Savedaily 10K 2012 Annual report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 2012

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

333-143039

(Commission file number)

SAVEDAILY, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-8006878
State or other jurisdiction of incorporation		(IRS Employer Identification No.)

3020 Old Ranch Parkway, Suite 140 Seal Beach, CA 90740		(562) 795-7500
(Address of principal executive offices)		(Registrant's telephone number, including area code)

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

Title of each Class		Name of each exchange on which registered
Common Stock, $.001 Par Value		Over-the-Counter Bulletin Board

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

x Yes ¨ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨ Yes x No

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

x Yes ¨ No

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

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

¨ Yes x No

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the issuer as of June 30, 2012, which is the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $3,311,285 (at a closing price of $0.30).

As of March 11, 2013, 47,678,973 shares of the Company’s $.001 par value common stock were outstanding.

TABLE OF CONTENTS TO ANNUAL REPORT

ON FORM 10-K

YEAR ENDED DECEMBER 31, 2012

PART 1
Item 1.	Description of Business	3
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	19
Item 2.	Properties	19
Item 3.	Legal Proceedings	19
Item 4.	Mine Safety Disclosure	19

PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		20
Item 6.	Selected Financial Data		21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		28
Item 8.	Financial Statements and Supplementary Data		28
	Reports of Independent Registered Public Accounting Firms		29
	Consolidated Balance Sheets as of December 31, 2012 and 2011		31
	Consolidated Statements of Operations for the Year Ended December 31, 2012 and Eight Months Ended December 31, 2011		32
	Consolidated Statements of Cash Flows for the Year Ended December 31, 2012 and Eight Months Ended December 31, 2011		33
	Consolidated Statements of Stockholders’ Deficit for the Year Ended December 31, 2012 and Eight Months Ended December 31, 2011		34
	Notes to Consolidated Financial Statements		35
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		47
Item 9A.	Controls and Procedures		47
Item 9B.	Other Information		48

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	48
Item 11.	Executive Compensation	51
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	52
Item 13.	Certain Relationships and Related Transactions, and Director Independence	53
Item 14.	Principal Accounting Fees and Services	53

PART IV
Item 15.	Exhibits, Financial Statement Schedules	54
	Signatures	55

Exhibit 31	Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32	Certifications pursuant to 18 U.S.C. Sec. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Forward-Looking Statements

This Form 10-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the “Filings ”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this report entitled “Risk Factors ”) relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with Registrant’s pro forma financial statements and the related notes that will be filed herein.

PART I

ITEM 1.

BUSINESS

Overview

SaveDaily is a technology company developing, selling and supporting technological solutions for the financial services industry. SaveDaily’s solutions provide investment services and investing opportunities at price points far below industry norms for all market segments of investors. Affluent, high net worth and the mass market small investor are all served by SaveDaily investing platforms that deliver mutual funds and Exchange Traded Funds (ETFs) direct to consumer or in relationship with financial advisors. Financial intermediaries such as credit unions, banks, broker/dealers and financial services providers who have well established consumer relationships thereby controlling market channels, utilize SaveDaily’s fully automated technology solutions under their own brand. SaveDaily.com Inc. is a registered investment advisor (RIA) with the Securities Exchange Commission (SEC).

On August 22, 2011, Nine Mile Software, Inc., a Nevada corporation (“Nine Mile”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SD Acquisition Inc., a California corporation and a wholly owned subsidiary of Old Nine Mile (“Merger Sub”), and SaveDaily.com, Inc., a California corporation, pursuant to which Merger Sub would be merged (the “Merger”) into SaveDaily.com, Inc. and SaveDaily.com, Inc. would become a wholly owned subsidiary of Nine Mile. The Merger was accounted for as a reverse acquisition with SaveDaily being treated as the acquiring company for accounting purposes. Pursuant to the Merger the Nine Mile changed its name to SaveDaily, Inc. In connection with the Merger, the Company acquired 100% of the issued shares of SaveDaily.com, Inc., in a share exchange where 1.0812286 shares of the Company were issued to the shareholders of SaveDaily.com, Inc. in exchange for each share of SaveDaily.com, Inc. for a total issuance of 33,000,000 common shares. SaveDaily.com, Inc., or "SaveDaily," was formed in California in May 1999. SaveDaily.com, Inc. is a registered investment adviser subject to regulations under the Securities and Exchange Commission. The principal executive offices of the Company are located at 3020 Old Ranch Parkway, Seal Beach, California 90740.

Market

Personal consumption, or what people do as consumers, represents about 70% of the United States Gross Domestic Product and represents the largest influence on our economic health. As larger groups of consumers age and spend more, the economy grows. When large groups in the population pass their peak stage in spending, the economy slows down. Banks see a slowdown in mortgage loans, car loans, and insurance related products and their affluent customers tend to decrease spending and tend to adopt more conservative stances regarding investments. These factors collectively result in decreased revenues to the banks. Institutions providing retail banking services are seeking to make up this revenue in growing instances by providing additional services to their less affluent retail customers who together make up about 90% of the population in the United States. Because of the ubiquitous nature of banking in today’s electronic world, retail banking customers can change banks virtually overnight. This creates an ultra-competitive environment for banks and the financial services industry at large, resulting in an extremely price sensitive and customer service sensitive market space. Consumers of financial services through banks, credit unions, traditional financial service firms, and non-traditional financial intermediaries, expect low price points for services generally reserved for the affluent consumers of the previous generation. In order for these financial institutions and intermediaries to retain and grow their existing customer bases they must address these facts.

The 2010 Investment Company Fact Book (the “Fact Book”), published by the Investment Company Institute, details the characteristics of the mutual fund industry through its research into the investment companies that issue mutual funds. Its latest report indicates that 21% of household assets in the United States are made up of mutual funds. Coupling this demonstrated desire to invest in mutual funds with the aforementioned price sensitivity of the demographic currently being served by the banks and the financial services industry at large, SaveDaily believes that operates in an environment where a full-service low priced mutual fund investing platform becomes extremely attractive to the 90% of the U.S. markets not considered affluent and not being served under the offerings typically made available by the financial services industry.

Solutions, Products and Services

SaveDaily developed (over nine years) and owns a proprietary financial services platform, the most recent version being in production for about five years, helping financial intermediaries succeed in bringing suitable and affordable investment services to everyday savers and affluent investors. In the view of management of SaveDaily, the mass market class is in special need of affordable access to the relationships and investment strategies typically reserved only for affluent investors. SaveDaily was founded to provide people of all income levels the information and tools necessary to invest and self manage their short and long term investment goals.

The everyday saver is often under-served because the acquisition and maintenance of their accounts are often unprofitable or only marginally profitable for financial institutions and brokerage houses. SaveDaily's proven proprietary technology is a low cost, private label solution for these financial institutions designed specifically to serve the mass market - commonly referred to as the small investor and mass affluent investor, making up 90% of the investing population. Our private label platform offers mutual funds and any daily valued product investments for both qualified and non-qualified account types.

The SaveDaily platform provides straight through processing, record keeping and all-electronic money movement. With a complete end-to-end technological infrastructure, the financial services, defined contribution, and asset management market users gain a feature rich, low cost, efficient, easy to use, and easy to deploy servicing platform. This open architecture, omnibus trading platform is flexible and unencumbered by laborious manual processes. Management believes that by remaining mutual fund agnostic, bank agnostic and clearing firm agnostic, SaveDaily’s platform delivers mutual funds, its feature set, and a price point our partners need to provide superior services to their investor clients at increased profit levels. Leveraging its scalable, all-electronic, sub-accounting and money movement platform, SaveDaily believes that it currently offers the industry's lowest cost, private-labeled, investment solutions to large banks, community banks, credit unions, and broker dealers. By helping these entities bring their investors completely private-labeled solutions, delivered under their respective brands, and leveraging virtually any mutual fund and virtually any third party money manager(s), investors in our service sets enjoy access to advisory services generally not readily available to this investor class.

By using its platform products, business partners of SaveDaily gain the ability to attract new customers, retain existing customers, lower servicing costs, and derive new revenue streams by incorporating a customizable mutual fund investing solution into their existing offerings. SaveDaily enables partner organizations to accelerate time-to-market by providing turn-key solutions and a robust Applications Programming Interface that supports tight integration between SaveDaily's investor platform and their existing infrastructure, at any back-office or consumer touch point.

By utilizing SaveDaily's proprietary platform products clients are able to initiate brokerage services with consumer direct offerings, augment existing programs with financial advisors, more efficiently oversee portfolio management of trust funds, 401(k) Plans, 403(b) Plans, Safe Harbor IRA Rollovers, and provide for managed fund accounts. SaveDaily offers a full-service record keeping facility, providing participants with daily valuations and full-featured web access, all while maintaining compliance with pre-determined mutual fund models or approved product lists. All tax reporting, performance reporting, confirmation, and statement delivery is to be provided by SaveDaily directly to investors, or integrated into existing partner operations, for a seamless flow of regulated information to the investors

SaveDaily’s solutions are operating successfully in its defined markets. SaveDaily offers investments and record-keeping services directly to clients via its website located at www.savedaily.com, as well as indirectly to clients of business partners through a variety of white-labeled interfaces. Through its various online portals, clients are able to find educational information, investment and account type wizards, and can open and transact mutual fund investments in individual, joint, custodial, IRA, ESA, Qualified and HSA accounts.

SaveDaily has formed strategic joint ventures to provide investment services to ethnically focused communities, religiously focused communities, and socio-economically focused communities, including African-American, Latino-American, and economically underserved and un-banked populaces. In these communities, SaveDaily is providing managed accounts of all tax types in conjunction with its strategic partners, who are themselves focused in these market places.

SaveDaily has partnered with UMB Bank, N.A. to provide Safe Harbor Automatic Rollover IRAs to terminated participants of qualified retirement plans, and has entered into over 1,500 agreements with retirement plan sponsors to handle their Safe Harbor Automatic Rollover IRAs.

SaveDaily also partners with third party administrators (TPAs) to create and offer a 401K/Qualified plan record-keeping platform aimed at TPAs, payroll associations and financial advisors. The platform was created to be private labeled by distribution partners, with SaveDaily providing record-keeping, trading, settlement and customer support.

SaveDaily launched an HSA investment sub-account product in 2007. This product is designed to link with existing banks and other entities that provide or manage direct deposit account support for HSAs. In September of 2007, SaveDaily was selected as the investment solution for the largest HSA provider in the country, which began deployment of the company's solution to its client base in October of 2008.

In December 2012, SaveDaily announced that it was entering into the managed asset business. SaveDaily has since entered into agreement with Milliman Financial Risk Management LLC to sub-advise its set of managed investment portfolios based entirely upon The Milliman Protection Strategy™. Financial advisors of sponsoring US domestic banks will have the SAVY Protection Strategy available for their clients in the second quarter of 2013. SaveDaily.com Inc., is a SEC registered investment advisor doing business as SAVYInvesting.

The Company's platform is deployed for use in multiple account types: qualified retirement plans, Health Savings Investment Accounts, Safe Harbor Automatic IRA Rollovers and the direct to consumer space. Through these offerings, SaveDaily delivers professionally managed mutual funds and advice driven investment allocation models. Regardless of the market space being served, SaveDaily delivers its service set for what it believes to be a low annual fee, collected monthly, quarterly, or annually, without imposing limits on the number of mutual funds within an account. SaveDaily also allows numerous transactions within those mutual funds, generally requires no minimum transaction amounts, and has no excessive trading penalties. Comparatively low asset based fees may also be levied for the use of advice driven models composed of allocations of mutual funds. This pricing approach represents one of the lowest pricing models in the industry to our partners and ultimately to the investors using these services. As an end-to-end deliverable, investors are able to enjoy a feature rich, fully regulatory compliant, investing platform, trading virtually all mutual funds made available by issuers.

The core of our deliverable is an integrated library of Applications Programming Interfaces (API) that can be either integrated into our partner’s existing infrastructure or hosted as a stand-alone financial management system. SaveDaily built its API on a scalable, all-electronic, sub-accounting and money movement framework. The API allows SaveDaily to readily deliver its service set under a private-label approach to its partners. SaveDaily delivers this API to its partners, including non-traditional financial services providers, employee benefit program providers, and financial intermediaries, enabling them more efficiently to offer mutual fund products and value-added financial services to a broader spectrum of investor accounts, across a multitude of interactive consumer touch points. Features of the API include:

Full electronic record-keeping of financial transactions (electronic confirmations, statements, transaction histories, tax records, etc.)

Integration and compliance with all technology and regulatory requirements (SEC, security licenses, privacy practices, ACH, etc.)

Straight through processing of transactions (paperless brokerage, e-registration, etc.)

An open architecture, expandable for future services

Full integration with partner systems enabling a private-label strategy

Framed solution to facilitate small or niche marketers

SaveDaily augments its API with complete technology support, financial advisory and educational services, and electronic assessment and interactive asset allocation tools to create a transparent investor environment and a robust, turn-key investing and commerce platform for our partners.

SaveDaily’s efficient and low cost structure can result in higher margins for those partner organizations currently offering mutual fund investing to their existing customer base. In addition, the platform enables its partners to service profitably even the lowest income consumer segments with top-tier mutual fund investment securities, opening the door to entirely new markets and revenue opportunities.

Competitive Features:

SaveDaily believes that it is competitively positioned to offer mutual fund investing solutions to its partners via through SaveDaily's proprietary platform. Having logged over 8 years towards development and solution refinement, invested significant financial resources and forged key strategic operational partnerships, SaveDaily has achieved "first mover" status in the industry, resulting in an array of competitive advantages:

New Business Processes Result in Low Cost Infrastructure for the Industry – SaveDaily built its platform with a focus on efficiency and cost-effectiveness unconstrained by legacy systems. The platform utilizes technology to reduce costs for providers in existing markets and create new market opportunities for non-traditional financial services providers.

Proprietary Sub-Accounting and Record Keeping System – SaveDaily has created an all-electronic, low cost sub-accounting system that often materially reduces the cost of administering a brokerage account.

Straight Through Processing – SaveDaily’s platform utilizes straight through processing of mutual fund transactions, connecting its partners’ investors directly to the investment product, reducing the number of steps and people involved in transaction processing.

Money Movement Technology Architecture – The platform’s multi-source/multi-destination money movement architecture is capable of receiving funds from a variety of sources and pushing funds to a variety of destinations via secure electronic networks, resulting in nearly frictionless transactions.

Completely Paperless System - The platform supports online registration, electronic transactions via the ACH network, electronic trading capabilities, electronic confirmations, electronic prospectuses and quarterly statements, and electronic tax reporting.

Micro-Investing Capability Attracts New Investors – SaveDaily’s platform enables investors the ability to invest amounts as small as $0.01 into multiple nationally known mutual funds. This capability enables partners to serve mass market and mass affluent investors, addressing an estimated 51% of domestic households that have yet to purchase mutual funds.

Breadth of Expertise – In developing and delivering the platform, SaveDaily has acquired a cross-discipline combination of re-engineered processes, innovative technology, business agreements with fund providers and banking entities, financial licenses, and a carefully designed legal and regulatory structure.

Customizable Private-Label Solution is Built for Integration – SaveDaily has applied the knowledge it has gained from in its years of experience running a direct-to-consumer website to optimize the platform specifically for partner integration. The Application Programming Interface (API) based model, open architecture, and adherence to data transfer standards allows forr transparent integration in support of our partner’s branding efforts.

