10-K

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: March 31, 2014

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

For the transition period from _____________ to _____________

Commission File No. 000-54083

CLONE ALGO INC.

(Exact name of registrant as specified in its charter)

Nevada	27-3183663
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3225 McLeod Drive, Suite 100

Las Vegas, NV 89121

 (Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: 702-871-8535 

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

Title of each class	Name of each exchange on which registered
None	None

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

Common Stock, par value $0.001 per share

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

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

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

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

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

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

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

(Do not check if a smaller reporting company)

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, September 30, 2013: N/A.

Number of the issuer’s common stock outstanding as of November 21, 2014:  697,646,696.

Documents incorporated by reference: The Company’s Current Reports on Form 8-K dated March 12, April 11, April 30, July 3, July 25, August 15, September 11, October 20, and November 7 (all in 2014) .

TABLE OF CONTENTS

		Page
Part I
Item 1	Business	4
Item 1A	Risk Factors	14
Item 1B	Unresolved Staff Comments	14
Item 2	Properties	14
Item 3	Legal Proceedings	14
Item 4	Mine Safety Disclosures	14
Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	15
Item 6	Selected Financial Data	15
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operation	16
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	21
Item 8	Financial Statements and Supplementary Data	F-1
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22
Item 9A	Controls and Procedures	22
Item 9B	Other Information	22
Part III
Item 10	Directors, Executive Officers and Corporate Governance.	23
Item 11	Executive Compensation	27
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	28
Item 13	Certain Relationships and Related Transactions, and Director Independence.	29
Item 14	Principal Accounting Fees and Services	30
Part IV
Item 15	Exhibits, Financial Statement Schedules	31
Signatures		32

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any other statements that are not historical facts.

From time to time, forward-looking statements also are included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in our presentations, and in other materials released to the public.  Any or all of the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors.  Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

 CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “Clone Algo,” “we,” “us,” “our,” and the “Company,” they refer to Clone Algo Inc. and our subsidiaries.  “SEC” refers to the Securities and Exchange Commission.

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PART I

Item 1.          Business.

 

The 2nd Generation Social Media chart above simplifies the difference between the first generation of social media and the second generation of social media.  Statistics have been provided to show the on-going importance of social media and that social media is here to stay.

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The statistics in Powerful Demographic chart above show the reasoning behind the Company’s preference to create the mobile app on the Android platform. Growth in the Android platform correlates with an increased amount of potential users for Clone Algo products.

Overview

Clone Algo Inc. was established in Nevada on February 22, 2010 as a “blank check” company and “shell company” called Corridor Ventures I Acquisition Corp.  Corridor changed its name on January 8, 2014 to Clone Algo Inc., and, on that same date, the Company’s current Non-Executive Chairman of the Board of Directors (the “Board”), Niraj Goel, became its President, Chief Executive Officer, Chief Financial Officer, and Director.

Clone Algo Inc. owns 65% of Clone Algo Pte Ltd., a Singapore company (the “Singapore Subsidiary”).  Mr. Goel owns the other 35% of the Singapore Subsidiary. Algo Markets Limited, a Malaysia company (“Algo Markets”), is a wholly-owned subsidiary of the Singapore Subsidiary and is the subsidiary through which the Company conducts its operations.  As disclosed in a Current Report on Form 8-K that the Company filed with the SEC on March 19, 2014, the Company’s substantive operations began on March 10, 2014 with the acquisition by Algo Markets of certain intellectual property. As disclosed in a Current Report on Form 8-K that the Company filed with the SEC on May 22, 2014, Nitin Damodaran was appointed as the Company’s Chief Executive Officer and Interim Chief Financial Officer on May 21, 2014.

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The Company’s management has over 250,000 man-hours of algorithm trading and timing technology development experience, with the Company’s Non-Executive Chairman, Niraj Goel, having over 50,000 man-hours of experience alone over the last 2.5 decades.  The technology being utilized by the Company helped the group of companies controlled by Dragon Holdings AG have over $200 billion of trading volume with major banks and brokers in 2013.

The Company recorded total revenues of $2,107,580 and a net loss of $79,367,511 for the year ended March 31, 2014.

Clone Algo is a technology and innovation driven company which develops ecosystems for the second generation of social media.  This is the evolution from eyeballs and advertisement revenue to recurring transactional revenue.  These transactional revenues are achieved based on fulfilling human and/or industry needs in five areas:

Firstly, helping users attain financial independence with easy to use low risk techniques via the family of Clone Algo products.

Secondly, helping ensure sustainable, progressive and positive growth for the financial service industry by creating life-long clients via insurance on algorithms in trading accounts.

Thirdly, the ease of consistently booking good value travel arrangements via the Travel App.

Fourthly, the convenience of doing your own banking on your mobile phone via the AlgoTrust App.

Lastly, to educate users regarding these ecosystems via Algo TV, Algo Magazines and Algo Newsletter.

Our unique selling point - WE DEVELOP ARTIFICIAL INTELLLIGENCE FOR ALGORITHMS.

The Company’s businesses will be spread out across four different industry sectors: 1) financial technology; 2) algorithmic technology for insurance; 3) algorithmic technology for hospitality and travel; and 4) media services for algorithmic technology. Each sector will operate on its own, or in conjunction with the other sectors.  We are a business to business company that generates the majority of our revenue via brokers, banks, and hedge funds paying us technology fees based on the number of their customers that use our apps and the amount of trading such customers engage in.

The Company’s technology division develops ecosystems for social media, researches timing sciences, develops algorithms as well as risk management systems based on artificial intelligence.

Each social media ecosystem is run by automated algorithms based on artificial technology. Currently, the Company has one key network of social media ecosystems in operation, the Social Investment Network. A Hospitality and Travel Network is currently in beta testing.  A Banking Network is still under development.. Each network will have various ecosystems under it, some of which are already available via Google Play, with a few still under research and development. Front-end delivery of the networks is via mobile applications or desktop software.  Each ecosystem will have its preferred front-end delivery medium.

The Social Investment Network has various ecosystems under it, such as the Clone Algo App, Clone Algo PRO (professional), Clone Algo DIY (do it yourself), Paisa App, and Okane App.  As of November 21, 2014, the Clone Algo App, Clone Algo PRO, and Clone Algo DIY are available to consumers.

The Clone Algo App is an ecosystem which provides users with the knowledge with which to clone trades from various master accounts to the user’s own account with connected brokers, banks, and hedge funds. Front-end delivery for this application is via mobile. Trades available from master accounts for cloning use algorithms, advanced cloning, and non-predictive timing technology. Users are able to clone trades in a variety of markets such as foreign exchange, futures, contract for differences, crude oil, and gold. Similar social investment networks in multiple different languages are currently being developed.

The Clone Algo PRO is an ecosystem designed for fund managers which provides them with the knowledge with which to clone trades from various master accounts to the fund’s account with connected brokers, banks, and hedge funds. Front-end delivery for this application is via desktop software. Trades available from master accounts for cloning use algorithms advanced cloning, and non-predictive timing technology. Users are able to clone trades in a variety of markets such as foreign exchange, futures, contract for differences, crude oil, and gold.

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The Clone Algo DIY is an ecosystem designed for the average person. The app provides them with the knowledge with which to clone trades from multiple master accounts to the user’s own account with connected brokers, banks, and hedge funds. Front-end delivery for this application is via mobile. Trades available from master accounts for cloning use algorithms advanced cloning, and non-predictive timing technology. Users are able to clone trades in a variety of markets such as foreign exchange, futures, contract for differences, crude oil, and gold. Each account on Clone Algo DIY is insured and has a low principal amount required for investment. Each account will also be linked with a credit card service provider.

The Hospitality and Travel Network currently has one developed ecosystem called the TravelEzy App.

The TravelEzy App is an ecosystem which uses advanced algorithms and timing-sciences to search and book discounted rates for hotels as well as flights. Front-End delivery for this application is via mobile as well as desktop software.

The Banking Network is currently being developed. It will have an ecosystem called the AlgoTrust App.

The AlgoTrust App will be an ecosystem consisting of an alternative banking system which uses algorithms to process do-it-yourself banking transactions. Front-end delivery for this application will be via mobile as well as desktop software.

The Company will provide Insured Asset Management Products under its Insurance industry sector. These products will be provided in collaboration with insurance companies and will be available to users of the Clone Algo App, Clone Algo Pro and Clone Algo DIY to insure their trading accounts. Insured trading accounts will be subject to terms and conditions.

The Company’s media division develops reliable and up-to-date content for its various media outlets.

Clone Algo TV currently delivers content to consumers via online media platforms such as YouTube.com. Consumers can subscribe to Clone Algo TV on YouTube.com under the user name: CLONEALGO.

Clone Algo Print Magazine is currently under production and will be released every three months. The first issue is expected to be released in early 2015.

Clone Algo E-Magazine is currently under production and will be released every three months. The first issue is expected to be published online in early 2015.

Clone Algo Newsletters are currently under production and will be released once per week. The first issue is expected to be published and sent out to investors and shareholders in early 2015.

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Financial Technology Sector

 

The Social Media Companies chart above shows the revenue capability of transaction-based revenue models over ad-based revenue models as well as the capacity for revenue growth with an increase in users.

 

The Social Trading Revolution chart above shows a simplified version of the revenue model of Clone Algo and the increased revenue growth of the company as new accounts have signed up each week since the launch of the products.

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The Company’s Financial Technology Business Sector has three products available to consumers: 1) Clone Algo PRO, 2) Clone Algo App, and 3) Clone Algo DIY.

The financial technology business is executed by having distribution arrangements with brokers and distributors.  Each client sets up an account with brokers who then provide the mobile app to the clients. A commission is charged per trade when the mobile app trades. The broker pays a licensing fee per trade to Algo Markets for the use of the Clone Algo App.

The financial technology products provided by the Company are run on the Clone Algo software. The Clone Algo software is comprised of different back-end and front-end systems:

1. Central Trade System: fully automated with a central matching utility that allows for a smooth allocation/confirmation workflow.

2. Data Management System: manages a large set of structured data and runs operations on the data as required.

3. Trade Management System: manages order entries and processing.

4. API and Connectivity System: manages the interactions between all systems within the Clone Algo App.

These four systems work collectively to run the Clone Algo App which then helps in creating the revenue for the Company. The revenues earned are B2B as distributors pay fixed technology fees for the usage of our software platform.

Clone Algo PRO

The Company’s technology division has developed desktop software for use by market makers and asset managers, called Clone Algo PRO. This ecosystem is based on artificial intelligence in algorithms as well as research in running timing-sciences.  Each asset manager or user normally has multiple accounts.

Clone Algo PRO is an ecosystem designed for fund managers which provides them with the knowledge with which to clone trades from various master accounts to the fund’s account with connected brokers, banks, and hedge funds. Trades available from master accounts for cloning use algorithms, advanced cloning, and non-predictive timing technology. Users are able to clone trades in a variety of markets such as foreign exchange, futures, contract for differences, crude oil, and gold.

As described under Services and Distribution Agreements below, our main source of revenue from Clone Algo PRO is from the fees that brokers, hedge funds, and banks pay for licensing Clone Algo PRO.

Performance Fee for Use of Algorithms

We charge a fixed monthly fee or percentage of profit based on the type of algorithm used.  A 30% performance fee is generally charged.

There are currently 225 accounts using Clone Algo Pro and for which brokers, hedge funds, and banks are paying the technology fee and/or the performance fee.

Consultancy Fee for Development of Trading Systems

We charge, on a per project basis, for providing consulting and programming services for creating algorithms and trading systems.

Trading Infrastructure Data Center

We charge, on a per project basis, based on the number of servers and other data center infrastructure used.

TTO Services

Hedge fund managers and other asset managers outsource trading to the Company and we charge, on a per project basis, for the office, traders, infrastructure, risk management systems, trading platform, and algorithms that we provide to them.

We also provide a one stop shop to new startup hedge fund managers in a service called “Hedge Funds in a Box”. This service is available to fund managers on a profit-sharing basis. The Company provides customers with a seamless set-up procedure as well as access to legal and accounting channels.

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Clone Algo App

The Company’s technology division has developed a mobile app, for use by individual clients, called the Clone Algo App. This ecosystem is based on artificial intelligence in algorithms as well as research in timing-sciences. Front-end delivery for this application is via mobile and it is available free to users via Google Play.  It can also be downloaded from the Company’s website or the websites of connected brokers.

The Clone Algo App is an ecosystem which provides users with the knowledge with which to clone trades from various master accounts to the user’s own account with connected brokers, banks, and hedge funds. Trades available are from master accounts for cloning use algorithms, advanced cloning and non-predictive timing technology. Users are able to clone trades in a variety of markets such as securities trading, foreign exchange, futures, contract for differences, crude oil, and gold. Similar social investment networks in multiple different languages are currently being developed for launch in different countries.

The Clone Algo App is efficient and helps clone trades based on algorithmic trading in master accounts which execute and manage risk automatically, as it works for the user when the user does not have the time, expertise, or emotional control to trade. Users can leverage their investment based on leverage provided by brokers.

Eventually, users will be able to opt for insurance on certain algorithms in their accounts if they wish to do so. Insured algorithms will be offered based on a premium charged by the insurance providers on a per trade basis.  Separate terms and conditions will apply for insured accounts.  Generally, trading will stop if any account suffers a 30% loss. Trading will resume only upon account top-up by the insurance company.  Insured accounts will normally not be able to be closed for at least two years so as to cover the risk of the insurance company by assuring they can collect premiums for two years.

Certain financial service providers provide loans for trading capital to Clone Algo App users. Generally, the loans are for five years and carry an interest rate of 6%. The loan amount is then repaid in 60 equal monthly installments.

As described under Services and Distribution Agreements below, our main source of revenue from the Clone Algo App is from the technology fees that brokers, hedge funds, and banks pay for licensing the Clone Algo App.

Our sources of revenue will eventually include providing consulting and programming services for other companies to develop mobile apps, entering into licensing agreements for other companies to license the artificial intelligence in our algorithms, and entering into licensing agreements for other companies to develop our mobile apps in Chinese, Japanese, Hindi, and Russian.

There are currently 3,800 accounts using Clone Algo Pro and for which brokers, hedge funds, and banks are paying the technology fees.

Clone Algo DIY

The Company’s technology division has developed a Social Investment Network, called Clone Algo DIY. This is an ecosystem designed for social media based on artificial intelligence in algorithms as well as research in timing-sciences. Front-End delivery for this application is via mobile and it is available free to users via Google Play.  It can also be downloaded from the Company’s website or the websites of connected brokers.

The Clone Algo DIY is efficient and helps manage risk, as it works for the user when the user does not have the time, expertise, or emotional control to trade. Designed for the average person, the app allows users to clone trades from master accounts to the user’s own account through connected brokers, banks, and hedge funds. Users are able to clone trades in a variety of markets such as securities, foreign exchange, futures, contract for differences, crude oil, and gold.

Trades available from the master accounts for cloning use algorithms advanced cloning, and non-predictive timing technology. Each account on Clone Algo DIY only requires $500 in principal amount to open a trading account. Each account will eventually be insured against risk of loss by connected service providers or insurance companies. Trading will stop if any account suffers a 30% loss. Trading will resume only upon account top-up by the insurance company.

As described under Services and Distribution Agreements below, our main source of revenue from Clone Algo DIY is from the technology fees that brokers pay for licensing our Clone Algo DIY.

There are currently 1,575 accounts using Clone Algo DIY and for which brokers are paying the technology fees.

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Services and Distribution Agreements

In March 2014, Algo Markets entered into Services and Distribution Agreements (the “Agreements”) with eight counterparties. Due to an increase in the Company’s visibility, four new Agreements have been executed since March 2014. These counterparties are in the brokerage, hedge fund, and banking industries. Each Agreement has a term of one year with automatic renewal for successive one year periods unless a party to the Agreement sends a written notice of non-renewal to the other party.

Pursuant to each Agreement, Algo Markets provides, via the Clone Algo Pro, the Clone Algo App, or the Clone Algo DIY products, one or more of the following services to its counterparty:

1)   Total Trading Outsourcing (“TTO”) Technology – Provision of technology services for trading technology;

2)   TTO Consulting – Provision of consultancy services for development of trading systems and algorithms;

3)   Provision of trading infrastructure data center; and

4)   Provision of liquidity for foreign exchanges quotes.

For the services stated above, the fee rate charged is divided into two categories: (a) by the customer accounts of an Agreement counterparty that have $100,000 or less in them; or (b) by the customer accounts that have more than $100,000 in them.

Algo Markets is paid a license fee for each customer account of the Agreement counterparty that is using Algo Markets’ services.

For licenses pertaining to items 1 and 2, the fee for accounts of $100,000 or less is $50.00 per license. For accounts over $100,000, the fee is $500.00 per license. For licenses pertaining to items 1 and 2, the Agreement counterparty uses the Clone Algo Pro product.

Revenues generated by items 1 and 2 are derived by multiplying the respective rates for each account size by the number of licenses sold to the Agreement counterparty.

This is an example of the revenue derived from items 1 and 2 in one Agreement:

Service Number and Description	Account Size	Number of Licenses		Rate per License (USD)		Total Revenue (USD)
		(A)		(B)		(A) x (B) = (C)
1 – TTO Technology	<$100,000		10	$	50.00	$	500.00
	>$100,000		10	$	500.00	$	5,000.00
2 – TTO Consulting	<$100,000		10	$	50.00	$	500.00
	>$100,000		10	$	500.00	$	5,000.00

For licenses pertaining to items 3 and 4, the fee is based on assumed trading volume of: (a) $18 million for accounts of $100,000 or less; and (b) $90 million for accounts over $100,000. For licenses pertaining to item 3, the Agreement counterparty uses the Clone Algo Pro product. For licenses pertaining to item 4, the Agreement counterparty gives its customers the choice to use the Clone Algo Pro, the Clone Algo App, or the Clone Algo DIY products.

The fee is $15.00 per $1 million of trading volume for license item 3 and $9.00 per $1 million of trading volume for license item 4.

Revenue generated by license item 3 is derived by multiplying the respective assumed trading volume for each account size by the number of licenses sold to the Agreement counterparty times the fee of $15.00 per $1 million of assumed trading volume.

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This is an example of the revenue derived from item 3 in one Agreement:

Service Number and Description	Account Size		Number of Licenses		Assumed Trade Volume (USD Million)		Rate per USD Million of Assumed Trade Volume		Total Revenue
			(A)		(B)		(C)		(A) x (B) x (C) = (D)
3 – Provision of trading infrastructure data center		<$100,000		10	$	18.00	$	15.00	$	2,700.00
		>$100,000		10	$	90.00	$	15.00	$	13,500.00

Revenue generated by license item 4 is derived by multiplying the respective assumed trading volume for each account size by the number of licenses sold to the Agreement counterparty times the fee of $9.00 per $1 million of trading volume.

This is an example of the revenue derived from item 4 in one Agreement:

Service Number and Description	Account Size		Number of Licenses		Assumed Trade Volume (USD Million)		Rate per USD Million of Assumed Trade Volume		Total Revenue
			(A)		(B)		(C)		(A) x (B) x (C) = (D)
4 – Provision of liquidity for foreign exchanges quotes		<$100,000		10	$	18.00	$	9.00	$	1,620.00
		>$100,000		10	$	90.00	$	9.00	$	8,100.00

Technology for Hospitality and Travel Sector

The Company’s currently has an application in beta testing for the Hospitality and Travel Sector .

TravelEzy App

The TravelEzy App is an ecosystem which uses advanced algorithms and artificial intelligence to search and book discounted rates for hotels as well as flights. Front-end delivery for this application is via mobile and it is available free to users via Google Play.  It can also be downloaded from the Company’s website or the websites of connected brokers.  Back-end delivery for this application is via desktop software as well.

The TravelEzy App finds the cheapest hotel and flights rates by using algorithms using artificial intelligence that have been tailor-made to this industry.

Our main source of revenue from the TravelEzy App is transaction-based and earned from partnering hotels and air carriers on a fee per booking.

This app is currently in beta testing with approximately 20 users testing the app.

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Algorithmic Technology for Insurance

The Company’s Algorithmic Technology for Insurance sector will provide algorithms which can be used to insure risk of loss on trades and develop insured asset management products.  The service provider or insurance company takes the risk of loss on a trade and charges an insurance premium of $9 to $14 on every trade per $1 million of traded volume.

Insured Asset Management Products

The insured asset management products are being developed for brokers or asset managers. The brokers will offer these algorithms via the Clone Algo products and the asset managers will offer insured hedge funds to clients. Insured algorithms offered by brokers will be subject to specific terms and conditions. These services will be offered in the Middle East and Asia. The company does not intend to market or sell any insured asset management products or services in the United States.

Our main source of revenue from the insured asset management products will be the insurance premiums earned on trading volumes.

The AlgoTrust App will be an ecosystem consisting of technology for fully automating front-end and back-end banking operations which will use algorithms to process do-it-yourself banking transactions. Front-end delivery for this application will be via mobile

Our main source of revenue from the AlgoTrust App will be transaction based. When a user transfers money to a third party using the app or does any transaction on the app a small fee will be charged for the processing of the transaction. The business model is also to charge a fixed fee to the bank and the bank can decide how to charge its customers. Major cost savings will be potentially achievable by the bank by automating back office functions and transaction processing.

Media Services for Algorithmic Technology

The Company’s Media Services for Algorithmic Technology sector develops reliable and up-to-date content for its various media outlets.  This sector, besides being an educational tool for our clients, generates revenue.

Media Channels

Clone Algo TV

Clone Algo TV currently delivers content to consumers via online media platforms such as YouTube.com. Consumers can subscribe to Clone Algo TV on YouTube.com under the user name: CLONEALGO.

Animated videos have been created and uploaded online. Media interviews with market leaders are to follow soon.

The main source of revenue from Clone Algo TV will be through subscription fees as well as advertisements.

Clone Algo Print Magazine

Clone Algo Print Magazine is currently under production and will be released every three months. The first issue is expected to be released in late 2014.

Articles discussing market trends and interviews with market leaders will be featured.

The main source of revenue from Clone Algo Print Magazine will be through subscription fees as well as advertisements.

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Clone Algo E-Magazine

Clone Algo E-Magazine is currently under production and will be released every three months. The first issue is expected to be published online in late 2014.

Articles discussing market trends and interviews with market leaders will be featured.

The main source of revenue from Clone Algo E-Magazine will be through subscription fees, as well as advertisements.

Clone Algo Newsletters

Clone Algo Newsletters are currently under production and will be released once every week. The first issue is expected to be published and sent out to investors and shareholders in early 2015.

Articles discussing innovation by the Company and its subsidiaries will be featured alongside investor and shareholder information.

The main source of revenue from Clone Algo Newsletters will be through advertisements.

Employees

As of November 21, 2014, we have 18 employees.

Item 1A     Risk Factors.

Smaller reporting companies are not required to provide the information required by this item.

Item 1B     Unresolved Staff Comments.

Smaller reporting companies are not required to provide the information requested by this item.

Item 2        Properties.

Our principal executive office is located at 3225 McLeod Drive, Suite 100, Las Vegas, NV 89121, and our telephone number is 702-871-8535. We pay $695 per month for our Las Vegas office. We also have offices in Singapore and Johor Bahru in Malaysia. We have a 24 months lease for both the Singapore and Malaysia offices. We pay $3,195 per month for our Singapore office and $1,555 per month for our Malaysia office. The building in which our Singapore office is located is beneficially owned by Niraj Goel, our Non-Executive Chairman.

Item 3        Legal Proceedings.

There are presently no material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to us to be threatened or contemplated against us.

Item 4        Mine Safety Disclosures.

Not Applicable.

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PART II

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

Market Information

Our common stock does not trade, nor is it admitted to quotation, on any stock exchange or other trading facility. Management has no present plan, proposal, arrangement or understanding with any person with regard to the development of a trading market in any of our securities. We cannot assure you that a trading market for our common stock will ever develop. We have not registered our common stock for resale under the blue sky laws of any state and current management does not anticipate doing so. The holders of shares of common stock, and persons who may desire to purchase shares of our common stock in any trading market that might develop in the future, should be aware that significant state blue sky law restrictions may exist which could limit the ability of stockholders to sell their shares and limit potential purchasers from acquiring our common stock.

All outstanding shares of our common stock are “restricted securities,” as that term is defined under Rule 144 promulgated under the Securities Act, because they were issued in a private transaction not involving a public offering. Accordingly, none of the outstanding shares of our common stock may be resold, transferred, pledged as collateral or otherwise disposed of unless such transaction is registered under the Securities Act or an exemption from registration is available. In connection with any transfer of shares of our common stock other than pursuant to an effective registration statement under the Securities Act, we may require the holder to provide to us an opinion of counsel to the effect that such transfer does not require registration of such transferred shares under the Securities Act of 1933.

Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies, like us, unless the following conditions are met:

● the issuer of the securities that was formerly a shell company has ceased to be a shell company;

● the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934;

● the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

● at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

Holders

As of November 21, 2014, there were 68 holders of record of our common stock.

Dividends

We have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of our business.

Securities Authorized for Issuance under Equity Compensation Plans.

The Board adopted the 2014 Officers' Stock Plan on March 17, 2014, but has not granted any stock options at this time.

 Item 6       Selected Financial Data.

Smaller reporting companies are not required to provide the information requested by this item.

