Quest Resource Holding Corp - Annual Report: 2012 (Form 10-K)

youchange.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended June 30, 2012
	or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number 333-152959

YouChange Holdings Corp

(Exact name of registrant as defined in its charter)

Nevada	51-0665952
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

2209 West 1st Street, Suite A113	85281
Tempe, Arizona	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code:

866-712-9273

Securities registered pursuant to Section 12(b) of the Act:

None

(Title of Class)

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

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

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

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

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

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

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

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

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

The approximate aggregate market value of the voting stock held by non-affiliates of the Registrant as of December 31, 2011 was $17.0 million based on the closing price of the Registrant’s Common Shares as quoted on the OTCBB as of that date.

The number of Common Shares of the Registrant outstanding as of September 30, 2012 was 43,213,672.

DOCUMENTS INCORPORATED BY REFERENCE - None

INDEX TO FORM 10-K

FOR THE YEAR ENDED JUNE 30, 2012

PART I
Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	17
Item 4.	Mine Safety Disclosures	17

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18
Item 6.	Selected Financial Data	19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 8.	Financial Statements and Supplementary Data	29
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	29
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	29

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11.	Executive Compensation	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	33
Item 13.	Certain Relationships and Related Transactions, and Director Independence	34
Item 14.	Principal Accounting Fees and Services	34

PART IV
Item 15.	Exhibits, Financial Statement Schedules	36

PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains certain “forward-looking statements,” which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation, and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new initiatives; expectations regarding planned operations; statements concerning projections, predictions, expectations, estimates, or forecasts as to our business, financial and operational results, and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Forward-looking statements speak only as of the date the statements are made. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those described in “Risk Factors” in Part I, Item 1A of this Annual Report. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

Item 1. Business

Overview

Youchange, Inc. was incorporated in the state of Arizona on August 22, 2008. We were organized as a software and services venture in the Green Technology (“GreenTech”) sector to develop a leading social movement to focus on the elimination of electronic waste (“eWaste”) in the United States, which includes any used, obsolete end-of-life consumer electronics and computer devices. The GreenTech sector is a recognized business sector also known as Environmental Technology or “Envirotech”. Companies in this sector apply environmental science in an effort to help conserve the environment and choose business approaches that are environmentally and economically sustainable.

On March 30, 2010, Youchange, Inc. and BlueStar Financial Group, Inc. (“BSFG”), a Nevada corporation and publicly traded shell company at such time, completed a merger transaction (referred to as the “reverse merger” throughout this filing), which is described in further detail below, and resulted in Youchange, Inc. shareholders obtaining control of BSFG. The surviving publicly traded entity following the reverse merger transaction changed its name to “YouChange Holdings Corp” during May 2010. The terms “youchange”, “we”, “us”, “our” or the “Company” refer to YouChange Holdings Corp and its consolidated subsidiary, Youchange, Inc., following the date of the merger transaction, and to Youchange, Inc. prior to the date of the reverse merger transaction. Our fiscal year end is June 30.

For accounting purposes, Youchange, Inc. is the acquirer in the reverse merger transaction, and consequently the assets and liabilities and the historical operations reflected in the consolidated financial statements are those of Youchange, Inc. and are recorded at the historical cost basis of Youchange, Inc. All shares and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of Youchange.

We were organized as a software and services venture in the Green Technology (“GreenTech”) sector to develop a leading social movement to focus on the elimination of electronic waste (“eWaste”) in the United States, which includes any used, obsolete end-of-life consumer electronics and computer devices. The GreenTech sector is a recognized business sector also known as Environmental Technology or “Envirotech”. Companies in this sector apply environmental science in an effort to help conserve the environment and choose business approaches that are environmentally and economically sustainable.

The Company’s software includes a destination website, www.youchange.com, where users can join and refer friends to learn about the problem of electronic waste through content, blogs and forums. Site members are encouraged to take action through the turn-over and sale of their end-of-life, used or obsolete electronics, which reduces the risk of adding to the waste stream. Members access the youchange calculator and offer database through www.youchange.com and by answering a series of questions, may receive a real-time cash and/or reward points offer. Initially, reward points collected by members may be used to exchange for other items in the “Shop Green” area of the youchange.com website, which is an online marketplace where points can be exchanged for product. Members may send their items to us, or drop-off their items at our offices. In addition to the youchange.com website, users can join and learn about local events and electronic collection drives through youchange Facebook, Twitter and Linked-In social media pages.

We plan to collect used electronics through:

(i)	Offers made to members through our website, which is discussed above.

(ii)	Using already existing retailers or businesses as drop-off locations for used electronics. We plan to develop strategic alliances with retailers, electronic refurbishment centers and recyclers that may partner with youchange. By listing retailers as drop-off locations on our website, we will encourage our members to visit these locations and thus, would expect an increase in foot traffic for those locations. If members drop-off items rather than use our prepaid shipping mechanism, we expect to obtain these items at a lower cost. We are in discussions with Phoenix locations of a national car dealership, a major university, and several local charities and other organizations. We currently have drop-off agreements with a local computer repair store chain, Red Seven, the Phoenix location of the national Childhelp charity, and one of our recycling partners, E-Waste Harvesters Inc.

(iii)	Collecting used electronics through Company initiated collection events. Local electronic collection events play an important part of the youchange strategy and are done in partnership with local sports teams, businesses, schools and charity groups. We have developed a collection event and brand awareness model built around employees of third party companies bringing their excess electronics to work on designated days. We have piloted these events over the past few months in the Phoenix, Arizona area. A second component of this collection event and brand awareness model is to partner with local sports teams to host pre-game collection and brand awareness events. A third component of this model, which was launched in April 2011, is a new program we refer to as GREEN Ambassadors and GREEN Leaders, where members of the youchange community host collection events at various business or charity locations. As with retail and business permanent drop-off locations, if members drop-off their items rather than use our prepaid shipping mechanism, we expect to obtain these items at a lower cost.

	The GREEN Leaders program was piloted at two Phoenix private elementary schools and is expected to be expanded to public and private high schools and colleges. We have several school districts piloting the program this fall in Arizona, including schools in Tempe and Phoenix. The GREEN Ambassadors program is expected to be piloted in a retirement community and we are in discussions with a local umbrella charity organization to allow its members to become GREEN Ambassadors.

Youchange is developing an electronic Tracking System (“eTS”) to provide asset receiving, refurbishment and disposal recycling tracking through the complete handling cycle of all electronics collected. In addition, the website and the eTS are expected to allow business to business activity. Businesses can dispose of excess electronics in bulk. The eTS is expected to extend past the website and electronic pricing and rewards calculator previously launched through youchange.com and is intended to be used by local retailers, electronic refurbishment centers and recyclers that may partner with youchange. Youchange intends on generating revenue through the refurbishment, resale (“reCommerce”) and recycling of the electronics collected, facilitating the sustainability objectives by extending the lifecycle of these items and keeping such items from the electronic waste stream. Once developed and launched, the youchange eTS is expected to become part of a system that will allow youchange to establish a reCommerce business without an investment in bricks and mortar by partnering with, and charging a management fee to, local retailers, electronic refurbishment centers and recyclers.

We intend on developing limited in-house refurbishment, focusing on sanitizing data, and plan to out-source recycling to responsible recyclers with certifications (either R2 or e-stewards industry certifications). We are currently meeting with a local recycling and refurbishing company to discuss a supplier relationship.

On May 21, 2012, YouChange, Earth911, Inc., a Delaware corporation (“Earth911”), and YouChange Merger Subsidiary Corp. (“YCMS”), a Delaware corporation and wholly owned subsidiary of YouChange formed for the sole purpose of completing the Merger (as defined below) with Earth911, entered into an Agreement and Plan of Merger (the “Merger Agreement”). As contemplated by the Merger Agreement, upon closing (i) YCMS will merge with and into Earth911 and the corporate existence of Earth911 will continue as the surviving entity and a wholly owned subsidiary of YouChange (the “Merger”); (ii) all issued and outstanding shares of capital stock of Earth911 will be exchanged for newly issued shares of YouChange’s Common Stock such that the former stockholders of Earth911 will own 85% of the issued and outstanding shares of YouChange’s Common Stock; (iii) the terms of each outstanding option and warrant to purchase shares of Earth911 Common Stock, will be converted into options and warrants, as the case may be, to acquire shares of YouChange’s Common Stock using the same ratio as the exchange of shares of Earth911 capital stock for shares of YouChange’s Common Stock; (iv) YouChange’s Amended and Restated Articles of Incorporation will be filed and become effective; (v) YouChange’s Bylaws will be amended and restated; and (vi) new directors will be appointed to the YouChange Board of Directors and a new chief executive officer, a new President, and a new Secretary of YouChange will be appointed.

The Merger Agreement requires YouChange to amend and restate its Articles of Incorporation (i) to change its name from YouChange Holdings Corp to Infinity Resources Holding Corp. (the “Name Change”); (ii) to increase the number of authorized shares of Common Stock from 60,000,000 to 100,000,000 and to authorize a total of 10,000,000 shares of Preferred Stock to be designated in series or classes and the number of each series or class, including the voting powers, designations, limitations, restrictions, and relative rights of each series or class of stock, as the YouChange Board of Directors shall determine in its sole discretion (the “Share Increase”); (iii) to provide for a recapitalization of YouChange in which each five shares of the issued and outstanding shares of YouChange’s Common Stock will be converted into one share of fully paid and nonassessable Common Stock of YouChange (a 1-for-5 reverse stock split) (the “Reverse Split”); and (iv) to divide the Board of Directors into three classes, as nearly equal in number as possible, designated Class I, Class II, and Class III with Class I directors initially serving until the 2013 meeting of stockholders, Class II directors initially serving until the 2014 meeting of stockholders, and Class III directors initially serving until the 2015 meeting of stockholders (the “Director Classes”) (collectively, the amendments to YouChange’s Articles of Incorporation for the Name Change, the Share Increase, the Reverse Split, and the Director Classes are known as the “Amendments”).

The shares of the Company’s Common Stock issued pursuant to the Merger Agreement will be issued to the Earth911 stockholders in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering and in reliance upon exemptions from registration under applicable state securities laws. This description is a summary only and is subject to the specific provisions of the Agreement, which is attached to this Report as Exhibit 2.4.

The Company has realized minimal revenues from its planned business purpose to the date of this filing and currently has limited operations. Accordingly, the Company is considered to be in the development stage. The Company has been in the development stage since its formation. The Company has devoted its efforts to business planning and development and has allocated a substantial portion of its time and investment in bringing its product to the market and raising capital. We anticipate that with the expansion of our schools program and the merger with Earth911, we will move beyond the development stage in early fiscal 2013.

We will require capital for key near-term milestones of our business, which we currently believe to include:

·	Acquiring or developing strategic relationships with recyclers and refurbishment centers in Phoenix, Arizona.

·	Expanding collection events that are hosted by local businesses, schools and sports teams.

·	Expanding the youchange “GREEN Ambassadors” program, which we expect will allow us to expand our collection events by recruiting “Ambassadors” to host events that benefit their organizations and collect electronics for youchange.

·	Replication of the Phoenix, Arizona youchange model in other cities in the United States once the model is proven in this market.

Our corporate offices are located at 2209 West 1st Street, Suite A113, Tempe, Arizona 85281. Our telephone number is 866-712-9273. We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other filings with the Securities and Exchange Commission (“SEC”). The public may read and copy any materials we file with the SEC at the SEC’s Office of Public Reference at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The internet address is www.sec.gov.

We make available, at no charge through our website address at www.youchange.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished with the SEC as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information on our website does not form a part of this annual report.

Backgroud of BSFG

BSFG was incorporated in the state of Nevada on July 12, 2002. BSFG had the principal business objective of working toward establishing “small ticket” equipment leases within a small niche of the equipment leasing market. BSFG intended to provide cost effective “small ticket item” leasing to small and middle market companies primarily within the hospitality, spa and resort communities. This business plan was never implemented and no significant business activities related thereto ever occurred. Since becoming incorporated, other than the reverse merger described below, BSFG did not make any significant purchases or sales of assets, nor did it engage in any mergers, acquisitions or consolidations.

After careful consideration it became clear there could be great benefit to the economic downturn resulting in the liquidation of non-performing leases and used equipment. It was further concluded that much of this excess equipment and used electronics from both small to middle market companies and individual consumers was classified as “eWaste” and presented a negative environmental impact. This problem was growing and very few viable solutions have made it to market leaving a substantial void in this highly visible and much anticipated “GreenTech” sector. It was decided that to fully take advantage and leverage this new market opportunity BSFG would need to expand the board and management team and begin an immediate search for a company with experience, relationships and leadership, focused in this newly defined sector of “GreenTech.” As discussed more fully below, BSFG was successful in locating and merging with Youchange, Inc., a company that had the desired attributes. The youchange management team will lead and execute this new direction that will focus on the eWaste challenge by launching the youchange.com website, software and services application that is expected to include paying and providing reward points to businesses and consumers for their used electronics, refurbishing and recycling through established and certified strategic partners and generating revenue from the sales and reCommerce of these products as well as management fees for proprietary data.

Neither BSFG nor Youchange, Inc. have ever declared bankruptcy, have ever been in receivership, nor been involved in any legal action or proceedings. Additional details about BSFG’s previous business plan are available in its Form 10-K for the year ended June 30, 2009 which is available at http://www.sec.gov.

Reverse Merger with BSFG

The Merger Agreement and the acquisition agreed to therein (referred to as the “reverse merger” throughout this filing), was closed on March 30, 2010. At the closing, Youchange, Inc. merged into Merger Sub, with Youchange, Inc. as the surviving entity. BSFG acquired all 7,183,197 of the issued and outstanding common shares of Youchange, Inc. from Youchange, Inc. shareholders in exchange for 21,549,591 shares of BSFG Common Stock. Youchange, Inc. shareholders received three shares of BSFG common stock for each share of Youchange, Inc. common stock. These figures included 2,049,591 shares of BSFG Common Stock issued to the former note holders of Youchange, Inc. whereby the $500,000 principal amount of secured convertible promissory notes plus accrued interest of $13,681 was converted into 683,197 shares of Youchange, Inc. common stock immediately prior to the reverse merger. There are no agreements among the former Youchange, Inc. shareholders regarding their holdings of our Common Stock. As a result of the reverse merger there are a total of 35,405,588 shares of our common stock issued and outstanding immediately following the transaction, of which the former Youchange, Inc. shareholders hold 61%.

Under provisions of the Merger Agreement, Paul Voorhees, a director of BSFG prior to the reverse merger, tendered his resignation and no successor has yet been appointed. The Pre-closing officers and directors of BSFG will be officers and directors of BSFG until their resignation or removal. The Pre-closing officers and directors of Youchange, Inc. have become the officers and directors of youchange until their resignation or removal. As of the date of this filing, our Board of Directors consists of Jeffrey I. Rassás, who is also our Chief Executive Officer, and Richard A. Papworth, who is also our Chief Financial Officer. At the time the Merger Agreement was executed, Mr. Rassás and Mr. Papworth were directors and officers of both BSFG and Youchange, Inc.

The acquisition of youchange under the Merger Agreement was intended to qualify as a tax deferred reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, and to be accounted for on a purchase basis. Jeffrey I. Rassás and Richard A. Papworth were directors and executive officers of BSFG prior to the reverse merger. Prior to the reverse merger, both men also held executive officer positions with Youchange, Inc. and Mr. Rassás was the sole director of Youchange, Inc. Mr. Rassás, indirectly through the Hayjour Family Limited Partnership, an Arizona limited partnership, and Mr. Papworth directly held shares of Youchange, Inc. common stock and received shares of the surviving company’s Common Stock as a result of the reverse merger.

The summary of the Merger Agreement set forth above does not purport to be a complete statement of the terms of the Merger Agreement. The summary is qualified in its entirety by reference to the full text of the Merger Agreement which was filed as an Exhibit to Form 8-K filed March 22, 2010 and incorporated herein by reference.

Background of Earth911

Earth911 provides businesses with management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their business and provides consumers and consumer product companies with information and instructions necessary to empower them to recycle or properly dispose of household products and packaging. Earth911’s comprehensive reuse, recycling, and proper disposal management programs are designed to enable regional and national companies, hospital systems, and universities to have a single point of contact for managing a variety of waste streams and recyclables. Earth911’s directory of local recycling and proper disposal options empowers consumers directly and enables consumer product companies to empower their customers by giving them the guidance necessary for the proper recycling or disposal of a wide range of household products and materials, including the “why, where, and how” of recycling.