In summary, SaveDaily's technology platform allows clients to reduce costs of managing investment accounts to price points that are consumer friendly and profitable for the service provider. The scalable design of the technology allows for rapid expansion and integration with existing programs. In management's view “SaveDaily brings the investment world of Wall Street to the savings needs of Main Street.”

Sales, Marketing and Distribution

SaveDaily provides its platform to partners that have large existing customer bases with a propensity to invest, regardless of income level or experience. Through these relationships, SaveDaily is creating an extended distribution channel for low cost mutual fund investing, growing investment accounts and clients. These partners include traditional financial services providers and non-traditional intermediaries, such as affinity groups and retailers that are focused on providing services to the workplace and directly to consumers. SaveDaily enters into servicing agreements with these established partners in order to accelerate account growth. SaveDaily is targeting the following distribution markets:

	§	Retail Banking Industry
	§	Brokerage Industry
	§	Employer Services Industry
	§	Non-traditional Financial Services Providers

Benefits to the Mass Affluent and Mass Market Investors:

	§	Low monthly fee covers no limits on the number of funds within an account, numerous transactions within those mutual funds, no minimum balance and no minimum investment amount.
	§	Easy to use tools geared for the everyday saver and investor (mass market and mass affluent).
	§	Ability to invest towards core financial goals.
	§	24/7 access.
	§	Accessibility to virtually all available mutual funds.
	§	Automatic Investment Plans – “out of sight/out of mind” investing.
	§	Flexible investment and planning tools.

Benefits to SaveDaily’s Partners:

All Target Partners:

	§	Profitably service existing retail customers and expand customer base.
	§	Low monthly fee covers no limits on the number of funds within an account, numerous transactions within those mutual funds, no minimum balance and no minimum investment amount.
	§	Automatic allocation and rebalancing of professionally managed products.
	§	New revenue streams and ability to have higher margins on account fees and asset based fees.
	§	Retain customers and prevent erosion of captive funds to external brokerage providers.
	§	Private-labels promote existing brands and enhances customer loyalty.
	§	Wealth transfer tools inspire family loyalty, client retention, and asset retention.
	§	Infrastructure based on open systems and industry standards.
	§	All related compliance and regulatory requirements managed.
	§	Data mining and report generation for account management/administration/review.
	§	Improve public relations by empowering the small investor.

Retail Banking Industry:

Large Banks, Community Banks, and Credit Unions:

	§	Allows banks to expand their asset management business to retail customer base and beyond.
	§	Prevents erosion of captive assets to external brokerage accounts.
	§	Represents new product and incremental fee income from existing base.
	§	Automated account management enables high-touch/low-cost advisory services.
	§	Increase touch points into household.
	§	Minimizes/eliminates need for commission based personnel, reducing compliance risk.
	§	Bring beginning investors and lower income households into the asset accumulation.

Brokerage Industry:

Large Wire Houses and Small-Medium Broker Dealers:

	§	Rapid growth of assets under management by penetrating deeper levels of U.S. demographic.
	§	Provides personalized client experience with reduced impact on investment advisors.
	§	Dramatic reduction in paper for existing operations.
	§	Dramatic reduction in costs of operations associated with mass affluent account maintenance.
	§	Increase touch points into household.

Employer Services Industry:

Affinity Based Services Providers, Third Party Administrators, and Employer Groups:

	§	Ability to offer non-qualified investment program to complement qualified plan offerings.
	§	Affordable to substantially all employees.
	§	Support for payroll deduction and consolidated statements.

Non-traditional Financial Service Providers:

Existing Market Under-Defined Targets:

The Fact Book estimates that, since about the year 2000, the mutual fund industry has experienced average annual growth of over 15%, resulting in mutual fund assets growth from about $7 trillion to nearly $11 trillion by the end of 2009. At the end of 2009, there were approximately 271 million mutual fund accounts in the United States, representing 44% of U.S. households (51.6 million U.S. households or about 90.2 million investors), having an average account balance of $40,500. The market addressed by SaveDaily’s products represented nearly $5.5 billion in revenue in 2009 from account administration and servicing fees, in addition to advisory and distribution fees from assets under management.

Of the 271 million mutual fund accounts, the Tower Group estimated that 20% of these were serviced by third party transfer agencies and record keeping services, representing a total of about 54 million accounts. At an annual average of $48 per account for transfer agency and record-keeping services provided via the SaveDaily platform, the annual market opportunity for these services is nearly $2.5 billion.

Registered Investment Advisors typically charge investors an annual advisory fee of between 1% and 3% of assets under management for financial advice and management of their portfolio. Additionally, mutual fund companies pay out distribution fees of between 25 and 40 basis points annually on total assets under management to intermediaries who sell their mutual funds. Assuming an annual advisory fee of 50 basis points and earned distribution fees of 32.5 basis points, the annual revenue opportunity for the 20% of accounts currently serviced by third party record keeping services is approximately $18 billion.

New Market Under-Served Targets:

The platform’s low cost structure enables financial services providers to profitably serve smaller accounts than previously practical, thereby increasing the numbers of this serviceable market. This increased market opportunity could result in nearly 220 million additional accounts, representing an annual market opportunity of $2.1 billion (again based on the Tower Group estimate of 20%) in transfer agency and record-keeping services. These potential accounts are based on the estimated total number of accounts possible in the U.S. as extrapolated from existing accounts versus percent of households in the U.S. they represent (about 615 million possible accounts).

Due to the low cost structure of the platform, SaveDaily believes that it is currently one of the few companies able profitably to service this additional market of accounts.

Sales Strategy:

Rather than marketing its services directly to consumers, SaveDaily looks to partner with financial services intermediaries that currently have both small and large customer bases with a propensity to invest, regardless of income level or experience. Through these relationships, SaveDaily is creating an extended distribution channel for low cost mutual fund investing, fueling investment account growth, and reaching out to savers and investors through partners. These partners include traditional financial services providers and non-traditional intermediaries, such as affinity groups and employer service providers that are focused on providing services to the workplace and directly to the consumer. SaveDaily delivers its technology and services to partners who wish to accelerate account growth and offload the burden and cost of customer acquisition. These partners can include large wire houses, large banks, and large broker/dealers that are currently divesting themselves of the mass market and mass affluent investors because of their high cost of operations generally associated with this consumer class. Furthermore, SaveDaily believes that it can benefit by leveraging the brand equity of our partners and the ‘trusted provider’ relationship they have with their consumers, particularly in the credit union and community bank markets, where these institutions have already expended material resources and time to build strong member relationships and wish to build reinforced, longer-term loyalty within their existing consumer bases.

SaveDaily is pursuing two approaches to engage in partnerships and reach consumers through those partners; (1) direct sales and (2) working through intermediaries.

Direct Sales:

SaveDaily is focusing on engaging partners directly to leverage its platform for the purpose of offering financial services to the partner’s audience. In these instances, SaveDaily works directly with each of its industry partners to design the solution, to ensure a successful deployment, and to maximize participation by the partner’s consumer base. Direct Sales resources include:

Full-Time Internal Sales Professionals

SaveDaily’s sales professionals are focused on providing the technology solutions necessary for our partners to serve the mass market and create class leading efficiencies in its four target areas. SaveDaily’s Director of Business Development has extensive experience selling solutions into these target areas.

Consultants and Subject Matter Experts

The company has and will continue to establish performance-based contracts with independent consultants to capitalize on their “spheres of influence” and further penetrate its target areas.

Intermediaries:

To augment its partnering efforts in the direct channel, SaveDaily has and will continue to enter into co-brand and white label services agreements with intermediaries to increase distribution to partners in the four target areas. These intermediaries are licensed to sell value added services (based on SaveDaily’s platform) directly to partners, and will in turn pay SaveDaily an annual account fee for each Investment Account opened through the partner. For example, a Professional Employer Organization (PEO), acting as an intermediary, could offer non-qualified Investment plans to the employees of multiple client companies.

SaveDaily has and will continue to establish co-marketing arrangements; whereby an intermediary can initiate the interest of a partner and introduce SaveDaily to an opportunity. In these cases, SaveDaily would share a portion of the resulting revenues with the intermediary. Establishing an intermediary channel allows SaveDaily to expand distribution and reach of its solutions without incurring a proportionate expense.

Distribution Approach

SaveDaily delivers its platform to its distribution partners as either a private-labeled or co-branded solution in a completely turn-key package or as a fully customizable package, which includes the following features and services:

	§	An Application Programming Interface (API) set and a complete set of back-end services
	§	A platform is built specifically for partner integration and based on open standards
	§	Partners are free to manage the consumer-facing touch points as they desire
	§	Investors access their investment accounts via the partner’s interfaces
	§	Partner pages are subject to our compliance oversight.

SaveDaily generally requires its partners to pay SaveDaily a setup fee depending on the number of interfaces they are deploying. This fee is paid at contract execution to ensure that the resources needed for customization, partner integration, and deployment of the SaveDaily platform is funded prior to full deployment. Partners are thereafter charged a recurring annual fee per account, which can be collected monthly, quarterly, or annually. The flexibility of the SaveDaily fee engine, built into the platform, accommodates its partners’ varying business models, including any existing fee structures they have in place. Banks may, for instance, prefer to charge a monthly fee, rather than an annual, or may prefer to institute a transaction-based fee. SaveDaily’s platform permits clients to levy their preferred fee structures on its partners' behalf and remand those fees directly to those partners.

Sales Cycle:

Steps in the SaveDaily sales cycle typically include:

	1.	Develop lead lists based on criteria outlined for each target area
	2.	Engage partner existing contact network – no "cold calling" of end user customer or clients of intermediaries
	3.	Qualify a potential partner and identify decision maker(s) for that partner
	4.	Provide preliminary sales materials to potential partner and/or conduct conference calls/demonstrations as appropriate

	5.	Gather program requirements and generate proposals/statements of work
	6.	Prepare rollouts/implementation plan(s) (pilot if necessary) and negotiate contract
	7.	Execute Contract
	8.	Ensure satisfactory implementation and launch
	9.	Market additional services as needed or appropriate.

In general, non-traditional financial service providers will have the shortest sales cycle due to their focus on revenue generation, propensity towards technology-enabled services, customer focus and need to increase value-added service offerings, and their willingness to let SaveDaily manage compliance and regulatory issues.

Competition

Direct Competitors:

SaveDaily views direct competitors as product and service providers who are targeting the same market with similar products and services. By this definition, SaveDaily believes that its principal current, direct competitor is ShareBuilder, currently a subsidiary of ING Direct.

ShareBuilder focuses on fractional share equity (stock) trading, an industry segment SaveDaily believes is ill-suited for the mass markets and the emerging investor markets. Mutual funds are generally viewed as a sounder alternative for the emerging investor because they are professionally managed and their inherent diversification is believed to result in less risk and volatility than individual stocks.

ShareBuilder’s revenue model differs significantly from SaveDaily’s. ShareBuilder’s solution is either offered as a transaction fee based model ($19.95 per trade) or a monthly subscription model ($12 plus $7.95 per trade). In either case, the pricing structure for partners and their end users is currently higher than SaveDaily’s basic pricing structure of $5.95 per month for multiple positions, numerous transactions, and no minimums. SaveDaily’s low cost structure can result in a more profitable model for partners and is a more affordable model for the end-user. This model allows the end-user to make changes to their holdings at any time without worrying about associated costs of doing so, e.g., the costs of one or more trades. Additionally, the revenue generated for partners offering ShareBuilder is not as favorable when compared to the revenue potential related to SaveDaily’s platform.

ShareBuilder’s co-branded solution is not intended to integrate into partners’ existing web infrastructures. The ShareBuilder solution is offered primarily as a separate product linked from the partner site, in contrast to the integration offered by the SaveDaily platform. SaveDaily’s ASP design promotes a private-label strategy that is a better fit for intermediaries that have committed a significant amount of resources in building brand equity. When a customer chooses to participate in a co-branded ShareBuilder program, the end-user is taken to the ShareBuilder site to open an account and conduct all transactions. From a SaveDaily perspective this solution does not preserve brand-equity and does not provide a transparent and seamless solution to partners. Further, end-user accounts become the accounts of ShareBuilder. End-user accounts with SaveDaily are jointly owned by SaveDaily and its partners, which SaveDaily believes will prove more attractive to potential partners.

Devenir and Broadridge are two other potential direct competitors to SaveDaily. Devenir offers investment options to public and private employers, banks, third party administrators and plan participants. Broadridge offers execution, clearing and custody services for both retail and institutional firms.

Indirect Competitors:

SaveDaily views indirect competitors as product and service providers that address different markets with similar products and services. Nonetheless, they should be considered competitors because these companies could change their business strategy or augment existing lines of business to address SaveDaily’s target markets with similar products and services.

Private-Labeled Banking and Brokerage Service Providers:

Currently, there are several companies known to SaveDaily that offer outsourced private-labeled Internet banking and brokerage solutions, all with a much higher cost structure than SaveDaily would offer these same services. In some cases, these companies offer a more robust solution, however, their cost structure can prohibit them from entering the mass markets SaveDaily services, and they currently compete in the crowded market for affluent investors. SaveDaily has a competitive proposition based on a price-performance basis versus these companies. SaveDaily addresses a specific niche of the total market and delivers a solution that cost-effectively enables our partners to serve the newly emerging markets in this niche. However, with their substantially greater capital and human resources, these private-labeled banking and brokerage solution providers have the potential to develop a product similar or even superior to SaveDaily’s. SaveDaily intends to monitor the activities of these companies and look to build relationships with them if they show interest in the emerging mass market or mass affluent market. Companies that provide outsourced Internet banking services to financial institutions include Online Resources, FundsXpress, HomeCom, Financial Fusion, NetZee, Liberty, and Virtual Financial. Also, vendors such as Corillian, Digital Insight and S1 Corporation, who primarily target the larger financial institutions, may someday decide to compete with us in our market segment. In addition, several of the vendors offering data processing services to financial institutions that offer their own Internet banking solutions, including EDS, Fiserv, Jack Henry, and Metavante, could migrate their service offerings to compete with those of SaveDaily.

Mutual Fund Product Providers

While SaveDaily distributes mutual fund products, the fund providers are capable of allowing low cost investing, by either targeting consumers directly or by going through other intermediaries. Through partnership conversations with several fund companies, it is clear that the majority of mutual fund product providers prefer to distribute through brokerages. Mutual fund companies are reluctant to go direct to consumers due to the channel conflicts this creates with existing distribution relationships. In addition, these fund providers are heavily dependent on traditional transfer agents for record keeping and transaction services, which generally maintains the current cost structures.

Partners/Customers with “Roll your Own” Strategy

SaveDaily could experience competition from its own partner financial institutions and potential partners who develop their own electronic trading solutions. Rather than purchasing products and services from third-party vendors, financial institutions could develop, implement, and maintain their own services and applications. In general, SaveDaily’s low cost structure and ability to deliver a complete solution will be compelling reasons for partners to “buy rather than build”. The ability to private label SaveDaily’s solution allows a partner to focus on its core competencies and to preserve its brand while still benefiting from SaveDaily’s low cost structure. The development and rollout expenditures of developing in-house solutions results in increased costs, decreased margins, and time-to-market issues for the intermediary. In addition, the opportunity costs to develop in-house solutions results in reallocation of internal technical resources that could be used for other projects. The ongoing maintenance costs would further decrease the value of the solution. SaveDaily believes that its blend of proprietary technology, low cost structure, relationships with fund providers and banks, and compliance with the regulatory agencies represents a cross-discipline combination of expertise that would be significant barriers to entry for most of SaveDaily’s potential partners to replicate.