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

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Plan of Operations

On January 8, 2014, Niraj Goel, an investor, acquired 99% ownership interest in the Company by purchasing from the former shareholders, 193,000,000 shares of common stock for $193,000 cash.  This resulted in a change of control and the executive officers and directors of the Company resigned from their positions. Niraj Goel became the Company’s new President, Chief Executive Officer, Chief Financial Officer, and a sole Director. Additionally, on that same date, the Company changed its name to Clone Algo, Inc. On May 21, 2014, Niraj Goel resigned from his position as President, Chief Executive Officer, and Chief Financial Officer of the Company.

Clone Algo began its substantive operations in March 2014 by acquiring intellectual property and algorithms, and developing algorithms, mobile apps (as well as desktop software) in four different areas – financial markets trading, insurance, hotel booking, and retail banking.  We have released the Clone Algo App Suite of products which had 5,600 users as of November 21, 2014.

Our marketing strategy is based on licensing the use of our products business-to-business through distributors, brokers, asset managers, and banks. We are in the process of expanding our geographical reach by opening newer offices in various time zones and hiring additional marketing staff.

Limited Operating History

We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.

Critical Accounting Policies and Estimates

Basis of Presentation and Organization

The accompanying audited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) and the hierarchy of Generally Accepted Accounting Principles.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less at the time of issuance to be cash equivalents. The Company’s cash and cash equivalents at March 31, 2014 and 2013 was $6,991,013 and $0, respectively.

Intangible Assets

Intangible assets arising from an acquisition are periodically assessed for impairment. Accordingly, the Company reviews the carrying value of intangible assets quarterly to determine whether impairment, as measured by fair market value, may exist. Specifically, intangible assets impairment is determined using a two-step process. The first step of the intangible asset impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, then the intangible assets of the reporting unit are not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The second step of the impairment test compares the implied fair value of the reporting unit's intangible assets with their carrying amount. If the carrying amount of the reporting unit's intangible assets exceeds their implied fair value, then an impairment loss is recognized in an amount equal to that excess. Patents, intellectual property and trademarks are capitalized at their historical cost and are amortized over their estimated useful lives of ten years.

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605, Revenue Recognition, which includes the guidelines of Staff Accounting Bulletin No. 104.

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Net Income (Loss) per Common Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

As of March 31, 2014, the Company has 1,500,000,000 if-converted dilutive shares outstanding pursuant to the possible conversion of 150,000,000 preferred shares outstanding which have 1 to 10 conversion rights into common stock. As of March 31, 2014, the holder of the Series A preferred stock has agreed to waive his rights to convert the preferred shares until such time the Company has sufficient authorized shares.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company follows the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. 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. In accordance with the guidance of ASC 740-10, 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 should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 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.

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Level 3

Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash and cash equivalents, amounts receivable, accounts payable, notes payable, and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company does not hold any investments that are available-for-sale.

Variable Interest Entity

The Company follows the guidelines in FASB Codification of ASC 810 “Consolidation” which indicates "a legal entity that is deemed to be a business need not be evaluated by a reporting entity to determine if the legal entity is a Variable Interest Entity (“VIE")” unless any one of four conditions exist:

· The reporting entity, its related parties, or both participated significantly in the design or redesign of the legal entity;

· The legal entity is designed so that substantially all of its activities involve or are conducted on behalf of the reporting entity and its related parties;

· The reporting entity and its related parties provide more than half of the total of the equity, subordinated debt, and other forms of subordinated financial support to the legal entity; or

· The activities of the legal entity are primarily related to the securitizations or other forms of asset-backed financings or single-lessee leasing arrangements.

A VIE is an entity that either (a) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (b) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If we determine that we have operating power and the obligation to absorb losses or receive benefits, we consolidate the VIE as the primary beneficiary, and if not, we do not consolidate. The Company has not identified any VIEs as of March 31, 2014.

Use of Estimates

The process of preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the consolidated financial statements. The Company regularly evaluates estimates and assumptions related to the valuation of accounts receivable, valuation and purchase price allocation of assets acquired and liabilities assumed in business combinations, valuation of intellectual property, and valuation of long-lived assets. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Recent Accounting Pronouncements

In August 2014 the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. This update requires management of the Company to evaluate whether there is substantial doubt about the Company’s ability to continue as a going concern. This update is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect this standard to have an impact on the Company’s consolidated financial statements upon adoption.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Results of Operations

Comparison of the year ended March 31, 2014 and 2013

Revenues

For the year ended March 31, 2014, revenues increased to $2,107,580 compared to $0 for the previous year ended March 31, 2013. Revenues are generated by the Company selling licenses to its customers and related parties, (collectively referred to as “Customers”), which the Company has acquired the rights to sell pursuant to the Dragon Tradebook Risk Management & Trade Infrastructure Non Exclusive Software Distribution Agreement with Dragon Malaysia Limited and the Asset Purchase Agreement with Zentrum Limited. The Company sold licenses to related parties and recorded revenues of $603,520 for the year ended March 31, 2014.

The licenses provide the software platform which allows Customers to use our back-end intellectual property and software to facilitate trades. The Company executed Service and Distribution Agreements with eight (8) Customers (brokers, hedge fund managers, etc. three (3) of which were related parties) for a period from March 20, 2014 to March 31, 2014, whereby the Company charged fixed licensing fees. The services offered and license fees charged to its Customers are based upon the account size of funds and trade volumes, i.e. less than $100,000 or greater than $100,000. The Company recognizes revenues over the licensing service period included in the Service and Distribution Agreement with its Customers.

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Cost of Revenue and Gross Margins

Cost of revenue consists entirely of infrastructure fees paid to Dragon Malaysia Limited (“Dragon”) pursuant to a TradeBook Risk Management & Trade Infrastructure Non Exclusive Software Distribution Agreement, (the “Agreement”), executed on March 22, 2014. The infrastructure fees recorded in the year ended March 31, 2014 were for nine (9) days of operations. The infrastructure fees comprised of Dragon’s server platform consisting of computer hardware, software, computer infrastructure and networking between the Company and its customers, all system administration and housekeeping, system monitoring and associated support. Dragon Malaysia Limited is a wholly-owned subsidiary of Dragon Holdings AG, of which Mr. Niraj Goel is a non-executive Chairman and a majority shareholder. Therefore, the Company is a related party to Dragon Malaysia Limited as Niraj Goel is the former chief executive officer of the Company.

The Company recorded an expense of $377,028 and $0 for the years ended March 31, 2014 and 2013, respectively. The Company currently utilizes Dragon’s risk management software, data center usage, technical personnel and licenses by paying a minimum monthly fixed fee of $350,000. Minimum fees are determined by the usage of the server resources and are accountable against traded volume. The Company paid Dragon a minimum fee of $350,000 for nine (9) days of usage pursuant to the Agreement based on a pro-rated amount of their usage in that time. The Company anticipates the monthly costs of revenues payable to Dragon pursuant to the Agreement to approximate $1,200,000 based on the activity of its customers and licensed software users.

As a result of the Company’s activities and operations, the gross margin for the year ended March 31, 2014, was approximately 82%. As the Company’s business matures and sales increase, the Company will recruit its own software/technical personnel to manage its own server platform, data centers, all computer hardware, software, computer infrastructure and servers. The Company will purchase the licenses to use software to make its computer infrastructure and data centers fully operational and efficient. This will result in an increase in operating costs initially and our gross margins will be reduced significantly. However, as the Company’s business picks up and revenues increase, and infrastructure and data centers become fully operational, we anticipate our gross margins to increase.

Operating Expenses

Operating expenses for the years ended March 31, 2014 and 2013 were $126,991 and $24,246, respectively. Operating expenses increased by $102,745 during the year ended March 31, 2014 when compared to the previous year ended March 31, 2013 primarily due to the increase in depreciation expense of $1,036, increase in commissions of $13,000, increase in payroll of $27,445, decrease in general and administrative expenses of $4,467 and an increase in profession fees of $65,731 resulting from professional services required in connection with the Company's acquisition of the intangible assets and public company reporting requirements.

Other Income and Expense

Other income and expense for the year ended March 31, 2014 and 2013 were $123,679,053 and $0, respectively, primarily consisting of impairment of intangible assets of $123,357,675, interest expense of $321,439 and offsetting by other income of $61 for the year ended March 31, 2014. On March 31, 2014, management performed an impairment analysis of the intangible intellectual property (“IP”) and concluded that the cost needed to support the value of the IP, pursuant to FASB standards, would be too costly and time consuming as the IP is extremely unique. Therefore, management recorded an impairment expense of $123,357,675 for the year ended March 31, 2014. The Company also recorded an imputed interest expense of $321,439 related to the amortization of debt discounts on two promissory notes for its purchase of intellectual property during the year ended March 31, 2014.

Noncontrolling Interest

The Company accounted for its 65% owned subsidiary Clone Algo Pte Ltd. for $2,625,000 and reported net loss attributable to a noncontrolling interest of $42,707,981 for the year ended March 31, 2014. As a result, the noncontrolling interest in Clone Algo Pte Ltd. was reduced to $40,082,981 as of March 31, 2014. The Company did not have a noncontrolling interest in a subsidiary in 2013.

Net Loss

The Company recorded a net loss of $79,367,511 for the year ended March 31, 2014, compared to a net loss of $24,246 during 2013. This increase in loss was primarily due to the impairment of intangible assets of $123,357,675 recorded for the year ended March 31, 2014. 

Liquidity and Capital Resources

Cash and cash equivalents were $6,991,013 at March 31, 2014 compared to $0 at March 31, 2013. The Company recorded $2,107,580 in accounts receivables and $13,200 in other current assets at March 31, 2014.

Management expects the Company’s expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of additional apps. The Company anticipates generating licensing revenues over the next twelve months, however, it may be dependent on the proceeds from future debt or equity investments to sustain its operations and implement its business plan. If the Company is unable to raise sufficient capital, it will be required to delay or forego some portion of its business plan, which may have an effect on its anticipated results from operations and financial condition. There is no assurance that the Company will be able to obtain necessary amounts of capital or that its estimates of capital requirements will prove to be accurate.

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The Company presently does not have any significant credit available, bank financing or other external sources of liquidity. Its current operations have been a source of liquidity, however, the Company will need to obtain additional capital in order to expand its operations and continue being profitable. In order to obtain capital, the Company may need to sell additional shares of its common stock or borrow funds from private lenders. There can be no assurance that it will be successful in obtaining additional funding.

To the extent that the Company has raised additional capital through the sale of equity, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on the Company’s operations. Regardless of whether the cash assets prove to be inadequate to meet the Company’s operational needs, it may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if the Company is able to raise the funds required, it is possible that it could incur unexpected costs and expenses, fail to collect significant amounts owed, or experience unexpected cash requirements that would force the Company to seek alternative financing.

Management has been successful in the past in raising capital, however, no assurance can be given that these sources of financing will continue to be available to us and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on terms favorable to us. If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of its planned service development and marketing efforts, any of which could have a negative impact on our business and operating results.

The following table provides detailed information about our net cash flow for all financial statement periods presented in this Annual Report. To date, we have financed our operations through the issuance of stock and borrowings.

The following table sets forth a summary of our cash flows for the year ended March 31, 2014 and 2013:

	Years Ended
	March 31,
	2014			2013
Net cash used in operating activities	$	(99,402	)	$	(22,663	)
Net cash provided by investing activities		-			-
Net cash provided by financing activities		7,090,415			22,663
Net increase in cash and cash equivalents		6,991,013			-
Cash and cash equivalents, beginning of year		-			-
Cash and cash equivalents, end of year	$	6,991,013		$	-

Operating activities

Net cash used in operating activities was $99,402 for the year ended March 31, 2014 which resulted primarily due to our net loss of $79,367,511, loss attributable to noncontrolling interest of $42,707,981, depreciation of $1,036, impairment of intangible assets of $123,357,675, amortization of debt discount of $321,439, increase in accounts receivable of $1,504,060, increase in accounts receivable from related parties of $603,520, increase in prepaid expense and other current assets of $13,200, and increase in accounts payable and accrued liabilities of $416,720.

Investing activities

Net cash used in investing activities was $0 for the year ended March 31, 2014.

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Financing activities

Net cash provided by financing activities for the year ended March 31, 2014 was $7,090,415. Net cash provided by financing activities was primarily attributable to the cash proceeds of $9,177,364 received from the sale of common stock, preferred stock and common stock subscriptions, cash proceeds of $28,051 received from related party advances, cash proceeds of $2,625,000 received from noncontrolling interest, and cash paid towards note payable to related party of $4,740,000.

The Company continues to use traditional and/or debt financing as well as sales of its common stock to provide the capital for its business operations.

As reflected in the consolidated financial statements, the Company has an accumulated deficit of $79,401,832 as of March 31, 2014. The Company used $99,403 in operating activities and has $6,991,013 in cash resources to meet current obligations.  

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Contractual Obligations and Commitments

Set forth below is a summary of our material contractual obligations and commitments as of March 31, 2014:

	Obligations by year ended March 31,
	2015		2016		2017		2018		After 2018		Total
Long term debt, including current maturities (a)	$	30,600,000	$	32,600,000	$	28,300,000	$	24,000,000	$	24,000,000	$	139,500,000
Operating leases (b)		57,000		54,625		-		-		-		111,625
Total contractual obligations  and commitments	$	30,657,000	$	32,654,625	$	28,300,000	$	24,000,000	$	24,000,000	$	139,611,625

(a) Includes $28,230,885 of unamortized debt discounts.

(b) Operating leases consist of non-cancellable operating leases consisting of leases for office space.

Item 7A     Quantitative and Qualitative Disclosures About Market Risk.

Smaller reporting companies are not required to provide the information requested by this item.

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Item 8        Financial Statements and Supplementary Data.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and shareholders of

Clone Algo, Inc.

Las Vegas, Nevada

I have audited the accompanying consolidated balance sheets of Clone Algo, Inc. (the “Company”) as of March 31, 2014 and 2013 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years ended March 31, 2014 and 2013, and the related notes to the consolidated financial statements.

Management’s Responsibility for Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United State of America; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

My responsibility is to express an opinion on these consolidated financial statements based on my audits. I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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 was I engaged to perform, an audit of its internal control over financial reporting. My audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation.  I believe that my audits provide a reasonable basis for my opinion.

Opinion

In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of March 31, 2014 and 2013 and the consolidated results of its operations and its cash flows for the years ended March 31, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.

/s/ Terry L. Johnson, CPA

Casselberry, Florida

November 21, 2014

F-1

CLONE ALGO INC. AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS		March 31, 2014			March 31, 2013
Current assets
Cash	$	6,991,013		$	-
Accounts receivable, net		1,504,060			-
Accounts receivable - related parties, net		603,520
Prepaid expense and other current assets		13,200			-
Total current assets		9,111,793			-
Property and equipment, net		88,964			-
Total Assets	$	9,200,757		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	420,303		$	3,583
Other current liabilities		2,500,000			-
Due to related parties		3,296,214			8,163
Note payable - related party, current portion		13,942,652			-
Note payable, current portion		9,165,128			-
Total current liabilities		29,324,297			11,746
Note payable - related party, net of debt discount of $25,591,098		80,466,250			-
Note payable, net of debt discount of $2,639,788		9,695,084			-
Total Liabilities		119,485,631			11,746
Commitment and contingencies
Stockholders' equity (deficit)
Clone Algo, Inc. and Subsidiaries Stockholders' Equity (Deficit)
Preferred stock; $0.001 par value; 200,000,000 shares authorized; Series "A" 150,000,000 and 0 shares issued and outstanding at March 31, 2014 and 2013, respectively		150,000			-
Common stock; $0.001 par value; 750,000,000 shares authorized; 695,000,000 and 2,000,000 shares issued and outstanding at March 31, 2014 and 2013, respectively		695,000			2,000
Additional paid-in capital		1,370,575			20,575
Stock payable		6,984,364			-
Accumulated deficit		(79,401,832	)		(34,321	)
Total Clone Algo Inc. and subsidiaries stockholders' deficit		(70,201,893	)		(11,746	)
Noncontrolling interest in consolidated subsidiary		(40,082,981	)		-
Total Stockholders' deficit		(110,284,874	)		(11,746	)
Total Liabilities and Stockholders' Equity (Deficit)	$	9,200,757		$	-

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

F-2

CLONE ALGO INC. AND SUBSIDIARIES

Consolidated Statements of Operations

	For the Year Ended
	March 31, 2014			March 31, 2013
Revenues
Licensing fees - related parties	$	603,520		$	-
Licensing fees - others		1,504,060			-
Total revenues		2,107,580			-
Cost of revenues		377,028			-
Gross profit		1,730,552			-
Operating expenses
Depreciation		1,036			-
Commissions		13,000			-
Payroll		27,445			-
Professional fees		65,731			-
Selling, general and administrative		19,779			24,246
Total operating expenses		126,991			24,246
Income (Loss) from operations		1,603,561			(24,246	)
Other income and (expense)
Impairment expense		(123,357,675	)		-
Other income		61			-
Interest expense		(321,439	)		-
Total other income and (expense)		(123,679,053	)		-
Loss from operations before income tax		(122,075,492	)		(24,246	)
Provision for income tax		-			-
Net loss applicable to common stock before allocation to noncontrolling interest	$	(122,075,492	)	$	(24,246	)
Less: net loss attributable to noncontrolling interest		(42,707,981	)		-
Net loss attributable to Clone Algo, Inc. common stock	$	(79,367,511	)	$	(24,246	)
Basic and diluted net loss per common share applicable to Clone Algo, Inc. common stock	$	(1.23	)	$	(0.01	)
Weighted average common shares outstanding - basic and diluted		64,536,986			2,000,000

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

F-3

CLONE ALGO, INC. AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Deficit)
For the years ended March 31, 2014 and 2013
									Additional				Accumulated						Total
	Preferred Shares				Common Shares				Paid-In		Stock		Earnings			Noncontrolling			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Payable		(Deficit)			Interest			Equity
Balance, March 31, 2012		-	$	-		2,000,000	$	2,000	$	6,075	$	-	$	(10,075	)	$	-		$	(2,000	)
Contributed capital		-		-		-		-		14,500		-		-			-			14,500
Net loss		-		-		-		-		-		-		(24,246	)		-			(24,246	)
Balance, March 31, 2013		-		-		2,000,000		2,000		20,575		-		(34,321	)		-			(11,746	)
Common shares issued for cash		-		-		693,000,000		693,000		-		-		-			-			693,000
Common shares to be issued for cash		-		-		-		-		-		6,984,364		-			-			6,984,364
Preferred shares issued for cash		150,000,000		150,000		-		-		1,350,000		-		-			-			1,500,000
Noncontrolling interest contribution		-		-		-		-		-		-		-			2,625,000			2,625,000
Net loss applicable to noncontrolling interest		-		-		-		-		-		-		-			(42,707,981	)		(42,707,981	)
Net loss		-		-		-		-		-		-		(79,367,511	)		-			(79,367,511	)
Balance, March 31, 2014		150,000,000	$	150,000		695,000,000	$	695,000	$	1,370,575	$	6,984,364	$	(79,401,832	)	$	(40,082,981	)	$	(110,284,874	)

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

F-4

CLONE ALGO INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
	For the Year Ended March 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss attributable to Clone Algo, Inc. common stock	$	(79,367,511	)	$	(24,246	)
Net loss attributable to noncontrolling interest		(42,707,981	)		-
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,036			-
Impairment of intangible assets		123,357,675			-
Amortization of debt discount		321,439			-
Changes in operating assets and liabilities:
Accounts receivable		(1,504,060	)		-
Accounts receivable - related party		(603,520	)		-
Prepaid expense and other current assets		(13,200	)		-
Accounts payable and accrued liabilities		416,720			1,583
Net cash used in operating activities		(99,402	)		(22,663	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid towards note payable to related party		(4,740,000	)		-
Cash received from noncontrolling interest in Clone Algo Pte Ltd.		2,625,000			-
Capital contribution		-			14,500
Cash received from sale of preferred stock		1,500,000			-
Cash received from sale of common stock		693,000			-
Cash received from stock subscriptions		6,984,364			-
Cash proceeds from related party advances		28,051			8,163
Net cash provided by financing activities		7,090,415			22,663
NET INCREASE IN CASH AND CASH EQUIVALENTS		6,991,013			-
CASH AND CASH EQUIVALENTS, AT THE BEGINNING OF THE PERIOD		-			-
CASH AND CASH EQUIVALENTS, AT THE END OF THE PERIOD	$	6,991,013		$	-
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of notes payable to purchase intellectual property and fixed assets	$	147,260,000		$	-

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

F-5

CLONE ALGO, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

NOTE 1    DESCRIPTION OF BUSINESS AND OPERATIONS

Clone Algo, Inc. (the “Company”) was incorporated in Nevada on February 22, 2010 as a "blank check" company under the name of Corridor Ventures I Acquisition Corp. On January 8, 2014, Niraj Goel, an investor, acquired 99% ownership interest in the Company by purchasing from the former shareholders, 193,000,000 shares of common stock for $193,000 cash.  This resulted in a change of control and the executive officers and directors of the Company resigned from their positions. Niraj Goel became the Company’s new President, Chief Executive Officer, Chief Financial Officer, and a sole Director. Additionally, on that same date, the Company changed its name to Clone Algo, Inc. On May 21, 2014, Niraj Goel resigned from his position as President, Chief Executive Officer, and Chief Financial Officer of the Company.

On March 7, 2014, the Company formed an entity Clone Algo Pte Ltd. in Singapore (“Singapore Subsidiary”) of which the Company has a 65% ownership interest through the ownership of 4,875,000 shares of common stock. Algo Markets Limited, a Malaysia limited liability company (“Algo Markets”), is a wholly-owned subsidiary of the Singapore Subsidiary and is the subsidiary through which the Company conducts its business. The 35% noncontrolling interest or 2,625,000 shares of Singapore Subsidiary were purchased by Niraj Goel, the Company's former Chief Executive Officer for $2,625,000.

On March 10, 2014, Algo Markets entered into an Intellectual Property Purchase Agreement with Dragon Malaysia Limited, a Malaysia limited liability company and subsidiary of Dragon Holdings AG, Ltd. (“Dragon Malaysia” or “IP Seller”), pursuant to which Algo Markets purchased from Dragon Malaysia for a total purchase price of $128,000,000 (i) all of the IP Seller’s right, title and interest in the trademark “CLONE ALGO” and the domain name CloneAlgo.com; (ii) the Clone Algo mobile application software; and (iii) 18 servers containing related software programs.  Algo Markets agreed to pay $8,000,000 to the IP Seller at the closing of the transaction, and the remaining $120,000,000 in sixty (60) equal monthly installments starting on May 30, 2014. This promissory note was issued with no stated interest. The Company recorded imputed interest (See Note 8) and recorded it as a debt discount and a reduction of the cost of intellectual property (see further discussion of the accounting for the purchase in Note 6).

On March 10, 2014, Algo Markets entered into an Asset Purchase Agreement with Zentrum Limited, an entity registered in British Virgin Island (“Asset Seller”), pursuant to which the Asset Seller sold 12 financial algorithms related to online financial markets trading for a total consideration of $24,000,000.  Algo Markets agreed to pay $2,500,000 to the Asset Seller at closing and the remaining $21,500,000 in ten (10) equal successive quarterly installments starting April 30, 2014. This promissory note was issued with no stated interest. The Company recorded imputed interest (See Note 8) and recorded it as a debt discount and a reduction of the cost of intellectual property (see further discussion of the accounting for the purchase in Note 6).

On March 10, 2014, in connection with entering into the IP Purchase Agreement and the Asset Purchase Agreement, the Company began conducting operations to utilize the assets it purchased. The Company through its operating subsidiary, Algo Markets recognizes and records revenues by selling the licenses to its customers for the usage of its IP platform which it purchased from Dragon Malaysia. The revenues earned are B2B as our customers pay fixed licensing fees for the usage of our software platform. The Company is a technology company which continues to enhance development of its ecosystems for social media, research timing sciences, algorithms and risk management systems based on artificial intelligence, and operate social investment networks.

On May 21 2014, Nitin Damodaran was appointed as the Company’s Chief Executive Officer and Interim Chief Financial Officer.

Clone Algo, Inc. together with its subsidiary shall herein be collectively referred to as the “Company”.

NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Clone Algo, Inc. is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of these consolidated financial statements.

Basis of Presentation

The accompanying audited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) and the hierarchy of Generally Accepted Accounting Principles.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company, its 65% owned subsidiary Clone Algo Pte Ltd., a Singapore entity, and Algo Markets, a Malaysia entity, a 100% owned subsidiary of Clone Algo Pte Ltd. All significant intercompany balances and transactions have been eliminated in the consolidation.

Use of Estimates

The process of preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the consolidated financial statements. The Company regularly evaluates estimates and assumptions related to the valuation of accounts receivable, valuation and purchase price allocation of assets acquired and liabilities assumed in business combinations, valuation of intellectual property, and valuation of long-lived assets. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-6

CLONE ALGO, INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less at the time of issuance to be cash equivalents. The Company’s cash and cash equivalents at March 31, 2014 and 2013 was $6,991,013 and $0, respectively.

