the Record Date. If you hold your shares in a brokerage account or through a dealer or other nominee, please also refer to “— Notice to Brokers and Nominees” below.

The Subscription Rights

We are distributing to the record holders, at no charge, non-transferable subscription rights to purchase shares of common stock at a subscription price per unit to be determined. The subscription price will be equal to $[•]. Each subscription right will entitle you to purchase one share of our common stock. Each record holder will receive one subscription right for each whole share of our common stock owned by such record holder and one subscription right for each whole share of common stock that would be own upon full conversion of the shares of preferred stock owned by such record holder as of the record date. Each subscription right entitles the record holder to a basic subscription privilege and an over-subscription privilege.

Basic Subscription Privilege

Your basic subscription privilege will entitle you to purchase one share of common stock, at the subscription price, owned and settled by 4:00 p.m., Eastern Time, on May 11, 2018. For example, if you owned 100 shares of common stock on the record date, you will receive 100 subscription rights and will have the right to purchase 100 shares of common stock. You may exercise all or a portion of your basic subscription privilege or you may choose not to exercise any basic subscription privilege at all. Subject to proration, if applicable, we will seek to honor your basic subscription request in full. In the event that holders exercise subscription rights in excess of the lesser of  $10.0 million or 1,750,000 shares of common stock (not including the over-subscription privilege), the amount subscribed for by each person will be proportionally reduced, based on the amount subscribed for by each person (not including any Over-Subscription Privilege subscribed for). See “The Rights Offering — Limitation on the Purchase of Shares of Common Stock” for a description of certain limitations on purchase.

Over-Subscription Privilege

If you exercise your basic subscription privilege in full, you may also choose to exercise your over-subscription privilege. Subject to proration, if applicable, we will seek to honor the over-subscription privilege requests in full. If over-subscription privilege requests exceed the number of shares of common stock available, however, we will allocate the available shares of common stock pro rata among the record holders exercising the over-subscription privilege in proportion to the number of shares of our common stock each of those record holders owned on the record date, relative to the number of shares owned exercising the over-subscription privilege. If this pro rata allocation results in any record holder receiving a greater number of shares of common stock than the record holder subscribed for pursuant to the exercise of the over-subscription privilege, then such record holder will be allocated only that number of shares of common stock for which the record holder oversubscribed, and the remaining shares of common stock will be allocated among all other record holders exercising the over-subscription privilege on the same pro rata basis described above. The proration process will be repeated until all shares of common stock have been allocated.

Securities Transfer Corporation, the subscription agent for the rights offering, will determine the over-subscription allocation based on the formula described above.

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To the extent the aggregate subscription payment of the actual number of unsubscribed shares of common stock available to you pursuant to the over-subscription privilege is less than the amount you actually paid in connection with the exercise of the over-subscription privilege, you will be allocated only the number of unsubscribed shares of common stock available to you, and any excess subscription payments will be returned to you, without interest or penalty, as soon as practicable after expiration of the rights offering.

We can provide no assurances that you will actually be entitled to purchase the number of shares of common stock issuable upon the exercise of your over-subscription privilege in full at the expiration of the rights offering. We will not be able to satisfy any requests for shares of common stock pursuant to the over-subscription privilege if all of our stockholders exercise their basic subscription privilege in full, and we will only honor an over-subscription privilege to the extent sufficient shares of common stock are available following the exercise of basic subscription privilege.

Limitation on the Purchase of Shares of Common Stock

You may only purchase the number of whole shares of common stock purchasable upon exercise of the number of basic subscription privilege distributed to you in the rights offering, plus the over-subscription privilege, if any. Accordingly, the number of shares of common stock that you may purchase in the rights offering is limited by the number of shares of our common stock you held on the record date and by the extent to which other stockholders exercise their basic subscription privilege and over-subscription privileges, which we cannot determine prior to completion of the rights offering.

Subscription Price

The subscription price will be equal to $[•]. The subscription price does not necessarily bear any relationship to our past or expected future results of operations, cash flows, current financial condition, or any other established criteria for value.

Determination of Subscription Price

In the determining the subscription price, the board of directors considered a variety of factors including those listed below:

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our need to raise capital in the near term to continue our operations;

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the current and historical trading prices of our common stock on the OTCQB, which may not be indicative of trading prices of our common stock if listed on the Nasdaq Capital Market;

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the minimum stock price of our common stock required under the initial listing criteria of the Nasdaq Capital Market and the condition that our common stock be approved for listing on the Nasdaq Capital Market in order to complete the Rights Offering;

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the potential increase in visibility for new investors to locate and have ability to invest in the Company if our common stock is approved for listing on the Nasdaq Capital Market;

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a price that would increase the likelihood of participation in the rights offering;

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the cost of capital from other sources;

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The subscription price does not necessarily bear any relationship to any established criteria for value. No valuation consultant or investment banker has opined upon the fairness or adequacy of the subscription price. You should not consider the subscription price as an indication of actual value of the company or our common stock. you should not assume or expect that, after the rights offering, our shares of common stock will trade at or above the subscription price in any given time period. The market price of our common stock may decline after the rights offering. We cannot assure you that you will be able to sell the shares of our common stock purchased during the rights offering at a price equal to or greater than the subscription price. You should obtain a current price quote for our common stock before exercising your subscription rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of this rights offering. Once made, all exercises of subscription rights are irrevocable.

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Non-Transferability of Subscription Rights

The subscription rights are non-transferable (other than by operation of law) and, therefore, you may not sell, transfer, assign or give away your subscription rights to anyone. The subscription rights will not be listed for trading on any stock exchange or market.

Expiration Date; Extension

The subscription period, during which you may exercise your subscription rights, expires at 5:00 PM Eastern Time, on June 4, 2018, which is the expiration of the rights offering. If you do not exercise your subscription rights before that time, your subscription rights will expire and will no longer be exercisable. We will not be required to issue shares to you if the subscription agent receives your subscription rights statement or your subscription payment after that time. We have the option to extend the rights offering in our sole discretion, for a period not to exceed 30 days although we do not presently intend to do so. We may extend the rights offering by giving oral or written notice to the subscription agent before the rights offering expires. If we elect to extend the rights offering, we will issue a press release announcing the extension no later than 9:00 AM Eastern Time, on the next business day after the most recently announced expiration date of the rights offering.

If you hold your shares of common stock in the name of a broker, dealer, custodian bank or other nominee, the nominee will exercise the subscription rights on your behalf in accordance with your instructions. Please note that the nominee may establish a deadline that may be before 5:00 PM Eastern Time, on June 4, 2018, which is the expiration date that we have established for the rights offering.

Termination

If we do not receive minimum combined subscriptions from the exercise of subscription rights of at least $4.0 million by the expiration of the rights offering, we will terminate the rights offering. Furthermore, if we do not receive conditional approval to list our common stock on the Nasdaq Capital Market by the expiration of the rights offering, we will terminate the rights offering.

In addition, we may terminate the rights offering at any time and for any reason prior to the completion of the rights offering. If we terminate the rights offering, we will issue a press release notifying stockholders and the public of the termination.

Return of Funds upon Completion or Termination

The subscription agent will hold funds received in payment for shares in a segregated account pending completion of the rights offering. The subscription agent will hold this money until the rights offering is completed or is terminated. You will not be able to rescind your subscription. Any excess subscription payments, including refunds resulting from will be returned to you as soon as practicable after the expiration of the rights offering, without interest or penalty. If the rights offering is terminated for any reason, all subscription payments received by the subscription agent will be returned as soon as practicable, without interest or penalty.

Shares of Our Common Stock Outstanding After the Rights Offering

On May 8, 2018, 3,976,193 shares of our common stock were outstanding. Based on the foregoing, and assuming no other transactions by us involving our common stock prior to the expiration of the rights offering, if the rights offering is fully subscribed for the maximum number of shares of common stock available, approximately 5,726,193 shares of our common stock will be issued and outstanding. The exact number of shares of common stock that we will issue in this rights offering will depend on Subscription Price and the number of shares of common stock that are subscribed for in the Rights Offering.

Methods for Exercising Subscription Rights

The exercise of subscription rights is irrevocable and may not be canceled or modified. You may exercise your subscription rights as follows:

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Subscription by Record Holders

If you are a stockholder of record, the number of shares of common stock you may purchase pursuant to your subscription rights in indicated on the subscription rights statement. You may exercise your subscription rights by properly completing and executing the subscription rights certificate and forwarding it, together with your full payment, to the subscription agent at the address given below under “subscription agent,” to be received before 5:00 PM Eastern Time, on June 4, 2018.

Subscription by Beneficial Owners

If you are a beneficial owner of shares of our common stock that are registered in the name of a broker, dealer, custodian bank, or other nominee, you will not receive a subscription rights certificate. Instead, we will issue two subscription rights to such nominee record holder for each share of our common stock held by such nominee at the record date. If you are not contacted by your nominee, you should promptly contact your nominee in order to subscribe for shares in the rights offering and follow the instructions provided by your nominee.

To properly exercise your over-subscription privilege, you must deliver the subscription payment related to your over-subscription privilege before the rights offering expires.

Subscription Agent

The subscription agent for this offering is Securities Transfer Corporation. The address to which subscription rights statements and payments should be mailed or delivered by overnight courier is provided below. If sent by mail, we recommend that you send documents and payments by registered mail, properly insured, with return receipt requested, and that you allow a sufficient number of days to ensure delivery to the subscription agent before the rights offering expires.

Securities Transfer Corporation
2901 Dallas Parkway, Suite 380
Plano, Texas 75093

If you deliver subscription documents or rights certificates in a manner different than that described in this prospectus, then we may not honor the exercise of your subscription rights.

You should direct any questions or requests for assistance concerning the method of subscribing for the shares of our common stock or for additional copies of this prospectus to the information agent, Mackenzie Partners, Inc. at (212) 929-5500, (800) 322-2885 (toll free) or via email at rightsoffer@mackenziepartners.com.