Legal and Compliance Overview:

SaveDaily.com, Inc. is a Registered Investment Advisor. As a federally-registered investment advisor, SaveDaily is authorized to provide investment advisory services in all fifty states. SaveDaily's activities are regulated by the SEC pursuant to the Investment Advisors Act of 1940 (the "Advisors Act") and the rules promulgated by the SEC under the Advisors Act. SaveDaily, through its broker-dealer partners makes mutual funds available to its clients. SaveDaily's broker-dealer partner is a member of the Financial Industry Regulatory Authority (FINRA) and must comply with various rules of that organization.

Patents and Proprietary Rights

Not Applicable

Employees

As of March 25, 2013, the Company had 19 employees, including six in design and development, six in sales, marketing and business development, three in operations and customer support and four in general and administrative roles. The employees are not represented by any labor union.

Website Access to United States Securities and Exchange Commission Filings

The Company is subject to the informational requirements of the Securities Exchange Act of 1934. Accordingly, it files annual, quarterly and other reports and information with the Securities and Exchange Commission. You may read and copy these reports and other information at the Securities and Exchange Commission's public reference rooms in Washington, D.C. and Chicago, Illinois. The Company’s filings are also available to the public from commercial document retrieval services and the website maintained by the Securities and Exchange Commission at www.sec.gov.

Government Regulation and Approval

Like all businesses, the Company is subject to numerous federal, state and local laws and regulations, including regulations relating to patent, copyright, and trademark law matters.

Cost of Compliance with Environmental Laws

The Company currently has no costs associated with compliance with environmental regulations, and does not anticipate any future costs associated with environmental compliance; however, there can be no assurance that it will not incur such costs in the future.

ITEM 1A.

RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities. The statements contained in or incorporated into this report that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. The list of Risk Factors below does not set forth or contain all of the information you should consider before making an investment. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of SaveDaily Common Stock could decline, and you may lose all or part of your investment.

Risks Relating to the SaveDaily Business

In this discussion of the “Risks Relating to the SaveDaily Business,” unless otherwise noted or required by the context, references to “us ,” “we ,” “our, ” “the Company” and similar terms refers to SaveDaily, the operating business of SaveDaily, Inc. after the consummation of the Merger.

Our future operating results may fluctuate and cause the price of the Company’s Common Stock to decline.

We expect that our operating results will continue to fluctuate significantly from quarter to quarter due to various factors, many of which are beyond our control. The factors that could cause our operating results to fluctuate include, but are not limited to: (i) Our ability to obtain additional financing on satisfactory terms; (ii) Our ability to attract and retain qualified employees; (iii) Our ability to successfully expand into new markets; (iv) Our ability to manage the strain on our infrastructure caused by the growth of our business; and (v) our ability to successfully partner with other companies in the pursuit of our business strategy. If our sales or operating results fall below the expectations of investors or securities analysts, the price of our Common Stock could significantly decline.

Our growth strategy requires us to grow our existing markets and expand our operations into new markets.

We cannot guarantee that we will be able to achieve our expansion goals or that our expansion efforts will be operated profitably. Further, we cannot assure you that any expansion of our operations will obtain similar operating results to those of our existing operations. The success of our planned expansion will be dependent upon numerous factors, many of which are beyond our control, including the following:

Hiring, training and retention of qualified operating personnel;

Competition in our markets; and

General economic conditions.

We have a history of operating losses, and we expect our operating losses to continue for the foreseeable future. If we fail to obtain additional financing we will be unable to execute our business plan and/or we may not be able to continue as a going concern.

To date we have not experienced positive cash flow from operations. We have funded our negative cash flow by sales of securities and debt and have limited operating cash. Although we continue to grow our total assets we can give no assurance that we will be able to achieve positive cash flow or continue as a going concern. We will likely need to raise additional funds to support our future expansion and growth plans. Our funding requirements may change as a result of many factors, including underestimates of budget items, unanticipated cash requirements, future product and service opportunities, and failure to close or bring on line new customers as currently contemplated. Consequently, we will need to seek additional sources of financing, which may not be available on favorable terms, if at all, and which may be dilutive to existing stockholders.

We may seek to raise additional financing through equity offerings, debt financings or additional corporate collaboration and licensing arrangements. To the extent we raise additional capital by issuing equity securities, our stockholders will experience dilution. To the extent that we raise additional capital by issuing debt securities, we could incur substantial interest obligations, may be required to pledge assets as collateral for the debt and may be constrained by restrictive financial and/or operational covenants. Debt financing would also be superior to the stockholders’ interests in bankruptcy or liquidation. To the extent we raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our products, or grant licenses on unfavorable terms.

In connection with our acquisition of SaveDaily.com, Inc. we agreed that, following the Merger, Nine Mile would issue up to six million shares of our Common Stock pursuant to our existing equity incentive plan and that these shares would be registered under a Form S-8. To the extent that these shares are issued and registered, they will constitute additional dilution and could cause the price of our shares of Common Stock to trade at materially lower levels. They may also make it more difficult for us to raise additional equity or debt capital, on favorable terms or at all.

We depend on our key personnel, and the loss of their services may adversely affect our business.

We are highly dependent upon the efforts of our senior management team. The death or departure of any of our key personnel could have a material adverse effect on our business. In particular, the loss of Jeff Mahony, our Chief Executive Officer, could significantly impact our ability to operate and grow the business and could cause performance to differ materially from projected results.

Our expansion may strain our infrastructure which could slow our development.

We face the risk that our existing systems and procedures, financial controls, and information systems will be inadequate to support our planned growth. We cannot predict whether we will be able to respond on a timely basis to all of the changing demands that our planned expansion will impose on management and these systems and controls. If we fail to continue to improve our information systems and financial controls or to manage other factors necessary for us to achieve our expansion objectives, our business, financial condition, operating results or cash flows could be materially adversely affected.

Past activities of Nine Mile and its affiliates may lead to future liability for the combined companies.

Prior to the Merger, Nine Mile engaged in businesses unrelated to that of our new operations. Although we have sold that business and, in connection therewith, obtained an indemnification and hold harmless from the prior chief executive officer of Nine Mile for any liabilities arising or relating to periods prior to the merger, such indemnification could prove inadequate and any liabilities relating to such prior business may have a material adverse effect on us.

If we fail to maintain the adequacy of our internal controls, our ability to provide accurate financial statements and comply with the requirements of being a public company could be impaired, which could cause our stock price to decrease substantially.

Prior to the Merger, because we operated as a private company without public reporting obligations, we had committed limited personnel and resources to the development of the external reporting and compliance obligations that would be required of a public company. We have taken and will continue to take measures to address and improve our financial reporting and compliance capabilities and we are in the process of instituting changes to satisfy our obligations in connection with joining a public company, when and as such requirements become applicable to the Company. Prior to taking these measures, we did not believe we had the resources and capabilities to do so. We plan to obtain additional financial and accounting resources to support and enhance our ability to meet the requirements of being a public company. We will need to continue to improve our financial and managerial controls, reporting systems and procedures, and documentation thereof. If our financial and managerial controls, reporting systems or procedures fail, we may not be able to provide accurate financial statements on a timely basis or comply with the requirements of being a public company. Any failure of our internal controls or our ability to provide accurate financial statements could cause the trading price of Common Stock to decrease substantially.

Management may apply the proceeds from offerings of the Company’s equity or debt securities to uses for which a shareholder may disagree.

The Company’s management will have considerable discretion in using the proceeds from offerings of the Company’s equity or debt securities, and shareholders will have limited opportunities to assess whether the proceeds are being used appropriately. Additionally, the proceeds from any such offerings may be used for corporate purposes with which shareholders may disagree.

There are restrictions on the transferability of the Common Stock.

Certain of the shares of the Company’s Common Stock, when issued, were not registered pursuant to the Securities Act and the Company has not agreed to undertake to register such shares of Common Stock. The share certificate or certificates evidencing such shares of Common Stock will bear a restrictive legend in form and substance approved by our counsel. If the Company desires, the Company may permit the transfer of the securities out of a purchaser’s name only when its request for transfer is accompanied by an opinion of counsel reasonably satisfactory to the Company that the sale or proposed transfer will not result in a violation of the Securities Act or any applicable state securities or “Blue Sky” laws.

Future government regulation may impair our ability to market and sell our products.

Our current and planned services are subject to federal, state, local and foreign laws and regulations governing virtually all aspects of our business and product offerings. As we offer existing products and services or introduce new ones commercially, it is possible that governmental authorities will adopt new regulations that will limit or curtail our ability to market and sell such products. We may also incur substantial costs or liabilities in complying with such new governmental regulations. Our potential customers and distributors, almost all of which operate in highly regulated industries, may also be required to comply with new laws and regulations applicable to products such as ours, which could adversely affect their interest in our products.

Our common stock has traded only sporadically and is expected to experience significant price and volume volatility in the future which substantially increases the risk of loss to persons owning our common stock.

The market price of our Common Stock has been and will likely continue to be subject to fluctuations. In addition, the stock market in general and the market for technology companies in particular, have from time to time experienced significant price and volume fluctuations that have been often unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may cause our common stock to materially decline, regardless of our operating performance. Because of the limited trading market for our Common Stock, and the possible price volatility, you may not be able to sell your shares of Common Stock when you desire to do so. The inability to sell your shares in a rapidly declining market may substantially increase your risk of loss because of such illiquidity and because the price for our Common Stock may suffer greater declines because of its price volatility. In the past, following periods of volatility in the stock market and the market price of a particular company’s securities, securities class action litigation has often been instituted against that company. Litigation of this type could result in substantial legal fees and other costs, potential liabilities and a diversion of management’s attention and resources.

We have not and do not intend to pay any dividends.

No assurance can be given that our proposed operations will be profitable. No dividends or distributions have been paid since inception and the payment of dividends is not contemplated in the foreseeable future. The payment of future dividends will be directly dependent upon our earnings, its financial needs and other similarly unpredictable factors. Earnings are expected to be retained to finance and develop our business.

Our executive officers and directors have significant shareholdings, which may lead to conflicts with other shareholders over corporate governance matters.

As of March 25, 2013, our directors and officers, as a group, beneficially own approximately 70.7% of our outstanding Common Stock. Acting together, these shareholders would be able to significantly influence all matters that our shareholders vote upon, including the election of directors, mergers or other business combinations and transactions.

Our securities may be characterized as “microcap stock”, and are subject to a number of unique risks.

The term “microcap stock” applies to companies with low or “micro” capitalizations, meaning the total market value of the company’s stock. Our securities are characterized as “microcap stock”, and are subject to a number of unique risks. Many microcap companies tend to be new and have no proven track record. Some of these companies have limited or no assets or operations. Others have products and services that are still in development or have yet to be tested in the market. Another risk that pertains to microcap stocks involves the low volumes of trades. Because microcap stocks trade in low volumes, any size of trade can have a large percentage impact on the price of the stock. While all investments involve risk, microcap stocks can be among the most risky.

Unless an active trading market develops for our securities, shareholders may have difficulty or be unable to sell their shares of Common Stock.

We cannot predict the extent to which an active public market for our Common Stock will develop or be sustained.

Our Common Stock is currently quoted on the OTC Bulletin Board under the symbol “SAVY.” However, currently there is not an active trading market for our Common Stock, meaning that the number of persons interested in purchasing shares of our Common Stock at or near ask prices at any given time may be relatively small or non-existent, and there can be no assurance that an active trading market may ever develop or, if developed, that it will be maintained. There are a number of factors that contribute to this situation, including, without limitation, the fact that we are a small company that has a history of losses, is unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow a company our history of losses or purchase or recommend the purchase of shares of our Common Stock until such time we become more seasoned and viable.

As a consequence, our Common Stock may be characterized by a lack of liquidity, sporadic trading, larger spreads between bid and ask quotations, and other conditions that may affect shareholders’ ability to re-sell our securities. Moreover, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price. Unless an active trading market for our Common Stock is developed and maintained, shareholders may be unable to sell their Common Stock and any attempted sale of such shares may have the effect of lowering the market price of our Common Stock and a shareholder’s investment could be a partial or complete loss.

Since our Common Stock is thinly traded, it is more susceptible to extreme rises or declines in price and shareholders may not be able to sell their shares at or above the price paid.

Since our Common Stock is thinly traded, its trading price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including:

the trading volume of our shares;

the number of securities analysts, market-makers and brokers following our common stock;

new products or services introduced or announced by us or our competitors;

actual or anticipated variations in quarterly operating results;

conditions or trends in our business industries;

announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

additions or departures of key personnel;

sales of our Common Stock;

general stock market price and volume fluctuations of publicly-quoted, and particularly microcap, companies; and

material legal action.

Shareholders, including but not limited to those who hold shares as a result of the exercise or conversion of our convertible securities and warrants, may have difficulty reselling shares of our common stock, either at or above the price paid, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our Common Stock to decline regardless of how well we perform as a company. Price fluctuations in such shares are particularly volatile and subject to manipulation by market-makers, short-sellers and option traders.

Our Common Stock is currently and may in the future be subject to the “penny stock” regulations, which are likely to make it more difficult to sell.

The trading price of our Common Stock is currently below $5 per share. Our Common Stock will remain subject to the “penny stock” rules following the Merger. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. These rules generally have the result of reducing trading in such stocks, restricting the pool of potential investors for such stocks, and making it more difficult for investors to sell their shares once acquired. Prior to a transaction in a penny stock, a broker-dealer is required to:

deliver to a prospective investor a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market;

provide the prospective investor with current bid and ask quotations for the penny stock;

explain to the prospective investor the compensation of the broker-dealer and its salesperson in the transaction;

provide investors monthly account statements showing the market value of each penny stock held in their account; and

make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

These requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that is subject to the penny stock rules. As our Common Stock is subject to the penny stock rules, investors in our Common Stock may find it more difficult to sell their shares.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our stockholders may be eligible to sell all or some of their shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after twelve months. Affiliates may sell after twelve months subject to the Rule 144 volume, manner of sale (for equity securities), and current public information and notice requirements. Any substantial sale of our Common Stock pursuant to Rule 144 or pursuant to any resale prospectus may have a material adverse effect on the market price of our Common Stock.

As of December 31, 2012, the Company has issued options and warrants that could result in the issuance of 5,114,526 shares of Common Stock and a convertible security which could result in the issuance of up to 8,800,000 shares of Common Stock.

Of these securities, all of the shares are obtainable at exercise and conversion or issuance prices at less than the price of shares quoted in the over the counter market, including by means of cashless exercise provisions. Additionally, because of registration rights and the tacking provisions of Rule 144, a substantial number of the shares issuable on exercise or conversion of the securities could be sold by the holders thereof immediately or promptly after the date of this report. If these shares are issued and available for sale or actually sold in the public market, the market could be adversely impacted and the market price depressed.

The information set forth under Note 11, Commitments and Contingencies of our Notes to Consolidated Financial Statements, included in Part IV, Item 15, Financial Statements, of this report, is incorporated herein by reference.

Management may apply the proceeds from offerings of the Company’s equity or debt securities to uses for which a shareholder may disagree.

ITEM 1B. UNRESOLVED STAFF COMMENTS

We are not an accelerated filer, a large accelerated filer or a well-known seasoned issuer and therefore have elected not to provide the information required by this item.

ITEM 2. PROPERTIES

The company leases approximately 3,000 square feet of space for its corporate and administrative headquarters in Seal Beach, California.