Earth911 believes it offers innovative, cost-effective, one-stop management programs for the reuse, recycling, and proper disposal of a wide variety of recyclables and disposals that provide regional and national customers with a single point of contact for managing these materials. Earth911’s services are designed to enable its business customers to capture the commodity value of their waste streams and recyclables, reduce their disposal costs, enhance their management of environmental risks, enhance their legal and regulatory compliance, and create national sustainability initiatives while maximizing the efficiency of their assets. Earth911’s services currently focus on the waste streams and recyclables from the fleet, manufacturing, hospital, retailer, and commercial property industries. Earth911 currently concentrates on programs for motor oil and automotive recycling, scrap tire recycling, grease and cooking oil recycling, meat rendering, organics recycling, hazardous and non-hazardous waste, regulated medical waste, construction debris, glass, cardboard, paper, metal, solid waste, and general sustainable.

Utilizing what Earth911 believes is the nation’s most complete directory of local recycling and proper disposal options for almost every household product and material, Earth911 empowers consumers by providing them with complete information and instructions about the recycling and disposal of a wide range of household products and materials; offers advertisers the opportunity to target a zero-waste lifestyle audience concerned about sustainability, recycling, and environmentally appropriate disposal; and enables product manufacturers to determine recycling availability for substantiating recycling claims and product design. Consumers can access Earth911’s directory and instructions for any zip code in the United States through multiple platforms, including the Earth911 website, the iRecycle mobile application for smartphones and tablets, traditional phone lines, social media, branded recycling locators on client platforms and applications, in addition to engaging with Earth911’s content and media on leading social platforms such as Facebook and Twitter.

Earth911 was converted from a Delaware limited liability company to a Delaware corporation in July 2010, at which time it changed its name from Infinity Resources, LLC to Earth911, Inc. Earth911 currently owns 100% of Global Alerts, LLC (“Global Alerts”), and 50% of Quest Recycling Services, LLC (“Quest”), through which Earth911 conducts its recycling management business. Global Alerts purchased its assets, including the assets of its Earth911 and Pets911 divisions, from a third party in a bankruptcy proceeding in June 2006. In October 2009, Global Alerts sold substantially all of the assets of its Pets911 division to a third party and distributed the consideration from the sale of the Pets911 division to the persons who were members of Earth911 upon closing of the sale. Certain members of Infinity Resources, LLC acquired a 50% interest in Quest in September 2008. In March 2009, as part of a restructuring transaction that resulted in Infinity Resources, LLC becoming the parent entity for Global Alerts and the owner of 50% of Quest, the members of Infinity Resources, LLC owning a 50% interest in Quest contributed their equity interests in Quest in return for Class A Units issued by Infinity Resources, LLC.

Market Opportunity and Business Strategy

All statistics in this section are taken from the Environmental Protection Agency’s website. In the U.S., an estimated 70% of heavy metals in landfills are derived from discarded electronics. Approximately 3.2 million tons of eWaste are dumped into landfills annually. The average lifespan of computers in developed countries has dropped from six years in 1997 to just two years in 2007. By 2014, there are expected to be two billion new computers in use. Mobile phones have a lifecycle of 18 months in developed countries. As of the date of this filing, it is estimated that over 600 million mobile phones are sold worldwide every year. The U.S. National Safety Council estimates that 75% of all personal computers sold since creation of the market are now gathering dust as surplus electronics.

Like virgin material mining and extraction, recycling of materials from electronic scrap is sustaining value. The material composition of personal computers is 26% silica and glass, 23% plastics, 20% ferrous metals, 14% aluminum and 17% heavy metals such as lead, copper, zinc, mercury and cadmium. Up to 38 separate chemical elements are incorporated into electronic waste items that can all be recycled back into new products. In addition to keeping hazardous elements from contaminating soil and water systems, we plan to ensure that proper recycled valuable metals, plastics and glass are returned to the commodity stream for reuse. Even the crude oil in plastics would be recycled, because the plastics already have the appropriate chemical mixture for electronic devices, which reduces the impact on the source.

We are working to build youchange into both an online interactive media site popularized through the strategic integration of the youchange platform into environmental sustainability informational websites both to monetize and aggregate the existing web traffic, as well as a bricks and mortar business with a company owned electronic refurbishment center. We plan to drive consumers to the youchange website through interaction with the Company’s retail partners, online media pro social campaigns, eWaste recycling drives, online videos, search engine optimization and leading environmental services sites. Once landed at the site, www.youchange.com, consumers will undergo a registration process and optional participation in the Company’s social networking pages on facebook and twitter and enter their initial electronic items into the youchange platform calculator. Cash through PayPal, check or gift card and/or reward points are expected to be conveyed for each registered electronic item. Shipping labels with integrated bar codes tracking the specific order are expected to be generated for the customer to facilitate transfer of the items to the refurbishment center. The youchange model incorporates drop off locations at retail chains, business and local collections events with charities and schools to promote convenience and present a mechanism for reward redemption. Through its planned reverse logistics network, electronic devices will be transported via established shipping networks to either a youchange refurbishment center or an electronic waste processing center for end-of-life items. Refurbished items will enter the reCommerce silo and will be subsequently re-circulated into the marketplace through youchange’s direct sales module and member rewards redemption or through another affiliate site such as ebay.

Our growth strategy includes:

·	Acquiring, opening and/or strategically partnering with additional refurbishment centers;

·	Expanding business-to-business sales and product acquisitions;

·	Leveraging existing management relationships to launch national retailer partnerships for membership expansion and collection of electronics;

·	Leveraging existing management relationships to launch national media pro-social campaigns targeting eWaste and electronic recycling;

·	Launching a geo-targeted electronic waste collection campaign to increase market and media awareness including local collections events done in partnership with charities and schools; and

·	Introducing a consumer loyalty rewards program.

With the need to provide accurate pricing for used items, the Company has entered into a partnership with a recognized industry resource for determining used market values for a myriad of items including professional electronics, audio equipment, musical instruments, cameras, guns, car stereos, copiers, power tools and video games.

The Company is currently negotiating with several leading online environmental resource websites focused on recycling and reuse to create primary awareness of the youchange eWaste platform for users searching to recycle electronics.

The Company is also in discussions with electronic recyclers to create its network of certified recycling processing companies.

Competition

The market for refurbishment and recycling of electronics is highly competitive. There are a few new companies in this area of reCommerce. We believe the principal competitive factors in the electronics reCommerce business include name recognition, price, product knowledge, reputation, timely delivery, ease in product processing and drop-off and customer service. Quality and product availability are key to success in this industry. Competitors include Gazelle.com, BuyMyTronics.com, CeXchange.com, flipswap.com and YouRenew.com.

Intellectual Property

Youchange is currently developing the software for its proprietary Enterprise Management Software as a Service platform. Youchange is also developing mobile applications for the iphone, android phones, and blackberries. In addition, we are developing a youchange product to allow customers to receive offer prices on other company’s websites. We are planning to pilot this on a local computer manufacturer’s website so that the Company’s customers can sell their electronics when purchasing new computers. We also intend, subject to available funds among other factors, to pursue not only the development of additional intellectual properties but also its proactive acquisition when we identify opportunities to strengthen our proprietary position.

Government Regulation

Our operations are in material compliance with applicable environmental laws and regulations. Our business plan to enter the GreenTech and eWaste sectors for the collection, refurbishment (to factory condition) and reCommerce of otherwise obsolete electronic devices may require governmental approvals for the recycling process of electronics containing certain eWaste and periodic governmental reviews of our ongoing operations for disposition of obsolete electronic devices through these recycling centers. The time for such regulatory reviews is not clearly known at this time. If we are unable to meet the regulatory requirements for establishing these recycling facilities or, on an ongoing basis, meet the regulatory requirements for continued operations, we will not be able to continue offering recycling services and will not generate revenues for the recycled materials. Even if we receive such regulatory approval, such approval may impose limitations on the indicated uses for which we may market our recycling services, which may limit our ability to generate significant revenues on recycled products and services. Moreover, it is possible that other developments, such as increasingly strict environmental laws and regulations and enforcement policies, and claims for damages to property or persons resulting from our operations, could result in substantial costs and liabilities to us. We currently believe that changes in environmental laws and regulations will not have a material adverse effect on our financial position, results of operations or cash flows in the near term.

Employees

As of August 31, 2012, we employed 8 individuals. Our employees are not part of a union and we believe that relations with our employees are good.

Item 1A. Risk Factors

Risks Related to our Financial Results

We have limited cash resources, an accumulated deficit, are not currently profitable and expect to incur significant expenses in the near future.

As of June 30, 2012, we had a working capital deficit of approximately $195,000. We have incurred a substantial net loss for the period from our inception on August 22, 2008 to June 30, 2012, and are currently experiencing negative cash flow. We expect to continue to experience negative cash flow and operating losses through calendar year 2012 and possibly thereafter. As a result, we will need to generate significant revenues to achieve profitability.

We may fail to become and remain profitable or we may be unable to fund our continuing losses, in which case our business may fail.

We are focused on product development and have generated minimal revenue to date. We do not believe we will begin earning more than minimal revenues from operations until fiscal 2013 as we transition from a development stage company and close our merger with Earth911. We have incurred operating losses since our inception. Our net loss for the fiscal years ended June 30, 2012 and 2011 and the period from August 22, 2008 (inception) to June 30, 2012 was $1,912,705, $755,275 and $3,735,140, respectively. As of June 30, 2012, we had a deficit accumulated during the development stage of $3,735,140.

We will be required to raise additional capital to fund our operations. If we cannot raise needed additional capital in the future, we will be required to cease operations.

Based on our current plans, we believe our existing financial resources, and interest earned thereon, will not be sufficient to meet our operating expenses and capital requirements. We will need additional capital within the next 90 days to sustain our operations in the near term and estimate that we will require approximately $1.0 million over the next 12 months in order to finance the development of our business plan and fund operating expenses. We plan to seek such additional funding through private placement offerings of our securities.

You should be aware that in the future:

·	We may not obtain additional financial resources when necessary or on terms favorable to us, if at all; and

·	Any available additional financing may not be adequate.

If we cannot raise additional funds when needed, or on acceptable terms, we will not be able to begin development or implementation of our business plan. We require substantial working capital to fund our operations. Since we do not expect to generate significant revenues in the foreseeable future, in order to fund operations, we will be completely dependent on additional debt and equity financing arrangements. There is no assurance that any financing will be sufficient to fund our capital expenditures, working capital and other cash requirements even for the immediate future. No assurance can be given that any such additional funding will be available or that, if available, can be obtained on terms favorable to us. If we are unable to raise needed funds on acceptable terms, we will not be able to develop or implement our business plan, take advantage of any future opportunities or respond to competitive pressures or unanticipated requirements. A material shortage of capital will require us to take drastic steps such as reducing our level of operations, disposing of selected assets or seeking an acquisition partner. If cash is insufficient, we will not be able to continue operations.

Our purposes in completing the BSFG merger was to pursue our new business plan, but no assurance can be made that we can successfully implement our new business plan.

In the fall of 2009 we made the decision to reposition the company and focus our business on the GreenTech and eWaste sectors. Youchange has developed a comprehensive business plan and plan of operations, including paying and providing reward points to businesses and consumers, for the collection, refurbishment (to factory condition) and reCommerce of otherwise surplus, end-of-life and obsolete electronic devices through acquired or established refurbishment centers and certified recycling eWaste partners. Revenue is expected to be generated from the sales and reCommerce of these products as well as management fees for proprietary data. In addition, electronic products and devices determined to be at the end of their useful life will be responsibly recycled through strategic recycling partners. Youchange has conducted research and analysis of these sectors and believes that significant opportunities exist to build a successful business in the GreenTech and eWaste sectors.

Although youchange has generated only minimal revenues from its business plan in the GreenTech and eWaste sectors, the Company has developed a business concept that should allow us to more quickly build a business in the GreenTech and eWaste sectors and will be led by a management team with experience and existing relationships in the electronic and environmental sustainability sectors. Although no assurances can be made that this strategy will be successful, we believe the completion of the reverse merger to become a publicly traded company is in our best interests and the best interests of our shareholders.

Charges to earnings resulting from the application of the purchase method of accounting may adversely affect the market value of YouChange’s Common Stock following the Merger.

In accordance with U.S. generally accepted accounting principles, Earth911 will account for the Merger as a reverse acquisition of YouChange using the purchase method of accounting, which may result in charges to earnings that could have a material adverse effect on the market value of the common stock of the combined company following completion of the Merger. Under the purchase method of accounting, the combined company will allocate the total estimated purchase price to YouChange’s net tangible assets and intangible assets based on their fair values as of the date of completion of the Merger, and record the excess of the purchase price over those fair values as goodwill. The combined company will incur amortization expense over the useful lives of any amortizable intangible assets acquired in connection with the Merger. In addition, to the extent the value of goodwill or amortizable intangible assets becomes impaired, the combined company may be required to incur material charges relating to the impairment of that asset. These amortization and potential impairment charges could have a material impact on the combined company’s results of operations.

After the Merger, YouChange may be limited in its ability to use some or all of YouChange’s and Earth911’s net operating losses for U.S. federal income tax purposes, which may increase the tax liability of the combined company in future years.

Changes in the ownership of YouChange as a result of the Merger may cause there to be an annual limitation on the use of net operating loss carryforwards that arose prior to the Merger. Such limitation would be imposed in addition to any annual limitations on the use of such net operating losses that resulted from prior ownership changes. Similarly, changes in the ownership of Earth911 as a result of the Merger may cause there to be an annual limitation on the use of its net operating loss carryforwards that arose prior to the Merger. Such limitation also would be imposed in addition to any annual limitations that arose from prior ownership changes of Earth911. Furthermore, whether or not the Merger causes an ownership change, YouChange and Earth911 may each experience future ownership changes that may limit their use of their net operating losses. Limitations on the use of YouChange’s and Earth911’s net operating losses may increase their U.S. federal income tax liability in future years and could cause some of their net operating losses to expire unused.

We have insufficient capital to implement our repositioned business plan.

Although we have taken steps to reposition the Company and focus our business on the GreenTech and eWaste sectors, we currently have no ability to fund the development and implementation of the entire business plan. We currently have minimal revenue, so we expect to rely on external sources of capital through the issuance of debt and/or equity securities in private placement offerings to provide funding for our business. No assurances can be made that we will be successful in obtaining additional funding on terms and conditions that are acceptable to us.

We have deferred, and may continue to defer, payment of some of our obligations, which may adversely affect our ability to obtain goods and services in the future.

We estimate that we will require approximately $1.0 million to carry out our business plan and meet our expenses for the next 12 months and $0.25 million to satisfy our immediate obligations over the next 90 days. Our immediate obligations primarily include only professional fees related to audit and review services by our auditors, payment for services rendered by our officers, legal expense and so forth. Until such time, if at all, as we receive adequate funding, we intend to defer payment of all other obligations that are capable of being deferred. Such deferral has resulted in the past, and may result in the future, in some vendors demanding cash payment for their goods and services in advance, and other vendors refusing to continue to do business with us, which may adversely affect our ability to obtain goods and services in the future, or to do so on favorable terms.

We will need to take significant additional actions to secure required facilities and establish processes for our business plan and expect to incur losses during such period.

Because we have just recently commenced implementation of our repositioned business in the GreenTech and eWaste sectors, we have to take additional actions to secure electronic refurbishment centers and recycling facilities as well as build the infrastructure necessary to implement the operational processes for the business. In addition, to compete effectively, any future products or services must be easy to use, cost-effective and economical to deliver, as the case may be, on a commercial scale. We may not achieve any of these objectives.

Our operating expenses are unpredictable, which may adversely affect our business, operations and financial condition.

As a result of our limited operating history, because of the emerging nature of the markets in which we will compete and the lack of implementation of our repositioned business in the GreenTech and eWaste sectors, our financial data is of limited value in planning future operating expenses. We are currently a development stage enterprise and our historical financial performance is solely based upon basic start-up costs and is not reflective in any way of the financial requirements of our repositioned business in the GreenTech and eWaste sectors.

To the extent our operating expenses precede or are not rapidly followed by increased revenue, our business, results of operations and financial condition may be materially adversely affected. Our expense levels will be based in part on our expectations concerning future revenues. The size and extent of our revenues, if any, are wholly dependent upon the choices and demand of individuals for our products and services, which are difficult to forecast accurately. We may be unable to adjust our operations in a timely manner to compensate for any unexpected shortfall in revenues. Further, business development and marketing expenses may increase significantly as we expand our operations.

Youchange has received a “going concern” opinion from its independent registered public accounting firm that expresses uncertainty regarding its ability to continue as a going concern.

Our independent registered public accounting firm’s opinion contains an explanatory paragraph that expresses uncertainty regarding our ability to continue as a going concern due to our development stage nature and lack of revenues. We cannot be certain that our business plans will be successful or what actions may become necessary to preserve our business. Any inability to raise capital could cause our business to fail.

Our limited operating history makes our future operating results unpredictable rendering it difficult to assess the health of our business or its likelihood of success. The inability to assess these factors could result in a total loss of an investor's investment in youchange.

In the case of an established company in an ongoing market, investors may look to past performance and financial condition to get an indication of the health of the company or its likelihood of success. Our short history, development stage nature and the evolving nature of the markets in which we plan to focus make it difficult to forecast our revenues, if any, and operating results accurately. We expect this unpredictability to continue into the future. Youchange could experience operating losses or even a total loss of our business which, as a result of the foregoing factors, would be difficult to anticipate and could thus cause a total loss of capital invested in youchange.