Payment method

Payments must be made in full in U.S. Currency by cashier’s check or by wire transfer, and payable to “Securities Transfer Corporation., as subscription agent for MoneyOnMobile, Inc.” You must timely pay the full subscription payment, including payment for the over-subscription privilege, for the full number of shares of common stock you wish to acquire pursuant to the exercise of subscription rights by delivering a:

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Cashier’s check, drawn on a U.S. Bank payable to “Securities Transfer Corporation., as subscription agent for MoneyOnMobile, Inc.”; or

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Domestic wire transfer of immediately available funds directly to the account maintained by Securities Transfer Corporation, as subscription agent, for purposes of accepting subscriptions in this rights offering at EagleBank, 7815 Woodmont Avenue, Bethesda, MD 20814, Credit: Securities Transfer Corporation as Rights Agent for MoneyOnMobile, Inc., ABA Number: 055003298, Account # 200303717, for further credit to MoneyOnMobile, Inc. and name of the subscription rights holder.

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International wire transfer of immediately available funds directly to the account maintained by Securities Transfer Corporation, as subscription agent, for purposes of accepting subscriptions in this rights offering at Wells Fargo Bank NA, 464 California Street, San Francisco, CA 94104, Credit: Securities Transfer Corporation as Rights Agent for MoneyOnMobile, Inc., ABA

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Number: 055003298, SWIFT Number WFBIUS6S, Account # 200303717, for further credit to EagleBank, Beneficiary Name: Securities Transfer Corporation as Rights Agent for MoneyOnMobile, Inc. and name of the subscription rights holder.

You should read the instruction letter accompanying the subscription rights statement carefully and strictly follow it. Do not send subscription rights statements or payments directly to us . We will not consider your subscription received until the subscription agent has received delivery of a properly completed and duly executed subscription rights statement and payment of the full subscription amount.

The method of delivery of subscription rights statements and payment of the subscription amount to the subscription agent will be at the risk of the holders of subscription rights. If sent by mail, we recommend that you send those statements and payments by registered mail, properly insured, with return receipt requested, or by overnight courier, and that you allow a sufficient number of days to ensure delivery to the subscription agent before the rights offering expires.

Missing or Incomplete Subscription Forms or Payment

If you fail to complete and sign the subscription rights certificate or otherwise fail to follow the subscription procedures that apply to the exercise of your subscription rights before the rights offering expires, the subscription agent will reject your subscription or accept it to the extent of the payment received. Neither we nor our subscription agent undertakes any responsibility or action to contact you concerning an incomplete or incorrect subscription form, nor are we under any obligation to correct such forms. We have the sole discretion to determine whether a subscription exercise properly complies with the subscription procedures.

The payment received will be applied to exercise your subscription rights to the fullest extent possible based on the amount of the payment received. Any excess subscription payments received by the subscription agent will be returned, without interest or penalty, as soon as practicable following the expiration of the rights offering.

Issuance of Common Stock

The shares of common stock that are purchased in the rights offering will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration (DRS) account statement from our transfer agent reflecting ownership of these securities if you are a holder of record of shares. If you hold your shares of common stock in the name of a custodian bank, broker, dealer, or other nominee, DTC will credit your account with your nominee with the securities you purchased in the rights offering.

No Fractional Shares

We will not issue fractional shares of common stock in the rights offering.

Notice to Brokers and Nominees

If you are a broker, dealer, bank, or other nominee holder that holds shares of our common stock for the account of others on the record date, you should notify the beneficial owners of the shares for whom you are the nominee of the rights offering as soon as possible to learn their intentions with respect to exercising their subscription rights. If a beneficial owner of our common stock so instructs, you should complete the subscription rights statement and submit it to the subscription agent with the proper subscription payment by the expiration date. You may exercise the number of subscription rights to which all beneficial owners in the aggregate otherwise would have been entitled had they been direct holders of our common stock on the record date, provided that you, as a nominee record holder, make a proper showing to the subscription agent by submitting the form entitled “nominee holder certification,” which is provided with your rights offering materials. If you did not receive this form, you should contact our subscription agent to request a copy.

Validity of Subscriptions

We will resolve all questions regarding the validity and form of the exercise of your subscription rights, including time of receipt and eligibility to participate in the rights offering. Our determination will be final

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and binding. Once made, subscriptions are irrevocable; we will not accept any alternative, conditional, or contingent subscriptions. We reserve the absolute right to reject any subscriptions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before the expiration date of the rights offering, unless we waive them in our sole discretion. Neither we nor the subscription agent is under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to our right to withdraw or terminate the rights offering, only when the subscription agent receives a properly completed and duly executed subscription rights statement and any other required documents and the full subscription payment. Our interpretations of the terms and conditions of the rights offering will be final and binding.

Stockholder Rights

You will have no rights as a holder of the shares of our common stock you purchase in the rights offering until shares are issued in book-entry form or your account at your broker, dealer, bank, or other nominee is credited with the shares of our common stock purchased in the rights offering.

Foreign Stockholders

We will not mail this prospectus or any subscription rights certificates to stockholders with addresses that are outside the United States or that have an army post office or foreign post office address. The subscription agent will hold these subscription rights certificates for their account. To exercise subscription rights, our foreign stockholders must notify the subscription agent prior to 5:00 PM Eastern Time, on June 4, 2018, the third business day prior to the expiration date, of your exercise of Subscription Rights and provide evidence satisfactory to us, such as a legal opinion from local counsel, that the exercise of such Subscription Rights does not violate the laws of the jurisdiction in which such stockholder resides and payment by a U.S. bank in U.S. dollars before the expiration of the offer. If no notice is received by such time or the evidence presented is not satisfactory to us, the Subscription Rights represented thereby will expire.

No Revocation or Change

Once you submit the subscription rights certificate or have instructed your nominee of your subscription request, you are not allowed to revoke or change the exercise or request a refund of monies paid. All exercises of subscription rights are irrevocable, even if you learn information about us that you consider to be unfavorable. You should not exercise your subscription rights unless you are certain that you wish to purchase shares at the subscription price.

U.S. Federal Income Tax Treatment of Rights Distribution

For U.S. federal income tax purposes, we do not believe holders of shares of our common stock should recognize income or loss upon receipt or exercise of a subscription right. See “Material U.S. Federal Income Tax Consequences” on page 36 .

No Recommendation to Rights Holders

Our board of directors is not making a recommendation regarding your exercise of the subscription rights. Stockholders who exercise subscription rights risk investment loss on money invested. We cannot assure you that the market price of our common stock will reach or exceed the subscription price after the offering, and even if it does so, that it will not subsequently decline. We also cannot assure you that you will be able to sell shares of our common stock purchased in the rights offering at a price equal to or greater than the subscription price. You should make your investment decision based on your assessment of our business and financial condition, our prospects for the future and the terms of this rights offering. Please see “Risk Factors” on page 14 for a discussion of some of the risks involved in investing in our common stock.

Fees and Expenses

We will pay all fees charged by the subscription agent and by the dealer-manager. You are responsible for paying any other commissions, fees, taxes or other expenses incurred in connection with the exercise of your subscription rights.

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No Standby Commitment

We have not entered into any standby purchase arrangement in connection with this offering.

Listing

The subscription rights may not be sold, transferred, assigned or given away to anyone, and will not be listed for trading on any stock exchange or market. The shares of our common stock are currently traded on OTC Market Group’s OTCQB under the symbol “MOMT”. We have applied to list our common stock, including the shares to be issued in the rights offering, on the Nasdaq Capital Market under the symbol “MOMT”

Important

Please follow the directions regarding delivery of subscription rights certificates and payments described above. Do not send subscription rights certificates directly to us. You are responsible for choosing the payment and delivery method for your subscription rights certificate and you bear the risks associated with such delivery. If you choose to deliver your subscription rights certificate and payment by mail, we recommend that you use registered mail, properly insured, with return receipt requested. We also recommend that you allow a sufficient number of days to ensure delivery to the subscription agent prior to the expiration time.

Distribution Arrangements

RHK Capital is the dealer-manager for the rights offering. The dealer-manager will provide marketing assistance and advice to us in connection with the rights offering. RHK Capital is not underwriting or placing any of the rights being sold in this offering and does not make any recommendation with respect to such rights (including with respect to the exercise of such rights). As contemplated by the dealer-manager agreement, RHK Capital will not solicit any holders of the securities (including the rights) or engage in the offer and sale of such securities in any jurisdiction in which such securities are not qualified or registered for sale in accordance with, or exempt from, the state securities or blue sky laws or Canadian provincial securities laws of such jurisdiction unless and until (i) the Company has advised RHK Capital that such securities have been qualified or registered in accordance with, or are exempt from application of, the state securities or blue sky laws or the Canadian provincial securities laws of such jurisdiction, as applicable, and (ii) RHK Capital possesses all required licenses and registrations to solicit or offer such securities in that jurisdiction. See “Plan of Distribution” on page 47 for a discussion of the fees and expenses to be paid to the dealer-manager in connection with this rights offering.

Other Matters

We are not making the rights offering in any state or other jurisdiction in which it is unlawful to do so, nor are we distributing or accepting any offers to purchase any shares of our common stock from subscription rights holders who are residents of those states or other jurisdictions or who are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights. We may delay the commencement of the rights offering in those states or other jurisdictions, or change the terms of the rights offering, in whole or in part, in order to comply with the securities laws or other legal requirements of those states or other jurisdictions. Subject to state securities laws and regulations, we also have the discretion to delay allocation and distribution of any shares you may elect to purchase by exercise of your subscription privileges in order to comply with state securities laws. We may decline to make modifications to the terms of the rights offering requested by those states or other jurisdictions, in which case, if you are a resident in those states or jurisdictions or if you are otherwise prohibited by federal or state laws or regulations from accepting or exercising the subscription rights, you will not be eligible to participate in the rights offering. However, we are not currently aware of any states or jurisdictions that would preclude participation in the rights offering.