ITEM 3. LEGAL PROCEEDINGS

ITEM 4.MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the Over the Counter Bulletin Board (OTCBB) under the symbol SAVY. The following table sets forth the high and low closing sale prices on the OTCBB for our common stock for the periods after our merger. The price information contained in the table was obtained from internet sources considered reliable. Note that such over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and the quotations may not necessarily represent actual transactions in the common stock.

	High Ask	Low Bid		High Ask	Low Bid
2012			2011
1st quarter	$1.29	$0.54	3rd quarter	$1.50	$0.30
2nd quarter	$0.66	$0.20	4th quarter	$1.34	$0.80
3rd quarter	$0.40	$0.11
4th quarter	$0.30	$0.15

Dividend Policy

To date, the Company has not paid dividends on its common stock. Our present policy is to retain future earnings (if any) for use in our operations and the expansion of our business.

Equity Compensation Plan Information

In 2011, our shareholders approved the 2011 Equity Incentive Plan (the “2011 Plan”) providing 10,000,000 shares of common stock of the Company to be reserved and available for grant and issuance at the effective date of the 2011 Plan. Under the 2011 Plan, grants may be made to any director, officer or employee of the Company or other person who, in the opinion of the Board, is rendering valuable services to the Company, including without limitation, an independent contractor, outside consultant, or advisor to the Company.

We have also issued stock options on a stand-alone basis under no specific plan, which have been approved by the Board.

The following table provides information on our equity compensation plans as of December 31, 2012:

Plan Category	Number of securities to be issued upon exercise of outstanding option, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)
Equity compensation plans approved by security holders	2,840,657	$0.21	7,159,343
Equity compensation plans not approved by security holders	2,273,869	$0.45	N/A

Holders of Record

At March 25, 2013 there were 165 holders of record of our common stock, and 47,678,973 shares were issued and outstanding. The number of holders of record and shares issued and outstanding was calculated by reference to the books and records of the Company’s transfer agent.

Recent Sales of Unregistered Securities

SAVEDAILY PARTNERS, L.P. executed a Securities Purchase Agreement on October 17, 2012 for 7,325,000 shares of the Company’s common stock for total of $1,250,000. In October 2012 we issued 1,843,750 shares for proceeds of $312,500 under this agreement. The funds were used to pay the initial installment to McGaughy.

On April 5, 2012 the holders of a $375,000 convertible promissory note converted the note to 1,013,513 share of common stock. The shares were converted at the stated conversion rate of $0.37 per share. In consideration for the early conversion (the note was due August 21, 2012) the Company agreed to issue an additional 186,486 shares of common stock. These additional shares were valued at $0.56 ($104,000) and were reflected as a component of interest expense in 2012.

During 2012 we issued 53,334 common shares to three individuals in exchange for $30,000 in cash. On September 28, 2012 we issued 198,000 shares in exchange for services valued at $.80 per share or $158,400.We also issued 65,000 shares to SAVEDAILY PARTNERS, L.P. to settle accrued interest of $16,611 at June 27, 2012.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We had no purchases of equity securities by the issuer or affiliated purchasers during the fourth quarter of 2012

ITEM 6.

SELECTED FINANCIAL DATA

Not Applicable

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements made in this Annual Report which are not purely historical are forward-looking statements with respect to the goals, plan objectives, intentions, expectations, financial condition, results of operations, future performance and our business, including, without limitation, (i) our ability to raise capital, and (ii) statements preceded by, followed by or that include the words “may,” “would,” “could,” “should,” “expects,” “projects,” “anticipates,” “believes,” “estimates,” “plans,” “intends,” “targets” or similar expressions.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which we may conduct business, changes in the interest rate environment, international gold prices, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our current or potential business and related matters.

Accordingly, results actually achieved may differ materially from expected results in these statements. Forward-looking statements speak only as of the date they are made. We do not undertake, and specifically disclaim, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-K.

Plan of Operation

SaveDaily developed (over the course of nine years) and owns a proprietary financial services platform, the most recent version being in production for about three years, helping financial intermediaries succeed in bringing suitable and affordable investment services to everyday savers and investors. In the view of SaveDaily management, the mass market demographic is in need of affordable access to the relationships and investment strategies typically reserved only for affluent investors. SaveDaily was founded to provide persons of all income levels the information and tools necessary to invest and self manage their short and long term investment goals.

The everyday saver is often under-served because the acquisition and maintenance of their accounts are often unprofitable or only marginally profitable for financial institutions and brokerage houses. SaveDaily's proven proprietary technology is a low cost, private label solution for these financial institutions designed specifically to serve the mass market - commonly referred to as the small investor and mass affluent investor, making up 90% of the investing population. Our private label platform offers mutual funds and any daily-valued product investments for both qualified and non-qualified account types.

The SaveDaily platform provides straight-through processing, record keeping and all-electronic money movement. With a complete end-to-end technological infrastructure solution, the financial services, defined contribution, and asset management market users gain a feature-rich, low cost, efficient, easy to use, and easy to deploy servicing platform. This open architecture, omnibus trading platform is flexible and unencumbered by laborious manual processes. Management believes that by remaining mutual fund, bank and clearing firm agnostic, SaveDaily’s platform is well positioned in our market. SaveDaily delivers mutual funds as its feature set, and at a price point our partners need to provide superior services to their investor clients at increased profit levels. Leveraging its scalable, all-electronic, sub-accounting and money movement platform, SaveDaily believes that it currently offers the industry's lowest cost, private-labeled, investment solutions to large banks, community banks, credit unions, and broker dealers. By helping these entities bring their investors private-labeled solutions, delivered under their respective brands, and leveraging virtually any third party money manager(s), investors in our service sets enjoy access to advisory services generally not readily available to this investor class.

By using our platform products, business partners of SaveDaily gain the ability to attract new customers, retain existing customers, lower servicing costs, and derive new revenue streams by incorporating a customizable mutual fund investing solution into their existing offerings. SaveDaily enables partner organizations to accelerate time-to-market by providing turn-key solutions and a robust Applications Programming Interface that supports tight integration between SaveDaily's investor platform and their existing infrastructure, at any back-office or consumer touch point.

By utilizing SaveDaily's proprietary platform products clients are able to initiate brokerage services with consumer-direct offerings, augment existing programs with financial advisors, more efficiently oversee portfolio management of trust funds, 401(k) Plans, 403(b) Plans, Safe Harbor IRA Rollovers, and provide for managed fund accounts. SaveDaily offers a full-service record keeping facility, providing participants with daily valuations and full-featured web access, all while maintaining compliance with pre-determined mutual fund models or approved product lists. All tax reporting, performance reporting, confirmation, and statement delivery is to be provided by SaveDaily directly to investors, or integrated into existing partner operations, for a seamless flow of regulated information to the investors

The Company

SaveDaily, Inc., formerly Nine Mile Software, Inc., a Nevada Corporation, conducts its business through its wholly owned subsidiary, SaveDaily.com, Inc., a California corporation incorporated on May 27, 1999. References herein to “SaveDaily”, unless otherwise note, refer to SaveDaily.com, Inc., the operating entity. SaveDaily produces and supports proprietary record keeping and workflow software solutions in the financial services industry that market products and services to everyday savers and investors. Mass market and mass affluent savers and investors typically have investable assets of less than $100,000 and generally make up the bulk of the retail client services by the banking industry, the qualified and defined benefits industry, and the debit card industry - all of which are target markets.

SaveDaily has had a history of losses and does not yet operate at break even cash flow. Since its inception, SaveDaily has received more than $14.3 million in equity from private sources. Over a course of nine years, working in conjunction with key firms within the financial services industry, SaveDaily developed a series of proprietary components into a fully integrated platform of technology solutions. We currently have 19 employees.

Our solutions, though continuing to evolve and be refined, are mature. We have been actively marketing these solutions since about 2008. Through various online portals, SaveDaily offers investments and record-keeping services directly to clients via our website located at www.savedaily.com, as well as indirectly to clients of business partners through a variety of white-labeled interfaces deployed with financial institution partners supporting investment accounts of all tax types. SaveDaily’s solutions operate successfully in our defined markets, enabling clients to find educational information, investment and account type wizards, and open and transact mutual fund investments in individual, joint, custodial, IRA (Individual Retirement Account), ESA (Educational Saving Account), and HSA (Health Saving Account) accounts.

SaveDaily has formed strategic joint ventures to provide investment services to ethnically, religiously, and socio-economically focused communities, including African-American, Latino-American, and economically underserved and un-banked communities. In these communities, SaveDaily provides managed accounts of all tax types in conjunction with our strategic partners, who are themselves focused in these market places.

SaveDaily launched an HSA investment sub-account product in 2007. This product is designed to link with existing banks and other entities that provide or manage direct deposit account support for HSAs. In September 2007, SaveDaily was selected as the investment solution for the largest HSA provider in the country, which began deployment of the company's solution to its client base in October 2008.

Results of Operations and Liquidity and Capital Resources

We believe a more meaningful management discussion and analysis results from comparing the audited year ended December 31, 2012 results with unaudited pro forma results for the year ended December 31, 2011 rather than the audited eight months ended December 31, 2011. The unequal periods combined with the costs and expenses associated with the merger with Nine Mile Software in August 2011 hinder a transparent comparison.

Net Sales of Services (“Revenue”)

The Company has three primary sources of revenue: membership fees that are account based and calculated based on a fixed fee for a specified time period and/or the amount of assets under management (AUM) for a particular account; money management fees, including distribution, marketing and advisory fees; and partner integration fees.

Revenue for the 12 months ended December 31, 2012 increased $1,057,400 or 107.9% compared to $979,700 for the 12 months ended December 31, 2011.

	12 Months Ended Dec 31,
	2012		2011
Revenue Summary			(unaudited) Proforma
Traditional recurring revenue:
Fixed fees	$	715,000	$	702,100
Assets under management fees		312,500		202,800
Total membership fees		1,027,500		904,900
Money management fees		76,200		74,800
Partner integration fees		40,500		-
Total traditional recurring revenue		1,144,200		979,700

New recurring revenue collected in 2012
Safe harbor set-up fees (1), (3)		26,700		-
Safe harbor custodial fees (3)		76,200		-
Safe harbor missing participant fees (3)		175,500		-
Total new recurring revenue collected in 2012		278,400		-
Total recurring revenue		1,422,600		979,700
Non-regularly recurring revenue
Safe harbor set-up fees (2)		430,200		-
Team America		184,300		-
Total non-regularly recurring revenue		614,500		-
Total revenue	$	2,037,100	$	979,700

(1) Safe harbor set-up fees collected in the quarter ended December 31, 2012 on all new safe harbor accounts
(2) Safe harbor set-up fees were collected in the quarter-ended September 30, 2012 on all existing safe harbor accounts.
(3) These fees will continue to be collected in 2013

For the 12 months ended December 31, 2012 total recurring revenue increased $442,700 to $1,422,600 or 45.2% compared to $979,900 for the 12 months ended December 31, 2011.

For the 12 month ended December 31, 2012 traditional recurring revenue increased $164,500 to $1,144,200 or 16.8% compared to $979,700 for the 12 months ended December 31, 2011. Membership fees increased $122,600 to $1,027,500 or 13.5% compared to $904,900 for the 12 months ended December 31, 2011. Fixed fees increased $12,900 to $715,000 or 1.8% and AUM-based fees increased $109,700 to $312,500 or 54.1% compared to $702,100 and $202,800, respectively for the 12 months ended December 31, 2011.

AUM-based fees increased as the assets under management as of December 31, 2012 increased approximately $42 million or 29.0% to approximately $187 million compared to approximately $145 million as of December 31, 2011. Money management fees increased $1,400 or 1.9% to $76,200 compared to $74,800 for the 12 months ended December 31, 2011. Partner integration fees were $40,500 for the 12 months ended December 31, 2012. There were no partner integration fees for the 12 months ended December 31, 2011.

For the 12 months ended December 31, 2012 $278,400 in new recurring revenue fees were collected as a result of management policy changes with respect to safe harbor fees and pricing. Set-up fees, custodial fees and missing participant fees of $26,700, $76,200, and $175,500, respectively were recognized. These fees were collected during the 3 month period ended December 31, 2012.

For the 12 months ended December 31, 2012 non-recurring revenue was $614,500. There was no non-recurring revenue for the 12 months ended December 31, 2011. This amount included $430,200 safe harbor set up fees for all existing safe harbor accounts as of September 30, 2012 and $184,300 for Team America. Team America was a 401-K for a defunct company that acted as an employer group. We had three roles; (1) make initial distributions per instructions from the Trustee; (2) rollover prescribed amounts of assets into traditional IRAs per instructions from the Trustee, and (3) hold monies to ultimately be distributed or rolled per the findings of the litigation. We carried out all instructions per Trustee and the matter was closed. Upon the completion of our obligations we were entitled to additional fees.

Costs Applicable to Sales of Services

Costs applicable to sales of services consist primarily of trust account fees and bank service charges, data center hosting costs, and compensation expenses for customer support personnel.

For the 12 months ended December 31, 2012 costs applicable to the sale of services increased $85,300 to $188,200 or 82.9% compared to $102,900 for the 12 months ended December 31, 2011.

	12 Months Ended Dec 31,
	2012		2011
Cost of Revenue			(unaudited) Proforma
Bank clearing & custodial Fees	$	63,500	$	64,200
Data center hosting Costs		73,700		7,100
Customer support		51,000		31,600
Total costs applicable to sale of services	$	188,200	$	102,900

For the 12 months ended December 31, 2012 bank clearing and custodial fees decreased $700 to $63,500 or 1.1% compared to $64,200 for the 12 months ended December 31, 2011. Data center hosting costs increased $66,600 to $73,700 or 938% compared to $7,100 for the 12 months ended December 31, 2011 as we entered into an arrangement to outsource our data center. Customer support costs increased $19,400 to $51,000 or 61.4% compared to $31,600 for the 12 months ended December 31, 2011 due to additional customer support personnel.

Operating Expenses

Operating expenses include selling, general and administrative expenses, professional fees and equity compensation. For the 12 months ended December 31, 2012 operating expenses decreased $5,595,000 to $4,727,700 or 55.9% compared to $10,722,700 for the 12 months ended December 31, 2011.

	12 Months Ended Dec 31,
	2012		2011
Operating Expenses			(unaudited) Proforma

Selling, general and administrative expenses	$	2,257,100	$	2,137,200
Professional fees		1,769,800		1,541,000
Equity compensation		700,800		7,044,500
Total operating expenses	$	4,727,700	$	10,722,700

For the 12 months ended December 31, 2012 selling, general and administrative expenses increased $119,900 to $2,257,100 or 5.6% compared to $2,137,200 for the 12 months ended December 31, 2011. Compensation expense increased $436,100, travel and entertainment expenses increased $91,800 offset by a reduction in marketing expenses of $544,900. All other selling, general and administrative expenses increased a total of $136,900.

For the 12 months ended December 31, 2012 professional fees increased $228,800 to $1,769,800 or 14.8% compared to $1,541,000 for the 12 months ended December 31, 2011. For the 12 months ended consulting expenses increased $247,400, investor relations expenses increased $198,900 and legal fees decreased $219,900. All other professional fees increased a total of $2,400. Investor relations expenses increase year over year because we were a private company through eight months of 2011 and incurred no expense during that period. Our legal fees were higher for 2011 as a result of one-time charges for services regarding the reverse merger and recapitalization transaction concluded on August 22nd of that year.