Accounts Receivable

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms requiring payment within 60 days from the invoice date.  The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance is recorded that reflects management’s best estimate of the amounts that will not be collected. Management reviews each accounts receivable balance that exceeds 60 days from the invoice date and, based on an assessment of creditworthiness, estimates the portion, if any, of the balance that will not be collected.  As of March 31, 2014, the Company did not record a reserve for doubtful accounts.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 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

Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash and cash equivalents, amounts receivable, accounts payable, notes payable, and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company does not hold any investments that are available-for-sale.

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605 “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104.

The Company's main source of revenue is from the licensing fees that brokers, hedge funds, distributors and banks pay for licensing its Clone Algo Applications based on the type of trading in which their customers (its users) are engaged in.  Each user has multiple accounts running different algorithms for different asset classes.

Intangible Assets

Intangible assets arising from an acquisition are periodically assessed for impairment. Accordingly, the Company reviews the carrying value of intangible assets quarterly to determine whether impairment, as measured by fair market value, may exist. Specifically, intangible assets impairment is determined using a two-step process. The first step of the intangible asset impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, then the intangible assets of the reporting unit are not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The second step of the impairment test compares the implied fair value of the reporting unit's intangible assets with their carrying amount. If the carrying amount of the reporting unit's intangible assets exceeds their implied fair value, then an impairment loss is recognized in an amount equal to that excess. Patents, intellectual property and trademarks are capitalized at their historical cost and are amortized over their estimated useful lives of ten years.

F-7

CLONE ALGO, INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company only places its cash with financial institutions with high-credit ratings. The Company is also subject to risk of non-payment of its trade accounts receivable. The Company’s customer base is highly concentrated. For the year ended March 31, 2014, four customers representing two geographic areas represented approximately 96% of revenues and outstanding receivables. The Company’s revenue may significantly decline if it were to lose one or more of its significant customers. Additionally, reduced demand for its services, new technologies, or social and political changes in foreign countries where the Company conducts business could also adversely affect its results of operations, cash flows, and liquidity. 

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” 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. In accordance with the guidance of ASC 740-10, 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 should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Noncontrolling Interests

The Company accounts for its less than 100% interest in consolidated subsidiaries in accordance with Financial Accounting Standards Board – Accounting Standards Codification (“ASC”) Topic 810, Consolidation for the accounting for noncontrolling interests. The guidance establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements as opposed to mezzanine equity. This guidance also changes the way the consolidated statement of operations is presented by requiring net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of operations, of the amounts of net income attributable to the parent and to the noncontrolling interest. This guidance requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. For all periods in which a consolidated balance sheet is presented, the Company reported all amounts due to minority shareholders to a new line item, “noncontrolling interests,” which is included in stockholders’ equity. Additionally, in the statement of operations, the Company displays, below net income on the face of the statement of operations, the portion of consolidated net income or loss that is attributable to the controlling and noncontrolling interests.

Variable Interest Entity

The Company follows the guidelines in FASB Codification of ASC 810 “Consolidation” which indicates "a legal entity that is deemed to be a business need not be evaluated by a reporting entity to determine if the legal entity is a Variable Interest Entity (“VIE")” unless any one of four conditions exist:

· The reporting entity, its related parties, or both participated significantly in the design or redesign of the legal entity;

· The legal entity is designed so that substantially all of its activities involve or are conducted on behalf of the reporting entity and its related parties;

· The reporting entity and its related parties provide more than half of the total of the equity, subordinated debt, and other forms of subordinated financial support to the legal entity; or

· The activities of the legal entity are primarily related to the securitizations or other forms of asset-backed financings or single-lessee leasing arrangements.

A VIE is an entity that either (a) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (b) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If we determine that we have operating power and the obligation to absorb losses or receive benefits, we consolidate the VIE as the primary beneficiary, and if not, we do not consolidate. The Company has not identified any VIEs as of March 31, 2014.

F-8

CLONE ALGO, INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

Stock-based Compensation

The Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation”, which provides investors and other users of financial statements with more complete and neutral financial information, by requiring that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. ASC 718-10 covers a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. The Company has not implemented an employee stock based compensation plan as of March 31, 2014.

Share based payments to non-employees are accounted for under the measurement and recognition criteria of ASC 505-50 “Equity Based Payments to Non-Employees”.

Property and Equipment

Property and equipment are recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Furniture and fixtures	5 - 7       Years
Computer equipment	5 - 7       Years

Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

As of March 31, 2014, the Company has 1,500,000,000 if-converted dilutive shares outstanding pursuant to the possible conversion of 150,000,000 preferred shares outstanding which have 1 to 10 conversion rights into common stock. As of March 31, 2014, the holder of the Series A preferred stock has agreed to waive his rights to convert the preferred shares until such time the Company has sufficient authorized shares.

Foreign Currency Translation

The functional currency of the Company’s transactions is US Dollars. Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into US Dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.

The financial statements of foreign subsidiaries having the US Dollar as the functional currency, with certain transactions denominated in a local currency, are re-measured into US Dollars. The re-measurement of local currency amounts into US Dollars creates re-measurement gains/losses that are included in earnings as a component of selling, general, and administrative expense. As of March 31, 2014, we had subsidiaries located in both Malaysia and Singapore. Management has determined that the functional currency of both subsidiaries to be the US Dollar. The Company recognized re-measurement gain/losses of $0 for the years ended March 31, 2014 and 2013.

Recent Accounting Pronouncements

In August 2014 the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. This update requires management of the Company to evaluate whether there is substantial doubt about the Company’s ability to continue as a going concern. This update is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect this standard to have an impact on the Company’s consolidated financial statements upon adoption.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

F-9

CLONE ALGO, INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

NOTE 3    NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted net loss per share of common stock:

	For the year ended March 31,
	2014			2013
Basic net income (loss) per share:
Numerator:
Loss allocated to common shareholders	$	(79,367,511	)	$	(24,246	)
Total	$	(79,367,511	)	$	(24,246	)
Denominator:
Number of shares used in per share computation		64,536,986			2,000,000
Basic net income (loss) per share	$	(1.23	)	$	(0.01	)
Diluted net income (loss) per share:
Numerator:
Loss allocated to common shareholders	$	(79,367,511	)	$	(24,246	)
Impact of assumed conversions		-			-
Loss allocated to common shareholders and assumed conversion	$	(79,367,511	)	$	(24,246	)
Denominator:
Weighted-average shares		64,536,986			2,000,000
Convertible preferred shares		1,500,000,000			-
Adjusted weighted average shares		1,564,536,986			2,000,000
Diluted net loss per share	$	(0.05	)	$	(0.01	)

NOTE 4    PREPAID EXPENSES

As of March 31, 2014 and 2013, the Company recorded prepaid expenses of $13,200 and $0, respectively. Prepaid expenses comprised primarily of prepaid accounting fees as of March 31, 2014.

F-10

CLONE ALGO, INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

NOTE 5 PROPERTY AND EQUIPMENT

Property and equipment consists of:

	March 31,
	2014			2013
Computer equipment	$	90,000		$	-
Less: Accumulated depreciation		(1,306	)		-
	$	88,694		$	-

The Company recorded $1,036 and $0 of depreciation expense for the years ended March 31, 2014 and 2013, respectively.

NOTE 6 INTELLECTUAL PROPERTY - ASSETS ACQUISITIONS

On March 10, 2014, Algo Markets entered into an intellectual property purchase agreement with Dragon Malaysia Limited (“IP Seller”), pursuant to which the IP Seller sold to Algo Markets for a total purchase price of $128,000,000 (i) all of its rights, title and interest in the trademark “CLONE ALGO” and the domain name CloneAlgo.com; (ii) Clone Algo mobile application software; and (iii) 18 servers containing related software programs.  Algo Markets paid $4,740,000 to the IP Seller at the closing and agreed to pay $120,000,000 in sixty (60) equal monthly installments starting in May 2014. The remaining balance of the acquisition cost of $3,260,000 is recorded as payable to related party as of March 31, 2014. The majority shareholder of the Company is also the majority shareholder of the Dragon Malaysia Holding AG, the entity that owns Dragon Malaysia.

On March 10, 2014, Algo Markets entered into an asset purchase agreement between Algo Markets and Zentrum Limited (“Asset Seller”), pursuant to which the Asset Seller sold 12 algorithms related to online financial market trading for a total purchase price of $24,000,000. Algo Markets paid $2,500,000 cash to the Asset Seller at the closing and agreed to pay $21,500,000 in ten (10) equal quarterly installments starting in April 2014.

The acquisition of the assets purchased has been accounted for using the acquisition method in accordance with the FASB ASC Topic 805 “Allocating Purchase Price for Business Combinations”. Assets acquired were recorded at their estimated fair values at the acquisition date. The preliminary purchase price allocation was as follows:

Domain name	$	100,000
Trademark		250,000
Computer equipment		90,000
Algorithms		21,316,937
Application software		101,690,738
	$	123,447,675

Impairment Expense

On March 31, 2014, management of the Company performed an impairment analysis of the intangible intellectual property (“IP”). Management concluded that the cost needed to support the value of the IP, pursuant to FASB standards, would be too costly and time consuming as the IP is extremely unique. As a result, the Company impaired the IP value to $0 which resulted in an impairment expense of $123,357,675 for the year ended March 31, 2014.

F-11

CLONE ALGO, INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

NOTE 7 RELATED PARTY TRANSACTIONS

The Company’s former Chief Executive Officer, a related party, has advanced funds to the Company from time to time in order to support the working capital requirements of the Company. As of March 31, 2014, $36,214 remained due to the related party as repayment for advances. All advanced funds are unsecured, bear no interest, and are due upon demand.

On March 10, 2014, Algo Markets entered into an intellectual property purchase agreement between Algo Markets and Dragon Malaysia Limited, a wholly-owned subsidiary of Dragon Holdings AG, of which Mr. Niraj Goel is a non-executive Chairman and a majority shareholder, for purchase of intellectual property for $128,000,000. The Company is indebted to Dragon Malaysia Limited pursuant to a promissory note $120,000,000 (See Note 8) and $3,260,000 as the remaining unpaid balance of the acquisition cost of the intellectual property as of March 31, 2014 (See Note 6).

On March 17, 2014, the Company sold to Niraj Goel, the Company's Chief Executive Officer 300,000,000 shares of its common stock for $300,000 ($0.001 per share) and 150,000,000 shares of preferred stock for $150,000 ($0.001 per share) (See Note 11).

The Company’s 65% owned subsidiary Clone Algo Pte Ltd. has only one Board Member/Director, Niraj Goel, who is also the majority shareholder in Clone Algo, Inc. The remaining 35% of Clone Algo Pte Ltd. is owned by Niraj Goel.

For  the year ended March 31, 2014, the Company rendered technology services to three entities, two entities of which are 100% owned by the former Chief Executive Officer of the Company, and one entity is controlled by the former Chief Executive Officer through a 17% indirect ownership. The Company recorded $603,520 in revenues from the related parties which approximated 29% of the total revenues for the year ended March 31, 2014. As of March 31, 2014, none of these amounts have been paid and are shown as revenue and accounts receivable - related party in the accompanying financial statements. The breakdown of the related party revenue transactions is as follows:

Related Party	Owner	Ownership		Revenue
Algo Markets Limited	Niraj Goel (CEO)		100%	$	12,200
Best Trade Limited	Niraj Goel (CEO)		100%		389,320
Expert Talent Limited	Dragon Holdings AG *		17%		202,000
				$	603,520

* Niraj Goel (CEO) has approximately 70% ownership in Dragon Holdings AG.

NOTE 8 NOTE PAYABLE - RELATED PARTY 

Note payable – related party consists of:

	March 31,
	2014			2013
Note payable – related party, principal balance of $120,000,000, payable in sixty (60) monthly installments of $2,000,000 each, starting May 30, 2014 (Note 1)	$	120,000,000		$	-
Less: debt discount		(25,591,098	)		-
Note payable – related party, net of discount		94,408,902			-
Less: current portion		(13,942,652	)		-
Note payable – related party, long term	$	80,466,250		$	-

On March 10, 2014, Algo Markets entered into an IP Purchase Agreement with a related party, pursuant to which the IP Seller sold the intellectual property to Algo Markets for $128,000,000, payable $8,000,000 in cash at the closing and $120,000,000 in (60) equal monthly installments starting in May 2014. The Company recorded the cost of intellectual property purchased based upon its historical cost.

Pursuant to the terms of Note 1, the payments to related party are subject to Earn out period of 10 years beginning April 1, 2014 to March 21, 2023.  Earn out will be settled on a yearly basis. Earn out means an amount in cash equal to the amount determined pursuant to one, but only one, of the following clauses:

(a)   If in any 12 months period April 1 to March 31, earnings before interest, taxes, depreciation and amortization (“EBITDA”) is equal to or the Earn out Period is equal to or less than $10,000,000, Zero Dollars;

(b)   If in any 12 months period April 1 to March 31,  EBITDA is equal to or the Earn out Period is greater than $10,000,000 but less than $40,000,000, an amount equal to $25,000,000 plus the product of (X) 2.5 and (Y) the amount by which EBITDA exceeds $10,000,000;

(c)   If in any 12 months period April 1 to March 31, EBITDA is equal to or the Earn out Period is equal to or greater than $40,000,001, an amount equal to $50,000,000  plus the product of (X) 2.5 and (Y) the amount by which EBITDA exceeds $40,000,001;

F-12

CLONE ALGO, INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

In connection with the issuance of the Note 1, the Company has recorded an imputed interest on the note payable at the annual interest rate of 10% over the term of the Note. As a result, the Company recorded a debt discount in the amount of $25,869,262 on Note 1 which is being amortized to interest expense over the life of the Note 1 (sixty months). The Company has recorded interest expense of $278,164 and $0 related to the amortization of debt discount related to Note 1 for the years ended March 31, 2014 and 2013, respectively.

As of March 31, 2014, the Company has paid $4,740,000 towards the purchase of the intellectual property (Note 1).

Commitments (excluding the clause of Earn out):	Amount
Within one year	$	22,000,000
After one year and within 5 years		98,000,000
Total	$	120,000,000

NOTE 9 NOTE PAYABLE

Note payable consists of:

		March 31,
		2014			2013
Note payable, principal balance of $21,500,000, to a third party, payable in 10 equal quarterly payments of $2,150,000, starting April 30, 2014 (Note 2)	$	21,500,000		$	-
Less: debt discount		(2,639,788	)		-
Note payable, net of discount		18,860,212			-
Less: current portion		(9,165,128	)		-
Note payable, long term	$	9,695,084		$	-

On March 10, 2014, Algo Markets entered into an asset purchase agreement with a third party, pursuant to which the seller sold 12 algorithms related to online financial markets trading for $24,000,000.  Algo Markets agreed to pay $2,500,000 to the seller at closing and the remaining balance of $21,500,000 is payable in ten (10) equal quarterly installments of $2,150,000 each, starting April 30, 2014. The Company recorded the cost of intellectual property purchased based upon its historical cost. The $2,500,000 remained unpaid to the third party at the closing and was recorded as other current liability as of March 31, 2014.

In connection with the issuance of the Note 2, the Company has recorded an imputed interest on the note payable at the annual interest rate of 10% over the term of the Note 2. As a result, the Company recorded a debt discount in the amount of $2,683,063 on Note 2 which is being amortized to interest expense over the life of the Note 2. The Company has recorded interest expense of $43,275 and $0 related to the amortization of debt discount related to the Note 2 for the years ended March 31, 2014 and 2013, respectively.

Commitments:	Amount
Within one year	$	8,600,000
After one year and within 5 years		12,900,000
Total	$	21,500,000

NOTE 10 COMMITMENTS

On March 17, 2014, the Company signed a two year lease in an office building located in Johor Bahru, Malaysia. The lease terms require a monthly rental payment of $1,555 over the two year term.

On March 16, 2014, the Company signed a lease agreement for an office location in Singapore with a company beneficially owned by the Company’s Non-Executive Chairman. The lease terms require a monthly rental payment of $3,195 over the two year term.

Future lease payments related to the Company’s office leases as of March 31, 2014 are as follows:

2015	$	57,000
2016		54,625
Total	$	111,625

F-13

CLONE ALGO, INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

NOTE 11 SEGEMENT INFORMATION

We currently operate in a single business segment. For the year ended March 31, 2014, sales in the North America accounted for approximately 1.5% of total revenue and international sales accounted for approximately 98.5% of total revenue. The Company did not generate any revenue for the year ended March 31, 2013.

Net revenue and customers by type and geographic location based on the location was as follows:

Revenue Trends by Geographic Region

Revenue and customer trends by geographic region, is based on the primary location of the Company's customers’ as of March 31, 2014 were as follows:

Geographical	Asia Pacific		Middle East		South Asia		South East Asia		Western Europe		Eastern Europe		Americas		Total
Licensing fees	$	500,368	$	1,144,232	$	389,320	$	26,664	$	12,200	$	3,692	$	31,104	$	2,107,580

Customer Trends by Geographic Region

Geographical	Asia Pacific		Middle East		South Asia		South East Asia		Western Europe		Eastern Europe		Americas		Total
Licenses sold		896		4,238		1,390		65		32		6		64		6,691

NOTE 12 STOCKHOLDERS’ EQUITY

The Company’s capitalization at March 31, 2014 was 750,000,000 authorized common shares and 200,000,000 authorized preferred shares, both with a par value of $0.001 per share.

Preferred Stock

On March 18, 2014, the Company sold 150,000,000 shares of “Series A Preferred Stock” to Niraj Goel, the Company’s Chief Executive Officer, at a price per share of $0.01 for a purchase price of $1,500,000.  Each share of Series A Preferred Stock is convertible, at the holder’s option, into ten (10) shares of the Company’s common stock, and each share of Series A Preferred Stock entitles the holder to fifty (50) votes for every one vote a holder of one share of the Company’s common stock. As of March 31, 2014, the holder of the preferred shares has agreed to waive his rights to convert the preferred shares until such time the Company has sufficient authorized shares.

In connection with the issuance of 150,000,000 shares of “Series A Preferred Stock” to Niraj Goel, the Company filed a Certificate of Designation of “Series A Preferred Stock” with the Secretary of State of the State of Nevada on March 18, 2014.  

F-14

CLONE ALGO, INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary for each share of Series A Preferred Stock, the Holders shall not be entitled to receive any amount out of the assets, whether capital or surplus, of the Corporation.

As a result of such stock issuance, the Company has 150,000,000 shares of “Series A Preferred Stock” issued and outstanding as of March 31, 2014.

Common Stock

On January 8, 2014, the Company sold 193,000,000 shares of its common stock $0.001 par value, to two (2) foreign investors at a price per share of $0.001 for an aggregate offering price of $193,000.

On March 12, 2014, the Company filed an amendment to the Company’s Articles of Incorporation, which increased the Company’s authorized shares of $0.001 par value common stock and $0.001 par value preferred stock from 200,000,000 common shares to 750,000,000 common shares and from 10,000,000 preferred shares to 200,000,000 preferred shares, respectively.

On March 17, 2014, the Company sold in a private transaction, 300,000,000 shares of its common stock to Niraj Goel, the Company's Chief Executive Officer and 200,000,000 shares to a foreign investor at a price per share of $0.001 for an aggregate offering price of $500,000.

Between February 24, 2014 and March 31, 2014, the Company accepted $6,984,364 from foreign investors under private placement subscription agreements for the purchase of its $0.001 par value common stock at a purchase price of $8.00 per share.  The offering was part of a larger funding effort which continued through May of 2014, at which time the Company received subscriptions for a total of $40,000,000 through the sale of 5,000,000 shares of its $0.001 par value common stock at a purchase price of $8.00 per share (See Note 14). No shares related to the receipt of these funds were issued as of March 31, 2014, and as such, the value of the consideration received was recorded as stock payable.

The sale and the issuance of the Shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”) and/or Regulation S promulgated under the Securities Act (“Regulation S”).  We made this determination based on the representations of each Purchaser which included, in pertinent part, that each such Purchaser was (a) an “accredited investor” within the meaning of Rule 501 of Regulation D, (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (c) not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S and upon such further representations from each Purchaser that (i) such Purchaser is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) the Purchaser has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (iv) the Purchaser had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) the Purchaser has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

As a result of such stock issuances, the Company has 695,000,000 shares of common stock issued and outstanding as of March 31, 2014.

Equity Compensation Plan

The Company has adopted the 2014 Officers’ Stock Plan on March 17, 2014, but has not granted any stock options at this time.

NOTE 13 INCOME TAXES

The Company’s provision for income taxes was $0 and $0 for the years ended March 31, 2014 and 2013 respectively.

The components of income (loss) before provision for income taxes for the years ended March 31, 2014 and 2013 are as follows:

	Year Ended March 31,
	2014			2013
Domestic	$	(52,690	)	$	-
Foreign		(79,314,822	)		-
Loss before provision for income taxes	$	(79,367,512	)	$	-

F-15

CLONE ALGO, INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

Reconciliation between the statutory rate and the effective tax rate is as follows at March 31, 2014 and 2013:

	Year Ended March 31,
	2014			2013
Effective Tax Rate Reconciliation:
Federal statutory tax rate		(35.0	)%		(35.0	)%
State taxes, net of federal benefit		0.0	%		0.0	%
Change in valuation allowance		35.0	%		35.0	%
Effective tax rate		0.0	%		0.0	%

Our deferred tax assets are as follows:

	March 31,
	2014			2013
Deferred tax assets:
Net operating loss carryforward	$	30,454		$	12,012
Total deferred tax assets		30,454			12,012
Less: valuation allowance	$	(30,454	)	$	(12,012	)
Deferred tax assets, net of valuation allowance	$	-		$	-

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the management’s opinion, it is uncertain whether the Company will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a full valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is calculated by multiplying a 35% marginal tax rate by the cumulative Net Operating Loss of $87,010. The total valuation allowance is equal to the total deferred tax asset.  The valuation allowance is $87,010 for the year ended March 31, 2014.

At March 31, 2014 and 2013, the Company has available unused federal operating loss carry forwards of approximately $87,010 and $34,321, respectively for federal taxes and that may provide future tax benefits, expiring between 2030 and 2034. 

NOTE 14    SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 – Subsequent Events and has determined that no other material subsequent events exist other than listed below:

On May 16, 2014, the Company closed a round of funding in which it obtained stock subscription agreements for sale of a total of 5,000,000 shares of its common stock to 68 foreign investors at a price per share of $8.00 for an aggregate offering price of $40,000,000.  The Company has received $25,141,296 of cash for stock subscriptions as of November 21, 2014. The Company plans on filing a registration statement for these shares in December 2014.

Subsequent to year-end, the Company made $4,375,000 in payments on a note payable due to a third party related to the purchase of 12 algorithms. Additionally, the Company made payments of $24,525,026 on the note payable due to a related party for purchase of intellectual property.

On April 9, 2014 and April 14, 2014, the Company received $695,000 and $1,600,000, respectively, from Niraj Goel for the purchase of 2,295,000 shares of Clone Algo Pte Ltd. These shares were issued and outstanding as of March 31, 2014.

On May 19, 2014, Clone Algo Pte Ltd. issued an additional 2,000,000 shares of its common stock to Niraj Goel for $2,000,000 cash.

F-16

Item 9        Changes In and Disagreements With Accountants On Accounting And Financial Disclosure.

There have been no disagreements with our auditor regarding accounting and financial disclosure except as disclosed below.

The Company has  reported on Current Reports on Form 8-K filed on March 12, 2014, as amended (resignation of De Joya Griffith, LLC), on April 30, 2014, as amended (resignation of Seale and Beers, CPAs); and on July 3, 2014 (resignation of Hartley Moore Accountancy Corporation).  None of these changes, however, were caused by disagreements with the independent registered public accounting firm on accounting or financial disclosure matters except that Hartley Moore informed the Company that the scope of its audit had expanded relative to variable interest entities with the Company’s management. The Company’s Current Reports on Form 8-K dated March 12, April 11, 2014, April 30, 2014 and July 3, 2014 are herein incorporated by reference.  The Company’s current independent registered public accounting firm is Terry L. Johnson, CPA.

Item 9A     Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and chief financial officer, Nitin Damodaran, evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this report, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, Mr. Damodaran concluded that as of March 31, 2014, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2014.  The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined that as of March 31, 2014, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm as we are a smaller reporting company and not required to provide the report.

Changes in Internal Control over Financial Reporting

We will regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new and more efficient systems, consolidating activities, and migrating processes.

During the fourth quarter of fiscal year ended March 31, 2014, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to affect materially, our internal control over financial reporting.

Item 9B      Other Information.

We have no information to disclose that was required to be disclosed in a report on Form 8-K during fourth quarter of fiscal year 2014, but was not reported.

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PART III

Item 10      Directors, Executive Officers and Corporate Governance.

Identification of Directors and Executive Officers

The following table sets forth the names and ages of our executive officers and members of the Board as of November 21, 2014. Our executive officers are elected annually by our Board. Our executive officers hold their offices until their death, their resignation or removal from office, or the election and qualification of their successor, whichever occurs first. 

Name	Age		Position
Nitin Damodaran		39	Chief Executive Officer, Interim Chief Financial Officer, and Director
Pily Wong		39	Chief Operating Officer and Director
Ravi Ramakrishna		37	Chief Marketing Officer
Yana Slatina		31	Secretary
Niraj Goel		45	Non-Executive Chairman

Set forth below is a brief description of the background and business experience of our executive officers and members of the Board for the past five years.