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b.    The Company raised an additional $2,195,000 from investors for 2,195 shares of Series F Preferred Stock.

c.    In April 2018, the Company received notice that the majority holders of the Series F, H and G Convertible Preferred Stock amended the related preferred stock agreements such that investors no longer possessed the option to redeem the financial instruments.

The information above is as of December 31, 2017 and excludes:

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340,250 common shares issuable upon the exercise of outstanding stock options with a weighted average exercise price of  $11.00;

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1,110,420 common shares issuable upon the exercise of outstanding warrants with a weighted average exercise price of  $12.00;

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153,375 common shares issuable upon the conversion of convertible subordinated notes; and

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1,396,608 common shares issuable upon the conversion of preferred series stock.

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ALL HOLDERS SHOULD CONSULT THEIR TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE RECEIPT, OWNERSHIP, AND EXERCISE OF THE SUBSCRIPTION RIGHTS, INCLUDING THE APPLICABILITY OF ANY FEDERAL ESTATE OR GIFT TAX LAWS OR ANY STATE, LOCAL OR FOREIGN TAX LAWS. AS DISCUSSED BELOW, CERTAIN OF THE INCOME TAX CONSEQUENCES OF THE DISTRIBUTION OF THE RIGHTS ARE NOT DETERMINABLE WITH CERTAINTY UNDER U.S. TAX LAW

TAX CONSEQUENCES TO U.S. HOLDERS

The immediately following discussion describes the tax consequences of the distribution of the subscription rights (and of the subsequent exercise or non-exercise of those rights) to U.S. Holders of common stock. The tax consequences to the U.S. Holders of preferred stock are discussed below.

Tax consequences of the Receipt of the Subscription Rights by Common Shareholders

For the reasons set forth below, the company’s tax counsel has reached an opinion that the distribution of the subscription rights to the common shareholders should be non-taxable to the common shareholders, but counsel is unable to opine conclusively that such distribution will be nontaxable.

As a general rule under Section 305(a) of the Code, the distribution of stock (including rights to acquire stock) by a corporation to its common stockholders with respect their stock is not taxable to such stockholders.

Section 305(b) of the Code contains a number of exceptions to the general rule set forth in Section 305(a). If a distribution of stock or rights to acquire stock falls within one of these exceptions, the distribution may be taxable to the stockholders in the manner set forth below.

Section 305(b)(2) provides that Section 305(a) does not apply to a “disproportionate distribution,” and such distributions are therefore taxable. A “disproportionate distribution” is a distribution (or a series of distributions) that results in (i) the receipt of property by some stockholders, and (ii) an increase in the proportionate interest of other stockholders in the assets or earnings and profits of the distributing corporation. (Under Section 317(a), the term “property” means money, securities and any other property, but the term does not include stock in the corporation making the distribution or rights to acquire such stock.) A “series of distributions” encompasses all distributions (whether or not pursuant to a plan) made or deemed made by a corporation which have the result of the receipt of cash or property by some stockholders and an increase in the proportionate interests of other stockholders. Under Treasury Regulation 1.305-3(b)(4), the receipt of cash or property within 36 months (before or after) the distribution of stock or stock rights may be taken into account in determining whether a disproportionate distribution has occurred. (Receipts of cash or property outside of this 72-month window are not taken into account unless made pursuant to a plan.)

In the rights distribution, the shareholders are not receiving cash or property (since the term “property” does not include stock in the corporation or the right to acquire stock). They are receiving only the right to acquire additional common stock in the company. Moreover, the company has not made any other distributions of cash, stock, stock rights or other property to shareholders during the previous 36 months. However, while we have not made any distributions of cash or property on our stock during the last 36 months, if we were to make a distribution in cash or other property on our stock within the 36 month period following the distribution of the subscription rights, such distribution could cause the receipt of the subscription rights to be treated as part of a disproportionate distribution. In addition, the company has options, warrants and convertible debt outstanding, all of which may be treated as stock for purposes of determining whether there has been a disproportionate distribution. Under certain circumstances impossible to predict (such as a failure to properly adjust an option price in connection with a stock distribution), the existence of these stock rights could cause the receipt of subscription rights pursuant to this offering to be part of a disproportionate distribution, as contemplated in Code Section 305(b)(2).

Given the uncertainty of the potential effect that future actions could have on the tax treatment of the distribution of the current subscription rights to common shareholders, and the existence of other stock rights, our tax counsel is unable to reach an opinion that such distribution will be nontaxable, but it has reached an opinion that such distribution should be non-taxable to the common shareholders. Based on the

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opinion of tax counsel, we will take the position that the subscription rights issued to the common shareholders pursuant to this rights offering are not part of a disproportionate distribution and that the distribution of the subscription rights is not a taxable event to the common shareholders.

Other Tax Consequences to U.S. Holders Assuming the Rights Offering is Considered Non-Taxable.

Tax Basis of the Subscription Rights

Although the subscription rights are not transferable, a U.S. Holder needs to determine its tax basis in the subscription rights in order to be able to determine its tax basis in any common stock received as a result of the exercise of the subscription rights.

If on the date that the subscription rights are received by a U.S. Holder the fair market value of the subscription rights received is less than 15% of the fair market value of the holder’s existing shares of stock (with respect to which the subscription rights are distributed), the subscription rights will be allocated a zero dollar basis for U.S. federal income tax purposes, unless the U.S. Holder elects to allocate its basis in its existing shares of stock between its existing shares of stock and the subscription rights in proportion to the relative fair market values of the existing shares of stock and the subscription rights, determined on the date of receipt of the subscription rights. If a U.S. Holder chooses to allocate basis between its existing shares and the subscription rights, it must make this election on a statement included with a timely filed tax return (including extensions) for the taxable year in which the subscription rights are received. Such an election is irrevocable. Holders should consult their own tax counsel about making this election.

However, if the fair market value of the subscription rights received is 15% or more of the fair market value of the holder’s existing shares of stock on the date that the subscription rights are received, then the holder must allocate its basis in its existing shares of stock between those shares and the subscription rights received in proportion to their fair market values determined on the date of receipt of the subscription rights.

The fair market value of the subscription rights on the date that the subscription rights are distributed is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of the fair market value of the subscription rights on that date. In determining the fair market value of the subscription rights, a U.S. Holder should consider all relevant facts and circumstances, including any difference between the subscription price of the subscription rights and the trading price of our shares of stock on the date that the subscription rights are distributed, the length of the period during which the subscription rights may be exercised and the fact that the subscription rights are non-transferable.

Exercise of Subscription Rights

A U.S. Holder will not recognize gain or loss upon the exercise of a subscription right received in the rights offering. See, e.g., Rev. Rul. 72-265. The holder’s adjusted tax basis, if any, in the subscription right (as described above) plus the subscription price, will be the holder’s basis in the common stock acquired upon exercise of the subscription right.

Under Code section 1223(5) the holding period of shares of common stock acquired upon exercise of a subscription right will begin on the date of exercise.

If a U.S. Holder exercises a subscription right after disposing of the shares of our stock with respect to which such subscription right was received, then certain aspects of the tax treatment of the exercise of the subscription right are unclear, including (1) the allocation of tax basis between the shares of stock previously sold and the subscription right, (2) the impact of such allocation on the amount and timing of gain or loss recognized with respect to the shares of our stock previously sold and (3) the impact of such allocation on the tax basis of the shares of our common stock acquired upon exercise of the subscription right. A U.S. Holder who exercises a subscription right received in the rights offering after disposing of shares of our stock with respect to which the subscription right is received should consult its own tax advisor.

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Expiration of Subscription Rights

If a U.S. Holder allows subscription rights received in the rights offering to expire, it will not recognize any gain or loss for U.S. federal income tax purposes with respect to the rights. The holder should re-allocate to its existing stock any portion of the tax basis in its existing stock that was previously allocated to the subscription rights.

Alternative Treatment of Subscription Rights if the Rights Distribution is Considered Taxable.

Tax on Receipt

If the IRS were to successfully assert that the distribution of the subscription rights in the rights offering resulted in a “disproportionate” distribution (or was otherwise taxable pursuant to Section 305(b)) each U.S. Holder would be considered to have received a distribution with respect to such holder’s stock in an amount equal to the fair market value, on the date of distribution, of the subscription rights received. This distribution generally would be taxed as a dividend distribution to the extent of the holder’s ratable share of our current and accumulated earnings and profits. The amount of any distribution in excess of our earnings and profits would be applied to reduce (but not below zero) the holder’s tax basis in its stock, and any remaining excess generally would be taxable as capital gain (long-term, if the holder’s holding period with respect to its capital stock is more than one year as of the date of distribution, otherwise short-term).

Tax basis and holding period

The holder’s tax basis in the subscription rights received pursuant to a taxable rights offering would be equal to the fair market value of the subscription rights on the date of distribution. The holding period for the subscription rights would begin upon receipt.

Expiration of the rights

If the receipt of subscription rights pursuant to this offering is taxable, and a U.S. Holder allows the subscription rights received in this offering to expire, then such U.S. Holder should recognize a short-term capital loss equal to such U.S. Holder’s tax basis in the expired subscription rights. A U.S. Holder’s ability to use any capital loss may be subject to limitations.

If the subscription rights expire without exercise after the holder has disposed of all or a portion of its shares of stock, the holder should consult its own tax advisor regarding the ability to recognize a loss (if any) on the expiration of the subscription rights.

Exercise of the Subscription Rights; Tax Basis and Holding Period of the Shares

The exercise of taxable subscription rights by a holder will not be a taxable transaction for U.S. federal income tax purposes. Accordingly, the holder’s tax basis in the shares acquired upon exercise of the subscription rights will equal the sum of the price paid for the shares and the holder’s tax basis (as determined above), if any, in the subscription rights exercised. The holding period of the shares will begin on the day the subscription rights are exercised.