For the 12 months ended December 31, 2012 equity compensation decreased $6,343,700 to $700,800 or 90.1% compared to $7,044,500 for the 12 months ended December 31, 2012. In 2011 we issued 20,596,530 common shares to officers of the corporation with a fair value of $6,490,600 while the amortization of deferred compensation expense arising from the grant of options increased $146,900 to $700,800 in 2012 from $553,900 in 2011.

Other Income/Expense

	12 Months Ended Dec 31,
	2012			2011
Other (Income)/Expense				(unaudited) Proforma
Interest expense, net	$	1,044,800		$	130,900
Forgiveness of debt		(390,300	)		(134,300	)
Litigation settlement		1,230,200			-
Total other income/expense	$	1,884,700		$	(3,400	)

Interest Expense, net

For the 12 months ended December 31, 2012 interest expense increased $913,900 to $1,044,800 or 698.0% compared to $130,900 for the 12 months ended December 31, 2011. For the 12 months ended December 31, 2012 components of interest expense included $384,800 for the acceleration of amortization of the loan discount due to refinancing, $253,700 for the amortization of the loan discount, $104,400 to recognize the fair value of the loan conversion inducement shares and $100,200 for the amortization of prepaid loan costs, $51,800 if finder’s fees and $162,400 of interest on borrowings offset by $12,500 of interest income. For the 12 months ended December 31, 2011 interest was $130,900.

Forgiveness of Debt

For the 12 months ended December 31, 2012 forgiveness of increased $256,000 to $390,300 or 191.0% compared to $134,300 for the 12 months ended December 31, 2011. The $390,300 amount was previously accrued with respect to the Qualified Investors LP (QLIP) lawsuit and derecognized at December 31, 2012. On February 15, 2013 an arbitration judge ruled in favor of the company and that QLIP was not entitled to recover any funds. See NOTE 11- Commitments and Contingencies, Legal Proceedings,Qualified Investors LP Lawsuit.

Litigation Settlement

For the 12 months ended December 31, 2012 the company accrued $1,230,200 to recognize its obligation to indemnify one of its directors for the judgment rendered against him in the McGauhy lawsuit. See NOTE 11-Commitments and Contingencies, Legal Proceedings, QILP or the maintenance of the QILP Complaint against the Subsidiary,McGaughy Lawsuit.

Liquidity

At December 31, 2012, cash and cash equivalents totaled $111,400. We had total liabilities of $4,648,300 including $2,200,000 of convertible long term debt and a stockholders’ deficit of $4,116,600, compared to total cash and cash equivalents of $431,000, total liabilities of $1,843,800 including $200,000 of long term debt and total stockholders' deficit of $1,049,300 at December 31, 2011.

Net cash used in operating activities was $2,304,700 for 12 months ended December 31, 2012 compared to $1,048,000 for the 12 months ended December 31, 2011. The increase of $1,256,700 in cash used by operating activities for the 12 months ended December 31, 2012 was primarily due to higher operating costs for compensation, professional fees, and travel combined with the first payment towards satisfying the judgment in the McGaughy lawsuit referred to in the paragraph underLitigation Settlementabove.

The Company has negotiated a financing and security agreement which provides up to $4,000,000 of debt based on certain terms and conditions and which it believes will provide sufficient working capital to fund the Company’s operations for the next 12 months. We currently have $1.8 million of unused credit on this line. See NOTE 12-Liquidity.

Inflation

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements.

Recent Accounting Pronouncements

The Company has adopted all accounting pronouncements effective before December 31, 2012 which are applicable to the Company. There were no recent pronouncements impacting the Company.

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

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

Our business is currently conducted principally in the United States. As a result, our financial results are not affected by factors such as changes in foreign currency exchange rates or economic conditions in foreign markets. We do not engage in hedging transactions to reduce our exposure to changes in currency exchange rates, although if the geographical scope of our business broadens, we may do so in the future.

Interest Rate Sensitivity

We had cash and cash equivalents of $111,400 as of December 31, 2012. Our cash and cash equivalents are held primarily in cash deposits and money market funds. We hold our cash and cash equivalents for working capital purposes. Due to the short-term nature of these instruments, we believe that we do not have any material exposure to changes in the fair value as a result of changes in interest rates. Declines in interest rates, however, will reduce future interest income.

ITEM 8.

FINANCIAL STATEMENTS

These Consolidated Financial Statements of the Company and its subsidiaries are filed as part of this Report:

·	Reports of Independent Registered Public Accounting Firm
·	Consolidated Balance Sheets as of December 31, 2012 and December 31, 2011
·	Consolidated Statements of Operations for the year ended December 31, 2012, eight months ended December 31, 2011
·	2011Consolidated Statements of Cash Flows for the year ended December 31, 2012 eight months ended December 31, 2011
·	Consolidated Statements of Stockholders’ Deficit for the year ended December 31, 2012, eight months ended December 31, 2011
·	Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of SaveDaily, Inc.

We have audited the accompanying consolidated balance sheet of SaveDaily, Inc. as of December 31, 2012, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended. SaveDaily, Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 audit provides 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 SaveDaily, Inc. as of December 31, 2012, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/EFP Rotenberg, LLP

EFP Rotenberg, LLP

Rochester, New York

April 9, 2013

Report of Independent Registered Public Accounting Firm

To the Board of Directors
SaveDaily, Inc.

We have audited the accompanying consolidated balance sheet of SaveDaily, Inc. as of December 31, 2011 and the related statements of operations, stockholders' deficit, and cash flows for the eight months ended December 31, 2011. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit 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 audit provides 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 SaveDaily, Inc. as of December 31, 2011 and the results of their operations and their cash flows for the eight months then ended, in conformity with U.S. generally accepted accounting principles.

HJ Associates & Consultants, LLP
Salt Lake City, Utah
April 16, 2012

SaveDaily, Inc.

Consolidated Balance Sheets


Assets		December 31, 2012			December 31, 2011

Current Assets
Cash and cash equivalents	$	111,400		$	431,000
Receivables, net		127,500			85,600
Deferred loan costs		-			96,100
Prepaid expenses		89,900			56,800
Total current assets		328,800			669,500

Property and equipment (net)		172,700			17,200
Notes receivable related party		-			83,900
Other assets		30,200			23,900

Total Assets	$	531,700		$	794,500

Liabilities and Stockholders' Deficit

Current Liabilities:
Accounts payable	$	373,900		$	214,100
Accounts payable-related parties		231,700			645,500
Accrued interest-related party		70,100			15,200
Other accrued expenses		397,800			502,900
Judgment payable		946,700			-
Convertible debt obligations due within one year, net		-			111,500
Related party debt due within one year		200,000			-
Deferred income		228,100			154,600
Total Current Liabilities		2,448,300			1,643,800

Long-term debt-related party		-			200,000
Convertible debt-related party		2,200,000			-
Total Long-term Debt		2,200,000			200,000
Total Debt		4,648,300			1,843,800

Stockholders' Deficit:
Common stock-100,000,000 authorized $0.001 par value
47,653,973 issued & outstanding (44,293,890 in 2011)		47,700			44,300
Additional paid in capital		27,904,910			26,529,900
Unamortized deferred compensation		(536,310	)		(855,600	)
Subscriptions receivable-related parties		(317,400	)		(317,400	)
Accumulated deficit		(31,215,500	)		(26,450,500	)
Total Stockholders' Deficit		(4,116,600	)		(1,049,300	)

Total Liabilities and Stockholders' Deficit	$	531,700		$	794,500

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

SaveDaily, Inc.

Consolidated Statements of Operations


	Year Ended Dec 31,			Eight Months Ended Dec 31,
	2012			2011


Net Sales of services	$	2,037,100		$	673,600
Costs Applicable to Sales & Revenue		188,200			68,300

Gross Profit		1,848,900			605,300

Selling, General & Administrative Expenses		2,257,100			1,686,700
Equity compensation		700,800			7,044,400
Professional fees		1,769,800			1,541,000
Total Operating Expenses		4,727,700			10,272,100
Income (Loss) Before Other Income and Income Taxes		(2,878,800	)		(9,666,800	)

Other Income (Expense)
Interest (Expense)		(1,044,800	)		(138,100	)
Forgiveness of debt		390,300			5,800
Litigated settlement		(1,230,200	)		-
Total Other Income (Expense)		(1,884,700	)		(132,300	)
Income (Loss) from continuing operation before income taxes		(4,763,500	)		(9,799,100	)
Income Taxes		1,500			2,300
Net Income (Loss)	$	(4,765,000	)	$	(9,801,400	)

Basic and Diluted Net Income Per Common Share	$	(0.10	)	$	(0.32	)
Weighted Average Common Shares Outstanding (Basic)		45,594,744			30,641,771

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

SaveDaily, Inc.

Consolidated Statements of Cash Flows

	Year Ended Dec 31,			Eight Months Ended Dec 31,
	2012			2011

Cash Flows from Operating Activities:
Net Loss	$	(4,765,000	)	$	(9,801,400	)
Adjustments required to reconcile net loss to cash flows
from operating activities:
Forgiveness of Debt		(390,300	)		(5,800	)
Accretion of debt discount and amortization of prepaid loan costs		638,500			111,500
Amortization of deferred loan costs		96,100			16,400
Amortization of deferred compensation		700,800			553,900
Depreciation		26,800			2,800
Expenses paid by the issuance of equity instruments		279,390			8,109,600
Changes in Operating Assets and Liabilities:
Accounts Receivable		(45,900	)		(40,900	)
Prepaid expenses		(29,000	)		17,500
Other assets		(6,300	)		4,100
(Decrease) in deferred income		73,400			(53,600	)
Accrual of judgment		946,700			-
Accounts Payable and Other		243,600			76,000
Accrued Expenses		(73,490	)		199,700
Net cash used by operating activities		(2,304,700	)		(810,200	)

Cash Flows from Investing Activities:
Notes receivable		-			(43,600	)
Purchase of equipment and leasehold improvements		(182,400	)		(12,100	)
Cash paid for merger		-			(100,000	)
Net cash used by investing activities		(182,400	)		(155,700	)

Cash Flows from Financing Activities:
Proceeds from sale of common stock		342,500			543,500
Loan proceeds		1,825,000			663,800
Net cash generated by financing activities		2,167,500			1,207,300

Net Change In Cash		(319,600	)		241,400
Cash and cash equivalents-Beginning		431,000			189,600
Cash-Ending	$	111,400		$	431,000

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

SaveDaily, Inc.
Consolidated Statements of Stockholders' Deficit

	Stockholders' Deficiency
		Common Stock
		Shares		Common Stock Amount		Additional Paid-In Capital			Subscriptions Receivable			Deferred Compensation			Accumulated Deficit			Total
Balance at April 30, 2011		14,908,200	$	14,900	$	15,529,300		$	0		$	0		$	(16,649,100	)	$	(1,104,900	)
Shares issued for cash (pre-merger)		931,223		900		312,600												313,500
Shares issued for services		4,264,046		4,300		1,614,900												1,619,200
Recapitalization of SaveDaily with Nine Mile		3,074,556		3,100		(103,100	)											(100,000	)
Shares issued to officers as compensation		3,435,954		3,400		1,027,400												1,030,800
Shares issued to officers as compensation and subscriptions receivable		17,160,576		17,200		5,759,900			(317,400	)								5,459,700
Shares issued for cash (post-merger)		519,335		500		229,400												229,900
Fair value of stock based compensation, net of unvested forfeitures						1,409,500						(1,409,500	)					-
Compensation expense recognized in 2011												553,900						553,900
Impact of beneficial conversion feature						600,300												600,300
Warrants issued as loan inducement						149,700												149,700
Net Loss															(9,801,400	)		(9,801,400	)
Balance at December 31, 2011		44,293,890	$	44,300	$	26,529,900		$	(317,400	)	$	(855,600	)	$	(26,450,500	)	$	(1,049,300	)
Shares issued for cash		1,897,084		1,900		340,600												342,500
Shares issued for services		198,000		200		158,200												158,400
Fair value of stock based compensation, net of unvested forfeitures						381,520						(381,520	)					-
Compensation expense recognized in 2012												700,810						700,810
Shares issued upon loan conversion		1,013,513		1,010		373,990												375,000
Shares issued as loan inducement		186,486		190		104,200												104,390
Shares issued to pay accrued interest		65,000		100		16,500												16,600
Net Loss															(4,765,000	)		(4,765,000	)
Balance at December 31, 2012		47,653,973	$	47,700	$	27,904,910		$	(317,400	)	$	(536,310	)	$	(31,215,500	)	$	(4,116,600	)

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

SaveDaily, Inc.

Notes to the Consolidated Financial Statements

December 31, 2012 and 2011

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

In connection with the Merger, the Company acquired 100% of the issued shares of SaveDaily.com, Inc., in a share exchange where 1.0812286 shares of the Company were issued to the shareholders of SaveDaily.com, Inc. in exchange for each share of SaveDaily.com, Inc. for a total issuance of 33,000,000 common shares.

SaveDaily.com, Inc., a wholly-owned subsidiary of the Company as a result of the Merger was incorporated under the laws of the state of California on May 27, 1999. SaveDaily.com, Inc. is a registered investment adviser subject to regulations under the Securities and Exchange Commission. SaveDaily.com, Inc. provides a fully electronic solution for saving and investments to assist its customers in meeting their financial goals. SaveDaily.com, Inc. has two primary sources of revenue: money management (including distribution, marketing and advisory fees) and membership fees.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation- The share exchange was accounted for as a reverse acquisition and recapitalization and as a result, the consolidated financial statements of the Company (the legal acquirer) are, in substance, those of SaveDaily.com, Inc. (the accounting acquirer), with the assets and liabilities, and revenue and expenses, of the Company being included effective from the date of the Merger. As the Merger was accounted for as a reverse acquisition and recapitalization, there was no gain or loss recognized on the transaction. The historical financial statements for periods prior to the Merger are those of SaveDaily.com, Inc. except that the equity section and earnings per share have been retroactively restated to reflect the Merger. Also in conjunction with the merger SaveDaily.com, Inc. changed its fiscal year to December 31 in order to conform to the Nine Mile year end. Accordingly, these financial statements reflect the results of operations and cash flows for the eight month transition period of May 1, 2011 to December 31, 2011 and the fiscal year ended December 31, 2012.

Principles of consolidation-The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. Intercompany balances and transactions have been eliminated.

Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses. Accordingly, actual results could differ from those estimates.

Revenue recognition - The Company has two primary sources of revenue: money management (including distribution, marketing and advisory fees), and membership fees that are account based and calculated based on a fixed fee for a specified time period and/or the amount of assets under management (AUM) for a particular account. Fees generally fall into one of four primary categories: Health Savings Accounts (HSA), Qualified Retirement Plans (QRP), Non-Qualified Plans (NQP) and Registered Investment Advisor (RIA). HSA fees comprise both monthly account fees and AUM fees. The monthly account fees are deducted directly from the account holder and recognized when deducted. The AUM fees are invoiced and recognized when invoiced. QRP fees consist primarily of annual fees which are deducted on the anniversary date of the account and recognized over the next twelve months. QRP fees can also be based on the AUM and are deducted monthly from the account holder and recognized when deducted. NQP fees comprise both monthly account fees and AUM fees. The monthly account fees are deducted directly from the account holder and recognized when deducted. The AUM fees are also deducted directly from the account holder and recognized when deducted. RIA fees are the marketing or distribution fees the Company receives from a mutual fund and are recognized when earned. Annual fees are amortized to income over a period of twelve months. The portion of fee income relating to future periods is recorded as unearned income in the accompanying balance sheets.