Risks Related to our Business

If our plan is not successful or management is not effective, the value of our common stock may decline.

As a corporate entity, we have had nominal operations since inception and have generated minimal revenue to date. As a result, we are a development stage company with a limited operating history that makes it impossible to reliably predict future growth and operating results. Our business and prospects for the collection, refurbishment (to factory condition) and reCommerce of otherwise surplus, obsolete electronic and end-of-life devices must be considered in light of the risks and uncertainties frequently encountered by companies in their early stages of development. In particular, we have not demonstrated that we can:

·	build or acquire the infrastructure necessary to implement the operational processes for the business in the GreenTech and eWaste sectors for the collection, refurbishment (to factory condition) and reCommerce of otherwise obsolete electronic devices;

·	secure electronic refurbishment centers and recycling facilities necessary for our planned business operations;

·	obtain the regulatory approvals necessary for recycling electronic products and devices determined to be at the end of their useful life;

·	educate consumers about our programs and services in the GreenTech and eWaste sectors and effectively tap consumers’ behavior and appeal to consumers to utilize our services and facilities for the collection, refurbishment (to factory condition) and reCommerce of otherwise obsolete electronic devices;

·	establish many of the business functions necessary to operate, including sales, marketing, administrative and financial functions, and establish appropriate financial controls; or

·	respond effectively to competitive pressures and alternative options for consumers to dispose of or discard otherwise obsolete electronic devices.

We cannot make any assurances that we will be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not be successful.

The combined company may not realize the benefits expected from the Merger.

The success of the Merger will depend in part on the success of management of the combined company in integrating the business, operations, technologies, and personnel of the two companies following the effective time of the Merger. The inability of the combined company to meet the challenges involved in integrating successfully the operations of YouChange and Earth911 or otherwise to realize any of the anticipated benefits of the Merger could seriously harm the combined company’s results of operations. In addition, the overall integration of the two companies may result in unanticipated operations problems, expenses, liabilities, and diversion of management’s attention. The challenges involved in integration include the following:

·	integrating the business, operations, technologies, and services of the two companies;

·	retaining and assimilating the key personnel of each company and integrating the business cultures of both companies;

·	retaining existing customers of both companies and attracting additional customers;

·	retaining strategic partners of each company and attracting new strategic partners; and

·	creating uniform standards, controls, procedures, policies, and information systems.

YouChange and Earth911 may not be able to successfully integrate their operations in a timely manner, or at all, and the combined company may not realize the anticipated benefits of the Merger, including potential synergies or sales or growth opportunities, to the extent or in the time frame anticipated. The anticipated benefits and synergies of the Merger are based on assumptions and current expectations, not actual experience, and assume a successful integration. In addition to the potential integration challenges discussed above, the combined company’s ability to realize the benefits and synergies of the business combination could be adversely impacted to the extent that YouChange’s or Earth911’s relationships with existing or potential customers, suppliers, or strategic partners is adversely affected as a consequence of the Merger, or by practical or legal constraints on its ability to combine operations.

Our lack of commercial marketing, sales and distribution may prevent us from successfully commercializing our services, which would adversely affect our level of future revenues, if any.

Our business plan to enter the GreenTech and eWaste sectors for the collection, refurbishment (to factory condition) and reCommerce of otherwise obsolete electronic devices is untested and unproven. We have extremely limited experience in marketing and sales in the GreenTech and eWaste sectors including services for the collection, refurbishment (to factory condition) and reCommerce of otherwise obsolete electronic devices to date. We may not successfully arrange for the establishment of electronic refurbishment centers and recycling facilities and this could prevent us from commercializing our services or limit our profitability from any such proposed services.

The consumer marketplace may not accept and utilize our services, the effect of which would prevent us from successfully commercializing any proposed services and adversely affect our level of future revenue, if any.

Our ability to market and commercialize our services for the collection, refurbishment (to factory condition) and reCommerce of otherwise obsolete electronic devices depends on the acceptance of such services by consumers. We have a consumer rewards based program planned but will also need to develop commercialization initiatives designed to increase awareness about us and our services to consumers of electronic devices in locations where our refurbishment centers and recycling facilities will be located. Currently, we have not developed any such initiatives. Without success in these areas, we may not be able to successfully commercialize any proposed products or generate more than minimal revenues.

Product liability exposure on refurbished electronic devices may expose us to significant liability or costs which would adversely impact our future operating results and divert funds from the operation of our business.

We face an inherent business risk of exposure to product liability and other claims and lawsuits in the event that the recycle and reCommerce of refurbished electronic devices is alleged to have resulted in adverse effects. We may not be able to avoid significant liability exposure. We may not have sufficient insurance coverage, and we may not be able to obtain sufficient coverage at a reasonable cost. An inability to obtain product liability insurance at acceptable costs or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of our services. A product liability claim could hurt our financial performance. Even if we avoid liability exposure, significant costs could be incurred that could hurt our financial performance.

We may fail to adequately protect our proprietary processes, which would allow competitors to take advantage of our concept development efforts, the effect of which could adversely affect any competitive advantage we may have.

We have not sought any patent or other intellectual property protection of our business plan process for the collection, refurbishment (to factory condition) and reCommerce of otherwise obsolete electronic devices.

Our success may depend in part on our ability to obtain such patent protection and other intellectual property protection for our business processes, preserve our trade secrets and operate without infringing the proprietary rights of third parties. Our long-term success largely depends on our ability to market technologically competitive processes and services. If we fail to obtain or maintain these protections, we may not be able to prevent third parties from using our proprietary rights.

We also rely upon trade secrets, proprietary know-how and continuing technological innovation to remain competitive. We protect this information with reasonable security measures, including the use of confidentiality agreements with our employees, consultants and corporate collaborators. It is possible that these individuals will breach these agreements and that any remedies for a breach will be insufficient to allow us to recover our costs. Furthermore, our trade secrets, know-how and other technology may otherwise become known or be independently discovered by our competitors.

Our proprietary technology may not be enforceable and the proprietary technology of others may prevent us from commercializing services, which would adversely affect our level of future revenues, if any.

Although we believe our proprietary technology may have some protection, the failure to obtain meaningful patent protection on our business processes may greatly diminish the value of our potential services and business processes. No assurances can be made that any patent protection of our business processes is achievable.

We also rely upon non-patented trade secrets and know how, and others may independently develop substantially equivalent trade secrets or know how. We also rely on protecting our proprietary technology in part through confidentiality agreements with our current and former corporate collaborators, employees, consultants and certain contractors. These agreements may be breached, and we may not have adequate remedies for any such breaches. Litigation may be necessary to defend against claims of infringement, to enforce our patents or to protect trade secrets. Litigation could result in substantial costs and diversion of management efforts regardless of the results of the litigation. An adverse result in litigation could subject us to significant liabilities to third parties, require disputed rights to be licensed or require us to cease using certain technologies.

Our planned business plan could infringe on the intellectual property rights of others, which may cause us to engage in costly litigation and, if not successful, could cause us to pay substantial damages and prohibit us from offering our services. Because patent applications in the United States are not publicly disclosed until the patent application is published or the patent is issued, applications may have been filed which relate to services similar to those offered by us. We may be subject to legal proceedings and claims from time to time in the ordinary course of our business, including claims of alleged infringement of the trademarks and other intellectual property rights of third parties.

If our potential products violate third-party proprietary rights, we cannot assure you that we would be able to arrange licensing agreements or other satisfactory resolutions on commercially reasonable terms, if at all. Any claims made against us relating to the infringement of third-party propriety rights could result in the expenditure of significant financial and managerial resources and injunctions preventing us from providing services. Such claims could severely harm our financial condition and ability to compete.

In addition, if another party claims the same subject matter or subject matter overlapping with the subject matter that we have claimed in a United States patent application or patent, we may decide or be required to participate in interference proceedings in the USPTO in order to determine the priority of invention. Loss of such an interference proceeding would deprive us of patent protection sought or previously obtained and could prevent us from commercializing our products.

Participation in such proceedings could result in substantial costs, whether or not the eventual outcome is favorable. These additional costs could adversely affect our financial results.

Failure to comply with environmental laws or regulations could expose us to significant liability or costs which would adversely impact our operating results and divert funds from the operation of our business which would have a material adverse effect on our business.

We may be required to incur significant costs to comply with current or future environmental laws and regulations related to the collection, refurbishment (to factory condition) and reCommerce of otherwise obsolete electronic devices as well as the recycling of electronic products and devices determined to be at the end of their useful life. We are subject to federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of these materials and some waste products. Although we believe that our safety procedures for handling and disposing of these materials will comply with the standards prescribed by these laws and regulations, the risk of contamination or injury from these materials cannot be completely eliminated. In the event of an incident, we could be held liable for any damages that result, and any liability could exceed our resources. Current or future environmental laws or regulations may have a material adverse effect on our operations, business and assets.

We depend on the continued services of our executive officers and the loss of a key executive could severely impact our operations.

The execution of our present business plan depends on the continued services of our, Chief Financial Officer, Richard A. Papworth, our Executive Vice President of Youchange, Inc., Derrick Mains and our Chief Technology Officer of Youchange, Inc., Naser Ahmad. We currently do not maintain key-man insurance policies on the lives of these individuals and have not entered into employment agreements with any of our executive officers. We believe the loss of any of their service would be detrimental to us and could have a material adverse effect on our business, financial condition and results of operations. After the Earth911 Merger, the CEO and President of the Company will be Barry Monheit. We will also add Colton Melby, Marie Wadecki, Mitchell Saltz, Ronald Miller and Richard Quinn as Directors.

Our executive officers, directors and principal shareholders control our business and may make decisions that are not in the best interests of the non-principal shareholders.

Our officers, directors and principal shareholders, and their affiliates, in the aggregate, own a substantial portion of the outstanding shares of our Common Stock. As a result, such persons, acting together, have the ability to substantially influence all matters submitted to our shareholders for approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets, and to control our management and affairs. Accordingly, such concentration of ownership may have the effect of delaying, deferring or preventing a change in control or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would be beneficial to other shareholders.

Our current business plan contemplates future growth levels that may not be obtainable or sustainable with our current resources.

We anticipate that the execution of youchange’s business plan will result in a rapid expansion of our operations, which may place a significant strain on youchange’s management, financial and other resources. Youchange’s ability to manage the challanges associated with the expansion of our business operations after the Earth911 Merger will depend, among other things, on our ability to monitor operations, control costs, maintain effective quality control, secure necessary marketing arrangements, expand internal management, technical information and accounting systems and attract, assimilate and retain qualified management and other personnel. If we fail to effectively manage these issues, we may not be profitable in the near future, or ever.

Future acquisitions and strategic relationships, if any may be unsuccessful if we are unable to complete such acquisitions and integrate the acquired business or develop such strategic relationships, which subjects us to risks that may have a material adverse effect on our business.

Part of our strategy to expand our business and execute our business plan involves the possible acquisition of, or development of strategic relationships with, recyclers and refurbishment centers. If we are unable to successfully complete and integrate a future acquisition, we may not realize the expected benefits from such acquisition, including any expected benefits from the proposed integration of the acquired operation into our current business model. If we are unable to develop future strategic relationships, we would not realize any expected benefits from such strategic relationships.

Risks Related to our Common Stock

Because we will likely issue additional shares of our common stock, or common stock equivalents, investment in our Company could be subject to substantial dilution.

Investors’ interests in our Company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. As of September 30, 2012, we had 43,213,672 common shares outstanding. We are authorized to issue up to 60,000,000 common shares. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors’ investment in our company will likely be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. The Earth911 Merger was structured so that there would not be any dilution as a result of the merger. If dilution occurs, any investment in our common stock could seriously decline in value

The sale of our stock under convertible notes could encourage short sales by third parties, which could contribute to the future decline of our stock price.

In many circumstances, the provision of financing based on the distribution of equity for companies that are traded on the Over-the-Counter Bulletin Board has the potential to cause a significant downward pressure on the price of common stock. This is especially the case if the shares being placed into the market exceed the market’s ability to take up the increased stock or if we have not performed in such a manner to show that the equity funds raised will be used to grow our business. Such an event could place further downward pressure on the price of our common stock. Regardless of our activities, the opportunity exists for short sellers and others to contribute to the future decline of our stock price. If there are significant short sales of our common stock, the price decline that would result from this activity will cause the share price to decline more, which may cause other shareholders of the stock to sell their shares, thereby contributing to sales of common stock in the market. If there are many more shares of our common stock on the market for sale than the market will absorb, the price of our common shares will likely decline.

Trading in our common stock on the OTC Bulletin Board is limited and sporadic, making it difficult for our shareholders to sell their shares or liquidate their investments.

Our common stock is currently listed for public trading on the OTC Bulletin Board. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to a number of factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of management's attention and resources.

Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.

Our By-laws do not contain anti-takeover provisions which could result in a change of our management and directors if there is a take-over of our company.

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors. This could result in a disruption to the activities of our company, which could have a material adverse effect on our operations.

We do not intend to pay dividends on any investment in the shares of stock of our company and any gain on an investment in our company will need to come through an increase in our stock’s price, which may never happen.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares as penny stocks, are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. These rules apply to companies whose shares are not traded on a national stock exchange or on the Nasdaq system, trade at less than $5.00 per share, or who do not meet certain other financial requirements specified by the Securities and Exchange Commission. These rules require brokers who sell "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in such penny stocks. These rules may discourage or restrict the ability of brokers to sell our shares of common stock and may affect the secondary market for our shares of common stock. These rules could also hamper our ability to raise funds in the primary market for our shares of common stock.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our principal executive offices are in leased offices located at 2209 West 1st Street, Suite A113, Tempe, Arizona 85281. This lease expires in June 2015 and calls for monthly rental payments of approximately $2,400.

We do not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income. We do not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

Item 3. Legal Proceedings

As of the date of this filing, we are not a party to any legal proceedings. We may from time to time be involved in legal proceedings arising from the normal course of business. We may become party to various lawsuits for alleged damages to persons and property, alleged violations of certain laws and alleged liabilities arising out of matters occurring during the normal operation of our business.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

On March 30, 2010, we effected a reverse merger with BSFG, which is discussed more fully elsewhere in this report. Our common shares are listed on the Over-the-Counter Bulletin Board (OTCBB), as traded under the symbol “YCNG.OB”. Trading of our common stock began on July 16, 2009 under the trading symbol “BSFG”. During May 2010, our name was changed to “YouChange Holdings Corp”, at which time our trading symbol also changed to “YCNG”. The following table provides high and low common share price information for each quarter commencing July 16, 2009:

	High		Low
Fiscal Year Ended June 30, 2012:
First quarter	$	0.70	$	0.18
Second quarter		0.52		0.15
Third quarter		0.66		0.18
Fourth quarter		0.67		0.40

	High		Low
Fiscal Year Ended June 30, 2011:
First quarter	$	0.33	$	0.11
Second quarter		0.37		0.14
Third quarter		0.75		0.29
Fourth quarter		0.70		0.12

	High		Low
Fiscal Year Ended June 30, 2010:
First quarter	$	0.20	$	0.06
Second quarter		0.29		2.00
Third quarter		0.30		0.16
Fourth quarter		0.45		0.23

Holders

As of September 30, 2012, there were approximately 200 holders of record of our common shares.

Dividends

We have paid no cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future.

Sales of Unregistered Securities and Use of Proceeds

During our fiscal year ending June 30, 2012, we issued common shares for the following transactions:

·	During fiscal 2012, we issued 248,522 common shares to an entity controlled by Naser Ahmad, the Chief Technology Officer of Youchange, Inc. We expensed $90,000 as professional fees for the issuance of these shares. This share issuance is exempt from the registration requirements under section 4(2) of the Securties Act of 1933 and/or Reg. D promulgated thereunder as well as applicable exemptions under state securities laws.

·	During fiscal 2012, we issued 249,705 common shares to Richard Papworth, our Chief Financial Officer for services rendered. We expensed $98,000 as professional fees for the issuance of these shares. This share issuance is exempt from the registration requirements under section 4(2) of the Securties Act of 1933 and/or Reg. D promulgated thereunder as well as applicable exemptions under state securities laws.

·	During July 2011, we issued 436,337 common shares upon conversion of principal and interest previously outstanding on convertible notes payable, of which 103,296 was with a related party. These transactions are discussed in more detail in Note 8. This share issuance is exempt from the registration requirements under section 4(2) of the Securties Act of 1933 and/or Reg. D promulgated thereunder as well as applicable exemptions under state securities laws.

·	During fiscal 2012, we issued 895 common shares to note holders for the payment of interest on those notes. We expensed $358 as interest expense for the issuance of these shares. These transactions are discussed in more detail in Note 7. This share issuance is exempt from the registration requirements under section 4(2) of the Securties Act of 1933 and/or Reg. D promulgated thereunder as well as applicable exemptions under state securities laws.