Tax Consequences to Preferred Shareholders

The tax consequences to the preferred shareholders on the distribution of the subscription rights are unclear and the company’s counsel is unable to render an opinion on those consequences. Under a second exception to Section 305(a)’s general rule of non-taxation, a distribution is taxable if it is made “with respect to preferred stock, other than an increase in the conversion ratio of convertible preferred stock made solely to take account of a stock dividend or stock split with respect to the stock into which such convertible stock is convertible.” Section 305(b)(4). Treasury Regulations (section 1.305-5) suggest that a distribution, such as the subscription rights distribution, which prevents a dilution would be tax-free (the preferred stock has no anti-dilution terms of its own). However, an IRS Revenue Ruling (Rev. Rul. 83-42) states that the “distribution” referred to in the regulations is only a “deemed” distribution which is

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considered to result when a conversion ratio is adjusted, not an actual distribution of stock or stock rights. It is uncertain whether this Revenue Ruling is an accurate interpretation of the statute and the regulations. Accordingly, preferred stockholder should consult their own tax advisors about the tax consequences to them of the distribution of the subscription rights.

For a description of the other tax consequences of the distribution, depending on whether it is taxable or not, preferred shareholders should refer to the discussion above of the “Other Tax Consequences to U.S. Holders Assuming the Rights Offering is Considered Non-Taxable” and “Alternative Treatment of Subscription Rights if the Rights Distribution is Considered Taxable.”

Tax Consequences of Owning and Disposing of Common Stock Acquired Through the Exercise of the Subscription Rights (Common and Preferred Shareholders)

The following discussion applies to the common stock acquired by U.S. Holders, whether common shareholders or preferred shareholders, following the exercise of their subscription rights.

Distributions

Distributions with respect to the shares of our common stock that are acquired upon exercise of subscription rights will be taxable as dividend income, when actually or constructively received, to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. If the amount of a distribution exceeds our current and accumulated earnings and profits, the excess will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis in its shares of our common stock, and thereafter as capital gain.

Distributions received by certain non-corporate U.S. holders with respect to shares of our common stock generally will be “qualified dividends” subject to preferential rates of U.S. federal income tax, provided that the U.S. holder meets applicable holding period and other requirements. Subject to similar exceptions for short-term and hedged positions, dividend income on our shares of common stock paid to U.S. Holders that are domestic corporations generally will qualify for the dividends-received deduction.

Dispositions

If a U.S. Holder sells or otherwise disposes of, in a taxable transaction, shares of common stock acquired upon exercise of subscription rights, it will recognize capital gain or loss equal to the difference between the amount realized and its adjusted tax basis in the shares. Such capital gain or loss will be long-term capital gain or loss if the holder’s holding period for such shares is more than one year at the time of disposition. Long-term capital gain of a non-corporate U.S. Holder is generally taxed at preferential tax rates. The deductibility of capital losses is subject to limitations.

Additional Medicare Tax on Net Investment Income

An additional 3.8% tax (the so-called “Medicare Tax”) will be imposed on the “net investment income” of certain U.S. citizens and resident aliens, and on the undistributed “net investment income” of certain estates and trusts, with Modified Adjusted Gross Income in excess of threshold amounts. Among other items, “net investment income” generally includes gross income from dividends and net gain from the disposition of property, such as our capital stock, less certain deductions. U.S. Holders should consult their tax advisor about the Medicare tax.

Information Reporting and Backup Withholding

U.S. Holders may be subject to information reporting and/or backup withholding with respect to the gross proceeds from the disposition of shares of our common stock acquired through the exercise of subscription rights. Backup withholding (currently at the rate of 28%) may apply if the U.S. Holder (1) fails to furnish a social security or other taxpayer identification number (“TIN”), (2) furnishes an incorrect TIN, (3) fails to report interest or dividends properly or (4) fails to provide a certified statement on IRS Form W-9, signed under penalty of perjury, that the TIN provided is correct, that it is not subject to backup withholding and that it is a U.S. person for U.S. federal income tax purposes. Any amount withheld from a payment under the backup withholding rules is allowable as a credit against (and may entitle the U.S.

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Holder to a refund with respect to) its U.S. federal income tax liability, provided that the required information is timely furnished to the IRS. Certain persons are exempt from information reporting and backup withholding, including corporations and certain financial institutions, provided that they demonstrate their exempt status if requested. U.S. Holders are urged to consult their own tax advisor as to their qualification for exemption from backup withholding and the procedure for obtaining such exemption.

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TAX CONSEQUENCES TO NON-U.S. HOLDERS

The discussion immediately below describes the tax consequences of the distribution of subscription rights to shareholders who are not U.S. Holders (hereinafter, “Non-U.S. Holders”) and who own common shares in the company. A discussion of Non-U.S. Holders who own preferred stock is set forth below.

Tax Consequences to Common Shareholders Assuming the Rights Offering is Non-Taxable

Receipt of Subscription Rights

As discussed above under the section entitled “Tax consequences of the Receipt of the Subscription Rights by Common Shareholders” it is the opinion of tax counsel that the distribution of subscription rights to a common shareholder should be treated, for U.S. federal income tax purposes, as a non-taxable distribution. The remainder of this section assumes that the receipt by a Non-U.S. Holder, who owns common stock, of subscription rights pursuant to this rights offering is non-taxable for U.S. federal income tax purposes. However, this conclusion is not free from doubt, and it is possible that the IRS may take a contrary view.

Tax Basis in the Subscription Rights

See the discussion above under the section entitled “Other Tax Consequences to U.S. Holders Assuming the Rights Offering is Considered Non-Taxable” – “Tax Basis of the Subscription Rights” for a description of how to determine the tax basis of a Non-U.S. Holder, who owns common stock, in the subscription rights received pursuant to this offering.

Exercise of the Subscription Rights

A Non-U.S. Holder will not recognize any gain or loss upon the exercise of subscription rights received pursuant to this rights offering. A Non-U.S. Holder’s tax basis in shares of our common stock acquired through the exercise of such subscription rights will equal the sum of  (i) the subscription price paid for the shares, plus (ii) the tax basis, if any, in the subscription rights immediately prior to such exercise. The holding period for shares of our common stock acquired through the exercise of such subscription rights will begin on the date the subscription rights are exercised.

Expiration of the Subscription Rights

A Non-U.S. Holder who allows subscription rights received pursuant to this rights offering to expire generally will not recognize any gain or loss upon such expiration. If, in connection with the receipt of subscription rights pursuant to this offering, a Non-U.S. Holder, by election or otherwise, allocated a portion of the tax basis in such Non-U.S. Holder’s then existing shares to such Non-U.S. Holder’s subscription rights, then upon the expiration of such subscription rights, the portion of the tax basis previously allocated to the subscription rights will be re-allocated to such Non-U.S. Holder’s shares, and the tax basis of those shares will be restored to what it was immediately before the receipt of the subscription rights in this offering.

Tax consequences to the Common Shareholders if the Rights Offering is Considered Taxable

Receipt of Subscription Rights

If, contrary to tax counsel’s conclusion and corresponding opinion hereunder that the distribution of subscription rights to a common shareholder should constitute a non-taxable event, the distribution or issuance to a common shareholder of subscription rights under this offering is considered part of a disproportionate distribution (or is otherwise taxable), then such distribution would generally be treated as a taxable distribution in an amount equal to the fair market value of the subscription rights. See “Alternative Treatment of Subscription Rights if the Rights Distribution is Considered Taxable,” above, for a discussion of the tax on a receipt of the subscriptions rights. The remainder of the discussion in this

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section assumes, contrary to tax counsel’s opinion hereunder that the distribution of subscription rights to a shareholder should constitute a non-taxable event, that the receipt of subscription rights pursuant to this offering is considered part of a disproportionate distribution and generally taxable to the receiving Non-U.S. Holder.

Tax Basis in the Subscription Rights

If the receipt of subscription rights pursuant to this offering is taxable to the receiving Non-U.S. Holder, then the Non-U.S. Holder’s tax basis in the subscription rights received should be equal to the fair market value of such subscription rights when received, regardless of whether the receipt of subscription rights is treated as a dividend, as a tax-free return of basis, as gain from the sale or exchange of our common stock, or otherwise.

Exercise of the Subscription Rights

If the receipt of subscription rights pursuant to this offering is treated as taxable to the receiving Non-U.S. Holder, then such Non-U.S. Holder will not recognize any gain or loss upon the exercise of such subscription rights. In such a case, a Non-U.S. Holder’s tax basis of shares of our common stock acquired through the exercise of such subscription rights will equal the sum of  (i) the subscription price paid for the shares of our common stock, plus (ii) the tax basis, if any, in the subscription rights immediately prior to such exercise. The holding period for shares of our common stock acquired through the exercise of the subscription rights will begin on the date the subscription rights are exercised.

Expiration of the Subscription Rights

If the receipt of subscription rights pursuant to this offering is taxable, and a Non-U.S. Holder allows the subscription rights received in this offering to expire, then such Shareholder should recognize a short-term capital loss equal to such Shareholder’s tax basis in the expired subscription rights. A Non-U.S. Holder’s ability to use any capital loss may be subject to limitations.

Tax Consequences to Non-U.S. Holders who are Preferred Shareholders.

See the discussion under “Tax Consequences to Preferred Shareholders,” above, for a discussion of the tax consequences of the rights distribution to Non-U.S. Holders who are preferred shareholders.

Tax Consequences of Owning or Disposing of Common Stock Acquired Through an Exercise of the Subscription Rights (Common and Preferred Shareholders)

The following discussion addresses the tax consequences to Non-U.S. Holders, whether common or preferred, of owning and disposing of our common stock acquired through the exercise of the subscription rights, regardless of whether the distribution of the rights is taxable or non-taxable.