Risks and uncertainties- The Company operates in a highly competitive industry that is subject to intense competition, government regulation and rapid technological change. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks associated with an emerging business, including the potential risk of business failure.

Concentrations of credit risk - Accounts which potentially subject the Company to concentrations of credit risk consist of cash, cash and cash equivalents. The Company considers all highly liquid instruments with an original purchased maturity of three months or less to be cash equivalents. The Company maintains its cash and equivalents at insured financial institutions. The balances of which, at times, exceeded the FDIC insured limits. Management believes the risk of loss is minimal. In addition, we have a limited number of revenue based relationships that exposes us toconcentrations in the volume of business transacted.As of and for the 12 months ended December 31, 2012 we had one major customer that represented 24.9% of revenue and 77.4% of our receivables as of that date. As of January 17, 2013 all accounts receivables have been collected from this customer.

Investment in marketable securities -The Company determines the appropriate classification of its investment in marketable equity securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company’s investment in marketable securities has been classified and accounted for as trading securities based on management’s investment intentions relating to these securities. Unrealized losses in the Company’s investments are not material at December 31, 2012 and 2011.

Fair value of financial instruments - The Company's financial instruments consist of cash, investments and notes payable. Management estimates that the fair value of the notes payable does not differ materially from the aggregate carrying value of these financial instruments recorded (at cost) in the accompanying balance sheet. We have financial assets and liabilities, not required to be measured at fair value on a recurring basis, which primarily consist of cash, receivables, payables, and debt. The carrying value of cash, receivables, payables approximate their fair values due to their short-term nature. For investment securities, the fair values were based on quoted market prices, when available. Considerable judgment is required in interpreting market data to develop the estimates of fair value and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

Fair value measurements - The Company measures fair value under a framework that utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).

The three levels of inputs which prioritize the inputs used in measuring fair value are:

Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2: Inputs to the valuation methodology include:

·	Quoted prices for similar assets or liabilities in active markets;
·	Quoted prices for identical or similar assets or liabilities in inactive markets;

·	Inputs other than quoted prices that are observable for the asset or liability;
·	Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The assets or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

When the Company changes its valuation inputs for measuring financial assets and liabilities at fair value, either due to changes in current market conditions or other factors, it may need to transfer those assets or liabilities to another level in the hierarchy based on the new inputs used. The Company recognizes these transfers at the end of the reporting period that the transfers occur. For the fiscal periods ended December 31, 2012 and 2011, there were no significant transfers of financial assets or financial liabilities between the hierarchy levels.

Property and equipment -Property and equipment are stated at cost less accumulated depreciation and amortization. The Company provides for depreciation and amortization using the straight-line method over the estimated useful lives of the related assets, which range from three to five years.Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is reflected in the results of operations. The carrying value of property and equipment is periodically reviewed by management, and impairment losses, if any, are recognized when the expected non-discounted future operating cash flows derived from such assets are less than their carrying values.

Stock-based awards -The Company measures the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide service in exchange for the award, usually the vesting period. The Company estimates the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s statement of operations. The forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. For the fiscal periods ended December 31, 2012 and 2011, the Company’s estimated forfeiture rate is 0% based on the Company’s historical experience. There were 1,318,626 incentive stock options granted or reserved during the period ended December 31, 2012 and 1,495,000 incentive stock options granted during the period ended December 31, 2011.

During the fiscal period ended December 31, 2011 the Company granted stock warrants to investors and lenders as discussed in Note 9. The fair value of stock warrants issued in conjunction with the issuance of common stock is recorded against common stock as stock issuance cost. The fair value of stock warrants issued in conjunction with notes payable is recognized as a discount on the related debt and amortized to interest expense over the term to maturity.

The fair value of stock-based awards to employees and directors is calculated using the Black-Scholes-Merton pricing model. The Black-Scholes-Merton model requires subjective assumptions regarding future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the common stock of comparable publicly traded companies. In making this determination and finding another similar company, the Company considered the industry, stage of life cycle, size and financial leverage of such other entities. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods.

Off-balance sheet arrangements - We have no off-balance sheet arrangements.

Reclassification: Certain reclassifications have been made to prior year amounts to conform to the current period presentation.

Income taxes -The Company accounts for deferred income taxes on the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will not be realized.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

As of December 31, 2012 and 2011 the Company had no unrecognized tax benefits, and the Company had no positions which, in the opinion of management, would be reversed if challenged by a taxing authority.

The Company’s evaluation of tax positions was performed for those tax years which remain open to audit. The Company may, from time to time, be assessed interest or penalties by the taxing authorities, although any such assessments historically have been minimal and immaterial to the Company’s financial results. In the event the Company is assessed interest and/or penalties, such amounts will be classified as income tax expense in the financial statements.

Recently issued accounting pronouncements- The Company has adopted all accounting pronouncements effective before December 31, 2012 which are applicable to the Company. There were no recent pronouncements impacting the Company.

Net income (loss) per share - The basic earnings (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per share is computed similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of December 31, 2012 and 2011, there were 13,914,526 and 3,995,423 shares of potentially dilutive securities outstanding, respectively. As the Company reported a net loss for the periods none of the potentially dilutive securities were included in the calculation of diluted earnings per share since their effect would be anti-dilutive for that reporting period.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of December 31:

	Estimated Useful Life	2012			2011
Computers & office equipment	5 years	$	538,300		$	455,100
Office furniture & fixtures	5 years		74,900			43,300
Leasehold improvements	5 years		67,500			-
Less accumulated depreciation			(508,000	)		(481,200	)
Net			172,700			17,200
Current depreciation expense		$	26,800		$	2,800

NOTE 4 – ACCRUED EXPENSES

Accrued expenses consist of the following as of December 31:

	2012		2011
Accrued vacation	$	44,600	$	148,500
Accrued advisory fees		175,700		204,500
Accrued federal penalties and related interest		100,000		139,300
Other		77,500		10,600
Total	$	397,800	$	502,900

NOTE 5 - RELATED PARTY DEBT

Related party debt consists of the following as of December 31, 2012 and 2011 respectively:

	2012			2011
Accrued expenses	$	231,700		$	645,500
Accrued interest		70,100			15,200
Convertible Note payable to related parties
with the entire principal due June, 2017		2,200,000			-
Note payable to related party bearing interest
at 8% with the entire principal due April, 2013		200,000			200,000
Less current portion		(501,800	)		(660,700	)
Due after one year	$	2,200,000		$	200,000

NOTE 6 – CONVERTIBLE NOTES RELATED PARTY

2012 Financing

On March 28, 2012 we entered into a Financing and Security Agreement pursuant to which SAVEDAILY PARTNERS, L.P.( the “lender” and an entity controlled by one of our Board members) agreed to fund up to $3 million through the issuance of a series of convertible notes. This financing allowed the Company to effectively retire the previous $750,000 convertible note due in August 2012. $375,000 of the previous note converted to the new note and the remaining $375,000 converted to common stock (see note 8). In connection with the Financing Agreement we executed a convertible senior secured promissory note, with interest accruing thereunder at the rate of six percent (6%) per annum. The note was convertible at $0.37 per share. As security for its obligations under the Financing Agreement the Company granted the lender a first priority security interest in all of the Company’s assets.

Effective June 27, 2012 a new financing agreement was put in place which replaced and rescinded the March 28, 2012 Financing Agreement pursuant to which the lender agreed that operating income or operating loss calculation used to determine covenant compliance will not include expense charges related to the fair value of non-cash equity compensation paid in the form of options, warrants, stock grants, stock appreciation rights or other similar forms of equity compensation. In addition, the lender agreed to fund up to $4 million, an increase of $1 million, and extend the deadline for funding to December 31, 2013.

On October 17, 2012 the Company agreed to an Addendum to the June 27, 2012 agreement pursuant to which the lender waived all financial performance covenants and interest from July 1, 2012 until January 1, 2014. The Addendum also reduced the base conversion rate from $.37 to $.25 per share. As of December 31, 2012 the Company owes $2.2 million under this arrangement and is not in default of any covenants. The note matures June 27, 2017.

2011 Financing

In November, 2011 we issued a convertible promissory note. The note was issued with an original issue discount of $60,000 and was due August 16, 2012. The initial conversion rate is $0.37 per common share. The face value and cash proceeds of the note at December 31, 2011 were $750,000 and $663,800, respectively. In March, 2012 the note was paid off or converted to common stock. As part of the transaction, the Company issued the investors five-year warrants to purchase 750,000 shares of its common stock at $0.37 per share. These warrants were valued at $149,700 utilizing the Black-Scholes option pricing model utilizing the following assumptions: risk free rate of 2.5%; expected volatility of 85%; expected dividend of $0; and expected life of five years.

In recording the transaction, the Company allocated the value of the proceeds to the note and warrants based on their relative fair values. In doing so, it determined that the note contained a beneficial conversion feature since the fair market value of the common stock issuable upon conversion of the note (determined on the note issuance date) exceeded the value allocated to the note. The note was convertible into 2,027,027 shares of common stock, which at the market price of $1.08 per share on date of issuance valued the note at $2,189,200. The difference between the market value of the shares issuable upon conversion and the value allocated to the note was considered to be the value of the beneficial conversion feature. The relative value of the warrants ($149,740) and the beneficial conversion feature ($600,300) were limited to the proceeds of the note.

The value of the beneficial conversion feature and the value of the warrants were recorded as a discount to the note which was to be amortized over the term of the note using the effective interest method. In addition, the Company incurred costs of approximately $112,500 relative to the note offering. These costs were capitalized as deferred loan costs and are also being amortized over the term using the effective interest method. Amortization of these deferred loan costs, warrants and beneficial conversion feature of $127,900 was included in interest expense during the fiscal period ended December 31, 2011.

This note was paid in 2012, however, the carrying value of the note as of December 31, 2011 was as follows:

Face amount of note due August 16, 2012	$	750,000
Unamortized discount		(638,500	)
Carrying value	$	111,500

The note contains customary negative covenants for loans of this type, including limitations on the Company’s ability to incur indebtedness, issue securities, make loans and investments, make capital expenditures, dispose of assets and enter into mergers and acquisition transactions. Events of default under the Note are described below and include breaches of the Company’s obligations under the Note and other agreements relating to the transaction, certain defaults under any other indebtedness of at least $50,000 and certain bankruptcy events. Upon an event of default, all outstanding principal plus all accrued and unpaid interest become immediately due and payable.

Material Events that would cause default under the note include:

	·	dissolution or discontinuance of business
	·	any representation or warranty under the financing documents that is untrue or incorrect in any material respect

	·	certain events such as bankruptcy or assignment assets for the benefit of creditors
	·	the commencement of any proceeding for renegotiating indebtedness not resolved within 90 days

	·	failure to pay principal or any premium on any note when due;
	·	failure to maintain the required reservation of additional shares of authorized common stock;

NOTE 7- RELATED PARTY NOTES RECEIVABLE AND SUBSCRIPTIONS RECEIVABLE

Related party notes receivable and subscriptions receivable consist of the following as of December 31:

	2012			2011
Five notes receivable from current and former officers
carrying interest at 4% and due August 2014
issued upon subscription of 17,160,576 shares of common stock	$	317,427		$	317,427
Employee advances converted to a note receivable carrying
interest at 4% due September, 2013		-			83,900
Total		317,427			401,327
Less amounts carried as reduction of paid-in capital		(317,427	)		(317,427	)
Total	$	-		$	83,900

NOTE 8 – PREFERRED AND COMMON STOCK

Preferred Stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of preferred shares, and to fix the number of shares and the designation of any series of preferred shares. The Board of Directors may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any wholly unissued series subsequent to the issue of those shares. There are no shares of Preferred Stock currently issued and outstanding.

SAVEDAILY PARTNERS, L.P. has agreed to provide the necessary funds to indemnify Dent from a judgment arising from the McGaughy Lawsuit. SAVEDAILY PARTNERS, L.P. executed a Securities Purchase Agreement for 7,325,000 shares of the Company’s common stock for total of $1,250,000. In October 2012 we issued 1,843,750 shares for proceeds of $312,500 under this agreement. The funds were used to pay the initial installment to McGaughy.

On April 5, 2012 the holders of a $375,000 convertible promissory note converted the note to 1,013,514 share of common stock. The shares were converted at the stated conversion rate of $0.37 per share. In consideration for the early conversion (the note was due August 21, 2012) the Company agreed to issue an additional 186,486 shares of common stock. These additional shares were valued at $0.56 ($104,000) and were reflected as a component of interest expense in 2012.

During the period from April 30, 2011 through August 22, 2011, the Company, Inc. sold 931,223 shares of common stock for $313,500. On August 15, 2011, the board of directors approved the sale of common stock to certain officers and related parties totaling 17,160,576 shares. These shares carry the following restrictions:

•

50% of the purchased shares cannot be sold for a minimum of 12 months from the purchase date and the remaining 50% of the purchased shares cannot be sold for a minimum of 18 months from the purchase date (the “Restricted Period”),

•

the holders of such shares have no right to receive any dividends should they be paid on such purchased shares of common stock until the restrictions in clause (i) above are lifted, and

•

the Company retains the right to re-purchase the purchased shares from such persons at the original purchase price if:

○

the Company’s revenue does not increase by 25% over the Restricted Period and

○

assets held on the platform do not increase by 50% over the Restricted Period.

Each of said purchasers subject to these restrictions signed a note payable to the Company in the amount of each individual's total purchase price ($0.0185 per share), or $317,427. Additionally and pursuant to these stock purchases, each of said purchasers who had previously owned any options or warrants for shares of the Company’s common stock agreed to cancel any and all such outstanding warrants or options, held by such purchaser, effective as of August 15, 2011. The Company recorded an expense of $5,459,700, or $0.318 per share, which is the difference between the fair market value of the stock on the date of issuance, $0.337 and $0.019.

Effective August 23, 2011, Nine Mile Software, Inc. acquired SaveDaily.com, Inc. in a reverse triangular merger and issued 33,000,000 shares of Nine Mile common stock to the shareholders of SaveDaily.com, Inc. As part of the Merger, the Company also issued 1,600,000 shares related to the conversion of Nine Mile liabilities and 775,000 shares to Nine Mile shareholders net of the cancellation of 100,000 shares. Prior to the Merger, Nine Mile had 699,556 shares outstanding.

On August 24, 2011 the Company issued 1,700,000 shares of common stock to a consultant pursuant to a consulting agreement. These shares were valued at $0.50 per share or $850,000, which was the market price at the time of issuance and expensed as general and administrative expenses.

On September 7, 2011 we granted to certain of our employees and consultants 6,000,000 shares of common stock. The fully vested shares were valued at $0.30 per share, which was the market price at the time of issuance and expensed as general and administrative expenses.

In September 2011, the Company completed a private placement of 519,335 shares of common stock to accredited investors at a subscription price ranging from $0.364 to $0.50 per share for total gross proceeds of $230,000.

NOTE 9 – 2011 EQUITY INCENTIVE PLAN

In 2011, the Company adopted the “2011 Equity Incentive Plan”. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by offering Participants the opportunity to share in such long-term success by acquiring a proprietary interest in the Company. The Plan seeks to achieve this purpose by providing for discretionary long-term incentive awards in the form of Options (which may be Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Stock Grants, Restricted Stock Units and Cash Bonus Awards. The aggregate number of Shares reserved for Awards under the Plan is 10,000,000. In 2012 we granted 1,318,626 options and reserved another 1.6 million options to be issued subject to future performance goals.