·	During fiscal 2012, we issued 287,837 common shares to an entity controlled by Derrick Mains, our Executive Vice President of Business Development and Operations, for services rendered. We expensed $114,000 as professional fees for the issuance of these shares. This share issuance is exempt from the registration requirements under section 4(2) of the Securties Act of 1933 and/or Reg. D promulgated thereunder as well as applicable exemptions under state securities laws.

·	During fiscal 2012, we issued 110,408 common shares to Dan Fogel, our Vice President of Strategic Initiatives, for services rendered. We expensed $44,000 as professional fees for the issuance of these shares. This share issuance is exempt from the registration requirements under section 4(2) of the Securties Act of 1933 and/or Reg. D promulgated thereunder as well as applicable exemptions under state securities laws.

·	During fiscal 2012, we raised $325,000 through the sale of 1,300,000 common shares in a private placement transaction with seven accredited investors at a sales price of $0.25 per common share. This share issuance is exempt from the registration requirements under section 4(2) of the Securties Act of 1933 and/or Reg. D promulgated thereunder as well as applicable exemptions under state securities laws.

·	During fiscal 2012, we also issued 1,961,006 common shares in exchange for other professional services. We expensed approximately $697,423 as professional fees and approximately $3,000 as marketing expense for the issuance of these shares. This share issuance is exempt from the registration requirements under section 4(2) of the Securties Act of 1933 and/or Reg. D promulgated thereunder as well as applicable exemptions under state securities laws.

Repurchases of Securities

None.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview and Recent Developments

For accounting purposes, Youchange, Inc. is the acquirer in the reverse merger transaction, and consequently the assets and liabilities and the historical operations reflected in these consolidated financial statements are those of Youchange, Inc. and are recorded at the historical cost basis of Youchange, Inc. All shares and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of Youchange.

We plan to collect used electronics through:

(i)	Offers made to members through our website, which is discussed above.

(ii)	Using already existing retailers or businesses as drop-off locations for used electronics. We plan to develop strategic alliances with retailers, electronic refurbishment centers and recyclers that may partner with youchange. By listing retailers as drop-off locations on our website, we will encourage our members to visit these locations and thus, would expect an increase in foot traffic for those locations. If members drop-off items rather than use our prepaid shipping mechanism, we expect to obtain these items at a lower cost. We are in discussions with Phoenix locations of a national car dealership, a major university, and several local charities and other organizations. We have drop-off agreements with a local computer repair store chain, Red Seven, the Phoenix location of the national Childhelp charity, and one of our recycling partners, E-Waste Harvesters Inc.

(iii)	Collecting used electronics through Company initiated collection events. Local electronic collection events play an important part of the youchange strategy and are done in partnership with local sports teams, businesses and charity groups. We have developed a collection event and brand awareness model built around employees of third party companies bringing their excess electronics to work on designated days. We have piloted these events over the past month in the Phoenix, Arizona area. A second component of this collection event and brand awareness model is to partner with local sports teams to host pre-game collection and brand awareness events. A third component of this model, which was launched in April 2011, is a program we refer to as GREEN Ambassadors and GREEN Leaders, where members of the youchange community host collection events at various business or charity locations. As with retail and business permanent drop-off locations, if members drop-off their items rather than use our prepaid shipping mechanism, we expect to obtain these items at a lower cost.

	The GREEN Leaders program was piloted at two Phoenix private elementary schools and is expected to be expanded to public and private high schools and colleges. We have several school districts piloting the program this fall in Arizona, including schools in Tempe and Phoenix. The GREEN Ambassadors program is expected to be piloted in a retirement community and we are in discussions with a local umbrella charity organization to allow its members to become GREEN Ambassadors.

Youchange is developing an electronic Tracking System (“eTS”) to provide asset receiving, refurbishment and disposal recycling tracking though the complete handling cycle of all electronics collected. In addition, the website and the eTS are expected to allow business to business activity. Businesses can dispose of excess electronics in bulk. The eTS is expected to extend past the website and electronic pricing and rewards calculator previously launched through youchange.com and is intended to be used by local retailers, electronic refurbishment centers and recyclers that may partner with youchange. Youchange intends on generating revenue through the refurbishment, resale (“reCommerce”) and recycling of the electronics collected, facilitating the sustainability objectives by extending the lifecycle of these items and keeping such items from the electronic waste stream. Once developed and launched, the youchange eTS is expected to become part of a system that will allow youchange to establish a reCommerce business without an investment in bricks and mortar by partnering with, and charging a management fee to, local retailers, electronic refurbishment centers and recyclers.

The Company has realized minimal revenue from its planned business purpose to the date of this filing and currently has limited operations. Accordingly, the Company is considered to be in the development stage. The Company has been in the development stage since its formation. The Company has devoted its efforts to business planning and development and has allocated a substantial portion of its time and investment in bringing its product to the market and raising capital.

Background of BSFG

After careful consideration it became clear there could be a great benefit from the economic downturn resulting in the liquidation of non-performing leases and used equipment. The executive team further concluded that much of this excess equipment and used electronics from both small to middle market companies and individual consumers was classified as eWaste and presented a negative environmental impact. This problem was growing and very few viable solutions have made it to market leaving a substantial void in this highly visible and much anticipated GreenTech sector. It was decided that to fully take advantage and leverage this new market opportunity BSFG would need to expand the board and management team and begin an immediate search for a company with experience, relationships and leadership, focused in this newly defined sector of “GreenTech”. As discussed more fully below, BSFG was successful in locating and merging with Youchange, Inc., a company that had the desired attributes. The youchange management team will lead and execute this new direction that will focus on the eWaste challenge by launching the youchange.com website, software and services application that is expected to include paying and providing reward points to businesses and consumers for their used electronics, refurbishing and recycling through established and certified strategic partners and generating revenue from the sales and reCommerce (resale online) of these products as well as management fees for proprietary data.

Reverse Merger with BSFG

On March 15, 2010, BSFG and its wholly owned subsidiary BlueStar Acquisition Corporation (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Youchange, Inc. The Merger Agreement and the acquisition agreed to therein was closed on March 30, 2010. At the closing of the reverse merger, Youchange, Inc. merged into Merger Sub, with Youchange, Inc. as the surviving entity. At the time the Merger Agreement was executed, Jeffrey Rassás and Richard Papworth, currently our Chief Executive Officer and Chief Financial Officer, respectively, and directors of the Company, were directors and officers of both BSFG and Youchange, Inc. BSFG acquired all 7,183,197 of the issued and outstanding common shares of Youchange Inc. from Youchange Inc. shareholders in exchange for 21,549,591 shares of BSFG Common Stock. Youchange, Inc. shareholders received three shares of BSFG Common Stock for each share of Youchange, Inc. These figures included 2,049,591 shares of BSFG Common Stock issued to the former note holders of Youchange, Inc. whereby the $500,000 principal amount of secured convertible promissory notes plus accrued interest of $13,681 was converted into 683,197 shares of Youchange, Inc. common stock immediately prior to the reverse merger. As a result of the reverse merger there were a total of 35,405,588 shares of our common stock issued and outstanding immediately following the transaction, of which the former Youchange, Inc. shareholders held 61%. Additionally, following the completion of the reverse merger, we issued 1,456,000 shares of our common stock to the sellers of BSFG.

Feature Marketing Acquisition

Effective December 31, 2010, we entered into a Share Exchange Agreement (the "Exchange Agreement") with Feature Marketing, Inc. (“Feature Marketing”) an Arizona corporation. The Exchange Agreement provided for the acquisition of all issued and outstanding shares of Feature Marketing in exchange for 3,030,303 shares of our common stock and $200,000 of cash. Feature Marketing owns and operates a computer and consumer electronics refurbishment center based in Scottsdale, Arizona, which we intended to integrate with our planned operations.

Subsequent to the completion of the acquisition, on February 25, 2011 the Company and Feature Marketing entered into a Rescission Agreement that provided for the rescission of the acquisition as of December 31, 2010, so that from an economic standpoint, the acquisition never occurred and all applicable shares were never exchanged. Accordingly, the financial position and results of Feature Marketing have not been, and are never expected to be, consolidated with those of the Company. The Company believes the rescission of this transaction was in its best interests based on the discovery of a mutual mistake and impossibility to perform under the agreement, which was not contemplated by either party.

The Company executed a non-exclusive fulfillment agreement with Feature Marketing on March 29, 2011. Under the terms of the fulfillment agreement, Feature Marketing was to provide receiving, refurbishment, shipping and storage services and repay the amounts previously advanced towards the acquisition discussed above. As of June 30, 2012 advances outstanding totaled approximately $95,000, which are secured by the assets of Feature Marketing and are supported by a promissory note from Feature Marketing. These advances bear interest at a rate of 24.0% per annum. We have recognized interest income totaling approximately $41,000 relative to these advances for the period through June 30, 2012. During June 2011, Feature Marketing returned 75,000 common shares it had previously owned, in exchange for a reduction of amounts due us of approximately $26,000, which was the fair value of the shares at the time they were returned. These shares have been accounted for as treasury stock as of June 30, 2011. As of June 30, 2012, management believes all outstanding advances to Feature Marketing, and interest on such advances, will not likely ever be fully realized and accordingly, has provided an allowance for the full balance of the note receivable and the corresponding interest receivable, as of June 30, 2012 in the amount of $116,592.

Merger with Earth911

Critical Accounting Estimates and Policies

General

Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of the Consolidated Financial Statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis we evaluate our estimates, including those related to areas that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. These areas include carrying amounts of long-lived assets, the carrying value of software development costs, advances to Feature Marketing, deferred financing costs and the realization of deferred taxes. We base our estimates on historical experience, our observance of trends in particular areas and information or valuations and various other assumptions that we believe to be reasonable under the circumstances and which form the basis for making judgments about the carrying value of assets and liabilities that may not be readily apparent from other sources. Actual amounts could differ significantly from amounts previously estimated.

We believe that of our significant accounting policies (refer to the Notes to the Consolidated Financial Statements contained elsewhere in this Annual Report), the following may involve a higher degree of judgment and complexity.

Inventory

We use the lower of cost or market method to evaluate the cost of inventory at the end of each period. In the third quarter of fiscal 2012, we began a pilot program of collection events with schools. We process each item collected to determine if it is at its end of life or if it can be refurbished and sold and based on that determination, we assign a “collection” value to each item. We pay each school the collection value that we assign to the items from their particular collection event. Because of the unanticipated response to the collection events held during the quarter, we were unable to process the items collected. As a result, we have estimated the value of the items that were collected but not yet processed, and have recorded the inventory value at June 30, 2012 based on that estimate.

Long-Lived Assets

We periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful life of property and equipment or whether the remaining balance of property and equipment, or other long-lived assets should be evaluated for possible impairment. Instances that may lead to an impairment include: (i) a significant decrease in the market price of a long-lived asset group; (ii) a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition; (iii) a significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset or asset group, including an adverse action or assessment by a regulator; (iv) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset or asset group; (v) a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group; or (vi) a current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

Upon recognition of an event, as previously described, we use an estimate of the related undiscounted cash flows, excluding interest, over the remaining life of the property and equipment and long-lived assets in assessing their recoverability. We measure impairment loss as the amount by which the carrying amount of the asset(s) exceeds the fair value of the asset(s). We primarily employ two methodologies for determining the fair value of a long-lived asset: (i) the amount at which the asset could be bought or sold in a current transaction between willing parties; or (ii) the present value of expected future cash flows grouped at the lowest level for which there are identifiable independent cash flows.

Beneficial Conversion Features

The intrinsic value of a beneficial conversion feature inherent to a convertible note payable, which is not bifurcated and accounted for separately from the convertible note payable and may not be settled in cash upon conversion, is treated as a discount to the convertible note payable. This discount is amortized over the period from the date of issuance to the date the note is due using the effective interest method. If the note payable is retired prior to the end of its contractual term, the unamortized discount is expensed in the period of retirement to interest expense. In general, the beneficial conversion feature is measured by comparing the effective conversion price, after considering the relative fair value of detachable instruments included in the financing transaction, if any, to the fair value of the common shares at the commitment date to be received upon conversion.

Accounting for Income Taxes

We use the asset and liability method to account for income taxes. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. In preparing the Consolidated Financial Statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. This process involves estimating the actual current tax liability together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, depreciation on property, plant and equipment, intangible assets, goodwill and losses for tax and accounting purposes. These differences result in deferred tax assets, which include tax loss carry-forwards, and liabilities, which are included within the Consolidated Balance Sheet. We then assess the likelihood that deferred tax assets will be recovered from future taxable income, and to the extent that recovery is not likely or there is insufficient operating history, a valuation allowance is established. To the extent a valuation allowance is established or increased in a period, we include an expense within the tax provision of the Consolidated Statements of Operations. As of June 30, 2012, the Company has established a full valuation allowance for all deferred tax assets.

Operating Results

The following table summarizes our operating results for the periods presented below:

							Period from
							August 22,
							2008
							(Inception) to
	Year Ended June 30,						June 30,
	2012			2011			2012

Revenue	$	93,975		$	9,160		$	103,135
Cost of products sold		20,086			5,386			25,472

Gross profit		73,889			3,774			77,663

Operating expenses:
Professional fees		1,235,163			432,700			1,998,771
Salaries and wages		161,774			98,738			260,512
Bad debt expense		116,592			-			116,592
Licensing fees		3,849			89,130			92,979
General and administrative		122,591			60,293			233,120
Marketing		93,699			47,787			153,225
Software develpoment expense		191,150			-			191,150
Expense of reverse merger		-			-			620,040

Total operating expenses		1,924,818			728,648			3,666,389

Loss from operations	$	(1,850,929	)	$	(724,874	)	$	(3,588,726	)

We are a development stage enterprise for the periods presented above and accordingly, have recognized minimal revenues from our planned business to June 30, 2012.

Revenue was $93,975 and $9,160 for the years ended June 30, 2012 and 2011, respectively, and $103,135 for the period from August 22, 2008 (inception) to June 20, 2012. Revenues are from sales of electronic equipment obtained from the initial response to our school collection events.

Professional fees were $1,235,163 and $432,700 for the years ended June 30, 2012 and 2011, respectively, and $1,968,771 for the period from August 22, 2008 (inception) to June 30, 2012. Professional fees include fees incurred for our officers of $354,500 and $327,583 for the years ended June 30, 2012 and 2011, respectively, and $887,083 for the period from August 22, 2008 (inception) to June 30, 2012. Also included in professional fees are legal, accounting and auditing fees. The increase in professional fees from fiscal 2011 to 2012 was primarily due to expense recognized for common shares issued for services rendered, which totaled approximately $1,043,000 for professional fees in fiscal 2012 as compared to $350,000 for fiscal 2011.

Salaries and wages totaled $161,774 and $98,738 for the years ended June 30, 2012 and 2011, respectively, and $260,512 for the period from August 22, 2008 (inception) to June 30, 2012. Salaries and wages represent amounts paid or accrued to officers and other employees, which commenced during the second quarter of fiscal 2011 as we began to hire staff in the anticipation of executing our business plan. As of June 30, 2012, we employed eight individuals other than our executive officers.

Bad debt expense was $116,592 and nil for the years ended June 20, 2012 and 2011, respectively and $116,592 for the period from August 22, 2008 (inception) to June 30, 2012. Bad debt expense relates to the note receivable from Feature Marketing of $94,875 and its related accrued interest receivable of $21,717 which we determined was not likely to be collected as of June 30, 2012.

Licensing fees were $3,849 and $89,130 the years ended June 30, 2012 and 2011, respectively, and $92,979 for the period from August 22, 2008 (inception) to June 30, 2012. Licensing fees relate mainly to the use of a database to support the consumer offer calculator on our website. During July 2010, we entered into a licensing agreement with a strategic partner for access to a database for pricing of used consumer electronic goods. As described elsewhere herein, we issued 193,322 shares of common stock upon the execution of this agreement and this relationship was terminated during fiscal 2012.

General and administrative expense was $122,591 and $60,293 for the years ended June 30, 2012 and 2011, respectively, and $233,120 for the period from August 22, 2008 (inception) to June 30, 2012. These expenses primarily consist of facility rent, travel, computer, network and internet costs. The increase in general and administrative expense from fiscal 2011 to fiscal 2012 primarily relates to increased payroll taxes and the general increase in business activity.

Marketing expense was $93,699 and $47,787 for the years ended June 30, 2012 and 2011, respectively, and $153,225 for the period from August 22, 2008 (inception) to June 30, 2012. Marketing related costs relate primarily to events, marketing collateral, press releases and other public relations efforts. The increase in marketing expense from fiscal 2011 to fiscal 2012 relates to a general increase in activity, including press releases and brand awareness, as we work towards exiting the development stage.

Software development expense was $62,500 for the year ended June 30, 2012 and the period from August 22, 2008 (inception) to June 30, 2012. We had been capitalizing these costs until fiscal 2012 at which time we determined that there was an impairment in the capitalized software costs of $128,650. That impairment loss was recognized in fiscal 2012.