Nitin Damodaran has been our Chief Executive Officer, Interim Chief Financial Officer, and Director since May 21, 2014.  Since February 2013, Mr. Damodaran has been a Director of Private Banking for the Singapore branch of Emirates NBD, in which capacity he has managed assets in excess of $43 million.  From December 2006 through January 2013, Mr. Damodaran worked in the Wealth Management Department of Citibank in Singapore, in which capacity he managed assets in excess of $100 million.  Mr. Damodaran has a diploma in Hotel Management, a Master of Science in Ecology & Environment, and has taken courses in management development.

Mr. Damodaran’s qualifications to serve on our Board include his many years of experience in wealth management.

Pily Wong, 39, has been our Chief Operating Officer and Director since November 7, 2014. Mr. Wong has been Chief Executive Officer of Hung Hiep (Cambodia) Co., Ltd. since 2002. As CEO, Mr. Wong has expanded Hung Hiep’s distribution of German-made automobiles. Since 2005, Mr. Wong has been a Supervisory Board Member of the French-Cambodian Chamber of Commerce. Since 2008, Mr. Wong has been a Governor on the American Business Council in Cambodia. Mr. Wong has Bachelor’s degrees in both computer science and business administration. Mr. Wong was previously a Director of the Company for one day – May 21, 2014. Mr. Wong resigned as a Director on May 22, 2014. Mr. Wong did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices.

Mr. Wong’s qualifications to serve on our Board include his experience as CEO of a consumer-facing company, his involvement in the promotion of the business sector, and his educational background in computers and business.

Ravi Ramakrishna has been our Chief Marketing Officer since May 21, 2014. Mr. Ramakrishna has been an Investment Banker and a Private Wealth Manager with 13 years of experience in Banking across South East Asia, UK, Europe and India. Mr. Ramakrishna’s educational background includes a Post Graduate Diploma in Marketing and Total Quality Management, a Bachelor’s degree in Business Management and financial regulatory certifications in Singapore and The United Kingdom for Financial Advisors. He has gone on to win awards and receive commendation for high client sales as well as customer retention.

Yana Slatina has been our Secretary since May 2, 2012.  Ms. Slatina was our sole officer and sole Director May 2, 2012 through January 8, 2014.  Ms. Slatina has worked in sales, marketing, management, and investor relations in several countries since 2005.  Most recently, she was the Regional Vice President for Sales and Marketing at Tradeology Ltd., a developer of software, where she developed and implemented marketing and sales strategies.  From 2007-2008, Ms. Slatina was the Franchising Manager of the Association of Parquet Producers of Ukraine, a Ukrainian retail and production company, where she created and carried out a franchising system.  Ms. Slatina graduated from the National University of Economics and Law, Ukraine, in 2005, with a Bachelor’s degree and a specialist degree in marketing.  She is fluent in Ukrainian, Russian, and English.

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Niraj Goel has been the Non-Executive Chairman of our Board since May 21, 2014. From January 8, 2014 until May 21, 2014, Mr. Goel was our President, Chief Executive Officer, Chief Financial Officer, and Director.  Mr. Goel has served as the Non-Executive Chairman of Dragon Holdings AG, a technology company traded on the Börse Berlin’s Open Market since 2010.  Mr. Goel has also served as Managing Director of AlgoCloud Ltd. since 2010 and is a Director of Strategyland Research Limited. Since 2004, Mr. Goel has been the Managing Director of Strategyland Research Ltd.  Mr. Goel received his Master of Business Administration from Newport University, the India Chapter, and received his Bachelor of Arts from Punjab University in India.

Mr. Goel’s qualifications to serve on our Board include his financial and management experience.

As disclosed in a Current Report on Form 8-K filed with the SEC on May 22, 2014, Pily Wong was appointed as a Director on May 21, 2014.  Mr. Wong was a Director for one day before resigning his position on May 22, 2014.  Mr. Wong did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices.

As disclosed in a Current Report on Form 8-K filed with the SEC on September 11, 2014, His Excellency Mr. Paul Kuoch resigned from his position of an independent director of the Company to pursue other business interests. Mr. Kuoch had been a Director since May 21, 2014 and did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices. Mr. Kuoch’s resignation was effective on September 9, 2014.

As disclosed in a Current Report on Form 8-K filed with the SEC on October 20, 2014, Ms. Olena Bystrova resigned from her position as Chief Operating Officer, Treasurer, and Director. Ms. Bystrova had been our Treasurer since January 8, 2014 and our Chief Operating Officer and Director since May 21, 2014. Ms. Bystrova did not resign as the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies), or practices. Ms. Bystrova’ s resignation was effective on October 20, 2014.

Employment Agreements

Through our Singapore Subsidiary, we have a Directors Agreement with Mr. Goel pursuant to which he is paid 20,000 Singapore Dollars per month.   We also have, through our Singapore Subsidiary, Employment Agreements with Messrs. Damodaran and Ramakrishna pursuant to which they are paid, respectively, 11,000 Singapore Dollars per month and 7,500 Singapore Dollars per month.  In addition, pursuant to oral agreements with Messrs. Damodaran and Ramakrishna, they will each be paid a certain percentage of new business they bring to the Company as commission.  

Significant Employees

None.

Family Relationships

None.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has during the past ten years:

● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

-24-

● been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Code of Ethics

As disclosed in a Current Report on Form 8-K filed with the SEC on November 7, 2014, on that date, our Board adopted a Code of Ethics that applies to all of our directors, officers and employees.

Director Independence

Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

● the director is, or at any time during the past three years was, an employee of the company;

● the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

● a family member of the director is, or at any time during the past three years was, an executive officer of the company;

● the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

● the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

We do not have an audit committee, compensation committee or nominating committee.

-25-

Board Meetings and Annual Meeting

During the fiscal year ended March 31, 2014, our Board of Directors did not meet. We did not hold an annual meeting in 2013.

Board Committees

We presently do not have an audit committee, compensation committee or nominating committee or committees performing similar functions. Our management believes that at this point it has been premature at this early stage of our management and business development to form an audit, compensation or nominating committee. We envision that in the future if we form such committees, the audit committee will be primarily responsible for reviewing the services performed by our independent auditors and evaluating our accounting policies and system of internal controls. We envision that the compensation committee would be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers. The nominating committee would be primarily responsible for nominating directors and setting policies and procedures for the nomination of directors. The nominating committee would also be responsible for overseeing the creation and implementation of our corporate governance policies and procedures. Until these committees are established, these decisions will continue to be made by our Board of Directors. Although our Board of Directors has not established any minimum qualifications for director candidates, when considering potential director candidates, our Board of Directors considers the candidate’s character, judgment, skills and experience in the context of the needs of our Company and our Board of Directors.

We do not have a charter governing the nominating process. The members of our Board of Directors, who perform the functions of a nominating committee, are not independent because they are also our officers. There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nominations for directors. Our Board of Directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level.

Board Leadership Structure and Role in Risk Oversight

Our Board of Directors recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven by the needs of the Company at any point in time. As a result, no policy exists requiring combination or separation of leadership roles and our governing documents do not mandate a particular structure. This has allowed our Board of Directors the flexibility to establish the most appropriate structure for the Company at any given time.

Our Board of Directors is responsible for overseeing the overall risk management process at the Company. Risk management is considered a strategic activity within the Company and responsibility for managing risk rests with executive management while the Board of Directors participates in the oversight of the process. The oversight responsibility of our Board of Directors is enabled by management reporting processes that are designed to provide visibility to the Board of Directors about the identification, assessment, and management of critical risks. These areas of focus include strategic, operational, financial and reporting, succession and compensation, compliance, and other risks.

Stockholder and Interested Party Communications

Our Board of Directors does not currently provide a process for stockholders or other interested parties to send communications to our Board of Directors because our management believes that until this point it has been premature to develop such processes given the limited liquidity of our Common Stock. However, our new management may establish a process for stockholder and interested party communications in the future.

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Section 16(A) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our equity securities which are registered pursuant to Section 12 of the Exchange Act, to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the end of our fiscal year, March 31, 2014, our executive officers, directors and greater than 10 percent beneficial owners have complied on a timely basis with all Section 16(a) filing requirements, with the exception of our officers, directors and greater than 10 percent beneficial owners listed in the table below:

Name	Number of Unfiled Reports		Number and Description of Transactions Not Reported
Niraj Goel		2	2 transactions were not reported (1 upon being appointed an Executive Officer and Director and 1 upon the acquisition of shares).
Algo Assets Limited		2	2 transactions were not reported following the acquisition of shares.
Best Trade Limited		1	1 transaction was not reported following the acquisition of shares.

Item 11      Executive Compensation

Our named executive officers for the fiscal year of April 1, 2012 through March 31, 2013 were Yang Lin (our sole officer from April 1, 2012 through May 1, 2012) and Yana Slatina (our sole officer from May 2, 2012 through March 31, 2013).  Mr. Yang and Ms. Slatina were not paid any compensation in the fiscal year ended March 31, 2013.

Our named executive officers for the fiscal year of April 1, 2013 through March 31, 2014 were Yana Slatina (our sole officer from April 1, 2013 through January 7, 2014) and Niraj Goel (our sole officer from January 8, 2014 through March 31, 2014).  Ms. Slatina and Mr. Goel were not paid any compensation in the fiscal year ended March 31, 2014.

Option Grants

There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the period from April 1, 2012 through March 31, 2014.

Aggregated Option Exercises and Fiscal Year-End Option Value

There were no stock options exercised during the period ending March 31, 2014 by the executive officers named in the Summary Compensation Table.

Long-Term Incentive Plan (“LTIP”) Awards

There were no awards made to our named executive officers in the last completed fiscal year under any LTIP.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board has the authority to fix the compensation of directors.  Through our Singapore Subsidiary, we have a Directors Agreement with Mr. Goel pursuant to which he is paid 20,000 Singapore Dollars per month. 

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Employment Agreements

We have Employment Agreements with Messrs. Damodaran and Ramakrishna through our Singapore Subsidiary, pursuant to which they are paid 11,000 Singapore Dollars per month and 7,500 Singapore Dollars per month, respectively.  In addition, pursuant to oral agreements with Messrs. Damodaran and Ramakrishna, they will each be paid commission of a certain percentage of new business they bring to the Company.

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

Security Ownership of Certain Beneficial Owners and Management

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of November 21, 2014, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and dispositive power with respect to the shares shown.  Unless otherwise specified, the address of each of the persons set forth below is care of the company at the address of: 3225 McLeod Drive, Suite 100, Las Vegas, NV 89121.

Name of Beneficial Owner and Address 5% Shareholders	Amount and Nature of Beneficial Ownership of Shares Common Stock			Percent of Shares of Common Stock (1)			Amount and Nature of Beneficial Ownership of Shares of Preferred Stock		Percent of Shares  of Preferred Stock (2)
Best Trade Limited Suite 3, Global Village, Jivan Complex, Mont Fleuri, Mahe, Seychelles		200,000,000			28.66	%		0		0	%
Algo Assets Limited ABM Chambers, P.O. Box 2283, Road Town Tortola, British Virgin Islands		159,000,000			22.79	%		0		0	%
Directors and Executive Officers
Niraj Goel		501,177,563	(3)		71.83	%		150,000,000		100	%
Yana Slatina		2,077,811	(4)		*			0		0	%
Pily Wong		6,500			*			0		0	%
Nitin Damodaran		8,750			*			0		0	%
Ravi Ramakrishna		0			0	%		0		0	%
All directors and officers as a group (5 people)		503,270,624			72.13	%		150,000,000		100	%

* Less than 1%.

(1) Based on 697,646,696 shares of common stock outstanding as of November 21, 2014.

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(2)	Based on 150,000,000 shares of Series A Preferred Stock issued and outstanding as of November 7, 2014.  Each share of Series A Preferred Stock has voting rights of 50 votes per share.  The total aggregate number of votes for the Series A Preferred Stock is 7.5 billion.
(3)	Mr. Goel is the direct beneficial owner and has sole voting and dispositive power over the following shares: (a) 300,010,000 shares held in his name; and (b) 200,000,000 shares held in the name of Best Trade Limited.  Mr. Goel is the 100% owner of Best Trade Limited; and (c) 106,250 shares held in the name of Strategyland Research Limited.  Mr. Goel owns more than 50% of Strategyland Research Limited and is a member of its board of directors.  Mr. Goel is the indirect beneficial owner and has shared voting and dispositive power over (a) the 500,000 shares held in the name of Rosy Goel, Mr. Goel’s wife; and (b) the 561,313 shares held in the name of Tradeology Ltd.  Mr. Goel owns more than 50% of Tradeology Ltd.
(4)	Ms. Yana Slatina is our Secretary and was our Chief Executive Officer, Chief Financial Officer, and sole Director from May 2012 through January 8, 2014.  Ms. Slatina is the direct beneficial owner and has sole voting and dispositive power over the following shares: (a) 52,811 shares held in her name; and (b) 2,025,000 shares held in the name of Varian Limited, a Seychelles company. Ms. Slatina is the 100% owner of Varian Limited and is its sole director.

Changes in Control

There are no arrangements known to us, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.

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

Transactions with Related Parties

The Company owns 65% of the Singapore Subsidiary.  Niraj Goel, the Non-Executive Chairman of our Board, owns 35% of the Singapore Subsidiary. On March 10, 2014, Algo Markets, a wholly-owned subsidiary of the Singapore Subsidiary, entered into an intellectual property purchase agreement between Algo Markets and Dragon Malaysia Limited (the “IP Seller”), pursuant to which the IP Seller sold to Algo Markets: (i) all of the IP Seller’s right, title and interest in the trademark “CLONE ALGO” and the domain name CloneAlgo.com; and (ii) the Clone Algo mobile application software.  Algo Markets paid $8 million to the IP Seller at closing and will pay $120 million in sixty (60) equal monthly installments which started in May 2014 for a total purchase price of $128 million.

The IP Seller is a wholly-owned subsidiary of Dragon Holdings AG.  Mr. Goel is the Non-Executive Chairman of the Board of Directors of Dragon Holdings AG and owns 70% of Dragon Holdings AG.

The Company leases an office space in Singapore in a building that is beneficially owned by Mr. Goel.

Best Trade Ltd, a Seychelles company, has Mr. Goel as a Director.  The entity is 100% owned by Mr. Goel. In addition to being a major shareholder of the Company, 18.5% of the Company’s revenues come from this entity.

Mr. Goel is a former Director of Zentrum Limited, a British Virgin Islands company. Mr. Goel and a Middle Eastern investor entered into a joint venture in 1999.  Around the year 2000, the Middle Eastern investor formed Zentrum and Mr. Goel was offered and accepted a Directorship position and a 20% ownership interest in Zentrum.

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On or about 2008, Mr. Goel divested his ownership interest in Zentrum and resigned from the directorship position. Mr. Goel has no current ownership or investment interest in Zentrum, and is NOT affiliated or related to Zentrum in any shape or form.  During Mr. Goel’s ownership and directorship tenure, Zentrum developed certain intellectual properties (algorithms) to be used in performing and executing trades using algorithms which were to be marketed to brokerage firms and financial institutions.  These certain intellectual properties (algorithms) that were developed were never utilized, however, because they needed a software platform. They were kept as an asset on Zentrum’s books as intellectual property.

In March 2014, Mr. Goel negotiated on behalf of the Company, and acquired these certain intellectual properties (algorithms) from Zentrum to run on the Company’s newly acquired software platform (acquired from Dragon Malaysia) to service its pre-existing brokerage clients.  Additionally, Zentrum is a brokerage firm and due to new regulations, brokers cannot provide technology related service (intellectual property) so Zentrum did not have the ability to use the intellectual properties (algorithms) it had developed.

Since the sale of Zentrum’s certain intellectual properties to the Company, Zentrum has entered into a technology service agreement to use the Company’s algorithm trading platform for its own brokerage clients. Approximately 4.34% of the Company’s revenues are derived from money paid by Zentrum to the Company pursuant to the technology services agreement.

Promoters and Certain Control Persons

We did not have any promoters at any time during the past five fiscal years.

Item 14      Principal Accounting Fees and Services.

The following table sets forth the aggregate fees billed by our independent registered accounting firm for the fiscal years ended March 31, 2014. These fees are categorized as audit fees, audit-related fees, tax fees, and all other fees. The nature of the services provided in each category is described in the table below.

	March 31, 2014		March 31, 2013
Audit and Audit-related Fees	$	17,500	$	-
Tax Fees		-		-
All other fees		-		6,000
Total Fees	$	17,500	$	6,000

Audit Fees and Audit-related Fees

These fees generally consist of professional services rendered for the audits of the consolidated financial statements and the effectiveness of internal control over financial reporting and the review of financial statements including the Quarterly Reports on Form 10-Q for the fiscal years ended March 31, 2014 and 2013. The audit-related fees generally consist of interim procedures related to the performance of the audit or review of the financial statements that are traditionally performed by the independent registered public accounting firm and attendance at the Audit Committee meetings.

Tax Fees

There were no fees billed by our independent registered accounting firm for professional services rendered for tax compliance for the years ended March 31, 2014 and 2013.

All other fees

These fees represent services not included under Audit and Audit-related fees, including the provision of certain consents or certain procedures related to the issuance of our registration statements on Form S-1, Form S-3 or Form S-8, as applicable.

We do not have an audit committee and our entire Board of Directors has established its pre-approval policies and procedures, pursuant to which the Board of Directors approved the foregoing audit and audit-related services provided by our independent registered accountants for the periods ended March 31, 2014 and 2013 consistent with the Audit Committee’s responsibility for engaging our independent auditors. The Board of Directors also considered whether the non-audit services rendered by our independent registered public accounting firm are compatible with an auditor maintaining independence. The Board of Directors has determined that the rendering of such services is compatible with the principal accountants maintaining its independence.

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PART IV

Item 15.     Exhibits, Financial Statement Schedules.

Financial Statements and Schedules

The financial statements are set forth under Item 8 of this annual report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

Exhibit List

The following exhibits are filed as part of this report or incorporated by reference:

EXHIBIT
NUMBER		DESCRIPTION
3.1		Articles of Incorporation of Corridor Ventures I Acquisition Corp. (1)
3.2		Bylaws of Corridor Ventures I Acquisition Corp. (2)
3.3		Amendment to Articles of Incorporation. (3)
3.4		Certificate of Amendment, dated March 12, 2014. (4)
4.1		Certificate of Designation of Series A Preferred Stock. (5)
10.1		Stock Purchase Agreement, dated March 14, 2011, among the Company, Corridor Ventures, LLC and Asia Junwei Finance Capital Group Company Limited. (6)
10.2		Stock Purchase Agreement, dated May 2, 2012, by and among Corridor Ventures I Acquisition Corp., Yang Lin, David Waldman, and Varian Limited. (7)
10.3		Intellectual Property Purchase Agreement, by and between Algo Markets Limited and Dragon Malaysia Limited, dated as of March 10, 2014. (5)
10.4		Asset Purchase Agreement, by and between Zentrum Limited and Algo Markets Limited, dated as of March 10, 2014. (5)
10.5*		Dragon Tradebook Risk Management & Trade Infrastructure Non Exclusive Software Distribution Agreement, dated as of March 22, 2014.
10.6*		Amendment to Asset Purchase Agreement, by and between Zentrum Limited and Algo Markets Limited, dated as of May 22, 2014.
10.7		Employment Agreement, by and between Clone Algo Pte. Ltd. and Mr. Nitin Damodaran, dated May 20, 2014. (8)
10.8		Directors Agreement, by and between Clone Algo Pte. Ltd. and Mr. Niraj Goel, dated March 1, 2014. (8)
10.9*		Employment Agreement, by and between Clone Algo Pte. Ltd. and Mr. Ravi Ramakrishna, dated May 14, 2014.
14.1		Code of Ethics (9)
21.1*		List of Subsidiaries
31.1*		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	*	XBRL Instance Document
101.SCH	*	XBRL Taxonomy Schema
101.CAL	*	XBRL Taxonomy Calculation Linkbase
101.DEF	*	XBRL Taxonomy Definition Linkbase
101.LAB	*	XBRL Taxonomy Label Linkbase
101.PRE	*	XBRL Taxonomy Presentation Linkbase

* Filed herewith.

(1) Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on August 13, 2010.

(2) Filed as an exhibit to our Registration Statement on Form 10-12G of the Company, filed with the SEC on August 13, 2010.

(3) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on February 11, 2014.

(4) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on March 12, 2014.

(5) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on March 19, 2014.

(6) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on March 14, 2011.

(7) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on May 16, 2012.

(8) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on May 22, 2014.

(9) Filed as an exhibit to our Current Report on Form 8-K, filed with the SEC on November 7, 2014.

+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

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SIGNATURES

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

	CLONE ALGO INC.
Dated: November 21, 2014	By:	/s/ Nitin Damodaran
		Nitin Damodaran
		Chief Executive Officer and Interim Chief Financial Officer

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

Signature		Title	Date
/s/ Nitin Damodaran		Chief Executive Officer, Interim Chief Financial Officer, and Director	November 21, 2014
Nitin Damodaran	(Principal Executive Officer and Principal Financial and Accounting Officer)
/s/ Niraj Goel		Non-Executive Chairman of the Board	November 21, 2014
Niraj Goel
/s/ Pily Wong		Chief Operating Officer and Director	November 21, 2014
Pily Wong

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EX-10.5

Exhibit 10.5

Dragon TradeBook Risk Management & Trade infrastructure Non Exclusive Software
Distribution Agreement

This Agreement is made between Dragon Malaysia Ltd, Labuan Malaysia, hereinafter referred to as “The Licensor”) with offices at Menara Kotaraya, Level 8, Unit 4, Jalan Trus, Johor Bahru, Malaysia, 80000 and Algo markets Limited, Labuan, Malaysia hereinafter referred to as “the Licensee”) with principal offices at Unit B, Lot 49, 1^st Floor, Block F, Lazenda Warehouse 3, Jalan Ranca-Ranca. 87000 Federal Territory of Labuan, Malaysia and commences on 22nd March 2014.

WHEREAS, The Licensor has all rights, title, and interest in and to the proprietary software product generally known as Dragon TradeBook Risk Management Software, as well as any and all related documentation, user manuals, and related material; and

WHEREAS, the Licensee wishes to use the Dragon TradeBook White Label Service

1.  Definitions

a) The Software means the computer programs defined as follows: Dragon TradeBook Risk Management Software and Plugins, including all written or electronic documentation, user manuals and other documents pertaining to Dragon TradeBook bridge software and plugins.

b) Install means Installing the Software on a computer's hard disk accessible to The Licensee.

c) Fees means all commissions including White Label Fees, generated by The Licensee due to volume processed through The Licensors software, and additional third party software licensed under this agreement, and are due and payable as described in the Fee Schedule attached to this Agreement.

d) Agreement means this software license agreement, fee schedule and SLSD, as may be amended from time to time in terms of clause 11.

e) Dragon Tradebook White Label Service means the provision of part of the Dragon server platform. It includes but is not limited to) the provision of all computer hardware, software, computer Infrastructure and networking between the Licensee, the Licensor, and its customers, all system administration and housekeeping, system monitoring and associated support (as defined the SLSD). SLSD stands for Dragon TradeBook Service Level Standards Document, a separate document.

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2.  Grant of Rights

The Licensor hereby grants to The Licensee a nonexclusive, non-transferable License to use the Software and distribute the software to its Clients.

3.  Term and Termination

This License shall be put into effect upon the signing of this contract. The Licensee or Licensor can terminate the agreement with 1 (one) month's written notice. All outstanding fees should be paid within ten (10) days of termination after invoice is issued by Dragon TradeBook.

Either party shall have the right to immediately terminate this License if the other fails to perform any obligation required of The Licensee and has failed to rectify the situation within 7 (seven) days of written notice of such failure being received by the party or if either party becomes bankrupt or insolvent.

In the event that the Licensee fails to pay any invoiced amount within the time period stipulated on the invoice (where such amount is not subject to a bona fide dispute or query) this may result in the immediate termination or stoppage of services if the Licensee fails to pay such undisputed invoiced amount within seven (7) (seven) business days of receiving a demand for payment.

4.  Obligations of the Licensor

a)	The Licensor undertakes that the Software will conform to its description and Documentation and make best reasonable efforts to ensure that the Software is fit for its intended use.
b)	The Licensor will perform its obligations under this Agreement in accordance with good industry practice within the limits of this Agreement.
c)	The Licensor agrees that all customer information or client data received from or on behalf of the Licensee or that is stored on the Software is private and confidential. The Licensor will provide the Licensee with any or all of its customers' data, in a timely manner
d)	The Licensor agrees that it will host the Software for The Licensee, Hosting includes the provision of all hardware, software, computer infrastructure and networking between the Licensee and the Licensor, and associated support as described in the SLSD.
e)	Whilst the Licensor does not warrant that the Software is error free or that the Licensee will be able to use same without interruption or problems, the Licensor agrees that it will fix any and all software bugs and respond to The Licensee's requests in a timely and professional manner, in accordance with the attached SLSD. The SLSD document defines the methods of addressing software issues and response times and forms part of this Agreement. Notwithstanding the provisions of clause 11 of this Agreement, the Licensor reserves the right to amend the terms of the SLSD from time to time as and when it sees fit to do so, provided that such amendment will not lead to a material deterioration of the service levels provided pursuant to the SLSD.