Distributions

Any distributions of cash or property made with respect to our common stock generally will be subject to withholding tax to the extent paid out of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes, if any, at a rate of 30% (or a lower rate prescribed in an applicable income tax treaty). In order to obtain a reduced withholding tax rate, if applicable, you must provide an applicable IRS Form W-8BEN or IRS Form W-8BEN-E certifying your entitlement to benefits under a treaty. In addition, you will not be subject to withholding tax if you provide an IRS Form W-8ECI certifying that the distributions are effectively connected with your conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment within the United States); instead, you generally will be subject to U.S. federal income tax, net of certain deductions, with respect to such income at the same rates applicable to U.S. persons, and if you are a corporation, a “branch profits tax” of 30% (or a lower rate prescribed in an applicable income tax treaty) also may apply to such effectively connected income.

Non-U.S. Holders may be required to periodically update their IRS Forms W-8 in order to remain eligible for a reduced withholding tax rate. Any distributions with respect to the shares of our common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S.

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federal income tax principles), will constitute dividends for U.S. federal income tax purposes and will be subject to U.S. federal withholding tax at a 30% rate (or such lower rate as specified by an applicable income tax treaty), provided that such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a U.S. trade or business. Distributions in excess of our current and accumulated earnings and profits (as determined under U.S. federal income tax principles) will first constitute a return of capital that is applied against and reduces the Non-U.S. Holder’s adjusted tax basis in our common stock (determined on a share by share basis), and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, the excess will be treated as gain realized on the sale or other disposition of our common stock as described below under “Dispositions.”

Dividends that are effectively connected with the conduct of a Non-U.S. Holder’s trade or business within the United States are not subject to U.S. federal withholding tax if such Non-U.S. Holder provides our paying agent or a relevant withholding agent with an IRS Form W-8ECI, but generally will be subject to U.S. federal income tax on a net income basis at applicable graduated individual or corporate rates, unless an applicable income tax treaty provides otherwise. A foreign corporation may be subject to an additional branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits attributable to such income.

Dispositions

Subject to the discussions below under “Information Reporting and Backup Withholding” and “Foreign Account Tax Compliance Act,” any gain realized by a Non-U.S. Holder upon the sale or other disposition of shares of our common stock generally will not be subject to U.S. federal income tax unless:

(i)

That gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the U.S. (and, if required by an applicable income tax treaty, is attributable to a U.S. “permanent establishment” maintained by the Non-U.S. Holder). Such gain will be subject to U.S. federal income tax in the same manner that a U.S. person would be taxed, unless an applicable income tax treaty provides otherwise. If such Non-U.S. Holder is a foreign corporation, such gain may also be subject to a branch profits tax (at a 30% rate or such lower rate as specified by an applicable income tax treaty) on its effectively connected earnings and profits attributable to such income.

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(ii)

the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met. Such a Non-U.S. Holder will be subject to a 30% U.S. federal income tax on the gain derived from the sale, which may be offset by certain U.S.-source capital losses.

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(iii)

the company is or has been a United States real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes during designated periods. As the real estate that we own in the United States comprises less than 50% of our total assets, we are not (and have never been) a USRPHC.

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Information Reporting and Backup Withholding

We and our withholding agents must report annually to the IRS the amount of dividends or other distributions paid to Non-U.S. Holders on shares of our common stock and the amount of tax we and our withholding agents withhold on these distributions. Copies of the information returns reporting such distributions and any withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides, under the provisions of an applicable income tax treaty.

A Non-U.S. Holder will not be subject to backup withholding (the current rate of which is 28%) on reportable payments the Non-U.S. Holder receives on shares of our common stock if the Non-U.S. Holder provides proper certification (usually on an IRS Form W-8BEN or IRS Form W-8BEN-E) of its status as a non-U.S. person.

Information reporting and backup withholding generally are not required with respect to the amount of any proceeds from the sale or other disposition of shares of our common stock outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the United States. However, information reporting will apply if a Non-U.S. Holder sells shares of our common stock

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outside the United States through a U.S. broker or a broker that is a controlled foreign corporation, a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, or a foreign partnership that, at any time during its tax year, either is engaged in the conduct of a trade or business in the United States or has as partners one or more U.S. persons that, in the aggregate, hold more than 50% of the income or capital interests in the partnership. If a sale or other disposition is made through a U.S. office of any broker, the broker will be required to report the amount of proceeds paid to the Non-U.S. Holder to the IRS and also to backup withhold on that amount unless the Non-U.S. Holder provides appropriate certification (usually on an IRS Form W-8BEN or IRS Form W-8BEN-E) to the broker certifying the Non-U.S. Holder’s status as a non-U.S. person or other exempt status.

Any amounts withheld under the backup withholding rules will generally be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is properly furnished to the IRS on a timely basis.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code (commonly referred to as “FATCA”) generally impose a 30% withholding tax on “withholdable payments,” which include dividends on our common stock and gross proceeds from the disposition of our common stock paid to (i) a foreign financial institution (as defined in Section 1471 of the Code) unless it agrees to collect and disclose to the IRS information regarding direct and indirect U.S. account holders and (ii) a non-financial foreign entity unless it certifies certain information regarding substantial U.S. owners of the entity, which generally includes any U.S. person who directly or indirectly owns more than 10% of the entity. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under U.S. Treasury regulations and IRS guidance, the withholding obligations described above apply to payments of dividends on our common stock, and will apply to payments of gross proceeds from a sale or other disposition of our common stock on or after January 1, 2019. Prospective Non-U.S. Holders should consult their own tax advisors with respect to the potential tax consequences of FATCA.

THE PRECEDING DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS NOT TAX ADVICE. HOLDERS OF SUBSCRIPTION RIGHTS TO SHARES OF OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES, UNDER FEDERAL ESTATE AND GIFT TAX LAWS, FOREIGN, STATE AND LOCAL LAWS AND TAX TREATIES, OF THE RECEIPT, OWNERSHIP AND EXERCISE OF SUBSCRIPTION RIGHTS AND THE ACQUISITION, OWNERSHIP AND DISPOSITION OF SHARES OF OUR COMMON STOCK.

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Authorized but Unissued Shares

Our authorized but unissued shares of common stock and preferred stock are available for future issuance without shareholder approval. We may use additional shares for a variety of purposes, including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized but unissued shares of common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Transfer Agent and Registrar

The registrar and transfer agent for our common stock is Securities Transfer Corporation.

Markets Listing

The shares of our common stock are currently quoted on the OTC Market Group’s OTCQB under the symbol “MOMT”. We have applied to list our common stock on the Nasdaq Capital Market under the symbol “MOMT”.

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Will Dawson, Chief Operating Officer

Mr. Dawson, age 46, is the Chief Operating Officer. Mr. Dawson has over 20 years of experience in the technology industry. Prior to MoneyOnMobile, Mr. Dawson was the Chief Operating Officer at a MasterCard and Smart Communication joint venture, which created mobile money ecosystems in Asia, the Middle East, Africa, and Latin America. Mr. Dawson rolled out mobile money solutions in Turkey with the largest mobile operator and two banks, and in Egypt with the Central Bank of Egypt, a mobile operator, a bank, and a bill payment aggregator. He earned a Bachelor of Science in Mechanical Engineering and a Bachelor of Science in Economics from the University of Pennsylvania, and an MBA from London Business School.

Gerald Ratigan, SVP Finance, Chief Accounting Officer

Mr. Ratigan, age 38, is the SVP Finance, Chief Accounting Officer. Mr. Ratigan has over 15 years of experience in public accounting with Grant Thornton and KPMG, and in private industry, Mr. Ratigan is a licensed CPA in the state of Texas, a certified management accountant and certified in strategy and competitive analysis through the Institute of Management Accountants. Prior to MoneyOnMobile, Mr. Ratigan held various management roles in multiple global organizations. He earned a Bachelor of Business Administration with Honors in Accounting and Finance from the University of Miami, Florida.

Directors

Oleg Gordienko

Mr. Gordienko, age 41, has over 20 years of experience in the financial market. Currently, and from September 2017, Mr. Gordienko serves as Investment Director at S7 Airlines, which is the largest non-state aerospace holding in Eastern Europe. Mr. Gordienko has approximately 14 years’ working experience at Raiffeisen Bank since 2003. From March 2017 to August 2017, he served as Managing Director in charge of large corporate coverage and from September 2012 to March 2017, he was the Managing Director in charge of investment banking at Raiffeisen Bank. Prior to that, from August 2008 to September 2012, he served as the deputy head of investment banking at Raiffeisen Bank. Mr. Gordienko holds a degree from the Financial Academy under the Government of the Russian Federation.

Narayan (AG) Gandadhar

Mr. Gandadhar, age 40, has nearly two decades of experience in leadership roles managing engineering and infrastructure at major technology companies such as Amazon, Google, and Microsoft. Until recently, he was Chief Technology Officer for General Motors’ Cruise Automation, helping to engineer self-driving cars at production scale. From August 2015 till recently, Mr. Gangadhar served as Head of Core Engineering at Uber. In addition, from March 2010 to August 2015, he served as Senior Engineer Director at Google. Mr. Gangadhar received his Bachelor’s degree in Computer Science from the University of Bombay in 1999. He received his Master’s degree in Computer Sciences from Worcester Polytechnic Institute in 2001.

James M. McKelvey

Mr. McKelbey, age 55, was appointed to our Board of Directors in May 2016. Since July 2009, Jim McKelvey served as a member of the board of directors of Square, Inc., a NYSE traded company known for enabling anyone with a mobile device to accept card payments, a company co-founded by Mr. McKelvey. Since July 2013, Mr. McKelvey served as a Managing Director of SixThirty FinTech Accelerator, LLC, a financial technology accelerator. Since March 2012, Mr. McKelvey served as a General Partner of Cultivation Capital, a venture capital firm. Since January 1990, Mr. McKelvey served in various positions at Mira Smart Conferencing, a digital conferencing company. Mr. McKelvey currently serves on the boards of directors of a number of privately-held companies. Mr. McKelvey holds a B.S. in Computer Science and a B.A. in Economics from Washington University in St. Louis.