As described above, during March 2010, we completed a reverse merger transaction. We incurred $125,000 of cash based expense for this transaction, of which all but $37,500 has been paid, in addition to recording a $495,040 charge for shares issued in connection with this transaction. The Company issued a note to a related party for $37,500 and in September 2012, that note was assigned to an investor who is willing to convert the note into shares of our common stock at the conversion rate of $0.20 per share.

We recognized total other expense of $61,776 and $30,401 for the years ended June 30, 2012 and 2011, respectively, and $146,414 for the period from August 22, 2008 (inception) to June 30, 2012. Since inception, other expense primarily relates to interest expense of $187,187, which relates to: (i) $50,000 for the amortization of deferred financing costs; (ii) $13,681 for interest on convertible notes that were converted prior to the reverse merger on March 30, 2010; and (iii) interest on convertible notes that were issued during fiscal 2012 and 2011 and the amortization of discounts associated with some of these notes. Other income relates to interest income, which is primarily associated with advances previously made to Feature Marketing.

We anticipate that the execution of our business plan will result in a rapid expansion of our operations, which may place a significant strain on our management, financial and other resources. Youchange’s ability to manage the challenges associated with the expansion of our business, develop strategic relationships and integrate future acquisitions, if any, will depend, among other things, on our ability to monitor operations, control costs, maintain effective quality control, secure necessary marketing arrangements, expand internal management, implement technical information and accounting systems and attract, assimilate and retain qualified management and other personnel. If we fail to effectively manage these issues, we may not be profitable in the near future, or ever.

The difficulties in managing these various business issues will be compounded by a number of unique attributes of our anticipated business operations and business strategy. Should these and other concepts not perform as expected, youchange’s financial condition and the results of our operations could be materially and adversely affected.

Liquidity and Capital Resources

As of June 30, 2012, we had $51,355 of cash and cash equivalents and a working capital deficit of approximately $195,000. Over the next twelve months we estimate in order to maintain reporting company status as defined under the Securities Exchange Act of 1934, we will require cash for expenses, which include accounting, legal and other professional fees, as well as filing fees. We must raise cash to cover these expenses and implement our business plan. In addition to the amounts raised through the financing transactions discussed below, we estimate that we will need to raise $0.25 million to continue our proposed business and maintain our status as a reporting company for the next 90 to 120 days.

The Company’s ability to commence significant operations is entirely dependent upon the proceeds to be raised. If we do not raise at least $1.0 million, we will be unable to establish a base of operations, without which we will be unable to execute our current business plan. The Company will need to raise additional capital by issuing capital stock, notes payable or a combination of both, in exchange for cash in order to continue as a going concern. During fiscal 2012, we raised a total of $544,000, which is described in further detail below. We cannot assure any investor that, if needed, sufficient financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely that operations would continue and any investment made by an investor would be lost in its entirety.

Although we have taken steps to focus our business on the GreenTech and eWaste sectors, we currently have no ability to fund the development and implementation of our business plan. As is typical of companies going through the development stage, we currently have minimal revenue. This raises substantial doubt about the Company’s ability to continue as a going concern. We expect to rely on external sources of capital through the issuance of debt and/or equity securities in private placement offerings to provide funding of our business. We expect to initiate such actions to obtain additional capital to fund our business, however, no assurances can be made that we will be successful in obtaining additional funding on terms and conditions that are acceptable to us.

If youchange acquires its needed funding through the issuance of our equity securities, our existing shareholders may experience dilution and the value of their equity securities may decline. The acquisition of funding through the issuance of debt could result in a substantial portion of our future cash flow from operations being dedicated to the payment of principal and interest on that indebtedness, and could render us more vulnerable to competitive pressures and economic downturns.

We will require capital for key near-term milestones of our business, which we currently believe to include:

·	Acquiring or developing strategic relationships with recyclers and refurbishment centers in Phoenix, Arizona.

·	Completing certain key modules of eTS and identifying pilot locations as drop-off locations and recyclers and/or refurbishment centers.

·	Expanding collection events that are hosted by local businesses, schools and sports teams.

·	Expanding the youchange “GREEN Ambassadors” program, which we expect will allow us to expand our collection events by recruiting “Ambassadors” to host events that benefit their organizations and collect electronics for youchange.

·	Researching collection methods and equipment to develop permanent drop-off locations with local retailers.

·	Adding a national partner to have all mail-in online transactions sent directly to a partner in locations covering all of the United States.

·	Replication of the Phoenix, Arizona youchange model in other cities in the United States once the model is proven in this market.

During fiscal 2012, we raised a total of $544,000 through the following transactions:

·	During August 2011, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.30 per share. Based on our share price at the time the note agreement was entered into, there was no beneficial conversion feature associated with this convertible note.

·	During October 2011, we issued a $10,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures three months from the date of issuance and may be extended by an additional 30 days if the Company so chooses. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $5,200 for this convertible note. We are in default on this note and the holder has verbally agreed to exercise the conversion feature.

·	During December 2011, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures six months from the date of issuance and may be extended by an additional 30 days if the Company so chooses. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $25,000 for this convertible note. We are in default on this note and the holder has verbally agreed to exercise the conversion feature.

·	During January 2012, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures six months from the date of issuance and may be extended by an additional 30 days if the Company so chooses. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $9,500 for this convertible note. We are in default on this note and the holder has verbally agreed to exercise the conversion feature.

·	During February 2012, we issued a $24,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $4,800 for this convertible note.

·	During February 2012, we issued a $24,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $6,720 for this convertible note.

·	During March 2012, we issued a $5,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $2,400 for this convertible note.

·	During April 2012, we issued a $5,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures 6 months from the date of issuance and may be extended by an additional 30 days if the Company so chooses. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.35 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $2,712 for this convertible note.

·	During March 2012, we received $6,000 from an unrelated party under a short-term advance. The advance has no stated maturity nor stated interest rate. We paid interest at the rate of 10% through the issuance of 375 shares of our common stock.

·	During 2012, we raised $70,000 from several unrelated parties under short term advances. The advances had various interest rates and maturity dates and all were paid off prior to June 30, 2012.

·	During fiscal 2012, we raised $325,000 through the sale of 1,300,000 common shares in a private placement transaction with seven accredited investors at a sales price of $0.25 per common share.

Until such time, if at all, as we receive adequate funding, we intend to defer payment of all other obligations that are capable of being deferred. Such deferment has resulted in the past, and may result in the future, in some vendors demanding cash payment for their goods and services in advance, and other vendors refusing to continue to do business with us, which may adversely affect our ability to obtain goods and services in the future, or to do so on favorable terms. As a result, the Company’s independent registered public accounting firm has included a reference to the substantial doubt about our ability to continue as a going concern in connection with our financial statements for the year ended June 30, 2012.

Cash Flows

The following discussion relates to the major components of our cash flows:

Cash Flows from Operating Activities

Cash used in operating activities was $488,742 and $357,395 for the years ended June 30, 2012 and 2011, respectively, and $1,141,366 for the period from August 22, 2008 (inception) to June 30, 2012. Cash used in operating activities primarily relates to payments for professional fees and general and administrative costs. We expect our operating activities will require additional cash in the future as we commence our planned operations.

Cash Flows from Investing Activities

Cash used in investing activities was $167 and $128,650 for the years ended June 30, 2012 and 2011, respectively, and $331,582 for the period from August 22, 2008 (inception) to June 30, 2012. Cash used in investing activities for fiscal 2012 primarily relates to the the purchase of property and equipment offset by cash received in repayment of the advance to Feature Marketing. Cash used in investing activities for the period from August 22, 2010 (inception) to June 30, 2012 also includes cash used for our reverse merger transaction in March 2010 and, which is discussed more fully above.

Cash Flows from Financing Activities

Cash provided by financing activities was $474,000 and $508,000 for the years ended June 30, 2012 and 2011, respectively, and $1,524,303 for the period from August 22, 2008 (inception) to June 30, 2012. Cash provided by financing activities for fiscal 2012 and fiscal 2011 relates to various convertible note agreements entered into and the private placement of our common shares, which are described further above. Cash provided by financing activities for the period from August 22, 2010 (inception) to June 30, 2012 primarily relates to the activities described above.

Recently Issued Accounting Pronouncements

During May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASC 2011-04”). The amendments in ASC 2011-04 were issued in order to align the fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards. Consequently, the amendments change the wording used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. However, many of the amendments in ASC 2011-04 will not result in a change in the application of the requirements in ASC 820, Fair Value Measurement. The amendments in ASU 2011-04 are effective, on a prospective basis, for public entities for interim and annual periods beginning after December 15, 2011, and for nonpublic entities for annual periods beginning after December 15, 2011. The adoption of this guidance has not had a material impact on our financial position and results of operations.

Off-Balance Sheet Financing

We have no off-balance sheet debt or similar obligations. We have no transactions or obligations with related parties that are not disclosed, consolidated into or reflected in our reported results of operations or financial position. We do not guarantee any third-party debt.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

All financial statements and supplementary data that are required by this Item are listed in Part IV, Item 15 of this annual report and are presented beginning on Page F-1.

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

Not applicable.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are designed to provide a reasonable assurance that the information required to be disclosed by us in this annual report on Form 10-K was (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and (ii) accumulated and communicated to our management, being the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As indicated in the certifications in Exhibit 31 of this report, the Corporation's Chief Executive Officer and Principal Financial Officer / Principal Accounting Officer have evaluated the Corporation's disclosure controls and procedures as of June 30, 2012. Based on that evaluation, these officers have concluded that the Corporation's disclosure controls and procedures are effective in ensuring that information required to be disclosed by the Corporation in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to them in a manner that allows for timely decisions regarding required disclosures and are effective in ensuring that such information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting in our most recent fiscal quarter.

Management’s Report on Internal Control Over Financial Reporting

The Company's management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over the Corporation's financial reporting. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by this report.

Attestation Report of Independent Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Below are the names and certain information regarding youchange’s executive officers:

Name	Age	Position
Jeffrey I. Rassás	48	Chairman and Chief Executive Officer
Richard A. Papworth	52	Director and Chief Financial Officer
Derrick Mains	39	Executive Vice President, Youchange, Inc.
Naser Ahmad	55	Chief Technology Officer, Youchange, Inc.

Biographical information about our management is set forth below:

Jeffrey I. Rassás

Mr. Rassás is the Founder and Chief Executive Officer of YouChange, Inc., a wholly owned subsidiary of youchange, and has served as Chairman of youchange since October 2009. A 20-year veteran of entrepreneurial ventures and business management, he has extensive experience in funding, leading, developing and performing corporate turnarounds for numerous start-up ventures both private and public focused primarily in the Internet and Technology sectors. Prior to youchange, from 2006-2009, Mr. Rassás recently served as President and Chief Executive Officer of Global Alerts, a holding company for Earth911.com and Pets911.com. As Chief Executive Officer, Mr. Rassás lead the team that acquired Earth911.com, Pets911.com and AMBERalert.com from a local Arizona company whereupon executing a new strategy, recruiting a new management team and successfully executing the company's plan, led to several of the divisions achieving national success and distinction and significantly higher values, and the successful sale of AMBERalert.com. Prior to Global Alerts, from 2002-2005, Mr. Rassás served as Cochairman and Chief Executive Officer of ImproveNet, Inc. (a publicly traded company with the website www.improvenet.com), which he acquired through a merger in 2002. Rassás' strategic vision and execution led to industry recognition of the company as "Best of Web" by Money Magazine.

In 2005, he facilitated the sale of ImproveNet, Inc. to IAC/InterActiveCorp (ticker IACI - www.iac.com), the holding company of many popular websites such as LendingTree.com, Ask.com, Match.com, Citysearch.com, ServiceMagic.com, and Ticketmaster, delivering a substantial return on shareholder equity. From 1997-2001, Mr. Rassás served as founder, Chief Executive Officer, and Chairman of the Board of publicly traded EBIZ Enterprises, a Linux solutions provider where he expanded company operations, yielding revenues in excess of $58 million. A two time finalist for Ernst & Young's Entrepreneur of the Year award, Mr. Rassás has been a guest speaker at Thunderbird, the School of Global Management, serves on several outside boards and is a regular speaker at technology trade events around the nation.

Richard A. Papworth

Mr. Papworth is the Chief Financial Officer of YouChange, Inc., a wholly owned subsidiary of youchange, and has served as a Director of youchange since October 2009. He was also the Interim Chief Executive Officer of youchange from October 2009 until July 19, 2010. He is a seasoned executive with over 20 years of public and private company executive level experience. Prior to joining youchange, from 2006 to 2009, Mr. Papworth was the Chief Financial Officer of Telgian Corporation during a period of high growth. Telgian is an innovative company providing high quality fire protection and life safety systems and consulting services throughout North America for customers such as Home Depot, Walmart, Sears, Best Buy and many other large national and regional property owners.

From 2005 to 2006, Mr. Papworth was the Chief Financial Officer of the $500 million Phoenix division of Meritage Homes (NYSE:MTH) during a period of rapid growth where he delivered strategic business and operational improvements to maximize profitability and return on net assets. From 2000 to 2004, he was Chief Financial Officer of Kronos Advanced Technologies, Inc. (OTC:KNOS) where he was successful in his first reverse-merger going public transaction. At Kronos, Mr. Papworth was instrumental in securing $15 million of private equity funding and helping the company through the development stage. From 1996 to 2000, Mr. Papworth was Vice President of Wilshire Financial Services Group, Inc. (NYSE:WFSG) and Chief Financial Officer of its subsidiary Beverly Hills Bancorp during a period of explosive growth. At Wilshire Financial Services Group, Inc., he was instrumental in taking the company public and raising $100 million via an initial public offering, building the financial and operating systems, and negotiating and integrating acquisitions. His early business experience includes executive leadership positions with Taylor Morrison and The Maintenance Warehouse (a division of the Home Depot Supply).

Derrick Mains

A 2010 Green Pioneer award winner, Mr. Mains is a proven entrepreneur with a deep knowledge of recycling and sustainability initiatives and companies. His experience includes the development of a number of technology platforms that improve corporate efficiency and apply principles of social learning. Mr. Mains has served as the Vice President of Business Development for AMBERalert.com and Pets911.com and was the driving force behind a number of producer responsibility/green initiatives including trans-organizational partnerships with global oil companies as the Vice President of Energy Reclamation Initiatives with Earth911.com and 1-800-CLEANUP. Mr. Mains is the co-founder and former CEO of GreenNurture.com, a Software-as-a-Service application that fosters and gauges behavioral and attitudinal changes within the workplace around sustainability initiatives. Mr. Mains is currently the Executive Vice President of YouChange Inc. a publicly traded (YCNG) electronic collection company that uses school and non-profits fundraising programs as the method of education and collection. Additionally Mr. Mains sits on the board of The Green Chamber, advises a number of early stage and emerging companies in the software and sustainability space, writes for a number of leading environmental publications, lectures for the Ikoloji Sustainable Building Advisory program, hosts the Your Triple Bottom Line Radio show and is Entrepreneur in Residence for Arizona State University.

Naser Ahmad

Mr. Ahmad is the Chief Technology Officer of YouChange Inc., Mr. Ahmad has been active for over 25 years in the development of computer solutions for distribution and manufacturing companies. Throughout his career, Mr. Ahmad has held technical leadership positions with both entrepreneurial ventures as well as Fortune 100 companies including Caterpillar International, Inc., Santa Fe International and Taylor Management Systems. Prior to joining youchange, Mr. Ahmad had his own software development and consulting business which he has operated since 2005. From 2003 to 2005, he was the Chief Technology Officer, a Director, and co-Chairman of ImproveNet, Inc. In 1989, Mr. Ahmad cofounded SysTech International, Inc., a Texas corporation, which was the predecessor-in-interest to eTechLogix. Mr. Ahmad served as Executive Vice President and Chief Technology Officer of eTechLogix (formerly SysTech International, Inc.) from 1989 to 2003. Prior to 1989, Mr. Ahmad worked for Sante Fe International and Caterpillar. At Sante Fe International, Mr. Ahmad was a member of the task force for evaluating and determining the next generation of application systems for the organization. At Caterpillar, he was the software development manager and the chief architect of its enterprise resource planning (ERP) distribution system. Mr. Ahmad has been instrumental in the development of technology products throughout his career. He co-founded the National Institute of Technology in Karachi, Pakistan, is a member of the Advisory Council of the Darul Islam University, Dhaka, Bangladesh and serves as a Director of several privately held U.S. and foreign corporations. Mr. Ahmad is a graduate of the University of Karachi with a BA in Accounting and a postgraduate degree in Computer Science.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of reports of ownership, reports of changes of ownership and written representations under Section 16(a) of the Exchange Act that were furnished to us during fiscal 2012 for persons who were, at any time during fiscal 2012, our directors or executive officers or beneficial owners of more than 10% of the outstanding shares of our common stock, all filing requirements for reporting persons were met.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our Chief Executive Officer and Chief Financial Officer. A copy of our Code of Business Conduct and Ethics may, upon request made to us in writing at the following address, be made available without charge: 2209 West 1st Street, Suite A113, Tempe, Arizona 85281.