Options - A summary of option activity under the 2011 plan is as follows:


	Shares			Weighted average exercise price	Weighted average remaining contractual term (years)		Aggregate intrinsic value*
Options outstanding at April 30, 2011	5,049,770		$	0.17
Granted	1,495,000		$	0.12
Exercised	-		$	0.00
Lapsed	(5,022,739	)	$	0.17
Options outstanding at December 31, 2011	1,522,031		$	0.13	4.2	$	0
Granted	1,518,626		$	0.30
Exercised	-		$	0.00
Lapsed	-		$	0.00
Options outstanding at December 31, 2012	2,840,657		$	0.21	4.4	$	164,450
Options exercisable at December 31, 2012	2,134,911		$	0.22	4.4	$	114,538

* Amount by which the fair value of the stock at the balance sheet date exceeds the exercise price

We also reserved 1,680,000 shares for options issuable upon the achievement of future performance goals.

The following table summarizes information relating to currently outstanding and exercisable stock options as of December 31, 2012:

	Options Outstanding			Options Exercisable
Range of exercise prices	Shares	weighted average exercise price	Weighted average remaining life in months	Shares	weighted average exercise price

$ 0.01-$ 0.15	1,495,000	$0.12	47.3	1,041,253	$0.12
$ 0.16-$ 0.67	1,345,657	$0.31	57.5	1,093,658	$0.31
Total Shares	2,840,657			2,134,911

The Company used the Black-Scholes option pricing model in valuing options and warrants. The inputs for the valuation analysis of the options and warrants include the market value of the Company’s common stock, the estimated volatility of the Company’s common stock, the exercise price and the risk free interest rate. As of December 31, 2012, total unrecognized compensation expense related to nonvested share-based compensation arrangements was $536,310. This expense is expected to be recognized over a weighted-average period of .96 years.

The key inputs in determining grant date fair value for the periods ended December 31 are as follows:

	2012	2011
Risk-free interest rate	2.0%-3.25%	3.25%
Dividend yield	0.00%	0.00%
Expected volatility	200%-253%	85%
Expected term (in years)	5.0	5.0
Weighted average grant date fair value of options granted during the period	$0.25	$0.94

A valuation allowance was recorded against substantially all of our net deferred tax assets, including those generated by the stock-based compensation expense related tax benefits.

Warrants -During the eight months ended December 31, 2011, the Company granted warrants to investors to purchase 852,480 shares of common stock at an exercise price of $0.37 per share. 750,000 of those warrants were granted as a loan inducement in connection with the issuance of the 2011 $750,000 convertible note. The value of the inducement warrants was $149,740.

102,480 warrants were granted as part of a unit offering of our common stock therefore their fair value was considered a component of the proceeds. 102,482 warrants expired unexercised in 2012.

We granted 200,000 warrants in 2012. The warrants were valued using the black-Scholes pricing model and assumption in the table above. As of December 31, 2012 we had 2,273,869 exercisable warrants outstanding at an average exercise price of $0.45 expiring in 2013-2016.

The following table summarizes information relating to currently outstanding and exercisable common stock warrants as of December 31, 2012 under plans not approved by the shareholders:

	Shares			Weighted average exercise price	Weighted average remaining contractual term (years)		Aggregate intrinsic value*
Warrants outstanding at April 30, 2011	9,019,758		$	0.38
Granted	852,480		$	0.37
Exercised	0		$	0.00
Lapsed	(7,695,887	)	$	0.36
Warrants outstanding at December 31, 2011	2,176,351		$	0.46	4.2	$	0
Granted	200,000		$	0.30
Exercised	0		$	0.00
Lapsed	(102,482	)	$	0.34
Warrants outstanding at December 31, 2012	2,273,869		$	0.31	2.9	$	172,500
Warrants exercisable at December 31, 2012	2,073,869		$	0.31	2.7	$	172,500
* Amount by which the fair value of the stock at the balance sheet date exceeds the exercise price

NOTE 10 - INCOME TAXES

The Company has approximately $19.1 million in available net operating loss carryovers available to reduce future income taxes. These carryovers expire at various dates through the year 2033. The Company has adopted ASC 740 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against our entire net deferred tax asset of approximately $9.2 million.

Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry-forwards before full utilization.

The Company determines whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, the Company measures the tax position to determine the amount to recognize in the financial statements. The Company performed a review of its material tax positions in accordance with these recognition and measurement standards. The Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are not material amounts of unrecognized tax benefits.

The difference between the Company's "expected" tax provision (benefit), as computed by applying the U.S. federal corporate tax rate of 34% to loss before provision for income taxes, and actual tax is reconciled as follows:

	%			%
	2012			2011
Statutory U.S. federal income tax rate		34.0			34.0
State tax benefit		1.9			-
Permanent non-deductible differences		(6.7	)		(0.6	)
Equity based compensation differences		(5.0	)		(30.1)
Deferral of accruals		0.3			-
Change in valuation allowance		(24.5	)		(3.3)
Effective federal income tax rate		-			-

Deferred tax assets and liabilities are determined based on the difference between financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the current and deferred provision at December 31, 2012 and 2011 were as follows:


	Dec 31, 2012			Dec 31, 2011
Following is a summary of the components giving rise to the deferred tax provision.
Currently payable:
Federal	$	-		$	-
State		1,500			2,300
Total currently payable		1,500			2,300
Deferred:
Federal		1,167,700			4,623,000
State		333,000			1,202,000
Total deferred		1,500,700			5,825,000
Less increase in allowance		(1,500,700	)		(5,825,000	)
Net deferred		-			-
Total income tax provision (benefit)	$	1,500		$	2,300


		Dec 31, 2012			Dec 31, 2011
Individual components giving rise to the deferred tax assets are as follows::
Future tax benefit arising from net operating loss carryovers	$	6,758,500		$	5,665,400
Future tax benefit arising from options/warrants issued for services		499,800			-
Future tax benefits arising from accrued expenses		110,100			159,600
Future tax benefit (liability) arising from depreciation of fixed assets		(42,700	)		-
Total		7,325,700			5,825,000
Less valuation allowance		(7,325,700	)		(5,825,000	)
Net deferred	$	-		$	-

The Company files income tax returns in the U.S. federal jurisdiction and two state jurisdictions. The Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before April 30, 2009.

NOTE 11– COMMITMENTS AND CONTINGINCIES

Commitments:

Facilities:Our operations are conducted at our corporate offices located in Seal Beach, CA. The Company leases this facility under an operating lease agreement that expires on April 30, 2015 and currently requires minimum monthly payments of $7,965 that escalate each anniversary date. Current period expense and future minimum lease payments under this agreement are as follows:

	2012		2011
Period expense	$	63,720	$	46,308
Future minimum lease commitments:
2013		97,468
2014		100,300
2015		33,748

Legal Proceedings:

Qualified Investors LP Lawsuit. On September 7, 2011, Qualified Investors LP (“QILP”), filed a complaint in Superior Court for Orange County, California (the “QILP Complaint”) against SaveDaily.Com, Inc., the Company’s wholly-owned subsidiary (the “Subsidiary”) alleging that the Subsidiary had breached its payment obligations under a marketing agreement between QILP and the Subsidiary. QILP sought damages in the form a referral fee on each and every Safe Harbor Account SaveDaily had obtained. The Subsidiary filed a demurrer to the QILP Complaint, asserting that the terms of the marketing agreement required that any dispute arising in connection with the marketing agreement be submitted to binding arbitration. On November 8, 2011, QILP filed an amended complaint acknowledging and agreeing that the dispute be referred first to mediation and thereafter to binding arbitration. Additionally, on September 13, 2011, QILP filed an application for a writ of attachment against the Subsidiary’s assets. In that QILP agreed to submit the matter to binding arbitration. On February 15, 2013 the Arbitrator determined that QLIP was not entitled to recover any funds. Jeffrey Mahony, the Company’s Chief Executive Officer and a director of the Company, and Ken Carroll, a director of the Company, each owned 20% of QILP. The amounts previously accrued of $390,300 have been derecognized at December 31, 2012 resulting in a forgiveness of debt of $390,300.

QILP or the maintenance of the QILP Complaint against the Subsidiary.

McGaughy Lawsuit. On September 7, 2011, Melvin McGaughy (“McGaughy”) filed a complaint in United States District Court, Central District of California (the “McGaughy Complaint”) against Harry S. Dent, Jr. (“Dent”) for breach of personal guaranty. Dent is a director of the Company and a shareholder in the Company. On July 23, 2012, Judge James V. Selna granted a Motion for Summary Judgment in favor of the Plaintiffs in the total amount of $903,607, plus attorneys’ fees and costs, against Dent. On October 17, 2012 pursuant to its Bylaws, the Company resolved to indemnify Harry S. Dent, Jr. for the judgment rendered in the McGaughy Lawsuit. Contemporaneously, SaveDaily Partners, L.P., a Delaware limited partnership has agreed to provide the necessary funds to satisfy the judgment through a Securities Purchase Agreement for 7,325,000 shares of the Company’s common stock for $1,250,000. The Company has accrued an obligation of $1,230,200 in connection with the indemnification of which $946,700 remains outstanding at December 31, 2012.

On April 12, 2012, McGaughy filed a complaint in the Orange County Superior Court (the “McGaughy State Court Complaint) against SaveDaily.com, Inc. (“SaveDaily”) for breach of promissory note and money lent. The McGaughy State Court Complaint alleges that the SaveDaily borrowed $500,000 on August 26, 2002, and did not pay back the full amount when the note came due. McGaughy is seeking the unpaid balance on the note, as well as default interest. The damages sought by McGaughy in the McGaughy State Court Complaint are the same damages McGaughy sought against Dent and are a cross-claim and subset there. On March 22, 2013 the company entered into a Settlement Agreement. The Agreement stipulates three quarterly payments of $278,250 due June 30, Sept 30 and December 31, 2013

NOTE 12–LIQUIDITY

The Company has experienced annual operating losses since 1999. As of December 31, 2012 the Company had a negative working capital of $2,119,500 and a stockholders’ deficit of $4,116,600. During the year ended December 31, 2012 net cash used by operations was $2,304,700. In June 2012 the Company entered into a Financing and Security agreement. Under the agreement SaveDaily may receive up to $4,000,000. On October 17, 2012 the Company approved an Addendum to the June 27, 2012 agreement pursuant to which the lender waived all financial performance covenants and interest from July 1, 2012 until January 1, 2014. At December 31 the company had $1.8 million of unused credit. In addition In October, 2012 the company arranged to pay the “Dent” indemnification through the execution of a Securities Purchase Agreement for 7,325,000 shares of the Company’s common stock for $1,250,000. These sources of capital should provide sufficient additional funds to support its current operations and maintain liquidity through 2013.

NOTE 13 – SUBSEQUENT EVENTS

Settlement Agreement with Silvercross LP

On March 25, 2013 the company entered into a Debt Settlement Agreement. The purpose of the Agreement was to structure a payment schedule that would provide for payments to be spread out over four months. The full amount of the original note was due April 15, 2013. The Agreement stipulates four monthly payments of beginning March 25, 2013 and extending through June 15, 2013. The initial payment is $85,000 and is followed by three monthly payments each of $50,000.

Settlement Agreement with McGoughy

On March 22, 2013 the company entered into a Settlement Agreement. The Agreement stipulates three quarterly payments of $278,250 due June 30, Sept 30 and December 31, 2013.

NOTE 14 – TRANSITION PERIOD COMPARATIVE DATA

The following table presents certain financial information for the years ended December 31, 2012 and 2011, respectively:

	Year Ended Dec 31, 2012				(unaudited) Pro forma Twelve Months Ended Dec 31, 2011



Net Sales of services	$	2,037,100			$	979,700
Costs Applicable to Sales & Revenue		188,200				102,900

Gross Profit		1,848,900				876,800


Selling, General & Administrative Expenses		2,257,100		��		2,137,200
Equity compensation		700,800				7,044,500
Professional fees		1,769,800				1,541,000
Total Operating Expenses		4,727,700				10,722,700
Income (Loss) Before Other Income and Income Taxes		(2,878,800	)			(9,845,900	)

Other Income (Expense)
Interest (Expense)		(1,044,800	)			(130,900	)
Forgiveness of debt		390,300				134,300
Litigated settlement		(1,230,200	)			-
Income (Loss) from continuing operation before income taxes		(4,763,500	)			(9,842,500	)
Income Taxes		1,500				2,300
Net Loss	$	(4,765,000	)		$	(9,844,800	)

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.

CONTROLS AND PROCEDURES

(a)

Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our Management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of December 31, 2012. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports submitted under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, including to ensure that information required to be disclosed by the Company is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b)

Management's Annual Report on Internal Control over Financial Reporting.

We are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our internal control over financial reporting as of December 31, 2012. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2012, our internal control over financial reporting was effective.

(c) Changes in internal controls over financial reporting.

The Company’s Chief Executive Officer and Chief Financial Officer have determined that there have been no changes, in the Company’s internal control over financial reporting during the period covered by this report identified in connection with the evaluation described in the above paragraph that have materially affected, or are reasonably likely to materially affect, Company’s internal control over financial reporting.

ITEM 9B.

OTHER INFORMATION

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and ages of our current directors and executive officers, and the principal offices and positions with us held by each person. Our executive officers are appointed by our Board of Directors. Our directors serve until the earlier occurrence of the appointment of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors and executive officers.

Appointment of New Directors

In connection with the Merger, we appointed four new directors to our Board of Directors. Furthermore, concurrent with the closing of the Merger, Mr. Damon Deru, our sole director prior to the Merger and acting Chief Executive Officer and Chief Financial Officer of Nine Mile, resigned from these positions. Immediately following the resignation of Mr. Deru, Mr. Jeffrey Mahony was appointed Chief Executive Officer, Mr. Gregory Vacca was appointed President, Ms. Pauline Schneider was appointed Chief Financial Officer (succeeded by Michael Cronin in February, 2012) and Mr. Ken Carroll was appointed Secretary, respectively, of SaveDaily, Inc.

Directors and Executive Officers

Set forth below is information regarding our current directors and executive officers. The directors are elected by the stockholders. The executive officers serve at the pleasure of the Board of Directors.

Name	Age	Position

Harry Dent, Jr.	63	Director and Chairman of the Board
Steve Durbin	34	Director
Jeffrey Mahony	47	Director and Chief Executive Officer
Greg Vacca	63	Director and President and Secretary
Ken Carroll	48	Former Chief Financial Officer, Director
Michael F. Cronin	57	Chief Financial Officer

Harry Dent Jr., Chairman of the Board Directors, Chief Strategic Officer

Harry S. Dent, Jr. is widely recognized as a leading expert on the business impact of economic, technological and demographic trends in society. A renowned investment strategist and international best-selling author, Mr. Dent also advises the AIM/Dent Demographic Trends Fund and the Van Kampen Roaring 2000s Unit Investment Trust, and manages the Dent Strategic Sector Fund. Earlier in his career, Mr. Dent was a consultant with Bain & Company, a leading international consulting firm. While at Bain, he counseled business strategy for Fortune 100 companies. He has been chief executive officer of several entrepreneurial growth companies, and currently is a member of advisory boards of several financial services companies. Mr. Dent received his MBA from Harvard Business School, where he was a Baker Scholar and an elected member of the Century Club, for leadership excellent.