Karl Power

Karl Power, age 56. From November 2015 until July 2016, Mr. Power has served as a Director to the Board of Directors of Excel Corp. (OTCQB: EXCC). Since August 2011, Mr. Power has been Chairman

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and CEO of Active In Home Therapy, a health care services provider. Between 2001 and 2010, Mr. Power served in various management consultant roles to companies in multiple industries, including in the technology hardware industry, airline industry and online education. Mr. Power has a Masters of Business from University College Dublin and a Management Accountant qualification from the Institute of Management Accountants in London.

Max Shcherbakov

Mr. Shcherbakov, age 53. Since 2008, Mr. Shcherbakov has served as Managing Partner at Aurora Capital Worldwide, a private investment company. From 1999 to 2007, he was Managing Partner at TPG Aurora. Mr. Shcherbakov received his MA degree in Economics from Moscow State University in 1987 and MBA degree from Stanford Graduate School of Business in 1992.

David B. Utterback

Mr. Utterback, age 57, was appointed to our Board of Directors in May 2016. Since 1998, Dr. David B. Utterback has served as a Staff Anesthesiologist at Ocean Springs Hospital, in Ocean Springs, Mississippi, and at Singing River Hospital, in Pascagoula, Mississippi. Dr. Utterback also serves on the board of the American Board of Anesthesiology (since 1991) and on the board of the National Board of Medical Examiners (since 1987). Dr. Utterback holds a B.A. from Dartmouth College, M.D. from University of Illinois College of Medicine, and M.S. in Administrative Medicine from University of Wisconsin.

Summary Compensation Table

The following table sets forth the information as to compensation paid to or earned by our Chief Executive Officer and our two other most highly compensated executive officers during the fiscal years ended March 31, 2018, 2017, and 2016. These individuals are referred to in this registration statement as our named executive officers. The information includes the dollar value of base salaries, whether paid or deferred. No separate compensation was paid to executive officers for their services as members of the Board of Directors.

(1)

The expense recognized by the Company during the relating fiscal year in accordance with the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

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Employment Agreements with Executive Management

As of the date hereof, we have not entered into employment contracts with our officers, but may do so in the future.

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Outstanding Equity Awards at Fiscal Year-End

Certain information concerning outstanding stock options as of May 8, 2018, for our named executive officers:

(1)

Become void if services are earlier terminated.

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Montgomery Investments, L.P. (the “LP”); (v) 5,625 shares and 5,625 warrants owned by the Montgomery Non-Exempt Marital Trust, under trust dated January 1, 2007, (the “Trust”). Mr. Montgomery is a limited partner in the LP. The general partner of LP is a member of Mr. Montgomery’s immediate family. Mr. Montgomery may be deemed a remainder man of the Trust and may be deemed to share investment control over the shares held by the Trust. Mr. Montgomery disclaims beneficial ownership of all of the foregoing securities except to the extent of his pecuniary interest therein; (vi) 15,955 shares and 7,500 warrants owned by 4M Land and Cattle Company, Inc. Mr. Montgomery serves as president of this entity; (vii) 1,500 shares owned by trust for which Mr. Montgomery is Trustee; and (viii) 62,500 vested options to acquire additional shares of common stock.

(2)

Comprised of: (i) warrants to purchase 32,500 shares of common stock; (ii) warrants to purchase an aggregate of 13,461 shares of common stock held by David B. Utterback Revocable Trust dtd May 20, 2013 of which Mr. Utterback is Trustee; (iii) 32,900 shares of common stock which represents 33% of shares held by Fairmount St. Investments, LP, an entity of which Mr. Utterback is a 33% beneficial owner; (iv) warrants to purchase an aggregate of 51,152 shares of common stock which represents 33% of shares held by Fairmount St. Investments, LP, an entity of which Mr. Utterback is a 33% beneficial owner; (v) 3,500 shares directly held by David Utterback; (vi) 48,218 shares issuable on exercise of immediately convertible preferred shares beneficially owned by David Utterback. Ownership percentages, however, are representative of beneficial ownership as limited by the 4.99% ownership limitation in some of the derivative instruments held and (vii) 63,128 shares issuable on exercise of immediately convertible preferred shares, which represents 33% of shares held by Fairmount St. Investments, LP, an entity of which Mr. Utterback is a 33% beneficial owner, however, are representative of beneficial ownership as limited by the 4.99% ownership limitation in some of the derivative instruments held.

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(3)

Comprised of: (i) 60,875 shares and 36,984 warrants directly held by Oleg Gordienko (ii) 156,690 shares issuable on exercise of immediately convertible preferred shares beneficially owned by Oleg Gordienko. Ownership percentages, however, are representative of beneficial ownership as limited by the 4.99% ownership limitation in some of the derivative instruments held by the respective shareholder.

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(4)

Comprised of: (i) 4,167 shares directly held by Scott Arey and (ii) 40,000 shares issuable upon exercise of immediately exercisable options.

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(5)

Comprised of: (i) 23,336 shares directly held by Karl Power and (ii) 30,000 shares issuable upon exercise of immediately exercisable options.

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(6)

Comprised of: (i) 35,313 shares issuable on exercise of immediately exercisable warrants beneficially owned by James McKelvey and (ii) 6,313 shares issuable on exercise of immediately convertible preferred shares beneficially owned by James McKelvey.

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(7)

Comprised of: (i) 10,000 shares issuable upon exercise of immediately exercisable warrants directly held by Max Scherbakov.

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(8)

Comprised of: (i)) 10,000 shares issuable upon exercise of immediately exercisable warrants directly held by Narayan (AG) Gangadhar

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(9)

Comprised of: (i)) 12,500 shares issuable upon exercise of immediately exercisable options directly held by Will Dawson.

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the annual meeting of our shareholders and, once appointed, serve until their successors are elected and qualified, until their prior death, resignation, or until removed from office in accordance with our Bylaws. Our Bylaws provide that the number of directors on our Board of Directors shall be fixed and changed from time to time by resolution of our Board of Directors or by the vote of our shareholders.

Because our common stock currently is not traded on any national securities exchange or other major trading system, we are not subject to any standards regarding the “independence” of our directors. Karl Power, James M. McKelvey, David B. Utterback and Narayan (AG) Gangadhar are the members of our Board of Directors that are “independent” as defined in Rule 5605(a)(2) of the Listing Rules of the Nasdaq Stock Market.

Committees of the Board of Directors

Pursuant to our Bylaws, our Board of Directors may establish committees of one or more directors from time-to-time as it deems appropriate. The Company has a compensation, audit and strategic planning committees. Additionally, all matters of corporate governance are addressed by the full Board of Directors. In matters involving our directors and their separate interests, only disinterested directors vote.

(1)

Mr. Power serves as the Company’s “audit committee financial expert” as defined by applicable SEC rules.

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First, we think of the third party retailer as our customer — the local retailer who is selling our services to consumers. It is important for us to provide our retailers with a money-making value proposition that fits both their needs and capabilities and is also appealing to their local consumer base. Our system is based on a revenue sharing model which means our retailers earn more, the more they transact with us. In that way, MoneyOnMobile is an entrepreneurial business opportunity with a low cost of entry.

Our second group of customers are the merchants for whom we process transactions. These are the utility providers, mobile operators, insurance companies and banks to name a few. It is important that we provide useful services from these merchants that draw consumers to our retailer’s location repeatedly. We continue to focus on how we can engage more deeply with each of these target audiences.

Our competitive advantage is our ability to scale, giving us cost advantages. As we continue to significantly expand our retailer base and processing volume, we will incur limited increased costs to our existing infrastructure. This can be achieved as we have a near-zero transaction cost at the margin, so each additional transaction is a large contributor to the bottom line. It does not cost us any more to do a million and one transactions than it does to do a million transactions — nearly all the marginal profit on that incremental transaction goes to our profit. That is characteristic of payment systems in general, and it is beginning to be realized at MoneyOnMobile.

The average transaction size is usually quite low in India — mobile phone top up for example is about $1.00. A domestic remittance is about $50. And our fee on each transaction is usually small as well. Over time, we assess which retailers are going to be the most productive and then capitalize on those high performing relationships. The key to our success is driving increasingly higher levels of small transactions processed at the lowest possible cost.

One of our key operating metrics is processing volume, which is further defined by the amount of actual tendered currency processed through our network. We can grow our processing volume by increasing the number of services offered on our network, by increasing the number of retailers enabled with our service, and by increasing the inventory turn of cash through our network.

We work with a number of banks and payment processors to increase our merchant service offerings, and will continue to expand our number of partners in order to provide more value to consumer’s daily lives. Our retailer growth is directly attributable to our organic sales efforts through our sales team; at the same time, we also grow our number of merchants by signing up existing organizations or cooperatives to our service. The velocity of money within our network increases through two key factors: increasing the number of deposits collected from our retailers on a daily basis, and by our retailers offering a diverse and profitable mix of cash-in and cash-out services from our merchant partners.

Our Proprietary Payment System Technology

MoneyOnMobile’s unique technological advantage is having a proprietary system designed to have the lowest possible cost of transaction processing. We drive the cost of processing a single transaction as low as possible which, in turn, means we can handle small value payments. Our cost to process those small transactions is far lower than other companies active in our market who have built their systems on legacy bank accounts and card-based systems.

Our model is based on “Open Banking”, which is the use of APIs and other means to connect digitally with our third party merchants (e.g. additional utility providers and banks) . Using our proprietary system, we don’t need the so-called “card rails” or physical cards and the point of sale terminals that go with them to provide our cash-in services. We use technology that is already in the hands of our retailers — the cell phone and the SMS communication system. This long-term structural cost advantage is key to our place in the market. By dropping the cost of digital transactions to the lowest possible amount, our system represents a structural shift in the cost-basis of handling small amounts of money.