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f)	The Licensor warrants that the performance specifications (to include, but not exclusively, the software and support performance) detailed in the Fee Schedule will be met at all times to the best of its ability.
g)	The Licensor will periodically provide or make available to the Licensee bug-fixes, releases or updates of the Software as it does to its customers generally which are Included in the Fees. The Licensor agrees to ensure that the underlying firmware and software remains reasonably up to date and patched against Security vulnerabilities.
h)	The Licensor agrees to notify the Licensee of materially relevant security incidents and breaches within a reasonable timescale.

5.  Obligations of the Licensee

a)	The Licensee agrees to pay Fees in accordance with the Fee Schedule.
b)	The Licensee agrees to follow the reasonable recommendations provided by The Licensor from time to time on proper use of the software, and/or any other software that it connects to, and in particular the software support procedures as described in the SLSD as amended from time to time.
c)	The Licensee agrees to report any and all problems experienced with the Software in accordance with the SLSD priorities immediately such problems are detected by the Licensee and without unreasonable delay. In particular, problems regarding incorrect outstanding positions should be immediately reported within minutes via Tier 1 procedures to the Licensor.
d)	Any mismatches in positions shall be checked and detected by the Licensee within one hour of EOD (5pm NY time) and notified by email and immediate voice communication to the Licensor. If position mismatches or other position errors are detected The Licensor may endeavor to assist in their correction but The Licensee will hold The Licensor harmless for such errors, whether or not they occur as a result of the Licensee or Licensor's software.

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e) The Licensee confirms that it will provide reasonable assistance to enable the Licensor to fulfill its obligations to comply with anti-bribery and corruption laws.

6.  Title to Software: 

No rights are given to The Licensee in respect of the Software other than as detailed in this agreement. Licensor retains title to and ownership of the Software and all enhancements, modifications and updates to the Software. The Licensee shall not copy the software, in whole or in part. or modify the Software, or create derivative works of the Software.

Title to Data:

The Licensee retains title to and ownership of all The Licensee customers' data (being the customer’s personal details), except transactional data which will be retained by Dragon TradeBook and may be shared with parties relevant to such transactions only or to relevant jurisdictional or regulatory authority. The Licensor agrees to maintain confidentiality and integrity of data in line with internationally accepted standards of security data. Ownership and title to transactional data shall belong to the Licensee except in such case as such data as demanded or required by a court of law or relevant regulatory authority.

7.  Price Adaptations.

The Licensee acknowledges that from time to time as Licensor updates its software and continues to advance and expand its technology offering, adaptations of price may follow. The Licensor agrees that The Licensee will be given a minimum of three (3) months' notice before such price adaptations will be put into effect.

8.  Warranty and Indemnification 

Extent of Liability: The Licensor warrants that the Software will conform to the performance standards set forth in this agreement. The Licensor's responsibility under this warranty shall include correcting that portion of the Software that fails to perform substantially in accordance with those standards and specifications.

The Licensor shall have no liability under the foregoing warranty if (a) The Licensee decompiles, reverse engineers, or modifies the Software without The Licensor’s prior written consent. (b) The Licensee fails to give The Licensor written notice of the claimed breach of warranty, or (c) the failure to perform is caused in whole or in part by persons other than The Licensor or by products, equipment, or computer programs against whose use The Licensor has warned The Licensee.

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b) The Licensor indemnification: The Licensee shall indemnify, defend and hold the Licensor harmless from and against any and all demands, claims, or suits by any third party and any and all costs, damages, penalties, and expenses, including reasonable professional fees, arising out of or in connection with the use of the Software by the Licensee, its employees, agents, or independent contractors, except to the extent any such demand, claim, or suit arises out of or in connection with The Licensor’s breach of its obligations under this Agreement. The Licensor's entire liability and Licensee's sole and exclusive remedy for breach of the foregoing warranty shall be, at Licensor's option, to either;

	a.	return to Licensee the fee or a portion of the fee for the period in which the Software did not perform according to this warranty, or
	b.	repair the defects or replace the Software.
c)	Survival: The provisions of this section shall survive termination of this Agreement.

9.  Confidentiality

Both Parties agree that they shall keep confidential the provisions and subject matter of this Agreement and any negotiations relating to furthering the relationship between the two parties. The Licensee understands and agrees not to market, or disclose any Information about The Licensor with Third Parties without prior written notice signed by both parties. This does not apply to information which:

a)	is required to be disclosed by operation of Law or any stock exchange regulations or any binding judgement or order, or any requirement of a competent authority;
b)	is reasonably required to be disclosed in confidence to a party's professional advisers for use in connection with the relationship between the parties and/or matters contemplated in this Agreement; or
c)	is or becomes within the public domain (otherwise than through the recipient party's default).

10. Media Releases

Both Parties agree that no public announcement or press release in connection with the subject matter of this Agreement or any further transaction shall be made or issued by or on behalf of either party without the prior written approval of the other party (such approval not to be unreasonably withheld or delayed). This does not apply If the announcement or press release is required by law or by any governmental authority, although in such circumstances the relevant party shall give the other party every reasonable opportunity to comment on any announcement or release before it is made or issued (provided that this shall not have the effect of preventing the party making the announcement or release from complying with its legal obligations).

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11. General Provisions

a) Authority: Each Party represents and warrants that it is a legal business entity duly organized and validly existing in good standing under the laws of the jurisdiction of its formation, and that it has full power and authority to enter into and perform this Agreement. Each Party also represents and warrants that the person signing this Agreement on its behalf has been properly authorized and empowered to do so.

b) Complete Agreement: This Agreement, together with as appendices, constitutes the entire understanding and agreement between the Parties with respect to the subject matter of the Agreement and supersedes any and all prior oral or written communications with respect to it, all of which are merged into it. Except as specifically provided for, this Agreement may not be altered, amended, or modified except by an instrument in writing signed by a duly authorized representative of both Parties.

c) Modifications to Agreement: Except as provided for herein, modifications and amendments to this Agreement, including any Schedule or appendix hereto, shall he enforceable only if they are in writing and are signed by authorized representatives of both parties.

d) Notices: All notices and other communications given in connection with this License shall be in writing and shall be deemed given as follows:

● When delivered personally to the recipient's address as appearing in the introductory paragraph to this License;

● Four business days after being deposited in the mail, postage prepaid to the recipient's address as appearing in the introductory paragraph to this License; or

● When sent by fax or telex to the last fax or telex number of the recipient known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail or the recipient delivers a written confirmation of receipt by an officer of that company.

● Any party may change its address appearing in the introductory paragraph to this License by giving notice of the change in accordance with this paragraph.

e) Remedies: No remedy conferred on The Licensee by any specific provision of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or existing at law or in equity or by statute or otherwise The election of one or more remedies by The Licensee shall not constitute a waiver of the right to pursue other available remedies.

f) Waiver The Licensee's waiver or modification of, or failure to insist on any of the provisions of this Agreement shall not void, waive, or modify any of the other provisions or be construed as a waiver or relinquishment of The Licensee's right to performance in the future of any such provision.

6

g) Severability: if any provision of this Agreement is declared or found to be illegal, unenforceable, or void by a court of competent jurisdiction, then both Parties shall be relieved of all obligations arising under the provision, but only to the extent that the provision is illegal, unenforceable, or void. The Parties intend that this Agreement shall be deemed amended by modifying the provision to the extent necessary to make it legal and enforceable while preserving its intent or, if that is not possible, by substituting another provision that is legal and enforceable and achieves the same objective. The remainder of this Agreement shall not be affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.

h) Successors: This Agreement shall be for the benefit of and be binding on the heirs, legal representatives, successors, and permitted assigns of the Parties.

i) Headings: Headings used in this Agreement are for reference purposes only and neither limit nor amplify the terms of the Agreement.

j

j) Governing Law: This Agreement shall be governed by and construed according to the laws of Labuan, Malaysia as they are applied to contracts made and to be performed entirely in Labuan, Malaysia, but without reference to Labuan. Malaysia rules regarding conflicts of laws. All action under this Agreement shall be brought in a federal court of competent jurisdiction in Labuan. Malaysia, and in no other jurisdiction.

k) Survival of certain provisions: Termination of this Agreement for any reason shall not release either Party from any liabilities or obligations set forth in this Agreement that (a) the Parties have expressly agreed shall survive any such termination or (b) remain to be performed or by their nature would he intended to he applicable following any such termination. The provisions of this section shall survive termination of this Agreement.

l) Force Majeure: If the performance of this Agreement or any obligation under it by any Party is prevented, restricted, or interfered with by reason of fire or other casualty or accident, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency or other act or condition whatsoever beyond be reasonable control of the Party, the Party whose performance is so affected, on giving prompt notice to the other Party, shall be excused from performance. If the force majeure condition continues for ninety (90) days, then the Party whose performance is not affected by the condition may, at its option and without liability to the other Party, terminate this Agreement.

m) Counterparts: This Agreement may he executed in counterparts, all of which taken collectively, shall be deemed to constitute a single document.

n) Relationship: The relationship of the Parties under this Agreement is one of independent contractors and no agency. partnership, joint venture, or similar relationship is created by it. Except as specifically authorized, neither Party shall have any authority to assume or create obligations on the other Party's behalf. Neither Party shall take any action that has the effect of creating the appearance of its having such authority.

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o) Assignment: The rights conferred by this Agreement shall not be assignable by The Licensee without The Licensor's prior written consent, which consent shall not be unreasonably withheld. The Licensor Agrees that written consent well be automatic should The Licensee be purchased by a third party.

p) This Agreement does not constitute an offer, and shall only be enforceable when signed by both parties.

Fee Schedule

License

Fees

Prices detailed in this Schedule are subject to change as described in Paragraph 7 dells Agreement.

PLEASE NOTE THAT THIS AGREEMENT ONLY APPLIES IF THE CLIENT HOSTS ON THE DRAGONTRADEBOOK Software SERVER LICENSE WITH A WHITE LABEL OR GENERIC FRONT END.

Set-Up

Fee 

An upfront set-up fee of US Dollars 20,000.00 (Twenty thousand) is required. Immediately on receipt of such set-up fee, but not before, the Licensor will initiate the necessary set-up procedures. Due to the level of maintenance required for CFDs and Currency Futures, should these trading instruments be required by the Licensee, they will incur a once-off levy of US Dollars 10,000.0.0 each in addition to the Dragon TradeBook set-up fee.

Minimum Fee for the Risk Management Software and datacenter Usage:-

For the purpose of clarity, each month's minimum fee are determined by the usage of the server resources by the Licensee. If required the Licensee may request changes in resource allocation by the end of each month. Minimum fees are the minimum Dragon TradeBook charges per month for the bridge services and technology. The basic minimum monthly fee is $350,000.00 (US$ three hundred and fifty thousand) per month. Minimum fees are accountable against traded volume and represent no additional charge given that the volume feel exceed the minimum fees. This fee schedule is valid till the end of year December 2014. Beyond 2014 a new agreement will need to be discussed.

The minimum fees are based on the maximum resource fee introduced by one group of items, but fall no lower than US Dollars 350,000.00 per month. Individual item fees are shown in the table below.

AM Security	AM Symbol	AM Group	Executable Stream
$2,000.00/month	$500.00/month	$1,000.00/month	Pricing and trading connection to a
			Liquidity Provider over FIX Protocol or API
			$1,000.00/month

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By way of example:

1) Should the Licensee require: 1 Security, 60 symbols, 40 groups and 2 Executable Streams, its minimum monthly fee will be US Dollars 4,000.00 based on the maximum resource fee introduced by the 40 group items at US Dollars 100.00 per month.

2) Should the Licensee require: 1 Security, 60 symbols, 25 groups and 1 Executable Stream, its minimum monthly fee will be US Dollars 3,000.00 based on the maximum resource fee introduced by the 60 symbol items at US Dollars $0.00 per month.

White Label Setup and Maintenance Fees

These fees are payable by the Licensee prior to the commencement of service. The Licensee agrees to pay the initial fee of for the White Label setup, plus an additional $7,500.00 per month payable within thirty (30) days of the Licensor’s invoice each month for a license in relation to server software (these are passed from third party vendors, without additional mark-up).

Additional support fees

The Licensee may be subject to additional support fees, if software guidelines as set out herein are NOT followed and/or The Licensor deems a support issue to be extraneous.

The Licensor:	The Licensee:
Signature: /s/ Karamjit Singh	Signature: /s/ Niraj Goel
Name: Karamjit Singh	Name: Niraj Goel
Title: Director	Title: Director
Company: Dragon Malaysia Ltd.	Company: Algo Markets Ltd. (Labuan)
Date: 22 March 2014	Date: 22 March 2014

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EX-10.5

Exhibit 10.6

AMENDMENT to

ASSET PURCHASE AGREEMENT

by and between

Zentrum Limited,

A British Virgin Islands Company,

and

Algo Markets Limited,

a Malaysia Company

Dated as of May 22, 2014

ASSET PURCHASE AGREEMENT

THIS AMENDMENT to ASSET PURCHASE AGREEMENT is entered into as of May 22, 2014, by and between Zentrum Limited, a British Virgin Islands company (the "Seller") and Algo Markets Limited, a Malaysia company (the "Purchaser").

Recitals

WHEREAS, the Purchaser and the Seller (collectively, the “Parties”) entered into that certain Asset Purchase Agreement, dated as of March 10, 2013 (the “Original Agreement”); and

WHEREAS, the Parties wish to amend the Original Agreement to clarify that the Purchaser purchased assets of the Seller and did not merge with and did not purchase the business of the Seller;

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements and conditions hereinafter set forth, and intending to be legally bound hereby, each party hereby agrees to replace the Original Agreement in its entirety and to amend it as follows:

1. SALE OF TRANSFERRED ASSETS; TRANSACTIONS.

1.1 Sale of Transferred Assets. The Seller shall sell, assign, transfer, convey and deliver to the Purchaser at the Closing (as defined in Section 1.4), good and valid title to the Transferred Assets (as defined below), free of any Encumbrances, on the terms and subject to the conditions set forth in this Agreement. For purposes of this Agreement, "Transferred Assets" means the following assets:

(a) all Intellectual Property and Intellectual Property Rights, and all goodwill of the Seller related to any of the foregoing;

(b) all rights of the Seller under Third Party Software licenses;

(c) all Governmental Authorizations; and

(d) all claims (including claims for past infringement or misappropriation of Intellectual Property or Intellectual Property Rights) and causes of action of the Seller against other Persons (regardless of whether or not such claims and causes of action have been asserted by the Seller) to the extent that they pertain to Intellectual Property or Intellectual Property Rights, and all rights of indemnity, warranty rights, rights of contribution, deposits, prepayments, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Seller (regardless of whether such rights are currently exercisable) to the extent that they relate to Intellectual Property or Intellectual Property Rights; however, notwithstanding the foregoing, the Seller retains its rights to such claims and causes of action described above that (a) arise prior to Closing and affect the Seller’s business and (ii) arise post-Closing (solely to the extent they are required to protect any of the Seller’s rights in its ongoing business operations);

1.2 Agreements Relating to Transfer of Transferred Assets. The Seller and the Purchaser agree that all of the Transferred Assets (including software and any related documentation) that can be transmitted to the Purchaser electronically will be so delivered to the Purchaser promptly following the Closing and will not be delivered to the Purchaser on any tangible medium.

1.3 Purchase Price. As consideration for the sale, assignment, transfer, conveyance and delivery of the Transferred Assets to the Purchaser: Purchaser shall pay a total of $24,000,000, payable as to (i) $2,500,000 till March 31, 2014, and (ii) the remaining $21,500,000 paid in ten (10) equal successive quarterly instalments beginning April 30, 2014; provided, however, that Seller may invoice against such payment schedule on a monthly basis.

1.4 Closing. The execution, delivery and closing of the transactions contemplated by this Agreement (the "Closing") shall take place at 1 , Changi North Street 1 , Singapore , 11 am. The date on which the Closing actually takes place is referred to in this Agreement as the "Closing Date."

2. REPRESENTATIONS AND WARRANTIES OF THE SELLER.

The Seller represents and warrants to the Purchaser as follows: 2.1 Incorporation, Power and Authority.

(a)           The Seller has been duly incorporated, and is validly existing and in good standing, under the laws of the jurisdiction of its incorporation. The Seller has full power and authority: (i) to execute, deliver and perform this Agreement; and (ii) to own and use the Transferred Assets in the manner in which such assets are currently owned and used.

(b)           The Seller is qualified, licensed or admitted to do business as a foreign corporation in the State of California and under the laws of all other jurisdictions where the property owned, leased or operated by it or the nature of its business requires such qualification, license or admission and where the failure to be so qualified, licensed or admitted would have a Material Adverse Effect.

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2.2 Title to Assets. Other than with respect to Seller IP, which is addressed in Section 2.3, the Seller owns, and has good and valid title to the Transferred Assets. All of said assets are owned by the Seller free and clear of any Encumbrances, except for any lien for current taxes not yet due and payable.

2.3 Intellectual Property.

(a) Other than the Third Party Software licenses and Open Source Software licenses, to the Seller’s knowledge, the Seller is not a party to any inbound third party.

(b) The Seller exclusively owns all right, title and interest to and in the Seller IP and Seller Technology.

(c) Seller either owns and possesses or has the right to use pursuant to a valid and enforceable written license, sublicense, agreement or permission all Intellectual Property used in or necessary for use in its business as presently conducted and can either assign or license such rights to the Purchaser. Seller has taken all reasonably necessary action to maintain and protect each item of Intellectual Property that it owns or uses that is primarily related to its business. Without limiting the generality of the foregoing:

(i)          all documents and instruments necessary to establish, secure and perfect the rights of the Seller in the Seller IP that is Registered IP have been validly executed, delivered and filed in a timely manner with the appropriate Governmental Body;

(ii)         each Person who is or was an employee or independent contractor of the Seller and who is or was involved in the creation or development of any Seller IP has signed an agreement containing an irrevocable assignment of Intellectual Property Rights to the Seller for which such Person is or was an employee or independent contractor;

(iii)        no funding, facilities or personnel of any Governmental Body or college, university or other education institution were used to develop or create, in whole or in part, any Seller Technology or any Seller IP; and

(iv)        the Seller has taken all reasonable steps to maintain the confidentiality of all source code for ALGORITHMS & Software and all other proprietary information held by the Seller, or purported to be held by the Seller, as a trade secret, which steps are no less rigorous than the steps used by Seller to maintain the confidentiality of its other most important source code and other proprietary information.

(d) Seller has the right to convey, assign and/or license, as appropriate, the Intellectual Property Rights pertaining to its business, including without limitation the Seller IP as contemplated by this Agreement.

(e) To the knowledge of the Seller, the Seller IP is valid, subsisting and enforceable.

In each case,

(i)          each item of Seller IP that is Registered IP is in compliance with all Legal Requirements, and all filings, payments and other actions required to be made or taken to maintain each such item of Seller IP in full force and effect have been made by the applicable deadline; and

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(ii)          no interference, opposition, reissue, re-examination or other Legal Proceeding of any nature is or has been pending or to the knowledge of the Seller is threatened in which the scope, validity or enforceability of any Seller IP is being, has been or could reasonably be expected to be contested or challenged.

(f) Neither the execution, delivery or performance of this Agreement, nor the consummation of any of the transactions contemplated herein will, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (i) a loss of, or Encumbrance on, any Seller IP or Seller Technology; (ii) the release, disclosure or delivery of any source code within the ALGORITHMS & Software by or to any escrow agent or other Person; (iii) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Seller IP, Seller Technology; or (iv) to the Seller's Knowledge, a violation of any third party Intellectual Property Rights.

(g) With respect to each item of Third Party Software:

(i)          the license, sublicense, agreement or permission covering the item is legal, valid, binding, enforceable and in full force and effect;

(ii)         the license, sublicense, agreement or permission will continue to be legal, valid, binding and enforceable, and in full force and effect following the consummation of the transactions contemplated in this Agreement; and

(iii)        no party to the license, sublicense, agreement or permission is in breach or default, and no event has occurred that with notice or lapse of time would constitute a breach or default or permit termination, modification or acceleration thereunder.

(h)To the knowledge of Seller, no Person has infringed, misappropriated, or otherwise violated, and no Person is currently infringing, misappropriating or otherwise violating, any Seller IP.

(i) To the knowledge of Seller, the design, development, use, import, branding, manufacture and sale of the ALGORITHMS & Software as currently conducted by the Seller, does not infringe, misappropriate or otherwise violate any Intellectual Property Rights of any third Person. Seller has not received any charge, complaint, Claim, demand, or notice alleging any infringement, misappropriation or violation of Intellectual Property Rights of a third Person (including a Claim that Seller must license or refrain from using any Intellectual Property Rights pertaining to its business).

(j) None of the ALGORITHMS & Software contains any bug, defect or error (including any bug, defect or error relating to or resulting from the display, manipulation, processing, storage, transmission or use of date data) that materially and adversely affects the use, functionality or performance of such ALGORITHMS & Software. The Seller has provided to the Purchaser a complete and accurate list of all known bugs, defects and errors in each version and component of the ALGORITHMS & Software.

(k) None of the ALGORITHMS & Software contains any "back door," "drop dead device," "time bomb," "Trojan horse," "virus," or "worm" (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing, any of the following functions: (i) disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed; or (ii) damaging or destroying any data or file without the user's consent.

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(l) The ALGORITHMS & Software and other Intellectual Property included in the Transferred Assets does not constitute open source or freeware Intellectual Property, or any modification or derivative work thereof, including any version of any software licensed pursuant to any GNU General Public License or limited general public license, or pursuant to any license that purports to restrict a party's ability to charge for distribution or use of software or requires that derivative works of the software be made available to the public or otherwise used only pursuant to specified terms (collectively, "Open Source Software"), and no Open Source Software was used in, incorporated into, integrated or bundled with, the ALGORITHMS & Software or any of the other Intellectual Property included in the Transferred Assets. The Open Source Software included in the Transferred Assets, as currently used and distributed in the conduct of the Seller’s business, does not, to the Seller's Knowledge, subject the proprietary software included in the Transferred Assets to any Open Source Software licenses.

(m)In the event and to the extent that the Seller either owns or licenses any Intellectual Property Rights in any of the Seller Technology after the Closing (collectively, the "Seller Retained IP"), Seller shall grant Purchaser a perpetual, nonrevocable, sublicensable, fully-paid up, royalty-free, limited license under the Seller Retained IP to make, use, sell, import, export, distribute, copy, perform, reproduce, make derivatives of the Seller Technology.

2.4 Compliance with Legal Requirements; Governmental Authorizations.

(a) The Seller is in compliance in all material respects with all applicable Legal Requirements with respect to its business. The Seller has not received any notice or other communication (in writing or otherwise) from any Governmental Body or other Person regarding any actual or possible violation of, or failure to comply with, any Legal Requirement with respect to its business.

(b) The Governmental Authorizations pertaining to the Intellectual Property and Intellectual Property Rights will be transferred to Purchaser upon completion of the transactions contemplated in this Agreement.. The Seller is in compliance in all material respects with the terms and requirements of the Governmental Authorizations. The Seller has not received any notice or other communication (in writing or otherwise) from any Governmental Body regarding (a) any actual or possible violation of or failure to comply with any term or requirement of any material Governmental Authorization, or (b) any actual or possible revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization. No Governmental Body has at any time challenged in writing the right of the Seller to conduct its business as currently conducted.

(c) The Seller is in compliance in all material respects with all Legal Requirements relating to the export, re-export, import and transfer of products, commodities, services and technology from the jurisdiction of one Governmental Body to another with respect to the conduct of its business.

2.5 Legal Proceedings; Orders.

(a) There is no pending Legal Proceeding, and, to the knowledge of the Seller, no Person has threatened in writing to commence any Legal Proceeding: (i) that specifically relates to the Transferred Assets; or (ii) that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Transactions.

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(b) There is no Order to which the Seller, or any of the Transferred Assets, is subject.

2.6 Authority; Binding Nature of Agreement. The Seller has all requisite power and authority to enter into and to perform its obligations under the Agreement; and the execution, delivery and performance by the Seller of the Agreement to which it is a party have been duly authorized by all necessary corporate action on the part of the Seller. This Agreement constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state Legal Requirements affecting the rights of creditors.

2.7 Non-Contravention; Consents. Neither (i) the execution, delivery or performance of this Agreement, nor (ii) the consummation of the Transactions will directly or indirectly (with or without notice or lapse of time):

(a) contravene, conflict with or result in a violation of (i) any of the provisions of the certificate of incorporation or bylaws of the Seller, or (ii) any resolution adopted by the stockholders, the board of directors or any committee of the board of directors of the Seller;

(b) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Transactions or to exercise any remedy or obtain any relief under, any Legal Requirement or any Order to which the Seller, or any of the assets owned or used by the Seller, is subject;

(c) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Seller or that otherwise relates to its business or to any of the assets owned or used by the Seller;

(d) result in the imposition or creation of any Encumbrance upon or with respect to any Transferred Asset;

(e) result in the disclosure or delivery to any escrow holder or other Person of any source code for any ALGORITHMS & Software, or the transfer of any material asset of the Seller to any Person;

(f) result in a breach of any contract or agreement to which Seller is a party or by which its assets may be bound; or

(g) require the Seller to make any filing with any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other Transactions, or (y) the consummation of the Transactions.