Audit Committee, Compensation Committee and Nominating Committee

As of the date of this filing, we do not have a formal Audit Committee, Compensation Committee or Nominating Committee. We completed a reverse merger transaction on March 30, 2010, which is described in more detail elsewhere in this filing. We have two directors, Jeffrey Rassás and Richard Papworth, who also serve as our Chief Executive Officer and Chief Financial Officer, respectively, and make all decisions that an audit committee would ordinarily make. We have no independent members of our Board of Directors and accordingly, we have determined that the Company does not have a member of its Board of Directors (or Audit Committee) that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, or who is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our Board of Directors are collectively capable of analyzing and evaluating our consolidated financial statements. In addition, we believe that at this time, retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated more than minimal revenues to date.

Item 11. Executive Compensation

Summary Compensation Table

	Fiscal					Stock
Name and Principal Position	Year	Salary ($)		Bonus ($)		Awards ($) (1)		Total ($)

Jeffrey I. Rassás, Chief Executive Officer	2012	$	68,000	$	-	$	-	$	68,000
(Principal Executive Officer)	2011		96,000		-		-		96,000

Richard A. Papworth, Chief Financial Officer	2012		-		-		98,000		98,000
(Principal Financial Officer)	2011		24,000		-		12,000		36,000

Mary Juetten, Chief Operating Officer,	2012		12,000		-		-		12,000
Youchange, Inc. (2)	2011		18,000		-		160,250		178,250

Naser Ahmad, Chief Technology Officer,	2012		-		-		120,000		120,000
Youchange, Inc. (3)	2011		-		-		93,333		93,333

Derrick Mains, Executive Vice President,	2012		27,750		-		114,000		141,750
Youchange, Inc. (4)	2011		-		-		-		-

(1)	Represents restricted stock awards. The reported value of the restricted stock awarded was calculated by multiplying the closing market price of our common stock on the grant date by the number of shares granted.

(2)	Compensation was paid to Protect your Intellectual Property (PIP), LLC, an entity controlled by Ms. Juetten. Ms. Juetten left the Company in September 2011.

(3)	Compensation was paid to SRI Holdings, LLC, an entity controlled by Mr. Ahmad.

(4)	Compensation was paid to Card A Client, LLC, an entity controlled by Mr. Mains.

As of the date of this filing, Mr. Rassás and Mr. Papworth are being paid a monthly salary of $8,000 and $2,000, respectively; however, these amounts are paid on a month-to-month basis and may be adjusted at any time at our discretion. Mr. Papworth’s salary is currently being paid via the issuance of shares of our restricted common stock. Our directors are currently not compensated for their services as directors.

Share-Based Payments

During July 2010, we entered into a one-year consulting agreement with Naser Ahmad through NOMA Enterprises, LLC to provide services as Chief Technology Officer of Youchange, Inc., and issued 333,333 shares of our common stock as compensation for such services. The term of this agreement is from January 1, 2010 to December 31, 2010. As of June 30, 2010, we had accrued $60,000 of compensation expense, which was paid by way of the issuance of one half of these shares. We recognized the remaining $33,333 of expense during July 2010 for the 333,333 total shares issued, which was recorded as professional fees. The consulting agreement has not been renewed as of the date of this filing; however, Mr. Ahmad has continued to provide services to the Company on a month-to-month basis for $10,000 per month, and we issued an additional 248,522 common shares during fiscal 2012 as compensation.

During fiscal 2012, we issued 249,705 common shares to Richard Papworth, our Chief Financial Officer for services rendered. We expensed $98,000 as professional fees for the issuance of these shares.

During fiscal 2012, we issued 287,837 common shares to Derrick Mains, our Executive Vice President for services rendered. We expensed $114,000 as professional fees for the issuance of these shares.

Subsequent to June 30, 2012, the Company awarded options for 1,000,000 common shares to Derrick Mains.

Pension Benefits and Nonqualified Deferred Compensation

We do not provide pension benefits or any other qualified retirement plans or non-qualified deferred compensation plans for our employees or directors.

Employment Agreements

Youchange is currently not a party to any employment agreements.

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

The following table sets forth information regarding the beneficial ownership as of September 30, 2012 of our common stock by (i) each of our executive officers; (ii) each of our directors; and (iii) each person known by us to own beneficially more than five percent of the outstanding common stock. The address for each of the persons and entities listed below is 2209 West 1st Street, Suite A113, Tempe, Arizona 85281. The percentage ownership of the persons in the table below are based on 43,213,672 common shares outstanding on September 30, 2012. Except as otherwise noted, the persons listed below have sole investment and voting power with respect to the common stock owned by them.

	Number
	of Shares
	Beneficially				Percentage
Name	Owned (1)				of Shares (2)
Jeffrey I. Rassás		7,466,000	(3	)		17.3	%
Steve Phelps		3,000,000	(4	)		6.9	%
Vic Sibilla		2,850,000	(5	)		6.6	%
Naser Ahmad		724,383	(6	)		1.7	%
Richard A. Papworth		398,211				0.9	%
Derek Mains		287,837	(7	)		0.7	%
All executive officers and directors as a group (four persons)		8,876,431				20.5	%

(1)	Beneficial ownership is determined in accordance with the rules of the U.S. Securities and Exchange Commission. In general, a person who has voting power or investment power with respect to securities is treated as a beneficial owner of those securities. Common stock subject to options and warrants currently exercisable or exercisable within 60 days of September 30, 2012 count as outstanding for computing the percentage beneficially owned by the person holding these options or warrants.
(2)	Percentages are based on 43,213,672 shares of common stock outstanding as of September 30, 2012.
(3)	All shares held indirectly by Jeffrey I. Rassás, Director, President and Chief Executive Officer of YouChange Holdings Corp Includes 7,266,000 shares held by Hayjour Family Limited Partnership of which Mr. Rassas is a general partner and 200,000 shares held by his daughters Jourdan and Hayden.
(4)	Includes 75,000 shares held by Mr. Phelps in his IRA and 75,000 shares held by wife Kimberley Phelps in her IRA.
(5)	Includes 75,000 shares held by Mr. Sibilla in his IRA and 75,000 shares held by wife Geraldine Sibilla in her IRA 150,000 shares owned by minor children and 75,000 of another child, all that share Mr. Sibilla’s household.
(6)	All shares held indirectly by Nassir Ahmed, Chief Technology Officer of YouChange, Inc. All the shares are held by SRI Holdings, LLC over which Mr. Ahmed holds the beneficial interest.
(7)	All shares held indirectly by Derrick Mains, Executive Vice President of YouChange, Inc. All the shares are held by Card A Client, LLC over which Mr. Mains holds the beneficial interest.

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

During the years ended June 30, 2012 and 2011, we incurred approximately $63,000 and $87,000 of software development costs, respectively, from NOMA Enterprises, LLC, an entity controlled by Naser Ahmad, Chief Technology Officer of Youchange, Inc.

During December 2010, we entered into a one year consulting agreement with Mary Juetten, through Protect your Intellectual Property (PIP), LLC to provide services as Chief Operating Officer of YouChange, Inc. The term of this agreement is from October 1, 2010 to September 30, 2011. During fiscal 2011, we issued a total of 625,625 shares of our common stock as compensation for services and recognized $160,250 of expense for the issuance of these shares, which was recorded as professional fees. Additionally, we recognized expense of approximately $18,000 for cash-based consideration paid to Ms. Juetten’s for her services as Chief Operating Officer of Youchange, Inc. which is also recorded as professional fees. Ms. Juetten resigned as an officer of YouChange in fiscal 2012.

Directors, Jeffrey Rassás and Richard Papworth are officers of the Company. There is not an independent director at this time.

Item 14. Principal Accounting Fees and Services

Information regarding principle accountant fees and services is as follows:

Audit Fees

Audit fees for fiscal 2012 and 2011 by Semple, Marchal and Cooper, LLP were $45,800 and $40,500, respectively. Audit fees billed and paid for fiscal 2012 and 2011 included fees for quarterly reviews.

Audit Related Fees

Audit related fees were nil for fiscal 2012 and 2011.

Tax Fees

Tax related fees were de minimis for fiscal 2012 and 2011 for Semple, Marchal and Cooper, LLP.

All Other Fees

Other fees for fiscal 2012 and 2011 by Semple, Marchal and Cooper were nil and 4,700, respectively. Other fees for fiscal 2011 related to review of SEC comment letter correspondence and fees incurred related to the acquisition of Feature Marketing, which was rescinded during February 2011.

Pre-Approval Policies and Procedures

The Board of Directors approves all audit services, audit-related services, tax services and other services provided by our auditors. Any services provided by Semple, Marchal and Cooper, LLP that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee in advance of any engagement. Under the Sarbanes-Oxley Act of 2002, audit committees are permitted to approve certain fees for audit-related services, tax services and other services, pursuant to a de minimis exception prior to the completion of an audit engagement. In fiscal 2012 and 2011, none of the fees paid to Semple, Marchal and Cooper, LLP were approved pursuant to the de minimis exception.

PART IV

Item 15. Exhibits, Financial Statement Schedules

Consolidated Financial Statements

(1) Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

All other schedules have been omitted because they are not applicable.

(3) Exhibits

Documents filed as exhibits to this report or incorporated by reference:

No.	Exhibits

2.1	Agreement and Plan of Merger dated March 15, 2010 (Filed as an Exhibit to Form 8-K filed March 22, 2010 and incorporated herein by reference)

2.4	Agreement and Plan of Merger dated May 21, 2012. (Filed as an Exhibit to Form 14C Definitive Information Statement filed on August 7, 2012 and incorporated herein by reference)

3.1	Articles of Incorporation (Filed as an Exhibit to Form S-1 Registration Statement filed on August 12, 2008, Registration No. 333-152959 and incorporated herein by reference)

3.2	Amendment to Articles of Incorporation (Filed as an Exhibit to Form 14C Definitive Information Statement filed on June 2, 2010 and incorporated herein by reference)

3.3	By-laws (Filed as an Exhibit to Form S-1 Registration Statement filed on August 12, 2008, Registration No. 333-152959 and incorporated herein by reference)

3.4	Amendment to Articles of Incorporation (Filed as an Exhibit to Form 14C Definitive Information Statement filed on August 7, 2012 and incorporated herein by reference)

3.5	Amendment to By-laws (Filed as an Exhibit to Form 14C Definitive Information Statement filed on August 7, 2012 and incorporated herein by reference)

14	Code of Ethics

31.1	8650 Section 302 Certification of Chief Executive Officer

31.2	8650 Section 302 Certification of Chief Financial Officer

32.1	Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 INS	XBRL Instance Document*

101 SCH	XBRL Schema Document*

101 CAL	XBRL Calculation Linkbase Document*

101 DEF	XBRL Definition Linkbase Document*

101 LAB	XBRL Labels Linkbase Document*

101 PRE	XBRL Presentation Linkbase Document*

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

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

YOUCHANGE HOLDINGS CORP

/s/ JEFFREY I. RASSÁS

Jeffrey I. Rassás

Chief Executive Officer and Director

October 15, 2012

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

Signature	Title	Date

/s/ JEFFREY RASSÁS Jeffrey Rassás	Chairman of the Board of Directors and Chief Executive Officer	October 15 2012

/s/ RICHARD A. PAPWORTH Richard A. Papworth	Director and Chief Financial Officer	October 15, 2012

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm										F-2

Consolidated Balance Sheets										F-3

Consolidated Statements of Operations										F-4

Consolidated Statement of Changes in Stockholders' Equity (Deficit)										F-5

Consolidated Statements of Cash Flows										F-6

Notes to Consolidated Financial Statements										F-7

F - 1

Board of Directors and Stockholders of

YouChange Holdings Corp

(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of YouChange Holdings Corp (a development stage company) as of June 30, 2012 and 2011 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and for the period from August 22, 2008 (inception) to June 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of YouChange Holdings Corp (a development stage company) at June 30, 2012 and 2011, and the results of its operations and its cash flows for the years then ended, and for the period from August 22, 2008 (inception) to June 30, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company is currently in the development stage and has not earned significant revenue as of June 30, 2012. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Certified Public Accountants

Phoenix, Arizona

October 15, 2012

F - 2

YOUCHANGE HOLDINGS CORP

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30,

	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	51,355		$	66,264
Inventory		7,490			3,522
Prepaid expenses and other current assets		-			14,541

Total current assets		58,845			84,327

Advances to Feature Marketing, net		-			96,875
Property and equipment - net		5,032			4,065
Capitalized software costs		-			128,650
Other assets		9,774			6,500

Total assets	$	73,651		$	320,417

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and other accrued expenses	$	139,674		$	63,212
Accrued interest payable		6,973			8,945
Note payable		6,000			-
Note payable - related party		37,500			37,500
Convertible notes payable, net of discount of $1,357 and nil as of June 30, 2012 and 2011, respectively		63,643			75,000

Total current liabilities		253,790			184,657

Convertible notes payable - long term, net of discount of $11,120 and $20,729 as of June 30, 2012 and 2011, respectively		66,880			4,271

Total liabilities		320,670			188,928

Shareholders' equity (deficit):
Common stock, $.001 par value; 60,000,000 shares authorized; 43,020,937 and 38,426,227 shares issued as of June 30, 2012 and 2011, respectively; 42,945,937 and 38,351,227 shares outstanding as of June 30, 2012 and 2011, respectively		43,021			38,426
Additional paid-in capital		3,471,350			1,941,748
Treasury stock, at cost (75,000 common shares as of June 30, 2012 and 2011 respectively)		(26,250	)		(26,250	)
Deficit accumulated during the development stage		(3,735,140	)		(1,822,435	)

Total shareholders' equity (deficit)		(247,019	)		131,489

Total liabilities and shareholders' equity (deficit)	$	73,651		$	320,417

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

F - 3

YOUCHANGE HOLDINGS CORP

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF OPERATIONS

							Period from
							August 22,
							2008
							(Inception) to
	Year Ended June 30,						June 30,
	2012			2011			2012

Net revenues	$	93,975		$	9,160		$	103,135
Cost of products sold		20,086			5,386			25,472

Gross profit		73,889			3,774			77,663

Operating expenses:
Professional fees		1,235,163			432,700			1,998,771
Salaries and wages		161,774			98,738			260,512
Bad debt expense		116,592			-			116,592
Licensing fees		3,849			89,130			92,979
General and administrative		122,591			60,293			233,120
Marketing		93,699			47,787			153,225
Software development expense		191,150			-			191,150
Expense of reverse merger		-			-			620,040

Total operating expenses		1,924,818			728,648			3,666,389

Loss from operations		(1,850,929	)		(724,874	)		(3,588,726	)

Other income (expense):
Interest income		13,200			18,129			40,773
Interest expense		(74,976	)		(48,530	)		(187,187	)

Total other expense		(61,776	)		(30,401	)		(146,414	)

Net loss	$	(1,912,705	)	$	(755,275	)	$	(3,735,140	)

Basic and diluted net loss per common share	$	(0.05	)	$	(0.02	)

Weighted average common shares outstanding -
basic and diluted		39,686,576			36,608,849

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

F - 4

YOUCHANGE HOLDINGS CORP

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

										Deficit
										Accumulated
					Additional					During the			Total
	Common Stock				Paid-in		Treasury			Development			Shareholders'
	Shares		Amount		Capital		Stock			Stage			Equity

Balance at inception, August 22, 2008		-	$	-	$	-	$	-		$	-		$	-
Issuance of common stock upon formation		1,000,000		1,000		-		-			-			1,000
Net loss		-		-		-		-			(67,103	)		(67,103	)

Balance, June 30, 2009		1,000,000		1,000		-		-			(67,103	)		(66,103	)
Common stock issued for cash		4,000,000		4,000		-		-			-			4,000
Common stock issued for intangible asset		1,500,000		1,500		1,000		-			-			2,500
Conversion of convertible notes payable		683,197		683		512,998		-			-			513,681
Effect of reverse merger		26,766,391		26,767		59,546		-			-			86,313
Common stock issued in connection with reverse merger.		1,456,000		1,456		493,584		-			-			495,040
Net loss		-		-		-		-			(1,000,057	)		(1,000,057	)

Balance, June 30, 2010		35,405,588		35,406		1,067,128		-			(1,067,160	)		35,374
Common stock issued for cash		1,000,000		1,000		249,000		-			-			250,000
Common stock issued for services		1,404,753		1,404		407,922		-			-			409,326
Conversion of convertible notes payable		615,886		616		161,381		-			-			161,997
Beneficial conversion feature		-		-		56,317		-			-			56,317
Acquisition of treasury stock		-		-		-		(26,250	)		-			(26,250	)
Net loss		-		-		-		-			(755,275	)		(755,275	)