MoneyOnMobile’s system now enables the vital everyday transactions Indian consumers need to execute, thereby making for more of a one-stop shopping type outcome. The consumer can visit one of our enabled retailers to perform a variety of transactions from our extensive menu of over 55 products and services. Some of the more popular products are domestic money transfer, cash-out services using our MOM ATM, and payments for bills such as electricity and mobile operators. Our platform also enables

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consumers to buy air, train, or bus tickets through our travel product family, buy goods online using our MOM CART, or even purchase insurance for their two-wheel motor bike or scooter. As an example of the potential scalability of our payment system, there are 150 million such two wheel vehicles in India and the insurance market value is $1 billion annually.

How a MoneyOnMobile Transaction Works

First, our retailer joins the MoneyOnMobile system by making a cash deposit with us and becomes trained on our system. We keep a ledger balance of the deposit. Now the retailer is ready to transact using any of our entry level products and services (some services require additional KYC to be performed on the retailer). Next, the consumer visits a MoneyOnMobile enabled retailer with a need to transact — perhaps paying a utility bill. The consumer hands cash to the retailer who then issues a command to our platform via SMS text messaging, mobile app, or desktop to move funds from his digital balance to the consumer’s bill payment destination — in this case, the consumer’s utility provider.

MoneyOnMobile processes the transaction between the consumer, retailer, and utility provider, and then delivers an SMS text receipt to the consumer to document the digital transaction. When the retailer processes enough transactions to use up his digital balance, he makes another cash deposit to his account, starting the cycle all over again. This is how we digitize cash for financial transactions — over 9 million times each month on average — all without any risk of default or non-payment by the retailer.

Short Term Strategic Goals and Objectives

Our focus for growth in the short term is to deepen retailer engagement and productivity. To accomplish these goals, we are expanding the number of products and services our retailers can use which, in turn, allows them to capture a larger share of consumers monthly spend. The objective is to increase the number of transactions per retailer per month, and therefore revenue per retailer, all while keeping costs low. Expanding our product mix also has the impact of increasing retailer loyalty to our platform, making it more likely they will continue to use our proprietary MoneyOnMobile digital payments platform. The constant engagement of retailer and consumer is critical to our long-term success.

Specifically, we will be expanding the number of retailers who can perform cash-out transactions via one of our MOM ATM products currently deployed in the market. Since its launch in 2017, we have continued to see growing demand and have experienced strong revenue growth from our existing MOM ATM deployments. Our MOM ATM expansion strategy will include an emphasis on new cash-out services, to further diversify and grow our revenue base.

Our Products

Our core products can be broken down into two primary categories: cash-in transactions and cash-out transactions. Within the cash-in product category, we perform cash collection services for a wide range of companies including mobile operators, satellite TV providers, utility companies, e-commerce companies, insurance companies and banks. In addition to these services, we originate domestic remittance transactions, which is the sending of money from one consumer within India to another consumer. Within the cash-out product category, we enable consumers to withdraw cash from their bank accounts. We also allow consumers to access their bank account balance for making purchases at any MoneyOnMobile retail shop.

The MOM ATM

The MOM ATM is a small, hand-held, card-swipe device that connects to a smartphone using simple and common wireless technology. A retailer enabled with a MOM ATM becomes a human-based cash-out point for anyone with a bank account. This service has proved popular in regions where consumers have a bank account but do not have a nearby bank branch or ATM. If you compare India’s ATM to population density to that of the US or Europe, India needs an additional 2 million ATMs. To understand the revenue impact of these devices, we conducted an eight-month study which compared MOM ATM stores vs. non-MOM ATM enabled stores. The findings revealed that net revenue generated for the company from enabled retailers grew an average of 172% when comparing to the month prior to taking on a MOM ATM to the first full month of having the MOM ATM.

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The reason for this significant impact is because of the way retail stores operate in India. They are heavily driven by cash in their drawers. They need some cash to operate, but when they get too much, they need to deposit that cash in the bank. Trips to the bank can be very time consuming, leaving them away from their stores for lengthy periods of time. Additionally, the banks are not open during all business hours. By turning these stores into mini-ATMs, the devices help these retailers monetize the cash in their till by processing cash-out transactions for people who need cash, and taking in more cash for domestic remittance and bill payment.

All of this has enabled and encouraged the retailer to use the MoneyOnMobile platform as much as possible and for as many different types of transactions as possible for both the cash in and out process. We saw proof of that maximizing in the study, which found retailers who had the MOM ATM increasing their processing volumes and transaction counts across all the transaction categories they offer, including prepaid mobile top up, bill payment, and domestic remittances.

Recent Developments: New Products Launched

MOM CART

In September 2017, we announced an agreement with ShopClues, one of India’s largest e-commerce marketplaces, to enable the in-store purchase of ShopClues products using the MoneyOnMobile platform at any of MoneyOnMobile’s participating retailers. Now with our new “MOM CART” service, our retailers have access to the entire product inventory from an online product catalog and thus are no longer limited by the size of their shop.

Customers who visit one of our enabled retailers will order from ShopClues, pay for their goods, and have them delivered to their home or the retailer. Based on recent industry data, the e-commerce market in India is expected to triple in size in three years from $38 billion in 2017 to $119 billion in 2020. This latest enhancement to the MoneyOnMobile platform ensures that anyone in India can shop online, and pay with cash. This agreement opens access to the growing e-commerce market for the unbanked and the underbanked in India.

Two Wheeler Insurance

As of October 2017, MoneyOnMobile will serve as a payment collector for insurance providers offering two-wheeler insurance. While the government of India has mandated liability insurance for all motor vehicles, recent research shows that only approximately 40% of vehicles have complied and are insured, leaving a large market of uninsured vehicles. Our retailers will also be able to process the consumer’s annual renewal payment.

MOM Capital

Our MOM Capital product is a loan service which provides working capital support to our retailers. Typical loan amounts will range from $500 to $5,000. MoneyOnMobile earns a commission based on the loan amount, and our platform is used to disperse the funds as well as to collect the loan repayment premiums. The loan risk itself is assumed by a third party provider, not MoneyOnMobile. We send this third party provider the retailer’s financial profile to assess the retailer’s credit worthiness, and the third party makes a determination as to loan terms.

The MOM Capital product is a good example of our ability to handle small value payments cost effectively. The bottom quartile of these loans only has regular loan repayments amounts of just few dollars. It is it not cost effective for another loan provider to reach these retailers without MoneyOnMobile. Additionally, without MoneyOnMobile, the loan provider would not have access to the retailer’s transactional data used as part of their loan assessment.

Bank of India/Additional MOM ATMs

Our primary area of focus for 2018 is to diversify our MOM ATM product line by bringing on another provider of the MOM ATM units and who will assist with the processing of those transactions. In January of 2018, we took the first step in that diversification when we signed an agreement with Bank of India that calls for the initial deployment of an additional 3,000 MOM ATM units with more to follow.

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The Bank of India is a commercial bank with 5,100 branches and one of India’s longest serving and largest banking institutions. The Bank of India will now be our second bank for processing MOM ATM transactions, which adds diversity and strengthens our product line. The unit itself has been updated with a new user-friendly design, and our sales focus for getting these units into stores will be to target stores likely to have high numbers of card purchase transactions as well as cash-out demand.

Aadhaar Enabled Payment System

We are currently in plans to roll out a biometric-based MOM ATM to allow consumers without a debit card to use our cash-out solution. This fingerprint scanner works using the Aadhaar Enabled Payment System, which is part of the India Stack. Aadhar is a 12-digit unique identifier issued to all Indians. As part of this ID program, the consumer’s ten fingerprints are linked to each individual’s number. It is similar to a social security number in the US. Over 1.19 billion people have been enrolled to date, which is almost 99% of the country. A benefit of this ID is that it allows people to link their bank accounts, mobile phones, and other services to this unique identifier.

Our target for this product is the uncarded and underbanked consumer and the retailers who serve them. Since the system integrates with the India Stack, the open banking system in India, we can use this fingerprint scanner to identify people and authorize their use of funds. For some people, this is the only method of accessing their bank account. What is also exciting about this product is that it permits cash-out withdrawals up to five times larger than our current MOM ATMs. When consumers have been logged into the system via this method, it enables them to send larger domestic money transfers, and will be a key component for us to eventually process inbound international remittance in future.

Competition

Much of the payment activity in India has been focused on consumers who are fully banked, meaning people who have a bank account, they have funds in the account, and have access to banking infrastructure such as a nearby bank branch or ATM. These services function as a front-end for purely digital payments, similar to credit and debit cards. Services like PayTM, MobiKwik and Google Tez fall into this category.

MoneyOnMobile, on the other hand, focuses on providing digital payment processing services to small retailers to help them start, maintain and grow their businesses. Our target segment of retailers primarily service the underbanked segment of the consumer population. There are 14,000,000 of these retailers across the country. The consumers of these retailers predominately transact in cash. If these customers have a bank account, their general behavior is to withdraw the funds from these accounts as cash to perform their daily purchases.

Our three primary services provide essential payment solutions for this retailer segment. The first, domestic money transfer, allows retailers to accept cash from their customers and digitally send this cash to any bank account in the country. The second, bill payment, allows consumers to pay their utility bills, top up their prepaid phone, buy travel tickets, etc. Again consumers pay the retailer in cash and the retailer, through the MoneyOnMobile service, digitize this cash and send it to the biller. The third, MOM ATM, allows consumers who have funds in a bank account to access these funds. It is similar in concept to when you use your debit card at the grocery story to pay for your food and the person working the register asks if you would like cash back. This service allows the consumer access to the funds stored in their bank account and allows the retailer to earn a commission off of the cash in their till.

The primary competition of MoneyOnMobile in the market is inertia. In Domestic Remittance, this means consumer continuing to use the informal and unregulated methods of sending funds to another person. For Utility Bills, this means consumers taking time off work, paying to take transportation to a bill payment center and paying their bills there. For the MOM ATM, it is consumers traveling to the closest bank branch or ATM and standing in line to access their funds.