3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

The Purchaser represents and warrants to the Seller as follows:

3.1 Organization and Standing; Certificate and Bylaws. The Purchaser is a corporation duly organized and validly existing under, and by virtue of, the laws of Malaysia and is in good standing under such laws. The Purchaser has all requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted. The Purchaser is presently qualified to do business as a foreign corporation in good standing in each jurisdiction where the failure to be so qualified or in good standing would have a material adverse effect on the Purchaser’s business as now conducted.

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3.2 Intellectual Property, Trademarks, etc.

(a) To the Purchaser’s knowledge, the Purchaser has the right to use, free and clear of all liens, charges, Claims and restrictions, all intellectual property, patents, trademarks, service marks, trade names, copyrights, licenses and rights necessary to the business of the Purchaser as presently conducted (the “Purchaser Intellectual Property”) without any known infringement of the rights of others. The Purchaser has not received any communications alleging that the Purchaser has violated or, by conducting its business as currently conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any person or entity, nor is the Purchaser aware of any basis therefor. The Purchaser is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Purchaser or that would conflict with the Purchaser’s business.

(b) Each former and current employee of the Purchaser has executed an Employee Proprietary Information Agreement (the “Proprietary Information Agreement”). Each independent contractor or consultant to the Purchaser has either executed a non-disclosure agreement or is subject to confidentiality provisions in the respective agreement with the Purchaser. The Purchaser does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to his or her employment with the Purchaser, which has not otherwise been transferred to the Purchaser.

3.3 Title to Properties and Assets; Liens, etc. The Purchaser has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) the lien of current taxes not yet due and payable and (ii) possible minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Purchaser, and which have not arisen otherwise than in the ordinary course of business. The Purchaser is in compliance with the material terms of each real property lease to which it is a party.

3.4 Compliance with Other Instruments, None Burdensome, etc. The Purchaser is not in violation of any term of its charter or its Bylaws or in any material respect of any term or provision of any material mortgage, Indebtedness, indenture, contract, agreement, instrument, judgment or decree to which it is a party or by which it is bound, and to the Purchaser’s knowledge, the

Purchaser is not in violation of any order, statute, rule or regulation applicable to the Purchaser. The execution, delivery and performance of and compliance with this Agreement, will not result in any violation of, or conflict with, or constitute a default under, the Purchaser’s charter or its Bylaws, as amended to date, or any of its agreements, nor result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Purchaser.

3.5 Litigation, etc. There are no actions, suits, proceedings or investigations pending against the Purchaser or its properties or its officers or directors (nor, to the Purchaser’s knowledge, is there any threat thereof) before any court or governmental agency that (i) questions the validity of this Agreement or the right of the Purchaser to enter into this Agreement; (ii) would have a material adverse effect on the Purchaser; or (iii) would change the current equity ownership of the Purchaser.

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4. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION.

4.1 Survival.

(a) All representations and warranties of the Seller (set forth in Section 2) and of the Purchaser (set forth in Section 3) shall expire on March 31, 2014, provided that for any good-faith claim for indemnification for alleged breach of any such representation or warranty made prior to expiration of such period, such representation or warranty shall survive with respect to any such claim for indemnity made on a timely basis.

(b) Claims for indemnification, compensation and reimbursement brought in accordance with and subject to this Section 4 shall be the sole and exclusive remedy of any Indemnitee for monetary damages from and after the Closing with respect to breaches of this Agreement by the Seller or the Purchaser. Without limiting the generality of the foregoing, nothing contained in this Agreement shall limit the rights of any Indemnitee to seek or obtain injunctive relief, rescission or any other equitable remedy to which such Indemnitee is otherwise entitled.

4.2 Indemnification by the Seller. From and after the Closing (but subject to Section 4.1), the Seller shall hold harmless and indemnify Purchaser from and against, and shall compensate and reimburse Purchaser for, any Damages which are suffered or incurred by Purchaser or to which Purchaser may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with:

(a) any inaccuracy in or breach of any representation or warranty made by the Seller in Section 2 of this Agreement as of the date of this Agreement;

(b) any breach of any covenant or obligation of the Seller set forth in this Agreement; or

(c) any Liability of the Seller (including Liabilities pertaining to the Transferred Assets pertaining to the period prior to the Closing) to which Purchaser becomes subject.

4.3 Indemnification by the Purchaser. From and after the Closing (but subject to Section 4.1), the Purchaser shall hold harmless and indemnify Seller from and against, and shall compensate and reimburse Seller for, any Damages which are suffered or incurred by Seller or to which Seller may otherwise become subject (regardless of whether or not such Damages relate to any third-party claim) and which arise from or as a result of, or are connected with:

(a) any inaccuracy in or breach of any representation or warranty made by the Purchaser in Section 3 of this Agreement as of the date of this Agreement; or

(b) any breach of any covenant or obligation of the Purchaser set forth in this Agreement;

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4.4 Certain Limitations.

(a) The Seller shall not be required to make any indemnification payment pursuant to Section 4.2 for any inaccuracy in or breach of any representation or warranty until such time as the total amount of all Damages (including the Damages arising from such inaccuracy or breach and all other Damages arising from any other inaccuracies or breaches of any representations or warranties) that have been suffered or incurred by any one or more of the Indemnitees, or to which any one or more of the Indemnitees has or have otherwise become subject, exceeds $100,000 in the aggregate. If the total amount of such Damages exceeds $100,000 in the aggregate, then the Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the total amount of such Damages.

(b) The total amount of Damages which the Seller may be entitled to be indemnified against (i) pursuant to Section 4.3(a) shall be limited to $7,500,000, and (ii) pursuant to Section 4.3(b), shall be limited to $3,000,000.

4.5 Defense of Third Party Claims. In the event of the assertion or commencement by any Person of any claim or Legal Proceeding (whether against the Purchaser or any other Person) (hereinafter an "Indemnitee") with respect to which the Seller or Purchaser (hereinafter an "Indemnitor") may become obligated to hold harmless, indemnify, compensate or reimburse any Indemnitee pursuant to this Section 4, the Indemnitor shall have the right, at its election, to proceed with the defence of such claim or Legal Proceeding on its own by appointing legal counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defence (it being understood that an Indemnitee shall be entitled to withhold consent if the Indemnitor's counsel is subject to a conflict of interest); provided, that:

(a) the Indemnitor acknowledges and agrees in writing that the Seller Claim is an indemnifiable claim for which the Indemnitor has an indemnification obligation pursuant to this Article VI; and

(b) if the Indemnitor shall control the defence of any such claim, the Indemnitor shall obtain the prior written consent of the Indemnitee (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend such claim if such settlement imposes any obligation on Indemnitee or otherwise would restrict the activities of the Indemnitee, or if such settlement does not expressly and unconditionally release the Indemnitee from all liabilities and obligations with respect to such claims.

The Indemnitee shall give the Indemnitor prompt notice in writing of the commencement of any such Legal Proceeding against the Indemnitee to which this Section 4 would be

applicable; provided, however, that any failure on the part of the Indemnitee to so notify the Indemnitor shall not limit any of the obligations of the Indemnitee under Section 4.1 (except to the extent such failure materially prejudices the defence of such Legal Proceeding). If the Indemnitor does not elect to proceed with the defence of any such claim or Legal Proceeding or does not do so in accordance with the terms of this Section 4.5, the Indemnitee may proceed with the defence of such claim or Legal Proceeding with counsel selected by Indemnitee, all reasonable expenses relating to the defence of such claim or Legal Proceeding shall be borne and paid exclusively by the Indemnitor, and the Indemnitor shall reasonably cooperate with the Indemnitee, as applicable, by providing copies of records and information that are reasonably relevant to such Legal Proceeding; provided, however, that if the Indemnitee has acknowledged its liability to provide indemnity, but has not exercised its right to control the defence, the Indemnitee shall obtain the prior written consent of the Indemnitor (which shall not be unreasonably withheld, delayed or conditioned) before entering into any settlement of a claim or ceasing to defend such claim if such settlement imposes any obligation on the Indemnitor or otherwise would restrict the activities of the Indemnitor, or if such settlement does not expressly and unconditionally release the Indemnitor from all liabilities and obligations with respect to such claims.

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4.6 Indemnification Claims.

(a) If any Indemnitee has incurred or suffered or claims to have incurred or suffered, or believes that it may incur or suffer, Damages for which it is or may be entitled to be held harmless, indemnified, compensated or reimbursed under this Section 4, such Indemnitee may deliver a notice to the Indemnitor (any such notice being referred to as a "Notice of Indemnification Claim," and the claim for indemnification, compensation and reimbursement described in such Notice of Indemnification Claim being referred to as an "Indemnification Claim"), which shall (i) state that such Indemnitee believes that that there is or has been a possible inaccuracy in or breach of a representation, warranty, covenant or obligation contained in this Agreement or that such Indemnitee is otherwise entitled to be held harmless, indemnified, compensated or reimbursed under this Section 4, (ii) contain a brief description of the circumstances supporting such Indemnitee's belief that there is or has been such a possible inaccuracy or breach or that such Indemnitee may otherwise be entitled to be held harmless, indemnified, compensated or reimbursed, and (iii) contain a good faith, non-binding, preliminary estimate of the aggregate dollar amount of actual and potential Damages that have arisen and may arise as a result of the inaccuracy, breach or other matter referred to in such notice (the aggregate amount of such estimate, as it may be modified by such Indemnitee in good faith from time to time, being referred to as the "Claimed Amount").

(b) In the event that the Indemnitee has delivered a Notice of Indemnification Claim to the Indemnitor, the Indemnitor shall have ten (10) days to deliver a written objection to the Claimed Amount set forth in the Notice of Indemnification Claim. If the Indemnitor timely delivers such a written objection to the Indemnitee, the Indemnitee and the Indemnitor shall use commercially reasonable efforts to resolve any such objections, but if a final resolution is not obtained within thirty (30) days after the Indemnitor has submitted its objections, the Indemnitee and the Indemnitor shall submit the matter to non-binding mediation in a manner to be agreed to between the Indemnitee and the Indemnitor. If the Indemnitor does not deliver a written objection within such time period, the Indemnitee shall be entitled at such time to any amounts due and payable pursuant to such Claimed Amount in accordance with this Section 4.

5. CERTAIN POST-CLOSING COVENANTS.

5.1 Further Actions. From and after the Closing Date, the Seller shall cooperate with the Purchaser and the Purchaser's affiliates and representatives, and shall execute and deliver such documents and take such other actions as the Purchaser may reasonably request, for the purpose of evidencing the Transactions and putting the Purchaser in possession and control of all of the Transferred Assets. In addition, upon Purchaser's reasonable request and in furtherance of the license grant contained Section 2.3(m) hereto, Seller shall deliver to Purchaser such software or other assets that were not included in and that do not otherwise constitute Transferred Assets but that are otherwise necessary.

5.2 Publicity. On the Closing Date, the parties shall issue a joint press release announcing the Transactions. Thereafter, any press release concerning the Transactions issued by either party must be substantially consistent in all material respects with the joint press release described above; provided, however, that the Seller may issue press releases concerning any of the Transactions as required by applicable laws without the consent of the Purchaser, including securities laws. All other communications concerning the Transactions must not be inconsistent with the joint press release.

10

6. MISCELLANEOUS PROVISIONS.

6.1 Attorneys' Fees. If any Legal Proceeding relating to this Agreement or the enforcement of any provision of this Agreement is brought against any party to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

6.2 Notices. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing and shall be deemed properly delivered, given and received: (a) when delivered by hand; (b) on the day sent by facsimile provided that the sender has received confirmation of transmission as of or prior to 5:00 p.m. Singapore time on such day; (c) the first Business Day after sent by facsimile (to the extent that the sender has received confirmation of transmission after 5:00 p.m. Singapore time on the day sent by facsimile); or (d) the third Business Day after sent by registered mail or by courier or express delivery service, in any case to the address or facsimile telephone number set forth beneath the name of such party below (or to such other address or facsimile telephone number as such party shall have specified in a written notice given to the other parties hereto):

If to the Purchaser:

Algo markets Limited.

1 Changi North Street 1

Singapore 489789

Attention: President

If to the Seller:

Zentrum limited

Esys Building

Jebel Ali , Dubai. UAE

Attention: Chief Financial Officer/General Counsel

6.3 Headings. The bold-faced headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

6.4 Counterparts and Exchanges by Electronic Transmission or Fax. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission or fax shall be sufficient to bind the parties to the terms and conditions of this Agreement.

6.5 Governing Law;.

This Agreement shall be construed in accordance with, and governed in all respects by, the internal laws of the State of Labuan, Malaysia (without giving effect to principles of conflicts of laws).

11

6.6 Successors and Assigns; Parties in Interest.

(a) This Agreement shall be binding upon: the Seller and its successors and assigns (if any); and the Purchaser and its successors and assigns (if any). This Agreement shall inure to the benefit of: the Seller; the Purchaser; the other Indemnitees; and the respective successors and assigns (if any) of the foregoing.

(b) After the Closing Date, the Purchaser may freely assign any or all of its rights under this Agreement (including its indemnification rights under Section 5), in whole or in part, to any other Person without obtaining the consent or approval of any other party hereto or of any other Person; provided, however, that the Purchaser shall remain liable for all of its obligations under this Agreement.

(c) The Seller shall not be permitted to assign any of its rights or delegate any of its obligations under this Agreement without the Purchaser's prior written consent.

(d) None of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns (if any). Without limiting the generality of the foregoing: (i) no employee of the Seller shall have any rights under this Agreement; and (ii) no creditor of the Seller shall have any rights under this Agreement.

6.7 Remedies Cumulative; Specific Performance. The rights and remedies of the parties hereto shall be cumulative (and not alternative). Each party agrees that: (a) in the event of any breach or threatened breach by any other party of any covenant, obligation or other provision set forth in this Agreement, such party shall be entitled (in addition to any other remedy that may be available to it) to: (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision; and (ii) an injunction restraining such breach or threatened breach; and (b) no Person shall be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related Legal Proceeding.

6.8 Waiver. No failure on the part of any Person to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Person in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Person shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Person; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

6.9 Amendments. This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered on behalf of the Purchaser and the Seller.

6.10 Severability. In the event that any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

12

6.11 Entire Agreement. The Transactional Agreements set forth the entire understanding of the parties relating to the subject matter thereof and supersede all prior agreements and understandings among or between any of the parties relating to the subject matter thereof.

6.12 Construction.

(a)           For purposes of this Agreement, whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.

(b)           The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(c)           As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

[Remainder of page intentionally left blank]

13

The parties to this Amendment to Asset Purchase Agreement have caused this Amendment to Asset Purchase Agreement to be executed and delivered as of the date first written above.

Algo Markets Limited a Malaysia Company
By:	/S/ Olena Bystrova
Name: Olena Bystrova Title: Chief Operating Officer
Zentrum Limited, a BVI Company
By:	/S/ Jahangir Panikkaveettil Perumbarambathu
Name: Jahangir Panikkaveettil Perumbarambathu Title: Director

14

AMENDMENT TO ASSET PURCHASE AGREEMENT

Exhibit A

CERTAIN DEFINITIONS

For purposes of the Agreement (including this Exhibit A, the following terms shall have the following respective meanings:

Agreement. "Agreement" shall mean the Amendment to Asset Purchase Agreement to which this Exhibit A is attached, as it may be further amended from time to time.

Business Day. “Business Day” means a day other than Saturday, Sunday or any day on which banks located in the State of California are authorized or obligated to close.

Claim. "Claim" shall mean and include all past, present and future disputes, claims, controversies, demands, actions and causes of action of every kind and nature, including: (a) any unknown, unsuspected or undisclosed claim; and (b) any claim, right or cause of action based upon any breach of any express, implied, oral or written contract or agreement.

Consent. "Consent" shall mean any approval, consent, ratification, permission, waiver or authorization (including any Governmental Authorization).

Contract. "Contract" shall mean any written, oral, implied or other agreement, contract, subcontract, lease, license, warranty, insurance policy, benefit plan or legally binding commitment of any nature.

Damages. "Damages" shall include any loss, damage, injury, settlement, judgment, award, fine, penalty, fee (including reasonable attorneys' fees), charge, cost (including costs of

investigation) or expense of any nature. Notwithstanding the foregoing definition, the term "Damages" shall in no event include consequential, incidental or special damages, or amounts recoverable as lost profits or based on a multiple of earnings.

Encumbrance. "Encumbrance" shall mean any lien, pledge, hypothecation, charge,

mortgage, security interest, trust, equitable interest, preference, right of possession, lease, tenancy, encroachment, interference, order, proxy, option, right of first refusal, pre-emptive right,

community property interest or imperfection of title, except for Encumbrances for taxes not yet due and payable, and such imperfections in title and Encumbrances that do not materially detract from value. In no event shall “Encumbrance” include licenses granted under Intellectual Property Rights.

Entity. "Entity" shall mean any corporation (including any non profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, cooperative, foundation, society, political party, union, Seller, firm or other enterprise, association, organization or entity.

Governmental Authorization. "Governmental Authorization" shall mean any: (a) permit, license, certificate, franchise, permission, clearance, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement; or (b) right under any Contract with any Governmental Body.

15

Governmental Body. "Governmental Body" shall mean any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; or (c) governmental or quasi-governmental authority of any nature (including any governmental division, department, agency, commission, instrumentality, official, organization, unit, or body and any court or other tribunal).

Indebtedness. "Indebtedness" shall mean as applied to any Person (a) all indebtedness of such Person for borrowed money, whether current or funded, or secured or unsecured, (b) all indebtedness of such Person for the deferred purchase price of property or services represented by a note, (c) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (d) all indebtedness of such Person secured by a purchase money mortgage or other lien to secure all or part of the purchase price of property subject to such mortgage or lien, (e) all Liabilities under leases which shall have been or must be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which such Person is liable as lessee, (f) any Liability of such Person in respect of banker's acceptances or letters of credit, (g) all interest, fees and other expenses owed with respect to indebtedness described in the foregoing clause (a), (b), (c), (d), (e) or (f) above, and (h) all indebtedness referred to in clause (a), (b), (c), (d), (e), (f) or (g) above which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

Intellectual Property. "Intellectual Property" shall mean algorithms, APIs, apparatus, databases, data collections, development tools, diagrams, formulae, inventions (whether or not patentable), logos, marks (including brand names, product names, logos, and slogans), methods, processes, proprietary information, protocols, schematics, specifications, software, software code (in any form, including source code and executable or object code), subroutines, techniques, user interfaces, URLs, web pages, web sites, works of authorship and other forms of technology (whether or not embodied in any tangible form and including all tangible embodiments of the foregoing, such as instruction manuals, laboratory notebooks, prototypes, samples, studies and summaries), but in all events excluding Intellectual Property Rights.

Intellectual Property Rights. "Intellectual Property Rights" shall mean all rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights and moral rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights in Intellectual Property; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and (g) reissues of, and applications for, any of the rights referred to in clauses "(a)" through "(f)" above.

Legal Proceeding. "Legal Proceeding" shall mean any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Body or any arbitrator or arbitration panel.

Legal Requirement. "Legal Requirement" shall mean shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Body.

16

Liability. "Liability" shall mean any debt, obligation, duty or liability of any nature (including any unknown, undisclosed, unasserted, contingent, indirect, conditional, implied, vicarious, derivative, joint, several or secondary liability), regardless of whether such debt, obligation, duty or liability would be required to be disclosed on a balance sheet prepared in accordance with GAAP.

Material Adverse Effect. A violation or other matter will be deemed to have or result in a "Material Adverse Effect" if such violation or other matter could, or could reasonably be expected to, have or result in a material adverse effect on any of the Transferred Assets, the ability of the Seller to consummate the Transactions on a timely basis or on the business, operations, financial performance or prospects of the business, taken together as a whole.

Order. "Order" shall mean any order, writ, injunction, judgment or decree. Person. "Person" shall mean any individual, Entity or Governmental Body.

Registered IP. "Registered IP" shall mean all Intellectual Property Rights within the Transferred Assets that are registered, filed, or issued under the authority of, with or by any Governmental Body, including all patents, registered copyrights, registered mask works and registered trademarks, any renewals, extensions, combinations, divisions, and reissues thereof, and all applications for any of the foregoing.

Seller IP. "Seller IP" shall mean all Intellectual Property Rights owned by Seller.

Seller Technology. "Seller Technology" shall mean all Intellectual Property owned by Seller.

Third-Party Software. "Third-Party Software" means software commercially available from a party other than the Seller, excluding any Open Source Software licenses.

Transactions. "Transactions" shall mean: (a) the execution and delivery of this Agreement; and (b) all of the transactions contemplated by this Agreement, including, but not limited to: (i) the sale of the Transferred Assets by the Seller to the Purchaser in accordance with the Agreement; and (ii) the performance by the Seller and the Purchaser of their respective obligations under this Agreement, and the exercise by the Seller and the Purchaser of their respective rights under this Agreement.

17

EX-10.9

Exhibit 10.9

THIS AGREEMENT is made on 14th May, 2014

BETWEEN

(1) Clone Algo Pte. Ltd. a company incorporated in Singapore having its registered office at 1 Changi North  Street 1, Singapore -498789 (the “Company”);

(2) Ravi Ramakrishna, Passport No. H1511696residing at The Plaza, 7500 Beach Road, #26-309, Singapore -199590  (the “Employee”)

IT IS AGREED as follows:

1.	Appointment			2.1.2	faithfully and diligently perform those duties and exercise such powers consistent with them which are from time to time assigned to or vested in him/her;
1.1	The Company appoints the Employee and the Employee agrees to serve as CMO of the Company.			2.1.3	abide by the Memorandum and Articles of Association of the Company and obey all lawful and reasonable directions of the Board;
1.2	As CMO of the Company, the Employee shall have authority to enter into contractual obligations on behalf of the Company with prior approval of Management.			2.1.4	use his/her best endeavours to promote the interests of the Company;
1.3	Except as provided in Clause 1.2 above, the Employee shall have no authority to enter into contractual obligations on behalf of or otherwise bind the Company.  In particular (but without limitation), the Employee shall have no authority to and shall not:			2.1.5	keep the Board promptly and fully informed (in writing if so requested) of his/her conduct of the business or affairs of the Company and provide such explanations as the Board may require;
	1.3.1	pledge the credit of the Company;		2.1.6	not at any time make any untrue or misleading statement relating to the Company or any corporation having an ordinary share capital of which not less than 50 per cent is owned directly or indirectly by the Company or its holding company (if any) (each a “Group Company”).
	1.3.2	enter into any guarantee or indemnity on behalf of the Company; or
	1.3.3	otherwise incur any financial or other liabilities on behalf of the Company.	3.	Remuneration
1.4	The appointment shall commence on 14th  May, 2014 and shall continue (subject to earlier termination as provided in this Agreement) until terminated by either party giving to the other not less than one month prior notice.		3.1	During her appointment the Company shall pay to the Employee S$7,500per month as salary.Each and every month, the Employee CPF contribution will be deducted from salary and paid to the CPF Board together with Employer CPF contribution. The Employee’s and Employers CPF contributions will be made in accordance with the relevant statutory provisions.
1.5	The First 3 months of the employment relationship shall be regarded as a probationary period,
1.6	The Employee warrants that by virtue of entering into this Agreement he/she will not be in breach of any express or implied terms of any contract with or of any other obligation to any third party binding upon him/her.		3.2	During her appointment the Company shall pay to the Employee commissions on sales effected by the employee of the Company’s products and services calculated in the manner described in Schedule 2.
			3.3	Such commission shall be calculated and paid monthly in arrears within 14 days after the end of each month.
2.	Duties of the Employee		3.4	The Employee’s salary will be paid monthly on the 7th day of every month.
2.1	The Employee shall at all times during the continuance of his/her employment under this Agreement:		3.5	The Employee will be notified in writing of any change to his/her salary.
	2.1.1	devote so much of his/her time, attention and ability as is reasonably required to the duties of his/her appointment;

4.	Employee Share Option Scheme	10.	Termination of agreement
4.1	The Employee shall be entitled to participate in the Company’s Employee Share Option Scheme on such terms and subject to such conditions as the Board may determine from time to time.	10.1	The Company may by notice terminate this Agreement with immediate effect if the Employee:
5.	Working Hours		10.1.1	commits any act of gross misconduct or repeats or continues (after written warning) any other serious breach of his obligations under this Agreement or the Intellectual Property, Confidentiality and Non-Competition Deed; or
5.1	The Employee is required to work from 9.00am to 7.00 pm from Monday to Friday.		10.1.2	is guilty of any conduct which in the reasonable opinion of the Board brings him/her, the Company or any Group Company into disrepute; or
5.2	The Employee will be required to work beyond the normal working hours if instructed to do so by the Company or if necessary for the proper performance of his/her duties.		10.1.3	is convicted of any criminal offence punishable with 6 months or more imprisonment (excluding an offence under road traffic legislation in the Singapore or elsewhere for which he/she is not sentenced to any term of imprisonment whether immediate or suspended); or
5.3	Overtime pay for additional hours worked will be at the discretion of the Company.		10.1.4	commits any act of dishonesty whether relating to the Company, any Group Company, any of its or their employees, or otherwise; or
6.	Annual Leave		10.1.5	becomes bankrupt or makes any arrangement or composition with his/her creditors generally; or
6.1	The Employee will be given 15 days annual leave each year.  The Employee may carry forward his/her unused leave for a maximum period of one calendar year.  Any period of leave not taken within this period will be deemed to be forfeited.		10.1.6	is in the reasonable opinion of the Board incompetent in the performance of his/her duties.
7.	Other Leave of Absence	10.2	The Company reserves the right at any time in its absolute discretion to make a payment of salary in lieu of all or any part of the Employee’s entitlement to notice.
7.1	Medical Leave:  If the Employee is absent from work due to sickness or injury, the Employee must provide the Company with a medical certificate.	10.3	At any time after serving or receiving notice to terminate this Agreement, the Company may elect to suspend the Employee from the performance of all or any of his/her duties and:
7.2	The Employee will be given 15 days paid medical leave per calendar year (from January to December) based on the medical certificates provided to the Company.  The Employee shall  not carry forward such medical leave		10.3.1	require him/her to return or destroy all documents computer disks and tapes and other media in his possession which contains or refers to confidential information of the Company or any Group Company; require him/her not, without the consent of the Board, to engage in any contact with any customer, supplier, employee, officer, agent or adviser of the Company or any Group Company in relation to any matter which touches and concerns any of the business(es) of the Company or any Group Company.
8.	Medical Benefits		10.3.2
8.1	A Company Group Medical Scheme is currently under review and details will follow.
9.	Intellectual Property, Confidentiality and Non-Competition Deed
9.1	As a condition of his/her appointment, the Employee agrees to be bound by the terms of the Intellectual Property, Confidentiality and Non-Competition Deed.