Balance, June 30, 2011		38,426,227		38,426		1,941,748		(26,250	)		(1,822,435	)		131,489

Common stock issued for cash		1,300,000		1,300		323,700								325,000
Common stock issued for services		2,857,478		2,858		1,040,565		-			-			1,043,423
Beneficial conversion feature		-		-		56,332		-			-			56,332
Conversion of convertible notes payable and accrued interest		437,232		437		109,005		-			-			109,442
Net loss		-		-		-		-			(1,912,705	)		(1,912,705	)

Balance, June 30, 2012		43,020,937	$	43,021	$	3,471,350	$	(26,250	)	$	(3,735,140	)	$	(247,019	)

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

F - 5

YOUCHANGE HOLDINGS CORP

(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CASH FLOWS

							Period from
							August 22,
							2008
							(Inception) to
	Year Ended June 30,						June 30,
	2012			2011			2012
Cash flows from operating activities:
Net loss	$	(1,912,705	)	$	(755,275	)	$	(3,735,140	)

Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discounts and deferred financing costs		64,584			35,588			150,172
Depreciation expense		1,200			1,200			2,400
Bad debt expense		116,592			-			116,592
Common stock issued for services		1,043,423			409,326			1,452,749
Common stock issued for interest		358			-			14,039
Cash based expense for reverse merger		-			-			125,000
Common stock issued for reverse merger		-			-			495,040
Impairment of capitalized software costs		128,650			-			128,650
Changes in operating assets and liabilities:
Inventory		(3,968	)		(3,522	)		(7,490	)
Prepaid expenses and other assets		(10,450	)		(20,272	)		(42,116	)
Accounts payable and other accrued expenses		76,462			(37,382	)		138,684
Accrued interest payable		7,112			12,942			20,054

Net cash used in operating activities		(488,742	)		(357,395	)		(1,141,366	)

Cash flows from investing activities:
Software development costs		-			(88,650	)		(128,650	)
Advances to Feature Marketing		2,000			(40,000	)		(108,000	)
Purchase of property and equipment		(2,167	)		-			(7,432	)
Cash paid for reverse merger		-			-			(87,500	)

Net cash used in investing activities		(167	)		(128,650	)		(331,582	)

Cash flows from financing activities:
Proceeds from sale of common stock		325,000			250,000			580,000
Proceeds from convertible notes payable		143,000			258,000			901,000
Proceeds from notes payable		76,000			-			76,000
Borrowings from related parties		40,500			-			129,492
Repayment of notes payable		(70,000	)		-			(70,000	)
Repayment of related party payables		(40,500	)		-			(42,189	)
Fees paid for financing costs		-			-			(50,000	)

Net cash provided by financing activities		474,000			508,000			1,524,303

Increase in cash and cash equivalents		(14,909	)		21,955			51,355
Cash and cash equivalents, beginning of period		66,264			44,309			-

Cash and cash equivalents, end of period	$	51,355		$	66,264		$	51,355

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

F - 6

YOUCHANGE HOLDINGS CORP

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization of Business and Basis of Presentation

For accounting purposes, Youchange, Inc. is the acquirer in the reverse merger transaction, and consequently the assets and liabilities and the historical operations reflected in these consolidated financial statements are those of Youchange, Inc. and are recorded at the historical cost basis of Youchange, Inc. All shares and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of Youchange.

The Company’s software includes a destination website, www.youchange.com, where users can join and refer friends to learn about the problem of electronic waste through content, blogs and forums. Site members are encouraged to take action through the turn-over and sale of their end-of-life, used or obsolete electronics, which reduces the risk of adding to the waste stream. Members access the youchange calculator and offer database through www.youchange.com and by answering a series of questions, may receive a real-time cash and/or reward points offer. Initially, reward points collected by members may be used to exchange for other items in the “Shop Green” area of the youchange.com website, which is an online marketplace where points can be exchanged for product. In addition to the youchange.com website, users can join and learn about local events and electronic collection drives through youchange Facebook, Twitter and Linked-In social media pages. The local electronic collection events play an important part of the youchange strategy and are done in partnership with local sports teams, businesses, individuals, schools and charity groups.

The Company has realized minimal revenues from its planned business purpose to the date of this filing and currently has limited operations. Accordingly, the Company is considered to be in the development stage. The Company has been in the development stage since its formation. The Company has devoted its efforts to business planning and development and has allocated a substantial portion of its time and investment in bringing its product to the market and raising capital. We anticipate that with the expansion of our schools program and the contemplated merger with Earth911 (see the following discussion), we will move beyond the development stage in early fiscal 2013.

F - 7

YOUCHANGE HOLDINGS CORP

(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include, but are not limited to, carrying amounts of long-lived assets, deferred financing costs, the advance to the Feature Marketing , the carrying value of software development costs and the realization of deferred taxes.

Reverse Merger with BSFG

Reverse Merger with Earth911

On May 21, 2012, YouChange, Earth911, Inc., a Delaware corporation (“Earth911”), and YouChange Merger Subsidiary Corp. (“YCMS”), a Delaware corporation and wholly owned subsidiary of YouChange formed for the sole purpose of completing the Merger with Earth911, entered into an Agreement and Plan of Merger (the “Earth911 Merger Agreement”). As contemplated by the Merger Agreement, upon closing (i) YCMS will merge with and into Earth911 and the corporate existence of Earth911 will continue as the surviving entity and a wholly owned subsidiary of YouChange (the “Merger”); (ii) all issued and outstanding shares of capital stock of Earth911 will be exchanged for newly issued shares of YouChange’s Common Stock such that the former stockholders of Earth911 will own 85% of the issued and outstanding shares of YouChange’s Common Stock; (iii) the terms of each outstanding option and warrant to purchase shares of Earth911 Common Stock, will be converted into options and warrants, as the case may be, to acquire shares of YouChange’s Common Stock using the same ratio as the exchange of shares of Earth911 capital stock for shares of YouChange’s Common Stock; (iv) YouChange’s Amended and Restated Articles of Incorporation will be filed and become effective; (v) YouChange’s Bylaws will be amended and restated; and (vi) new directors will be appointed to the YouChange Board of Directors and a new chief executive officer, a new President, and a new Secretary of YouChange will be appointed.

The Earth911 Merger Agreement requires YouChange to amend and restate its Articles of Incorporation (i) to change its name from YouChange Holdings Corp to Infinity Resources Holding Corp. (the “Name Change”); (ii) to increase the number of authorized shares of Common Stock from 60,000,000 to 100,000,000 and to authorize a total of 10,000,000 shares of Preferred Stock to be designated in series or classes and the number of each series or class, including the voting powers, designations, limitations, restrictions, and relative rights of each series or class of stock, as the YouChange Board of Directors shall determine in its sole discretion (the “Share Increase”); (iii) to provide for a recapitalization of YouChange in which each five shares of the issued and outstanding shares of YouChange’s Common Stock will be converted into one share of fully paid and nonassessable Common Stock of YouChange (a 1-for-5 reverse stock split) (the “Reverse Split”); and (iv) to divide the Board of Directors into three classes, as nearly equal in number as possible, designated Class I, Class II, and Class III with Class I directors initially serving until the 2013 meeting of stockholders, Class II directors initially serving until the 2014 meeting of stockholders, and Class III directors initially serving until the 2015 meeting of stockholders (the “Director Classes”) (collectively, the amendments to YouChange’s Articles of Incorporation for the Name Change, the Share Increase, the Reverse Split, and the Director Classes are known as the “Amendments”).

F - 8

Going Concern

The Company's financial statements are prepared using accounting principles generally accepted in the United States applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; and (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually attaining profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

2. Significant Accounting Policies

Cash and Cash Equivalents

All highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company maintains cash and cash equivalent balances at a financial institution that is insured by the Federal Deposit Insurance Corporation for deposits up to certain limits. The Company had no uninsured cash as of June 30, 2012 or June 30, 2011, but may from time to time have cash balances that exceed insured limits.

Inventory

Inventories consist of used consumer electronics and computer devices and are stated at the lower of cost (average cost method which approximates first-in, first-out) or market. Cost is determined based on our estimate of the “collection” value of each item, which is what we then pay the supplier. We establish reserves for inventory to reflect situations in which the cost of the inventory is not expected to be recovered. In evaluating whether inventory is stated at the lower of cost or market, we consider such factors as the amount of inventory on hand, estimated time required to sell such inventory and current and expected market conditions. We record provisions for inventory obsolescence as part of cost of products sold. Inventories are presented net of allowances relating to the above provisions; however, as of June 30, 2012 and 2011, no provisions were deemed to be warranted or required by management.

Deferred Financing Costs

Debt financing costs are amortized over the contractual term of the underlying note payable using the effective interest method. If debt is retired prior to the end of its contractual term, the unamortized deferred financing costs are expensed in the period of retirement to interest expense. During fiscal 2012 and 2011, the Company incurred $56,334 and nil, respectively, of deferred financing costs relative to the issuance of $143,000 and $258,000 of convertible notes payable. During fiscal 2012 and 2011, $43,857 and nil, respectively, of deferred financing costs were amortized to interest expense.

Revenue Recognition

Revenue from sales of products is recognized when earned; that is, when the risks and rewards of ownership have transferred to the customer upon delivery to the designated carrier. Cash discounts, sales incentives and returns are estimated and recognized at the time of sale based on historical experience and current customer commitments. Revenue is reported net of discounts and returns and excludes sales taxes.

Income taxes

Deferred tax assets and liabilities are recognized currently for the future tax consequences attributable to the temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets if it is more likely that such assets will not be realized. We consider all available evidence, both positive and negative, to determine whether, based on the weight of that evidence, a valuation allowance is needed for some portion or all of a net deferred tax asset. Judgment is used in considering the relative impact of negative and positive evidence. In arriving at these judgments, the weight given to the potential effect of negative and positive evidence is commensurate with the extent to which it can be objectively verified. We record a valuation allowance to reduce our deferred tax assets and review the amount of such allowance annually. When we determine certain deferred tax assets are more likely than not to be utilized, we will reduce our valuation allowance accordingly.

F - 9

As of June 30, 2012 and 2011, we did not recognize any assets or liabilities relative to uncertain tax positions, nor do we anticipate any significant unrecognized tax benefits will be recorded during the next 12 months. Any interest or penalties related to unrecognized tax benefits is recognized in income tax expense. Since there are no unrecognized tax benefits as a result of tax positions taken, there are no accrued penalties or interest. We are subject to tax audits for our U.S. federal and certain state tax returns for the tax years ending June 30, 2009 through 2011. Tax audits by their very nature are often complex and can require several years to complete.

Fair Value of Financial Instruments

The Company's financial instruments include cash advances, accounts payable and other accrued expenses and notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments and for long term notes payable, based on borrowing rates currently available to the Company for loans with similar terms and maturities, approximates fair value at June 30, 2012, based on these level 3 inputs. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

·	Level one – Quoted market prices in active markets for identical assets or liabilities;

·	Level two – Inputs other than level one inputs that are either directly or indirectly observable; and

·	Level three – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We will evaluate our hierarchy disclosures each quarter.

The Company does not have any assets or liabilities measured at fair value on a recurring basis as of June 30, 2012 or 2011. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the period from August 22, 2008 (inception) to June 30, 2012.

Property and Equipment

Property and equipment are recorded at cost and are depreciated using the straight-line method over the estimated useful lives of the assets. Costs of normal repairs and maintenance are charged to expense as incurred. Depreciation commences at the time the assets are placed in service. Gains or losses on disposals of assets are recognized as incurred. As of June 30, 2012 and 2011, our property and equipment consists of furniture and fixtures at our corporate offices. These assets have an estimated useful life of seven years and were placed in service on June 30, 2010. As of June 30, 2012 and 2011, accumulated depreciation was $2,400 and $1,200, respectively.

Impairment of Long Lived Assets

Impairment losses are to be recognized when the carrying amount of a long lived asset is not recoverable or exceeds its fair value. The Company evaluates its long lived assets for impairment whenever events or changes in circumstances indicate that a carrying value may not be recoverable. The Company uses estimates of future cash flows over the remaining useful life of a long lived asset or asset group to determine the recoverability of the asset. These estimates only include the net cash flows directly associated with, and that are expected to arise as a direct result of, the use and eventual disposition of the asset or asset group. We have recognized an impairment loss on the capitalized software costs as of June 30, 2012 of $128,650 for the Company’s long lived assets from August 22, 2008 (inception) to June 30, 2012.

F - 10

Earnings Per Share Information

Basic earnings per share includes no dilution and is computed by dividing net income (loss) available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings (loss) per share is calculated based on the weighted average shares of Common Stock outstanding during the period plus the dilutive effect of outstanding Common Stock purchase warrants and stock options using the treasury stock method and the dilutive effects of convertible securities using the if-converted method. Basic and diluted loss per share were the same for all periods reported due to the net losses attributable to common shareholders for all periods presented. As of June 30, 2012 and 2011, we had convertible notes payable outstanding that, with accrued interest, were convertible into approximately 576,000 and 436,000 common shares respectively. As of June 30, 2012 and 2011, the conversion ratio for these notes was lower than our closing stock price. These convertible notes payable are described in more detail in Note 8.

Software Development Costs

The costs of developing internal–use software are to be evaluated during three stages of the development project. The stages are: (i) the preliminary project stage; (ii) the application development stage; and (iii) the post-implementation stage. Only costs associated with the application development stage are capitalized. Development costs associated with the other two stages are expensed as incurred. Capitalizable costs include fees paid to third parties to develop the software during the application development stage, payroll costs for employees directly associated with the development project and only include specific time spent working directly on the development project and interest costs incurred while developing the project, if any. The Company has capitalized costs incurred in the application development stage totaling nil and $88,650 for the years ended June 30, 2012 and 2011, respectively. These costs relate to our proprietary business platform. We have contracted with a software development team to create this business platform and web-based interface. During the years ended June 30, 2012 and 2011, we incurred approximately $63,000 and $87,000 of software development costs, respectively, from NOMA Enterprises, LLC, an entity controlled by Naser Ahmad, Chief Technology Officer of Youchange, Inc. During fiscal 2012, we began to re-focus our business model on methods of mass collection through schools, not-for-profit entities and other charities. We started using the software that had been developed in ways that had not been intended and then began a major overhaul of the software with code and interfaces to accommodate the new focus. As a result, we determined that the capitalized value of the costs prior to fiscal 2012 is impaired as noted above therefore, the balance of capitalized software costs as of June 30, 2011 of $128,650 have been fully expensed in fiscal 2012.

Advertising Costs

Advertising costs are expensed as incurred. Advertising expense was de minimis for the period from August 22, 2008 (inception) to June 30, 2012.

Beneficial Conversion Features

Recently Issued Accounting Pronouncements

During May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASC 2011-04”). The amendments in ASC 2011-04 were issued in order to align the fair value measurement and disclosure requirements in GAAP and International Financial Reporting Standards. Consequently, the amendments change the wording used to describe many of the requirements in GAAP for measuring fair value and for disclosing information about fair value measurements. However, many of the amendments in ASC 2011-04 will not result in a change in the application of the requirements in ASC 820, Fair Value Measurement. The amendments in ASU 2011-04 are effective, on a prospective basis, for public entities for interim and annual periods beginning after December 15, 2011, and for nonpublic entities for annual periods beginning after December 15, 2011. The Company does not anticipate that the adoption of this guidance will have a material impact on its financial position and results of operations.

F - 11

3. Note Receivable from Feature Marketing

Subsequent to the completion of the acquisition, on February 25, 2011, the Company and Feature Marketing entered into a Rescission Agreement that provided for the rescission of the acquisition as of December 31, 2010, so that from an economic standpoint, the acquisition never occurred and all applicable shares were never exchanged. Accordingly, the financial position and results of Feature Marketing have not been, and are never expected to be, consolidated with those of the Company. The Company believes the rescission of this transaction was in its best interests based on the discovery of a mutual mistake and impossibility to perform under the agreement, which was not contemplated by either party.

4. Common Stock

Our authorized common stock consists of 60,000,000 shares of common stock with a par value of $.001. The following summarizes our common stock activity for the period from August 22, 2008 (inception) to the completion of the reverse merger on March 30, 2010:

·	Upon formation on August 22, 2008, Youchange, Inc. issued 1,000,000 of its common shares to its founder and Chief Executive Officer, Jeffrey Rassás, in exchange for $1,000.

·	During fiscal 2010, Youchange, Inc. issued an additional 4,000,000 of its common shares to unrelated entities in exchange for $4,000 (except for 40,000 of these shares, which were issued to an officer / director).

·	During fiscal 2010, Youchange, Inc. issued 1,500,000 shares of its common stock to Mr. Rassás in exchange for certain intangible assets related to the youchange.com domain. This transaction was valued at $2,500. Although it may require renewal from time-to-time, this intangible asset has an indefinite life and accordingly is not being amortized.