Companies servicing this same retailer segment and who have a nationwide-footprint include Oxigen, EbixCash (formerly known as ItzCash), and Airtel Money. The primary difference between MoneyOnMobile and these services is focus. While these companies do have retailer-oriented services similar to ours, it is not their sole focus. Each of them provides direct consumer services, which puts them into direct competition with the banks. MoneyOnMobile’s focus on the retailer prevents conflict of interest

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with our key banking partners. It also puts them in direct competition with Google’s Tez, PayTM, Facebook’s WhatsApp, and MobiKwik, all of whom have substantially greater financial, technological, research and development, marketing and personnel resources.

Government Regulation

The industry in which we operate is subject to extensive governmental laws and regulations in the United States and India. There are numerous laws and regulations restricting the purchase, sale, and sharing of personal information about consumers, many of which are new and continue to evolve; accordingly, it is difficult to determine whether and how existing and proposed privacy laws may apply to our businesses in the future. Also, there are numerous consumer statutes and regulations, including the Gramm-Leach-Bliley Act, regarding the possession of consumer-level data with which we must comply. Furthermore, government regulations can change with little to no notice and may result in increased regulation of our product(s), resulting in a greater regulatory burden for us.

Payment system operators in India are subject to the Indian Payments and Settlement Systems Act (PASA) 2007 and operate under the authority and board oversight of the Reserve Bank of India (“RBI”). MoneyOnMobile is a semi closed payment instrument with a Prepaid Payment Instruments (PPI) license, which is up from renewal in October 2018. In the licensing period, the RBI reviews the licensee’s operations, systems, and processes and has the authority to revoke a license at any time should operations not continue to meet RBI standards, primarily those relating to the custody of, and accountability for, consumer funds.

Employees

As of May 9th 2018, the Company employed eight employees from its executive offices located in Dallas, Texas. During the year, we utilized independent consultants to assist with certain accounting, financial reporting, and administrative matters. DPPL and MMPL combined employed approximately 300 hundred full and part-time employees. The Company and our affiliates have no employment or collective bargaining agreements and we believe our employee and independent contractor relationships are satisfactory.

Description of Properties

Our corporate offices are currently located at 500 N. Akard Street, Suite 2850, Dallas, Texas 75201. Our India headquarters are located at the MoM House located at 61 Ramchandra Lane, Kanchpada, Mumbai, India 400064.

Intellectual Property

Among the assets acquired and comprising MoneyOnMobile are proprietary software products, trademarks, trade names, Reserve Bank of India license and other intellectual property together with the related patent and copyright filings and documents protecting such property.

Reverse Stock Split

On April 24, 2018, MoneyOnMobile, Inc. effected a 1-for-20 reverse split of its outstanding common stock. All share and per share amounts, including number of warrants and stock options, in this Registration Statement have been retroactively adjusted to retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

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holder of the new note shall have the right, at his option, to convert all or a part of the outstanding Loan into that number of shares of the Company’s common stock equal to the result of dividing the Loan, and any accrued and unpaid Interest thereon, by $5, subject to adjustment. Upon an event of default as described in this new promissory note, the Company shall be liable for a late fee of 5% of the unpaid portion of the amount then due.

On April 20, 2018, the Company filed a certificate of amendment with the Texas Secretary of State to effect a 1-for-20 reverse stock split with an effective date of April 24, 2018 (the “Effective Time”). At the Effective Time, each 20 shares of the Company’s common stock issued and outstanding were converted and reclassified into 1 share of the Company’s common stock. No fractional shares of the Company’s common stock were issued in connection with this reverse stock split. Shareholders who would otherwise be entitled to a fractional share will instead receive a new certificate rounding up their fractional share to the next nearest full share. Upon the commencement of trading on April 25, 2018, the Company’s symbol on the OTCQB marketplace changed to “MOMTD” for a period of 20 business days, after which the “D” will be removed from the Company's trading symbol, which will revert to the original symbol of  “MOMT”. In connection with the reverse stock split, the CUSIP number for the common stock has been changed to 60937K206.

RESULTS OF OPERATIONS

The following analysis of the results of operations for the (i) three and nine months ended December 31, 2017 and 2016; and, (ii) fiscal years ended March 31, 2017 and 2016 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this prospectus. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements because of a number of factors. An investment in our common stock involves a high degree of risk. Readers of this prospectus should carefully consider the risks set forth in the Risk Factors section of this prospectus. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” or similar expressions, variations of those terms or the negative of those terms to identify forward-looking statements. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

For the three months ended December 31, 2017 as compared to the three months ended December 31, 2016

Revenues in 2017 were higher than in 2016 by $1.9 million or 193.0% due to increases in monthly customer base and higher volume of usage by existing consumers. The primary reason for the increase was growth in domestic remittance and MOM ATM products and services. The Company launched its MOM ATM product in January 2017 and has seen increases in units sold and daily transactions. Additionally, gross profit percentage decreased slightly to 53.5% in 2017 compared to 59.4% in 2016. General and administrative costs increased by $1.1 million or 34.8% compared to 2016 due to higher interest expense and employee incentives for stock options.

Additionally, the Company incurred interest expenses of  $2.3 million and $0.4 million in 2017 and 2016, respectively. Net losses attributable to MoneyOnMobile, Inc. shareholders were approximately $(3.9) million, or $(0.05) per share in 2017 compared to $(2.4) million, or $(0.04) per share in 2016.

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For the nine months ended December 31, 2017 as compared to the nine months ended December 31, 2016

Revenues in 2017 were higher than in 2016 by $2.6 million or 74.7% due to increases in monthly customer base and higher volume of usage by existing consumers. The primary reason for the increase was growth in domestic remittance and MOM ATM products and services. The Company launched its MOM ATM product in January 2017 and has seen month over month increases in units sold and daily transactions. Additionally, gross profit percentage decreased slightly to 54.1% in 2017 compared to 55.1% in 2016. General and administrative costs increased by $2.7 million or 31.1% compared to 2016 due to higher interest expense and employee incentives for stock options.

Additionally, the Company incurred interest expenses of  $3.5 million and $1.3 million in 2017 and 2016, respectively. Net losses attributable to MoneyOnMobile, Inc. shareholders were approximately $(9.2) million, or $(2.61) per share in 2017 compared to $(5.9) million, or $(2.17) per share in 2016.

For Fiscal Year ending March 31, 2017 as compared to Fiscal Year ending March 31, 2016

Revenues in 2017 were lower than in 2016 by $(2.0) million or (32.3)% due to decreases in monthly customer base and lower volume of usage by existing consumers as a result of the India governments demonetization policy initiated in early November 2016. Gross profit percentage was 55.9% in 2017 compared to 46.1% in 2016. General and administrative costs decreased by $(3.5) million or (20.0)% compared to 2016 due to lower fund raising costs and cost saving strategies implemented during the current fiscal year.

Also, in 2017 the Company incurred a $(1.6) million impairment loss on goodwill. There was no goodwill impairment loss in 2016. The impairment loss was related to the decline in our Revenues, net for the fiscal year ended March 31, 2017.

Additionally, the Company incurred interest and financing costs of  $1.7 million and $3.0 million in 2017 and 2016, respectively. Net losses attributable to MoneyOnMobile, Inc. shareholders were approximately $(10.0) million, or $(3.59) per share in 2017 compared to $(16.0) million, or $(6.78) per share in 2016. Due to net losses, the Company had no current U.S. federal tax provision in either 2017 or 2016 and deferred tax benefits of cumulative net operating losses and other temporary tax differences have been offset by valuation allowances. State income tax reports are assessments not offset by operating losses.

Liquidity and Capital Resources

Our source of liquidity is principally cash generated from operating activities supplemented as necessary on a short-term basis by various capital raising activities, including sales of our common stock in private placements and subordinated debt borrowings not restricted to specific investing activities. We continue to see significant growth potential in our MoneyOnMobile business segment and have increased our investment. To date we have successfully navigated the complexities of capital raising activities in order to fund these long-term investments. The following discussion highlights changes in our debt structure as well as our cash flow activities and the sources and uses of funds during the nine months ended December 31, 2017.

Our independent registered public accounting firm, in its report on our 2017 consolidated financial statements, raised substantial doubt about our ability to continue as a going concern. Our consolidated interim financial statements as of and for the nine months ended December 31, 2017 do not contain any adjustments for this uncertainty. In response to our cash needs, we raised the following funding as described below. Any additional amounts raised will be used for our future investing and operating cash flow needs. However, there can be no assurance that we will be successful in raising additional amounts of financing.

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Recent Financing Activities :

As of December 31, 2017, our liquidity was $4.7 million, comprised of cash and cash equivalents. Our primary ongoing liquidity requirements are to finance working capital, debt service and subsidiary common stock purchase commitments. The company faces large debt repayments in the near-term and is contemplating numerous strategies to meet is debt obligations as they come due.

Subsequent to December 31, 2017, the Company raised $2 million from investors for 2,195 shares of the Company’s Series F Preferred Stock and raised approximately $5.0 million in exchange for 1,666 shares of the Company’s Series H Preferred Stock and warrants to purchase 166,600 shares of the Company’s common stock at an exercise price of  $10.00 per share. Additionally, subsequent to December 31, 2017, the Company paid MOM HALL, LLC $0.9 million to settle fully its debt obligation. After payment was made, the Company took possession of the shares of DPPL previously held in escrow by MOM HALL, LLC.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Inflation

Inflation and changing prices have had no material effect on our net sales and revenues or on our income from continuing operations over our two most recent fiscal years.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to the fair market value of our assets and accrued stock-based compensation expense. We base our estimates on historical experience, known trends, and events and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. In making estimates and judgments, management employs critical accounting policies.

For a description of our critical accounting policies, please see Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended March 31, 2017. There have not been any material changes to our critical accounting policies since March 31, 2017.

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See Notes to Unaudited Condensed Consolidated Financial Statements.

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