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11.	General
11.1	The provisions of the Company’s standard terms and conditions of employment (as amended from time to time) shall be terms of the Employee’s employment except to the extent that they are inconsistent with this Agreement.	11.3	The expiration or termination of this Agreement however arising shall not operate to affect such of the provisions of this Agreement as are expressed to operate or have effect after termination and shall be without prejudice to any accrued rights or remedies of the parties.
11.2	This Agreement sets out the entire agreement and understanding of the parties and is in substitution for any previous contracts of employment or for services between the Company or any of its Group Companies and the Employee (which shall be deemed to have been terminated by mutual consent).	11.4	This Agreement shall be governed by and construed in accordance with Singapore law.

The Employee   Signed by Ravi Ramakrishna   Signature /s/ Ravi Ramakrishna                                                  Date 14/05/2014                                                                              The Company   Signed by Niraj Goel for and on behalf of Clone Algo Pte Ltd   Signature /s/ Niraj Goel                                                             Date 14/05/2014                                                                           

- 3 -

EX-21.1

Exhibit 21.1

LIST OF SUBSIDIARIES

Clone Algo Pte. Ltd., a Singapore Company  – Owned 65% by Clone Algo Inc. and 35% by Niraj Goel.

Algo Markets Limited, a Malaysia Company – Owned 100% by Clone Algo Pte. Ltd.

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Nitin Damodaran, certify that:

1. I have reviewed this report on Form 10-K of Clone Algo Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Nitin Damodaran          

Nitin Damodaran

Chief Executive Officer and Interim Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

Date: November 21, 2014

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of Clone Algo, Inc. (the “Company”) on Form 10-K for the period ending March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Nitin Damodaran          

Nitin Damodaran

Chief Executive Officer and Interim Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

Date: November 21, 2014

XML

Intellectual Property - Assets Acquisitions (Details) (USD $)	Mar. 31, 2014
Summary of preliminary purchase price allocation
Purchase price allocation	$ 123,447,675
Domain name [Member]
Summary of preliminary purchase price allocation
Purchase price allocation	100,000
Trademark [Member]
Summary of preliminary purchase price allocation
Purchase price allocation	250,000
Computer equipment [Member]
Summary of preliminary purchase price allocation
Purchase price allocation	90,000
Algorithms [Member]
Summary of preliminary purchase price allocation
Purchase price allocation	21,316,937
Application software [Member]
Summary of preliminary purchase price allocation
Purchase price allocation	$ 101,690,738

XML

Income Taxes (Details) (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Taxes [Abstract]
Domestic	$ (52,690)
Foreign	(79,314,822)
Loss before provision for income taxes	$ (79,367,512)

XML

Note Payable (Details Textual) (USD $)	12 Months Ended						0 Months Ended		0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014 Third Party [Member]	Mar. 31, 2014 Algorithms [Member]	Mar. 31, 2014 Convertible Notes Payable [Member]	Mar. 31, 2013 Convertible Notes Payable [Member]	Mar. 10, 2014 Convertible Notes Payable [Member] Algo Markets Limited [Member] Installment	Mar. 31, 2014 Convertible Notes Payable [Member] Algo Markets Limited [Member]	Mar. 10, 2014 Convertible Notes Payable [Member] Algorithms [Member]
Notes Payable (Textual)
Note payable			$ 21,500,000		$ 21,500,000			$ 21,500,000
Number of monthly installments							10
Payments to acquire intellectual property	4,740,000
Monthly and quarterly installments			2,150,000				2,150,000
Cash payment to purchase of intellectual property							2,500,000
Annual interest rate					10.00%
Debt discount	321,439				2,683,063
Interest expense		0			43,275	0
Repayments of third party notes				$ 4,375,000					$ 24,000,000

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Income Taxes (Details 1)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Effective Tax Rate Reconciliation:
Federal statutory tax rate	(35.00%)	(35.00%)
State taxes, net of federal benefit	0.00%	0.00%
Change in valuation allowance	35.00%	35.00%
Effective tax rate:	0.00%	0.00%

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Note Payable (Details) (Note Payable, USD $)	Mar. 31, 2014	Mar. 31, 2013
Note Payable
Schedule of Notes Payable [Line Items]
Note payable	$ 21,500,000
Less: debt discount	(2,639,788)
Notes payable, net of discounts	18,860,212
Less: current portion	(9,165,128)
Note payable, long term	$ 9,695,084

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Summary of Significant Accounting Policies (Details)	12 Months Ended
	Mar. 31, 2014
Furniture and fixtures [Member] | Minimum [Member]
Estimated useful life of assets for significant property and equipment
Estimated useful lives for property and equipment	5 years
Furniture and fixtures [Member] | Maximum [Member]
Estimated useful life of assets for significant property and equipment
Estimated useful lives for property and equipment	7 years
Computer equipment [Member] | Minimum [Member]
Estimated useful life of assets for significant property and equipment
Estimated useful lives for property and equipment	5 years
Computer equipment [Member] | Maximum [Member]
Estimated useful life of assets for significant property and equipment
Estimated useful lives for property and equipment	7 years

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Income Taxes (Details Textual) (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Taxes [Abstract]
Provision for income tax	$ 0	$ 0
Net Operating Loss	87,010
Valuation allowance	87,010
Federal operating loss carry forwards	$ 87,010	$ 34,321
Total deferred tax asset calculation description	The total deferred tax asset is calculated by multiplying a 35% marginal tax rate by the cumulative Net Operating Loss of $87,010.
Operating loss carryforwards expiration dates	Expiring between 2030 and 2034.

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Intellectual Property - Assets Acquisitions (Tables)

12 Months Ended

Mar. 31, 2014

Intellectual Property - Assets Acquisitions [Abstract]

Summary of preliminary purchase price allocation

Domain name	$	100,000
Trademark		250,000
Computer equipment		90,000
Algorithms		21,316,937
Application software		101,690,738
	$	123,447,675

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Commitments (Details Textual) (USD $)	0 Months Ended	1 Months Ended
	Mar. 16, 2014	Mar. 17, 2014
Commitments (Textual)
Term of lease contract	2 years	2 years
Monthly rental payments	$ 3,195	$ 1,555

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Related Party Transactions (Details Textual) (USD $)	12 Months Ended		0 Months Ended	12 Months Ended			12 Months Ended		0 Months Ended		0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 10, 2014 Dragon Malaysia Limited [Member]	Mar. 31, 2014 Chief Executive Officer [Member]	Jan. 08, 2014 Chief Executive Officer [Member]	Mar. 31, 2014 Dragon Holdings Ag [Member]	Mar. 31, 2014 Director [Member]	Mar. 31, 2014 Preferred Stock [Member]	Mar. 17, 2014 Preferred Stock [Member] Chief Executive Officer [Member]	Jan. 08, 2014 Common Stock [Member]	Mar. 17, 2014 Common Stock [Member] Chief Executive Officer [Member]
Related Party Transactions (Textual)
Due to related parties	$ 3,296,214	$ 8,163		$ 36,214
Shares issued for services value									150,000		300,000
Shares issued for services shares									150,000,000		300,000,000
Share Price								$ 0.01	$ 0.001	$ 0.001	$ 0.001
Related party transaction description				Company rendered technology services for three companies two of which are 100% owned by the Chief Executive Officer of the Company and one of which is controlled by the Chief Executive Officer through a 17% indirect ownership amounting to $603,520 or approximately 29% of total revenue.
Revenue	603,520
Ownership percentage					99.00%	70.00%
Ownership in subsidiary							The Company's 65% owned subsidiary Clone Algo Pte Ltd has only one Board Member/Director, Niraj Goel, who is also the majority shareholder in Clone Algo, Inc. The other 35% of Clone Algo Pte Ltd. is owned by Niraj Goel.
Purchase price of intellectual property	123,447,675		128,000,000
Cash payment to purchase of intellectual property			3,260,000
Purchase price of intellectual property, periodic installment			$ 120,000,000

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Property and Equipment (Details) (USD $)	Mar. 31, 2014	Mar. 31, 2013
Impairment Effects on Earnings Per Share [Line Items]
Total	$ 88,964
Property, Plant and Equipment [Member]
Impairment Effects on Earnings Per Share [Line Items]
Computer equipment	90,000
Less: Accumulated depreciation	(1,306)
Total	$ 88,694

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Segement Information (Details Textual)	12 Months Ended
	Mar. 31, 2014
North America [Member]
Segment Reporting Information [Line Items]
Total revenue	1.50%
International [Member]
Segment Reporting Information [Line Items]
Total revenue	98.50%

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Note Payable (Details 1) (Note Payable, USD $)	Mar. 31, 2014
Note Payable
Schedule of Notes Payable [Line Items]
Within one year	$ 8,600,000
After one year and within 5 years	12,900,000
Total	$ 21,500,000

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Net Income (Loss) Per Share

12 Months Ended

Mar. 31, 2014

Net Income (Loss) Per Share [Abstract]

NET INCOME (LOSS) PER SHARE

NOTE 3    NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted net loss per share of common stock:

	For the year ended March 31,
	2014			2013
Basic net income (loss) per share:
Numerator:
Loss allocated to common shareholders	$	(79,367,511	)	$	(24,246	)
Total	$	(79,367,511	)	$	(24,246	)
Denominator:
Number of shares used in per share computation		64,536,986			2,000,000
Basic net income (loss) per share	$	(1.23	)	$	(0.01	)
Diluted net income (loss) per share:
Numerator:
Loss allocated to common shareholders	$	(79,367,511	)	$	(24,246	)
Impact of assumed conversions		-			-
Loss allocated to common shareholders and assumed conversion	$	(79,367,511	)	$	(24,246	)
Denominator:
Weighted-average shares		64,536,986			2,000,000
Convertible preferred shares		1,500,000,000			-
Adjusted weighted average shares		1,564,536,986			2,000,000
Diluted net loss per share	$	(0.05	)	$	(0.01	)

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Note Payable - Related Party (Details) (Related Party [Member], USD $)	Mar. 31, 2014	Mar. 31, 2013
Related Party [Member]
Schedule of Notes Payable Related Party [Line Items]
Note payable - related party	$ 120,000,000
Less: debt discount	(25,591,098)
Note payable, net of discount	94,408,902
Less: current portion	(13,942,652)
Note payable, long term	$ 80,466,250

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Commitments (Tables)

12 Months Ended

Mar. 31, 2014

Commitments [Abstract]

Shedule of future lease payments related to office leases

2015	$	57,000
2016		54,625
Total	$	111,625

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Note Payable (Tables) (Note Payable)

12 Months Ended

Mar. 31, 2014

Note Payable

Schedule of Notes Payable [Line Items]

Schedule of notes payable - related party

		March 31,
		2014			2013
Note payable, principal balance of $21,500,000, to a third party, payable in 10 equal quarterly payments of $2,150,000, starting April 30, 2014 (Note 2)	$	21,500,000		$	-
Less: debt discount		(2,639,788	)		-
Note payable, net of discount		18,860,212			-
Less: current portion		(9,165,128	)		-
Note payable, long term	$	9,695,084		$	-

Schedule of commitments

Commitments:	Amount
Within one year	$	8,600,000
After one year and within 5 years		12,900,000
Total	$	21,500,000

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Income Taxes (Details 2) (USD $)	Mar. 31, 2014	Mar. 31, 2013
Deferred tax assets:
Net operating loss carryforward	$ 30,454	$ 12,012
Total deferred tax assets	30,454	12,012
Less: valuation allowance	(30,454)	(12,012)
Deferred tax assets, net of valuation allowance

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Note Payable - Related Party (Details 1) (Intellectual Property [Member], USD $)	Mar. 31, 2014
Intellectual Property [Member]
Schedule of Notes Payable Related Party [Line Items]
Within one year	$ 22,000,000
After one year and within 5 years	98,000,000
Total	$ 120,000,000

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Segement Information (Tables)

12 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

Summary of geographic segment

Geographical	Asia Pacific		Middle East		South Asia		South East Asia		Western Europe		Eastern Europe		Americas		Total
Licensing fees	$	500,368	$	1,144,232	$	389,320	$	26,664	$	12,200	$	3,692	$	31,104	$	2,107,580

Customer Trends by Geographic Region

Geographical	Asia Pacific		Middle East		South Asia		South East Asia		Western Europe		Eastern Europe		Americas		Total
Licenses sold		896		4,238		1,390		65		32		6		64		6,691

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Income Taxes (Tables)

12 Months Ended

Mar. 31, 2014

Income Taxes [Abstract]

Schedule of components of income before provision for income taxes

	Year Ended March 31,
	2014			2013
Domestic	$	(52,690	)	$	-
Foreign		(79,314,822	)		-
Loss before provision for income taxes	$	(79,367,512	)	$	-

Schedule of reconciliation between the statutory rate and the effective tax rate

	Year Ended March 31,
	2014			2013
Effective Tax Rate Reconciliation:
Federal statutory tax rate		(35.0	)%		(35.0	)%
State taxes, net of federal benefit		0.0	%		0.0	%
Change in valuation allowance		35.0	%		35.0	%
Effective tax rate		0.0	%		0.0	%

Schedule of deferred tax assets

	March 31,
	2014			2013
Deferred tax assets:
Net operating loss carryforward	$	30,454		$	12,012
Total deferred tax assets		30,454			12,012
Less: valuation allowance	$	(30,454	)	$	(12,012	)
Deferred tax assets, net of valuation allowance	$	-		$	-

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Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2014

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant accounting policies of Clone Algo, Inc. is presented to assist in understanding the Company’s consolidated financial statements. The consolidated financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America, and have been consistently applied in the preparation of these consolidated financial statements.

Basis of Presentation

The accompanying audited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) and the hierarchy of Generally Accepted Accounting Principles.

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company, its 65% owned subsidiary Clone Algo Pte Ltd., a Singapore entity, and Algo Markets, a Malaysia entity, a 100% owned subsidiary of Clone Algo Pte Ltd. All significant intercompany balances and transactions have been eliminated in the consolidation.

Use of Estimates

The process of preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the consolidated financial statements. The Company regularly evaluates estimates and assumptions related to the valuation of accounts receivable, valuation and purchase price allocation of assets acquired and liabilities assumed in business combinations, valuation of intellectual property, and valuation of long-lived assets. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less at the time of issuance to be cash equivalents. The Company’s cash and cash equivalents at March 31, 2014 and 2013 was $6,991,013 and $0, respectively.

Accounts Receivable

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms requiring payment within 60 days from the invoice date.  The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance is recorded that reflects management’s best estimate of the amounts that will not be collected. Management reviews each accounts receivable balance that exceeds 60 days from the invoice date and, based on an assessment of creditworthiness, estimates the portion, if any, of the balance that will not be collected.  As of March 31, 2014, the Company did not record a reserve for doubtful accounts.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 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

Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash and cash equivalents, amounts receivable, accounts payable, notes payable, and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company does not hold any investments that are available-for-sale.

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605 “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104.

The Company's main source of revenue is from the licensing fees that brokers, hedge funds, distributors and banks pay for licensing its Clone Algo Applications based on the type of trading in which their customers (its users) are engaged in.  Each user has multiple accounts running different algorithms for different asset classes.

Intangible Assets

Intangible assets arising from an acquisition are periodically assessed for impairment. Accordingly, the Company reviews the carrying value of intangible assets quarterly to determine whether impairment, as measured by fair market value, may exist. Specifically, intangible assets impairment is determined using a two-step process. The first step of the intangible asset impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, then the intangible assets of the reporting unit are not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The second step of the impairment test compares the implied fair value of the reporting unit's intangible assets with their carrying amount. If the carrying amount of the reporting unit's intangible assets exceeds their implied fair value, then an impairment loss is recognized in an amount equal to that excess. Patents, intellectual property and trademarks are capitalized at their historical cost and are amortized over their estimated useful lives of ten years.

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company only places its cash with financial institutions with high-credit ratings. The Company is also subject to risk of non-payment of its trade accounts receivable. The Company’s customer base is highly concentrated. For the year ended March 31, 2014, four customers representing two geographic areas represented approximately 96% of revenues and outstanding receivables. The Company’s revenue may significantly decline if it were to lose one or more of its significant customers. Additionally, reduced demand for its services, new technologies, or social and political changes in foreign countries where the Company conducts business could also adversely affect its results of operations, cash flows, and liquidity. 

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” 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. In accordance with the guidance of ASC 740-10, 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 should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Noncontrolling Interests

The Company accounts for its less than 100% interest in consolidated subsidiaries in accordance with Financial Accounting Standards Board – Accounting Standards Codification (“ASC”) Topic 810, Consolidation for the accounting for noncontrolling interests. The guidance establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements as opposed to mezzanine equity. This guidance also changes the way the consolidated statement of operations is presented by requiring net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of operations, of the amounts of net income attributable to the parent and to the noncontrolling interest. This guidance requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. For all periods in which a consolidated balance sheet is presented, the Company reported all amounts due to minority shareholders to a new line item, “noncontrolling interests,” which is included in stockholders’ equity. Additionally, in the statement of operations, the Company displays, below net income on the face of the statement of operations, the portion of consolidated net income or loss that is attributable to the controlling and noncontrolling interests.

Variable Interest Entity

The Company follows the guidelines in FASB Codification of ASC 810 “Consolidation” which indicates "a legal entity that is deemed to be a business need not be evaluated by a reporting entity to determine if the legal entity is a Variable Interest Entity (“VIE")” unless any one of four conditions exist:

· The reporting entity, its related parties, or both participated significantly in the design or redesign of the legal entity;

· The legal entity is designed so that substantially all of its activities involve or are conducted on behalf of the reporting entity and its related parties;

· The reporting entity and its related parties provide more than half of the total of the equity, subordinated debt, and other forms of subordinated financial support to the legal entity; or

· The activities of the legal entity are primarily related to the securitizations or other forms of asset-backed financings or single-lessee leasing arrangements.

A VIE is an entity that either (a) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (b) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If we determine that we have operating power and the obligation to absorb losses or receive benefits, we consolidate the VIE as the primary beneficiary, and if not, we do not consolidate. The Company has not identified any VIEs as of March 31, 2014.

Stock-based Compensation

The Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation”, which provides investors and other users of financial statements with more complete and neutral financial information, by requiring that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. ASC 718-10 covers a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. The Company has not implemented an employee stock based compensation plan as of March 31, 2014.

Share based payments to non-employees are accounted for under the measurement and recognition criteria of ASC 505-50 “Equity Based Payments to Non-Employees”.

Property and Equipment

Property and equipment are recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Furniture and fixtures	5 - 7       Years
Computer equipment	5 - 7       Years

Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

As of March 31, 2014, the Company has 1,500,000,000 if-converted dilutive shares outstanding pursuant to the possible conversion of 150,000,000 preferred shares outstanding which have 1 to 10 conversion rights into common stock. As of March 31, 2014, the holder of the Series A preferred stock has agreed to waive his rights to convert the preferred shares until such time the Company has sufficient authorized shares.

Foreign Currency Translation

The functional currency of the Company’s transactions is US Dollars. Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into US Dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.

The financial statements of foreign subsidiaries having the US Dollar as the functional currency, with certain transactions denominated in a local currency, are re-measured into US Dollars. The re-measurement of local currency amounts into US Dollars creates re-measurement gains/losses that are included in earnings as a component of selling, general, and administrative expense. As of March 31, 2014, we had subsidiaries located in both Malaysia and Singapore. Management has determined that the functional currency of both subsidiaries to be the US Dollar. The Company recognized re-measurement gain/losses of $0 for the years ended March 31, 2014 and 2013.

Recent Accounting Pronouncements

In August 2014 the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.This update requires management of the Company to evaluate whether there is substantial doubt about the Company’s ability to continue as a going concern. This update is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect this standard to have an impact on the Company’s consolidated financial statements upon adoption.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

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Description of Business and Operations (Details) (USD $)	12 Months Ended		0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 07, 2014 Singapore Subsidiary [Member]	Mar. 10, 2014 Dragon Malaysia Limited [Member] server	Mar. 10, 2014 Zentrum Limited [Member] algorithms	Mar. 07, 2014 Niraj Goel [Member]	Jan. 08, 2014 Niraj Goel [Member]
Nature of Operations and Continuance of Business (Textual)
Ownership percentage			65.00%				99.00%
Shares issued for acquisition			4,875,000			2,625,000	193,000,000
Shares issued for acquisition, value							$ 193,000
Non controlling interest percentage						35.00%
Purchase price of intellectual property	123,447,675			128,000,000	24,000,000
Number of intellectual property purchased				18	12
Payments to acquire intellectual property	$ 4,740,000			$ 8,000,000	$ 2,500,000
Payment to acquisitions, description				Algo Markets agreed to pay $8,000,000 to the IP Seller at the closing of the transaction, and the remaining $120,000,000 in sixty (60) equal monthly installments starting on May 30, 2014.	Algo Markets agreed to pay $2,500,000 to the Asset Seller at closing and the remaining $21,500,000 in ten (10) equal successive quarterly installments starting April 30, 2014.

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Intellectual Property - Assets Acquisitions (Details Textual) (USD $)	12 Months Ended		0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 10, 2014 Dragon Malaysia Limited [Member] server Installment	Mar. 10, 2014 Zentrum Limited [Member] algorithms Installment
Intellectual Property - Assets Acquisitions (Textual)
Purchase price of intellectual property	$ 123,447,675		$ 128,000,000	$ 24,000,000
Number of intellectual property purchased			18	12
Purchase price of intellectual property, periodic installment			120,000,000	21,500,000
Payment to acquisitions, description			Algo Markets agreed to pay $8,000,000 to the IP Seller at the closing of the transaction, and the remaining $120,000,000 in sixty (60) equal monthly installments starting on May 30, 2014.	Algo Markets agreed to pay $2,500,000 to the Asset Seller at closing and the remaining $21,500,000 in ten (10) equal successive quarterly installments starting April 30, 2014.
Payments to acquire intellectual property	4,740,000		8,000,000	2,500,000
Amortization expense	123,357,675	0
Cash payment to purchase of intellectual property			$ 3,260,000
Number of monthly installments			60	10

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Stockholders' Equity (Details Textual) (USD $)

12 Months Ended

0 Months Ended

12 Months Ended

0 Months Ended

12 Months Ended

0 Months Ended

Mar. 31, 2014

Mar. 17, 2014

Mar. 31, 2013

Mar. 31, 2014

Series A Preferred Stock [Member]

Mar. 31, 2013

Series A Preferred Stock [Member]

Mar. 17, 2014

Foreign Investor [Member]

Mar. 31, 2014

Foreign Investor [Member]

Mar. 31, 2014

Preferred Stock [Member]

Mar. 12, 2014

Preferred Stock [Member]

Mar. 17, 2014

Preferred Stock [Member]

Chief Executive Officer [Member]

Jan. 08, 2014

Common Stock [Member]

Mar. 31, 2014

Common Stock [Member]

Mar. 12, 2014

Common Stock [Member]

Mar. 17, 2014

Common Stock [Member]

Chief Executive Officer [Member]

Common stock, shares authorized

750,000,000

750,000,000

200,000,000

Preferred stock, shares authorized

200,000,000

200,000,000

10,000,000

Common stock, par value per share

$ 0.001

$ 0.001

$ 0.001

Preferred stock, par value per share

$ 0.001

$ 0.001

Preferred shares issued for cash

$ 1,500,000

$ 150,000

Preferred shares issued for cash, Shares

150,000,000

Share price

$ 0.001

$ 8.00

$ 0.01

$ 0.001

$ 0.001

$ 0.001

Preferred stock conversion basis

Company has 1,500,000,000 if-converted dilutive shares outstanding pursuant to the possible conversion of 150,000,000 preferred shares outstanding which have 1 to 10 conversion rights into common stock.