·	During fiscal 2010, Youchange, Inc. issued 683,197 shares of its common stock upon conversion of $500,000 in convertible notes plus $13,681 of unpaid accrued interest.

As described in more detail above, on March 30, 2010, BSFG acquired all 7,183,197 of the issued and outstanding common shares of Youchange, Inc. from Youchange, Inc. shareholders in exchange for 21,549,591 shares of BSFG Common Stock. Youchange, Inc. shareholders received three shares of BSFG Common Stock for each share of Youchange, Inc.

In conjunction with the reverse merger, the Company issued 1,456,000 shares of its common stock as partial compensation for the purchase of the BSFG. The shares were valued at $0.34 per share, which was the closing stock price on March 30, 2010. The total fair value of these common shares of $495,040 was expensed as an acquisition cost.

F - 12

As a result of the reverse merger there were a total of 35,405,588 shares of our common stock issued and outstanding immediately following the transaction, of which the former Youchange, Inc. shareholders held 61%. For accounting purposes, Youchange, Inc. is the acquirer in the reverse merger transaction.

During fiscal 2011, we issued common shares for the following transactions:

·	During July 2010, we entered into a one-year consulting agreement with Naser Ahmad through NOMA Enterprises, LLC to provide services as Chief Technology Officer of Youchange, Inc., and issued 333,333 shares of our common stock as compensation for such services. The term of this agreement is from January 1, 2010 to December 31, 2010. As of June 30, 2010, we had accrued $60,000 of compensation expense, which was paid by way of the issuance of one half of these shares. We recognized the remaining $33,333 of expense during July 2010 for the 333,333 total shares issued, which was recorded as professional fees. The consulting agreement has not been renewed as of the date of this filing; however, Mr. Ahmad has continued to provide services to the Company on a month-to-month basis for $10,000 per month, and we issued an additional 142,528 common shares during June 2011 as compensation for the six months ended June 30, 2011.

·	During July 2010, we entered into a licensing agreement with a strategic partner for access to a database for pricing of used consumer electronic goods. We issued 193,322 shares of common stock upon the execution of this agreement. We terminated this agreement in fiscal 2011. We expensed $54,130 as general and administrative expense for the issuance of the 193,322 shares of common stock during July 2010.

·	During December 2010, we entered into a one year consulting agreement with Mary Juetten, through Protect your Intellectual Property (PIP), LLC to provide services as Chief Operating Officer of Youchange, Inc. The term of this agreement is from October 1, 2010 to September 30, 2011. During fiscal 2011, we issued a total of 625,625 shares of our common stock as compensation for services and recognized $160,250 of expense for the issuance of these shares, which was recorded as professional fees. Additionally, we recognized expense of approximately $18,000 for cash-based consideration paid to Ms. Juetten’s for her services as Chief Operating Officer of Youchange, Inc, which is also recorded as professional fees.

·	During March 2011, we raised $250,000 through the sale of 1,000,000 common shares in a private placement transaction with an accredited investor at a sales price of $0.25 per common share.

·	During June 2011, we issued 28,506 common shares to Richard Papworth, our Chief Financial Officer for services rendered. We expensed $12,000 as professional fees for the issuance of these shares.

·	During fiscal 2011, we issued 615,886 common shares upon conversion of principal and interest previously outstanding on convertible notes payable. These transactions are discussed in more detail in Note 8.

·	During fiscal 2011, we also issued 81,439 common shares in exchange for other professional services. We expensed $29,022 as general and administrative expense for the issuance of these shares.

During fiscal 2012, we issued common shares for the following transactions:

·	During fiscal 2012, we issued 248,522 common shares to an entity controlled by Naser Ahmad, the Chief Technology Officer of Youchange, Inc. We expensed $90,000 as professional fees for the issuance of these shares.

·	During fiscal 2012, we issued 249,705 common shares to Richard Papworth, our Chief Financial Officer for services rendered. We expensed $98,000 as professional fees for the issuance of these shares.

·	During July 2011, we issued 436,337 common shares upon conversion of principal and interest previously outstanding on convertible notes payable, of which 103,296 was with a related party. These transactions are discussed in more detail in Note 8.

·	During fiscal 2012, we issued 895 common shares to note holders for the payment of interest on those notes. We expensed $358 as interest expense for the issuance of these shares. These transactions are discussed in more detail in Note 7.

·	During fiscal 2012, we issued 287,837 common shares to an entity controlled by Derrick Mains, our Executive Vice President of Business Development and Operations, for services rendered. We expensed $114,000 as professional fees for the issuance of these shares.

·	During fiscal 2012, we issued 110,408 common shares to Dan Fogel, our Vice President of Strategic Initiatives, for services rendered. We expensed $44,000 as professional fees for the issuance of these shares.

·	During fiscal 2012, we raised $325,000 through the sale of 1,300,000 common shares in a private placement transaction with seven accredited investors at a sales price of $0.25 per common share.

·	During fiscal 2012, we also issued 1,961,006 common shares in exchange for other professional services. We expensed approximately $697,423 as professional fees and approximately $3,000 as marketing expense for the issuance of these shares.

F - 13

5. Related Party Advances

During the year ended June 30, 2012 we received $40,500 in short-term advances from Jeffrey Rassás, our Chief Executive Officer and Chairman of our Board of Directors, of which, all $40,500 was repaid by June 30, 2012.

6. Short Term Note Payable to BSFG

On January 1, 2010, Youchange, Inc. entered into a $75,000 note payable agreement with the previous shareholders of BSFG, which, together with a $50,000 cash payment and the issuance of 1,456,000 common shares following the reverse merger, was used to complete the reverse merger with BSFG. The payable was due in two equal installments, which were due on April 1, 2010 and June 30, 2010. In the event we failed to pay the first installment in full, under the terms of the agreement, the entire balance would accrue interest at 9.0% per annum retroactive from January 1, 2010. We may pay this interest penalty in cash or stock at a price of $0.05 per share, at our option. The first payment of $37,500 was paid when due on April 1, 2010. In September 2012, the note was sold to a third party who agreed to convert the note to common shares of the Company’s stock at a conversion rate of $0.20 per share.

7. Notes Payable and Advances

The following summarizes notes payable activity following the reverse merger described in Note 1:

·	During November 2011, we issued a $25,000 note payable with an unrelated, accredited third party in exchange for cash. The note matures 60 days from the date of issuance and bears interest at a rate of 10.0% per annum with an increase to 12.0% per annum following the maturity date. We paid $5,000 against this note in March 2012, and we repaid the remaining $20,000 in April 2012.

·	During November 2011, we received $10,000 from an unrelated party under a short-term advance. This advance was repaid during December 2011 with a stated interest amount of $100.

·	During March 2012, we received $6,000 from an unrelated party under a short-term advance. The advance has no stated maturity nor stated interest rate. We paid interest at the rate of 10% through the issuance of 375 shares of our common stock.

·	During March 2012, we received $10,000 from an unrelated party under a 30 day advance. This advance was repaid as of March 31, 2012.

·	During March 2012, we also received $25,000 from an unrelated party under a 30 day advance with a stated interest rate of 10%. This advance was repaid in April 2012. The interest was paid through the issuance of 520 shares of our common stock.

F - 14

8. Convertible Notes Payable

The following summarizes convertible notes payable activity following the reverse merger described in Note 1:

·	During July 2010, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matured on January 19, 2011 and bears interest at a rate of 12.0% per annum. The note and any accrued interest may be converted at any time, at the discretion of the investor, to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, there was no beneficial conversion feature associated with this convertible note. During July 2011, this convertible note, plus $3,178 of accrued interest, was converted to 112,713 common shares.

·	During August 2010, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matured on February 6, 2011 and bears interest at 12.0% per annum. The note and any accrued interest may be converted at any time, at the discretion of the investor, to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, there was no beneficial conversion feature associated with this convertible note. During July 2011, this convertible note, plus $2,999 of accrued interest, was converted to 111,996 common shares.

·	During September 2010, we issued a $22,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and bears interest at a rate of 8.0% per annum. The note and any accrued interest may be converted at any time, at the discretion of the investor, to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, there was no beneficial conversion feature associated with this convertible note. During June 2011, this convertible note, plus $1,247 of accrued interest, was converted to 92,983 common shares.

·	During September 2010, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matured 61 days from the date of issue and bears interest at a rate of 8.0% per annum. The Company had the right to extend the maturity of this note an additional 30 days. The note and any accrued interest may be converted at any time, at the discretion of the investor, to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $5,500 for this convertible note. During July 2011, this convertible note, plus $2,083 of accrued interest, was converted to 108,332 common shares.

·	During October 2010, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.30 per share. During June 2011, this convertible note, plus $1,250 of accrued interest, was converted to 87,500 common shares.

·	During November 2010, we issued a $13,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.30 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $1,083 for this convertible note. During June 2011, this convertible note, plus $580 of accrued interest, was converted to 45,268 common shares.

·	During December 2010, we issued an $8,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.30 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $1,334 for this convertible note. During June 2011, this convertible note, plus $320 of accrued interest, was converted to 27,735 common shares.

·	During December 2010, we issued a $90,000 convertible note with an unrelated, accredited third party in exchange for cash. The note is secured by all of the assets of the Company, matures two years from the date of issuance and may be accelerated if the Company raises $1.0 million in private financing before the maturity date. The note bears interest at a rate of 12.0% per annum and is convertible at any time, at the discretion of the investor, to shares of our common stock at a rate of $0.25 per share. Unpaid accrued interest is convertible at any time, at the discretion of the investor, to shares of our common stock, with the conversion rate equal to the average closing price of our common stock for the ten days preceding such conversion. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $23,400 for this convertible note. During January 2011, this convertible note, plus $600 of accrued interest, was converted to 362,400 common shares.

F - 15

·	During March 2011, we issued a $25,000 convertible note with the spouse of a previous officer of YouChange, Inc in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $25,000 for this convertible note. During July 2011, this convertible note, plus $824 of accrued interest, was converted to 103,296 common shares.

·	During August 2011, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.30 per share. Based on our share price at the time the note agreement was entered into, there was no beneficial conversion feature associated with this convertible note.

·	During October 2011, we issued a $10,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures three months from the date of issuance and may be extended by an additional 30 days if the Company so chooses. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $5,200 for this convertible note. This note was repaid as of the date of this filing. Although this note is past its maturity, the holder has verbally agreed to exercise the conversion feature.

·	During December 2011, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures six months from the date of issuance and may be extended by an additional 30 days if the Company so chooses. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $25,000 for this convertible note. The note has a default penalty interest rate of 12%. Although this note is past its maturity, the holder has verbally agreed to exercise the conversion feature.

·	During January 2012, we issued a $25,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures six months from the date of issuance and may be extended by an additional 30 days if the Company so chooses. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $9,500 for this convertible note. The note has a default penalty interest rate of 12%. Although this note is past its maturity, the holder has verbally agreed to exercise the conversion feature.

·	During February 2012, we issued a $24,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $4,800 for this convertible note.

·	During February 2012, we issued a $24,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $6,720 for this convertible note.

·	During March 2012, we issued a $5,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures two years from the date of issuance and may be extended by an additional 180 days if the Company so chooses. The note bears interest at a rate of 8.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.25 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $2,400 for this convertible note.

During April 2012, we issued a $5,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matures 6 months from the date of issuance and may be extended by an additional 30 days if the Company so chooses. The note bears interest at a rate of 10.0% per annum and is convertible at any time, with accrued interest, at the discretion of the investor to shares of our common stock at a rate of $0.35 per share. Based on our share price at the time the note agreement was entered into, we recognized a beneficial conversion feature of $2,712 for this convertible note.

F - 16

As of June 30, 2012, the convertible notes payable and associated accrued interest described above are convertible into a total of approximately 576,000 common shares. All convertible notes outstanding at June 30, 2012 were unsecured.

The following are the maturities of long term debt for each of the next two years and in aggregate:

2013	$	5,000
2014		73,000
		78,000
Unamortized discount		(11,120	)
	$	66,880

9. Provision for Income Taxes

At June 30, 2012, the Company had incurred a net operating loss during the development stage of approximately $3.7 million, which may be available to offset future federal and state taxable income through December 31, 2032 and 2017, respectively. However, the utilization of the Company’s net operating loss carryforwards will likely be materially restricted in future periods due to the anticipated reverse acquisition with Earth91 Inc.. The Company has established a valuation allowance equal to the full amount of the deferred tax assets approximating $1.4 million due to the uncertainty of the utilization of the operating losses in future periods.

F - 17

A reconciliation of the federal statutory rate to the effective income tax rate for the periods presented below is as follows:

							Period from
							August 22,
							2008
							(Inception) to
	Year Ended June 30,						June 30,
	2012			2011			2012

Tax at federal statutory rate	$	650,000		$	257,000		$	1,270,000
Tax at state statutory rate		107,000			42,000			209,000
Increase in valuation allowance		(731,000	)		(285,000	)		(1,439,000	)
Non-deductible interest expense		(26,000	)		(14,000	)		(40,000	)

Net deferred	$	-		$	-		$	-

The reported amount of income tax benefit that would result from applying domestic federal and state statutory rates is not reflected in the financial statements due to the valuation allowance which offsets the tax benefit in its entirety.

Deferred income tax assets consist of the following as of June 30, 2012 and 2011:

	2012			2011

Net operating and capital loss carry forward	$	1,439,000		$	708,000
Less: Valuation allowance		(1,439,000	)		(708,000	)

Net deferred tax asset	$	-		$	-

10. Professional Fees

Included in professional fees on the accompanying Statements of Operations are charges relative to four of the Company’s officers (two of which are officers of Youchange, Inc.) of $396,500 and $327,583 for the years ended June 30, 2012 and 2011, respectively, and $887,083 for the period from August 22, 2008 (inception) to June 30, 2012. As of June 30, 2012, $42,000 was due to our officers for outstanding professional fees.

11. Commitments and Contingencies

Operating Leases

The Company leases approximately 6813 square feet of office space in Tempe, Arizona. The lease agreement expires during June 2015 and calls for rent of approximately $2,400 per month. Future minimum lease payments required by our facility operating lease are as follows for the fiscal years ending June 30:

2013	$	28,620
2014		36,792
2015		32,964

Total	$	98,376

Rent expense was approximately $35,000 and $31,000 for the years ended June 30, 2012 and 2011, respectively, and approximately $80,000 for the period from August 22, 2008 (inception) to June 30, 2012. Rent expense is included in general and administrative expense on the accompanying Statements of Operations.

F - 18

Indemnifications

During the normal course of business, we make certain indemnities and commitments under which we may be required to make payments in relation to certain transactions. These may include: (i) intellectual property indemnities to customers in connection with the use, sales and/or license of products and services; (ii) indemnities to customers in connection with losses incurred while performing services on their premises; (iii) indemnities to vendors and service providers pertaining to claims based on negligence or willful misconduct; and (iv) indemnities involving the representations and warranties in certain contracts. In addition, under our by-laws we are committed to our directors and officers for providing for payments upon the occurrence of certain prescribed events. The majority of these indemnities and commitments do not provide for any limitation on the maximum potential for future payments that we could be obligated to make.

12. Supplemental Schedule of Cash Flow Information

Supplemental cash flow information is as follows:

					Period from
					August 22,
					2008
					(Inception) to
	Year Ended June 30,				June 30,
	2012		2011		2012
Supplemental cash flow information:
Cash paid for interest	$	-	$	-	$	-
Cash paid for income taxes		-		-		-

Supplemental disclosure of non-cash investing and financing activities:
Conversion of notes payable and accrued interest o common stock		109,442		161,997		771,439
Treasury stock acquired in exchange for a reduction f amounts due the Company from Feature Marketing		-		26,250		26,250
Common stock issued for intangible asset		-		-		2,500
Effect of reverse merger		-		-		86,313
Reverse merger costs financed with note payable		-		-		75,000
Issuance of 1,000,000 shares of common stock for a note		-		-		1,000
Beneficial conversion feature		56,332		56,317		112,649

13. Subsequent events

The following subsequent events occurred in addition to those previously described in these financial statements:

·	During August 2012, we raised $35,000 through the sale of 140,000 common shares in a private placement transaction with five accredited investors at a sales price of $0.25 per common share.

·	During August and September 2012, we issued convertible notes to three unrelated, accredited third parties in exchange for $32,500 in cash. The notes matures 6 months from the date of issuance which maturity can be extended by an additional 30 days at the discretion of the Company. The notes bear interest at a rate of 10.0% per annum and have a conversion rate of $0.25 per share.

·	Subsequent to June 30, 2012, the Company awarded options for 1,000,000 common shares to Derrick Mains.

·	During April 2012, we issued a $5,000 convertible note with an unrelated, accredited third party in exchange for cash. The note matured in September 2012, 6 months from the date of issuance which maturity extended by an additional 30 days at the discretion of the Company. The note bears interest at a rate of 10.0% per annum, has a penalty interest rate of 12% and went into default on October 4, 2012. The note holder has verbally agreed to exercise the conversion feature.

F - 19