Steve Durbin, Director

Steve Durbin founded Quail Bend, LLC in early 2010 to pursue small and micro cap investing in both the public and private markets. Quail Bend raises capital for its private equity investments on a deal-by-deal basis and generally employs classic value investing principals and focuses on transactions under $50 million. In 2012 Quail Bend formed SaveDaily Partners, LP as a special purpose entity to provide SaveDaily, Inc. with a senior secured convertible loan of up to $3.0 million.

During 2010 and 2011 Mr. Durbin acted as Senior Managing Director and Head of Investment Banking at The Watley Group, a boutique financial services firm that provides operating and advisory services to companies in complex situations. From 2006 to 2009 Mr. Durbin worked at Red Mountain Capital Partners, a small cap value hedge fund, where he was a Principal and responsible for sourcing and managing investments. Prior to joining Red Mountain, Mr. Durbin was an Associate at Oak Hill Capital Partners where he focused on the business and financial services sectors. Prior to Oak Hill, Mr. Durbin was an investment banker at JP Morgan where he focused on financial sponsor clients.

Mr. Durbin was appointed to the Board of Directors on June 12, 2012.

Jeffrey W. Mahony, Director and Chief Executive Officer

An executive with more than 17 years experience in Internet strategy development and large scale project management for financial trading systems, Jeff Mahony is the company’s Chief Executive Officer and a founding member of SaveDaily. Prior to joining SaveDaily, Mahony served as Founder, President and Chief Executive Officer of the Jeda Group, an Internet strategy firm serving small and middle-market financial companies. He has also worked with TRW’s Space and Defense Sector to Smart Technologies, a start-up focused on financial modeling using predictive algorithms. Mr. Mahony is a graduate of the University of California, Los Angeles with a Bachelor’s Degree in Cognitive Science.

Gregory D. Vacca, Director, President and Secretary and Chief Business Development Officer

Greg Vacca joined SaveDaily as the Chief Business Development Officer in May 2011. From November 2009 until May 2011 he was Vice President, Region Manager for US Bancorp Investments. From October 2007 until November 2009, Mr. Vacca was the President/CEO of WiFiMed Holdings, a company that acquired JMJ Technologies where he had been President/CEO since July 2006. Mr. Vacca’s financial services experience includes senior management positions with First Nationwide/CalFed Investments where he served as Senior Vice President Insurance/Business Banking Manager from June 1994 until January 2003. Overlapping his time with CalFed Investments, Mr. Vacca, as Principal of Vacca Insurance Services, consulted to insurance companies, broker/dealers and financial institutions for the sale of insurance and investment products between 2000 and July 2006. During that time, he was a Principal/Founder of the CoreLink Group which provided a trading platform for investment representatives in financial institutions. His industry service includes Director/President of the Financial Institutions Insurance Association (1995-2002), President/Director of the Bank Insurance and Securities Association (2002-2006) and Trustee for the National Association of Insurance and Financial Advisors (2002-2003).

He holds the designations of Certified Financial Planner, CFP® and Chartered Life Underwriter, CLU. He is a graduate of University of California, Irvine with a Bachelor's degree in Biological Sciences. He also received the Master of Divinity degree from the San Francisco Theological Seminary and is a retired Presbyterian minister and US Army Reserve Chaplain (LTC Ret.) (24 years, Desert Storm veteran). His current community service is as Trustee of the Los Ranchos Presbytery since December 2010 and Director of the Orange County Interfaith Shelter since about June 2009.

Kenneth P. Carroll, Director

Ken Carroll is a founding member of SaveDaily and served as Chief Financial Officer for SaveDaily from 1999 to June 2011. From 1997 to 1999, Mr. Carroll served as Chief Financial Officer and Vice President of Operations for BKM Total Office of California, a distribution company with $85 million in annual revenue. Prior to BKM Total Office, Mr. Carroll worked with Steelcase Inc., Peterson Consulting, LLP, in Los Angeles, and as a development consultant for Prudential Real Estate Affiliates. Mr. Carroll holds a Master’s Degree in Finance from the University of Southern California, as well as a Bachelor’s Degree in Economics from the University of California, at Irvine.

Michael F. Cronin, CPA, Chief Financial Officer

Mr. Cronin was a principal in a Florida-based accounting and auditing firm, formerly registered with the Public Company Accounting Oversight Board, which provided companies with auditing, SEC disclosure and other financial consulting services. Previously, Mr. Cronin was the CFO and Director of Operations for Ultimate Franchise Systems, Inc., a publicly traded company with over $60 million in revenues. Mr. Cronin is a CPA, has an M.S. in Accounting from the University of Central Florida and a B.S. in Accounting from St. John Fisher College of Rochester, NY.

Board of Directors

Our Board of Directors is currently composed of five members. We have no independent directors. Mr. Dent, Jr. has been elected as the Chairmen of the Board of Directors. In such capacity, he is responsible for presiding at the meetings of the Board of Directors or at meetings of committees of the Board of Directors.

Board Committees

As of this date, our Board of Directors has appointed a compensation committee with two members, Mr. Durbin and Mr. Carroll, but has not appointed an audit committee or nominating/corporate governance committee. We are not currently required to have such committees. Accordingly, we do not have an “audit committee financial expert” as such term is defined in the rules promulgated under the Securities Act and the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The functions ordinarily handled by these committees are currently handled by our entire Board of Directors. Our Board of Directors intends however to review our governance structure and institute board committees as necessary and advisable in the future, to facilitate the management of our business.

Our compensation committee reviews and recommends policies relating to compensation and benefits of our officers and employees. The compensation committee:

• reviews and approves corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers;

• evaluates the performance of these officers in light of those goals and objectives;

• sets the compensation of these officers based on such evaluations;

• approves grants of stock options and other awards under our stock plans; and

• will review and evaluate, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter.

Board Meetings and Committees

Directors may be paid their expenses, if any, of attendance at a meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving SaveDaily in any other capacity and receiving compensation therefore except as otherwise provided under applicable law.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website. Information contained on or accessible through our website is not incorporated by reference into this report, and you should not consider information contained on or accessible through our website to be part of this report.

ITEM 11.

EXECUTIVE COMPENSATION

The following table sets forth information regarding all forms of compensation received by the named executive officers during the fiscal periods ended December 31, 2012 and December 31, 2011, respectively:

Name & Principal Position	Year		Base Salary		Bonus		Stock Awards*		Option Awards*		Non-Equity Incentive Plan Compensation Earnings		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
Jeff Mahony		2012	$	232,050	$	0	$	0	$	19,903	$	0	$	0	$	57,814	$	309,767
CEO		2011		144,000		0		365,090		0		0		0		25,255		534,345
Greg Vacca		2012		217,800				0		19,903		0		0		24,000		261,703
President		2011		144,000		0		109,410		260,838		0		0		0		514,248
Michael Cronin		2012		24,000		0		0		24,505		0		0		0		48,505
CFO		2011		0		0		0		0		0		0		0		0

(1) The amounts in column (e) reflect the aggregate grant date fair value with respect to employee stock awards.

(2) The amounts in column (f) reflect the aggregate grant date fair value with respect to employee stock options and warrants vested during the respective fiscal years in accordance with ASC Topic 718 and the fair value assumptions described in our financial statement notes.

Stock Option Plans

In August, 2011 the Board approved the 2011 Stock Option Incentive Plan under which employees and directors of the Company are eligible to receive grants of stock options. The Company reserved a total of 10,000,000 shares of common stock under the Plan. These options are non-qualified and the underlying shares have not been registered with the SEC. The Company’s executive management administers the plan. The Board has full and final authority to select the individuals to whom options will be granted, to grant the options, and to determine the terms and conditions and the number of shares issued pursuant thereto.

Outstanding Equity Awards to Each of our Executive Officers at December 31, 2012:

Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price	Option Expiration Date	Number of Unearned Shares, Units or Rights That Have Not Vested	Market or Payout Value of Unearned Shares, Unitsd or Rights That Have Not Vested
(a)	(b)	(c)	(d)	(e)	(h)	(i)
Jeff Mahony	131,976	-	$0.30	9/28/2017	-	-
CEO	80,000	-	$0.30	12/4/2017	-	-
Greg Vacca	553,334	276,666	$0.12	12/9/2016	-	-
President	80,000	-	$0.30	12/4/2017	-	-
Michael Cronin	24,000	48,000	$0.30	9/11/2017	-	-
CFO	-	28,000	$0.30	12/4/2017	-	-

Director Compensation

The following table summarizes the compensation for director services earned by our non-employee directors during 2012. No director who is also an employee receives additional compensation for providing director services. None of our other directors receive cash compensation for providing director services to us.

Name	Fees Earned or Paid in Cash ($)	*Stock Awards ($)**	Option Awards(1) ($)	Non-Equity Incentive Plan Compensation Earnings ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Harry Dent Jr.	$0	$0	$37,318	$0	$0	$0	$37,318
Kenneth Carroll	0	0	36,074	0	0	0	36,074
Steven Durbin Jr.	0	0	36,074	0	0	0	36,074

(1) The amounts in column (d) reflect the aggregate grant date fair value with respect to employee stock options and warrants vested during the respective fiscal years in accordance with ASC Topic 718 and the fair value assumptions described in our financial statement notes.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table presents certain information regarding the beneficial ownership of all shares of common stock at March 25, 2013 for each executive officer and director of our Company and for each person known to us who owns beneficially more than 5% of the outstanding shares of our common stock. The percentage ownership shown in such table is based upon the 47,678,973 shares that were issued and outstanding on March 25, 2013 and ownership by these persons of options or warrants exercisable within 60 days of such date

	Number of	Percent of
	Shares of	Shares of
	Common	Common
	Stock	Stock
	Beneficially	Beneficially
Name of Beneficial Owner and Address (1)	Owned	Owned
Steve Durbin (2)	10,310,628	21.6	%
Harry Dent, Chairman (3)	8,180,024	17.2	%
Jeffrey Mahony, Director and Chief Executive Officer	6,807,469	14.3	%
Matthew Nunez	3,725,686	7.8	%
Kenneth Carroll, Director	2,986,249	6.3	%
Gregory Vacca, Director and President	1,646,771	3.5	%
Michael Cronin, Chief Financial Officer	72,000	0.2	%
All directors and officers and 5% owners as a group (7 persons)	33,728,827	70.7	%

(1)

Unless otherwise indicated, the address of the beneficial owner will be c/o SaveDaily, Inc., 3020 Old Ranch Parkway, Suite 140, Seal Beach, California 90740

(2)

Includes SaveDaily Partners LP

(3)

Includes Dent Strategic Sector Fund I LLP and HS Dent Foundation

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Our chief executive officer, president, a director, a former executive officer and an employee have notes receivable outstanding with company for the purchase of equity prior to the Merger.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Relationship with Independent Registered Public Accounting Firm

On October 17, 2012, the Board of Directors of SaveDaily, Inc. (the “Company”) voted to dismiss HJ Associates & Consultants, LLP, (“HJ”) as the Company’s independent registered public accounting firm effectively immediately. The audit reports of HJ on the financial statements of SaveDaily, Inc. for the year ended December 31, 2011 did not contain any adverse opinion or disclaimer of opinion or qualification. HJ did not, during the applicable periods, advise SaveDaily, Inc. of any of the enumerated items described in Item 304(a)(1)(v) of Regulation S-K

SaveDaily, Inc. and HJ during the two most recent fiscal years or the subsequent period through October 17, 2012, the date of dismissal, assert there have been no (a) disagreements with HJ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to HJ’s satisfaction would have caused HJ to make reference to the subject matter thereof in connection with its reports for such years.

The Company provided HJ with a copy of the disclosures is making this Current Report on Form 8-K and requested from HJ a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of HJ’s letter dated October 19, 2012 is attached as Exhibit 16.1.

Contemporaneous with the determination to dismiss HJ, the Board of Directors resolved to engage EFP Rotenberg, LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2012, also to be effective immediately. Prior to October 17, 2012 and at no time during the past two fiscal years and the subsequent period through October 17, 2012 has the Company consulted with EFP Rotenberg, LLP regarding:

(1) the application of accounting principles to a specified transactions,

(2) the type of audit opinion that might be rendered on the Company’s financial statements,

(3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or

(4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

Audit Fees

For the fiscal periods ended December 31, 2012 and 2011, respectively, the aggregate fees billed for services rendered for the audits of the annual financial statements and the review of the financial statements included in the quarterly reports on Form 10-Q and the services provided in connection with the statutory and regulatory filings or engagements for those fiscal years and registration statements filed with the SEC were $65,600 and $44,000, respectively.

Audit-Related Fees

For the fiscal periods ended December 31, 2012 and 2011, respectively, there were no fees billed for the audit or review of the financial statements that are not reported above under Audit Fees.

Tax Fees

For the fiscal periods ended December 31, and 2012 and 2011, respectively, there were no fees billed for tax compliance services. There was no tax-planning advice provided in the periods ended December 31, 2012 and 2011, respectively.

All Other Fees

For the fiscal periods ended December 31, 2012 and 2011, respectively, there were no fees billed for services other than services described above.

Board of Directors Approval of Audit and Non-Audit Services of Independent Accountants

The Board of Directors approves all audit and non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The independent accountants and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent accountants, and the fees for the services performed to date.

PART IV

ITEM 15.

EXHIBITS

	Exhibit Number	Description

2.1*

Description and Plan of Merger dated August 22, 2011 (incorporated by reference to our Report on Form 8-K filed August 30, 2011)

3.1*

Agreement of Merger, filed with Secretary of State of State of California on August 23, 2011 (incorporated by reference to our Report on Form 8-K filed on August 30, 2011)

3.2*

Certificate of Incorporation of Nine Mile Software, Inc. (name changed to SaveDaily, Inc. and incorporated by reference and included as an Exhibit to Form SB-2 filed on May 17, 2007)

3.3*

Certificate of Amendment to Article of Incorporation (incorporated by reference to our Report on Form 8-K filed on August 30, 2011)

3.4*

By-laws of Nine Mile Software, Inc. (name changed to SaveDaily, Inc. and incorporated by reference and included as an Exhibit to Amendment No. 1 of From SB-2 filed on November 19, 2007

10.1*

Trade Warrior Stock Purchase Agreement dated August 26, 2011 (incorporated by reference to our Report on From 8-K filed on August 30, 2011)

10.2*

Consulting Agreement between Nine Mile Software, Inc., SaveDaily.com, Inc. and Via Alep LLC (incorporated by reference to our report on Form 10-K filed on August 30, 2011)

10.3*

2011 Equity Incentive Plan (incorporated by reference to our Report on Form 10-Q filed August 15, 2011

10.4*

Financing and Security Agreement (incorporated by reference to our Report on Form 8-K filed on April 16, 2012)

10.5*

Senior Secured Convertible Note (incorporated by reference to our Report on Form 8-K filed on April 16, 2012)

21.1

Subsidiaries of the Registrant

31.1

Certification Of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification Of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Principal Executive Officer. And Principal Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incorporated by reference

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SAVEDAILY, INC.

(Registrant)

Signature	Title	Date

/s/ Jeffrey W. Mahony	Director, Chief Executive Officer	April 9, 2013
Jeffrey W. Mahony	(Principal Executive Officer)


/s/ Michael Cronin	Chief Financial Officer	April 9, 2013
Michael Cronin	(Principal Financial Officer & Principal Accounting Officer)

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	8th grade Avg

Savedaily (SAVY) Inactive 10-K2012 FY Annual report

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