Each share of Series A Preferred Stock is convertible, at the holder's option, into ten (10) shares of the Company's common stock, and each share of Series A Preferred Stock entitles the holder to fifty (50) votes for every one vote a holder of one share of the Company's common stock.

Stock issued during period value

193,000

Stock issued during period shares

193,000,000

Shares issued for services shares

200,000,000

150,000,000

300,000,000

Offering costs

500,000

Stock payable

6,984,364

6,984,364

Stock issued to related party

$ 40,000,000

Stock issued to related party, shares

5,000,000

Preferred Stock, Shares Issued

150,000,000

0

Preferred Stock, Shares Outstanding

150,000,000

0

Common Stock, Shares, Issued

695,000,000

2,000,000

Common Stock, Shares, Outstanding

695,000,000

2,000,000

XML

Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Mar. 31, 2013
Current assets
Cash	$ 6,991,013
Accounts receivable, net	1,504,060
Accounts receivable - related parties, net	603,520
Prepaid expense and other current assets	13,200
Total current assets	9,111,793
Property and equipment, net	88,964
Total Assets	9,200,757
Current liabilities
Accounts payable and accrued liabilities	420,303	3,583
Other current liabilities	2,500,000
Due to related parties	3,296,214	8,163
Note payable - related party, current portion	13,942,652
Note payable, current portion	9,165,128
Total current liabilities	29,324,297	11,746
Note payable - related party, net of debt discount of $25,591,098	80,466,250
Note payable, net of debt discount of $2,639,788	9,695,084
Total Liabilities	119,485,631	11,746
Commitment and contingencies
Clone Algo, Inc. and Subsidiaries Stockholders' Equity (Deficit)
Preferred stock; $0.001 par value; 200,000,000 shares authorized; Series "A" 150,000,000 and 0 shares issued and outstanding at March 31, 2014 and 2013, respectively	150,000
Common stock; $0.001 par value; 750,000,000 shares authorized; 695,000,000 and 2,000,000 shares issued and outstanding at March 31, 2014 and 2013, respectively	695,000	2,000
Additional paid-in capital	1,370,575	20,575
Stock payable	6,984,364
Accumulated deficit	(79,401,832)	(34,321)
Total Clone Algo Inc. and subsidiaries stockholders' deficit	(70,201,893)	(11,746)
Noncontrolling interest in consolidated subsidiary	(40,082,981)
Total Stockholders' deficit	(110,284,874)	(11,746)
Total Liabilities and Stockholders' Equity (Deficit)	$ 9,200,757

XML

Note Payable - Related Party (Details Textual) (USD $)

12 Months Ended

0 Months Ended

12 Months Ended

0 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Mar. 31, 2014

Intellectual Property [Member]

Mar. 10, 2014

Dragon Malaysia Limited [Member]

Installment

Mar. 31, 2014

Dragon Malaysia Limited [Member]

Mar. 31, 2014

Related Party [Member]

Mar. 31, 2013

Related Party [Member]

Mar. 10, 2014

Ip Purchase Agreement [Member]

installments

Notes Payable (Textual)

Note payable - related party

$ 120,000,000

Number of monthly installments

60

60

Payments to acquire intellectual property

4,740,000

4,740,000

8,000,000

128,000,000

Monthly and quarterly installments

2,000,000

120,000,000

Cash payment to purchase of intellectual property

3,260,000

8,000,000

Earn out period description

Pursuant to the terms of Note 1, the payments to related party are subject to Earn out period of 10 years beginning April 1, 2014 to March 21, 2023.

Earn out description

(a)   If in any 12 months period April 1 to March 31, earnings before interest, taxes, depreciation and amortization (“EBITDA”) is equal to or the Earn out Period is equal to or less than $10,000,000, Earn out will be Zero Dollars;

(b)   If in any 12 months period April 1 to March 31,  EBITDA is equal to or the Earn out Period is greater than $10,000,000 but less than $40,000,000, an amount equal to $25,000,000 plus the product of (X) 2.5 and (Y) the amount by which EBITDA exceeds $10,000,000;

(c)   If in any 12 months period April 1 to March 31, EBITDA is equal to or the Earn out Period is equal to or greater than $40,000,001, an amount equal to $50,000,000  plus the product of (X) 2.5 and (Y) the amount by which EBITDA exceeds $40,000,001;

Debt discount

321,439

Interest expense

0

278,164

Purchase of intellectual property

(4,740,000)

4,740,000

Other current liabilities

$ 2,500,000

XML

Consolidated Statements of Cash Flows (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss attributable to Clone Algo, Inc. common stock	$ (79,367,511)	$ (24,246)
Net loss attributable to noncontrolling interest	(42,707,981)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	1,036
Impairment of intangible assets	123,357,675
Amortization of debt discount	321,439
Changes in operating assets and liabilities:
Accounts receivable	(1,504,060)
Accounts receivable - related party	(603,520)
Prepaid expense and other current assets	(13,200)
Accounts payable and accrued liabilities	416,720	1,583
Net cash used in operating activities	(99,402)	(22,663)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Cash paid towards note payable to related party	(4,740,000)
Cash received from noncontrolling interest in Clone Algo Pte Ltd.	2,625,000
Capital contribution		14,500
Cash received from sale of preferred stock	1,500,000
Cash received from sale of common stock	693,000
Cash received from stock subscriptions	6,984,364
Cash proceeds from related party advances	28,051	8,163
Net cash provided by financing activities	7,090,415	22,663
NET INCREASE IN CASH AND CASH EQUIVALENTS	6,991,013
CASH AND CASH EQUIVALENTS, AT THE BEGINNING OF THE PERIOD
CASH AND CASH EQUIVALENTS, AT THE END OF THE PERIOD	6,991,013
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Interest paid
Income taxes paid
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of notes payable to purchase intellectual property and fixed assets	$ 147,260,000

XML

Net Income (Loss) Per Share (Details) (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Basic net income (loss) per share: Numerator:
Loss allocated to common shareholders	$ (79,367,511)	$ (24,246)
Net income (loss)	(79,367,511)	(24,246)
Basic net income (loss) per share: Denominator:
Number of shares used in per share computation	64,536,986	2,000,000
Basic net income (loss) per share	$ (1.23)	$ (0.01)
Diluted net income (loss) per share: Numerator:
Loss allocated to common shareholders	(79,367,511)	(24,246)
Impact of assumed conversions
Loss allocated to common shareholders and assumed conversion	$ (79,367,511)	$ (24,246)
Diluted net income (loss) per share: Denominator:
Weighted-average shares	117,961,644	2,000,000
Convertible preferred shares	1,500,000,000
Adjusted weighted average shares	1,564,536,986	2,000,000
Diluted net loss per share	$ (0.05)	$ 0.00

XML

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Mar. 31, 2014

Summary of Significant Accounting Policies [Abstract]

Summary of property, plant and equipment estimated useful life

Furniture and fixtures	5 - 7       Years
Computer equipment	5 - 7       Years

XML

Prepaid Expenses (Details) (USD $)	Mar. 31, 2014	Mar. 31, 2013
Prepaid Expenses (Textual)
Prepaid expenses	$ 13,200	$ 0

XML

Property and Equipment (Tables)

12 Months Ended

Mar. 31, 2014

Property and Equipment [Abstract]

Summary of property and equipment

	March 31,
	2014			2013
Computer equipment	$	90,000		$	-
Less: Accumulated depreciation		(1,306	)		-
	$	88,694		$	-

XML

Description of Business and Operations

12 Months Ended

Mar. 31, 2014

Description of Business and Operations [Abstract]

DESCRIPTION OF BUSINESS AND OPERATIONS

NOTE 1    DESCRIPTION OF BUSINESS AND OPERATIONS

Clone Algo, Inc. (the “Company”) was incorporated in Nevada on February 22, 2010 as a "blank check" company under the name of Corridor Ventures I Acquisition Corp. On January 8, 2014, Niraj Goel, an investor, acquired 99% ownership interest in the Company by purchasing from the former shareholders, 193,000,000 shares of common stock for $193,000 cash.  This resulted in a change of control and the executive officers and directors of the Company resigned from their positions. Niraj Goel became the Company’s new President, Chief Executive Officer, Chief Financial Officer, and a sole Director. Additionally, on that same date, the Company changed its name to Clone Algo, Inc. On May 21, 2014, Niraj Goel resigned from his position as President, Chief Executive Officer, and Chief Financial Officer of the Company.

On March 7, 2014, the Company formed an entity Clone Algo Pte Ltd. in Singapore (“Singapore Subsidiary”) of which the Company has a 65% ownership interest through the ownership of 4,875,000 shares of common stock. Algo Markets Limited, a Malaysia limited liability company (“Algo Markets”), is a wholly-owned subsidiary of the Singapore Subsidiary and is the subsidiary through which the Company conducts its business. The 35% noncontrolling interest or 2,625,000 shares of Singapore Subsidiary were purchased by Niraj Goel, the Company's former Chief Executive Officer for $2,625,000.

On March 10, 2014, Algo Markets entered into an Intellectual Property Purchase Agreement with Dragon Malaysia Limited, a Malaysia limited liability company and subsidiary of Dragon Holdings AG, Ltd. (“Dragon Malaysia” or “IP Seller”), pursuant to which Algo Markets purchased from Dragon Malaysia for a total purchase price of $128,000,000 (i) all of the IP Seller’s right, title and interest in the trademark “CLONE ALGO” and the domain name CloneAlgo.com; (ii) the Clone Algo mobile application software; and (iii) 18 servers containing related software programs.  Algo Markets agreed to pay $8,000,000 to the IP Seller at the closing of the transaction, and the remaining $120,000,000 in sixty (60) equal monthly installments starting on May 30, 2014. This promissory note was issued with no stated interest. The Company recorded imputed interest (See Note 8) and recorded it as a debt discount and a reduction of the cost of intellectual property (see further discussion of the accounting for the purchase in Note 6).

On March 10, 2014, Algo Markets entered into an Asset Purchase Agreement with Zentrum Limited, an entity registered in British Virgin Island (“Asset Seller”), pursuant to which the Asset Seller sold 12 financial algorithms related to online financial markets trading for a total consideration of $24,000,000.  Algo Markets agreed to pay $2,500,000 to the Asset Seller at closing and the remaining $21,500,000 in ten (10) equal successive quarterly installments starting April 30, 2014. This promissory note was issued with no stated interest. The Company recorded imputed interest (See Note 8) and recorded it as a debt discount and a reduction of the cost of intellectual property (see further discussion of the accounting for the purchase in Note 6).

On March 10, 2014, in connection with entering into the IP Purchase Agreement and the Asset Purchase Agreement, the Company began conducting operations to utilize the assets it purchased. The Company through its operating subsidiary, Algo Markets recognizes and records revenues by selling the licenses to its customers for the usage of its IP platform which it purchased from Dragon Malaysia. The revenues earned are B2B as our customers pay fixed licensing fees for the usage of our software platform. The Company is a technology company which continues to enhance development of its ecosystems for social media, research timing sciences, algorithms and risk management systems based on artificial intelligence, and operate social investment networks.

On May 21 2014, Nitin Damodaran was appointed as the Company’s Chief Executive Officer and Interim Chief Financial Officer.

Clone Algo, Inc. together with its subsidiary shall herein be collectively referred to as the “Company”.

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Mar. 31, 2013
Discount of notes payable to related parties	$ 25,591,098
Discount of notes payable long-term	$ 2,639,788
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	695,000,000	2,000,000
Common stock, shares outstanding	695,000,000	2,000,000
Series A Preferred Stock [Member]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	200,000,000	200,000,000
Preferred stock, shares issued	150,000,000	0
Preferred stock, shares outstanding	150,000,000	0

XML

Segement Information

12 Months Ended

Mar. 31, 2014

Segment Reporting [Abstract]

SEGEMENT INFORMATION

NOTE 11 SEGEMENT INFORMATION

We currently operate in a single business segment. For the year ended March 31, 2014, sales in the North America accounted for approximately 1.5% of total revenue and international sales accounted for approximately 98.5% of total revenue. The Company did not generate any revenue for the year ended March 31, 2013.

Net revenue and customers by type and geographic location based on the location was as follows:

Revenue Trends by Geographic Region

Revenue and customer trends by geographic region, is based on the primary location of the Company's customers’ as of March 31, 2014 were as follows:

Geographical	Asia Pacific		Middle East		South Asia		South East Asia		Western Europe		Eastern Europe		Americas		Total
Licensing fees	$	500,368	$	1,144,232	$	389,320	$	26,664	$	12,200	$	3,692	$	31,104	$	2,107,580

Customer Trends by Geographic Region

Geographical	Asia Pacific		Middle East		South Asia		South East Asia		Western Europe		Eastern Europe		Americas		Total
Licenses sold		896		4,238		1,390		65		32		6		64		6,691

XML

Document and Entity Information (USD $)	12 Months Ended
	Mar. 31, 2014	Nov. 21, 2014	Sep. 30, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	Clone Algo Inc.
Entity Central Index Key	0001498388
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Document Type	10-K
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 0
Entity Common Stock, Shares Outstanding		697,646,696

XML

Stockholders' Equity

12 Months Ended

Mar. 31, 2014

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

NOTE 12 STOCKHOLDERS’ EQUITY

The Company’s capitalization at March 31, 2014 was 750,000,000 authorized common shares and 200,000,000 authorized preferred shares, both with a par value of $0.001 per share.

Preferred Stock

On March 18, 2014, the Company sold 150,000,000 shares of “Series A Preferred Stock” to Niraj Goel, the Company’s Chief Executive Officer, at a price per share of $0.01 for a purchase price of $1,500,000.  Each share of Series A Preferred Stock is convertible, at the holder’s option, into ten (10) shares of the Company’s common stock, and each share of Series A Preferred Stock entitles the holder to fifty (50) votes for every one vote a holder of one share of the Company’s common stock. As of March 31, 2014, the holder of the preferred shares has agreed to waive his rights to convert the preferred shares until such time the Company has sufficient authorized shares.

In connection with the issuance of 150,000,000 shares of “Series A Preferred Stock” to Niraj Goel, the Company filed a Certificate of Designation of “Series A Preferred Stock” with the Secretary of State of the State of Nevada on March 18, 2014.  

F-14

CLONE ALGO, INC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2014 and 2013

Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary for each share of Series A Preferred Stock, the Holders shall not be entitled to receive any amount out of the assets, whether capital or surplus, of the Corporation.

As a result of such stock issuance, the Company has 150,000,000 shares of “Series A Preferred Stock” issued and outstanding as of March 31, 2014.

Common Stock

On January 8, 2014, the Company sold 193,000,000 shares of its common stock $0.001 par value, to two (2) foreign investors at a price per share of $0.001 for an aggregate offering price of $193,000.

On March 12, 2014, the Company filed an amendment to the Company’s Articles of Incorporation, which increased the Company’s authorized shares of $0.001 par value common stock and $0.001 par value preferred stock from 200,000,000 common shares to 750,000,000 common shares and from 10,000,000 preferred shares to 200,000,000 preferred shares, respectively.

On March 17, 2014, the Company sold in a private transaction, 300,000,000 shares of its common stock to Niraj Goel, the Company's Chief Executive Officer and 200,000,000 shares to a foreign investor at a price per share of $0.001 for an aggregate offering price of $500,000.

Between February 24, 2014 and March 31, 2014, the Company accepted $6,984,364 from foreign investors under private placement subscription agreements for the purchase of its $0.001 par value common stock at a purchase price of $8.00 per share.  The offering was part of a larger funding effort which continued through May of 2014, at which time the Company received subscriptions for a total of $40,000,000 through the sale of 5,000,000 shares of its $0.001 par value common stock at a purchase price of $8.00 per share (See Note 14). No shares related to the receipt of these funds were issued as of March 31, 2014, and as such, the value of the consideration received was recorded as stock payable.

The sale and the issuance of the Shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”) and/or Regulation S promulgated under the Securities Act (“Regulation S”).  We made this determination based on the representations of each Purchaser which included, in pertinent part, that each such Purchaser was (a) an “accredited investor” within the meaning of Rule 501 of Regulation D, (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (c) not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S and upon such further representations from each Purchaser that (i) such Purchaser is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) the Purchaser agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) the Purchaser has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (iv) the Purchaser had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) the Purchaser has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

As a result of such stock issuances, the Company has 695,000,000 shares of common stock issued and outstanding as of March 31, 2014.

Equity Compensation Plan

The Company has adopted the 2014 Officers’ Stock Plan on March 17, 2014, but has not granted any stock options at this time.

XML

Consolidated Statements of Operations (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Revenues
Licensing fees - related parties	$ 603,520
Licensing fees - others	1,504,060
Total revenues	2,107,580
Cost of revenues	377,028
Gross profit	1,730,552
Operating expenses
Depreciation	1,036
Commissions	13,000
Payroll	27,445
Professional fees	65,731
Selling, general and administrative	19,779	24,246
Total operating expenses	126,991	24,246
Income (Loss) from operations	1,603,561	(24,246)
Other income and (expense)
Impairment of intangible assets	(123,357,675)
Other income	61
Interest expense	(321,439)
Total other income and (expense)	(123,679,053)
Loss from operations before income tax	(122,075,492)	(24,246)
Provision for income tax
Net loss applicable to common stock before allocation to noncontrolling interest	(122,075,492)	(24,246)
Less: net loss attributable to noncontrolling interest	(42,707,981)
Net loss attributable to Clone Algo, Inc. common stock	$ (79,367,511)	$ (24,246)
Basic and diluted net loss per common share applicable to Clone Algo, Inc. common stock	$ (1.23)	$ (0.01)
Weighted average common shares outstanding - basic and diluted	64,536,986	2,000,000

XML

Intellectual Property - Assets Acquisitions

12 Months Ended

Mar. 31, 2014

Intellectual Property - Assets Acquisitions [Abstract]

INTELLECTUAL PROPERTY - ASSETS ACQUISITIONS

NOTE 6 INTELLECTUAL PROPERTY - ASSETS ACQUISITIONS

On March 10, 2014, Algo Markets entered into an intellectual property purchase agreement with Dragon Malaysia Limited (“IP Seller”), pursuant to which the IP Seller sold to Algo Markets for a total purchase price of $128,000,000 (i) all of its rights, title and interest in the trademark “CLONE ALGO” and the domain name CloneAlgo.com; (ii) Clone Algo mobile application software; and (iii) 18 servers containing related software programs.  Algo Markets paid $4,740,000 to the IP Seller at the closing and agreed to pay $120,000,000 in sixty (60) equal monthly installments starting in May 2014. The remaining balance of the acquisition cost of $3,260,000 is recorded as payable to related party as of March 31, 2014. The majority shareholder of the Company is also the majority shareholder of the Dragon Malaysia Holding AG, the entity that owns Dragon Malaysia.

On March 10, 2014, Algo Markets entered into an asset purchase agreement between Algo Markets and Zentrum Limited (“Asset Seller”), pursuant to which the Asset Seller sold 12 algorithms related to online financial market trading for a total purchase price of $24,000,000. Algo Markets paid $2,500,000 cash to the Asset Seller at the closing and agreed to pay $21,500,000 in ten (10) equal quarterly installments starting in April 2014.

The acquisition of the assets purchased has been accounted for using the acquisition method in accordance with the FASB ASC Topic 805 “Allocating Purchase Price for Business Combinations”. Assets acquired were recorded at their estimated fair values at the acquisition date. The preliminary purchase price allocation was as follows:

Domain name	$	100,000
Trademark		250,000
Computer equipment		90,000
Algorithms		21,316,937
Application software		101,690,738
	$	123,447,675

Impairment Expense

On March 31, 2014, management of the Company performed an impairment analysis of the intangible intellectual property (“IP”). Management concluded that the cost needed to support the value of the IP, pursuant to FASB standards, would be too costly and time consuming as the IP is extremely unique. As a result, the Company impaired the IP value to $0 which resulted in an impairment expense of $123,357,675 for the year ended March 31, 2014.

XML

Property and Equipment

12 Months Ended

Mar. 31, 2014

Property and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 5 PROPERTY AND EQUIPMENT

Property and equipment consists of:

	March 31,
	2014			2013
Computer equipment	$	90,000		$	-
Less: Accumulated depreciation		(1,306	)		-
	$	88,694		$	-

The Company recorded $1,036 and $0 of depreciation expense for the years ended March 31, 2014 and 2013, respectively.

XML

Net Income (Loss) Per Share (Tables)

12 Months Ended

Mar. 31, 2014

Net Income (Loss) Per Share [Abstract]

Schedule of computation of basic and diluted net income per share

	For the year ended March 31,
	2014			2013
Basic net income (loss) per share:
Numerator:
Loss allocated to common shareholders	$	(79,367,511	)	$	(24,246	)
Total	$	(79,367,511	)	$	(24,246	)
Denominator:
Number of shares used in per share computation		64,536,986			2,000,000
Basic net income (loss) per share	$	(1.23	)	$	(0.01	)
Diluted net income (loss) per share:
Numerator:
Loss allocated to common shareholders	$	(79,367,511	)	$	(24,246	)
Impact of assumed conversions		-			-
Loss allocated to common shareholders and assumed conversion	$	(79,367,511	)	$	(24,246	)
Denominator:
Weighted-average shares		64,536,986			2,000,000
Convertible preferred shares		1,500,000,000			-
Adjusted weighted average shares		1,564,536,986			2,000,000
Diluted net loss per share	$	(0.05	)	$	(0.01	)

XML

Income Taxes

12 Months Ended

Mar. 31, 2014

Income Taxes [Abstract]

INCOME TAXES

NOTE 13 INCOME TAXES

The Company’s provision for income taxes was $0 and $0 for the years ended March 31, 2014 and 2013 respectively.

The components of income (loss) before provision for income taxes for the years ended March 31, 2014 and 2013 are as follows:

	Year Ended March 31,
	2014			2013
Domestic	$	(52,690	)	$	-
Foreign		(79,314,822	)		-
Loss before provision for income taxes	$	(79,367,512	)	$	-

Reconciliation between the statutory rate and the effective tax rate is as follows at March 31, 2014 and 2013:

	Year Ended March 31,
	2014			2013
Effective Tax Rate Reconciliation:
Federal statutory tax rate		(35.0	)%		(35.0	)%
State taxes, net of federal benefit		0.0	%		0.0	%
Change in valuation allowance		35.0	%		35.0	%
Effective tax rate		0.0	%		0.0	%

Our deferred tax assets are as follows:

	March 31,
	2014			2013
Deferred tax assets:
Net operating loss carryforward	$	30,454		$	12,012
Total deferred tax assets		30,454			12,012
Less: valuation allowance	$	(30,454	)	$	(12,012	)
Deferred tax assets, net of valuation allowance	$	-		$	-

ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the management’s opinion, it is uncertain whether the Company will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a full valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is calculated by multiplying a 35% marginal tax rate by the cumulative Net Operating Loss of $87,010. The total valuation allowance is equal to the total deferred tax asset.  The valuation allowance is $87,010 for the year ended March 31, 2014.

At March 31, 2014 and 2013, the Company has available unused federal operating loss carry forwards of approximately $87,010 and $34,321, respectively for federal taxes and that may provide future tax benefits, expiring between 2030 and 2034. 

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Note Payable

12 Months Ended

Mar. 31, 2014

Notes Payable [Abstract]

NOTES PAYABLE

NOTE 9 NOTE PAYABLE

Note payable consists of:

		March 31,
		2014			2013
Note payable, principal balance of $21,500,000, to a third party, payable in 10 equal quarterly payments of $2,150,000, starting April 30, 2014 (Note 2)	$	21,500,000		$	-
Less: debt discount		(2,639,788	)		-
Note payable, net of discount		18,860,212			-
Less: current portion		(9,165,128	)		-
Note payable, long term	$	9,695,084		$	-

On March 10, 2014, Algo Markets entered into an asset purchase agreement with a third party, pursuant to which the seller sold 12 algorithms related to online financial markets trading for $24,000,000.  Algo Markets agreed to pay $2,500,000 to the seller at closing and the remaining balance of $21,500,000 is payable in ten (10) equal quarterly installments of $2,150,000 each, starting April 30, 2014. The Company recorded the cost of intellectual property purchased based upon its historical cost. The $2,500,000 remained unpaid to the third party at the closing and was recorded as other current liability as of March 31, 2014.

In connection with the issuance of the Note 2, the Company has recorded an imputed interest on the note payable at the annual interest rate of 10% over the term of the Note 2. As a result, the Company recorded a debt discount in the amount of $2,683,063 on Note 2 which is being amortized to interest expense over the life of the Note 2. The Company has recorded interest expense of $43,275 and $0 related to the amortization of debt discount related to the Note 2 for the years ended March 31, 2014 and 2013, respectively.

Commitments:	Amount
Within one year	$	8,600,000
After one year and within 5 years		12,900,000
Total	$	21,500,000

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Related Party Transactions

12 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 7 RELATED PARTY TRANSACTIONS

The Company’s former Chief Executive Officer, a related party, has advanced funds to the Company from time to time in order to support the working capital requirements of the Company. As of March 31, 2014, $36,214 remained due to the related party as repayment for advances. All advanced funds are unsecured, bear no interest, and are due upon demand.

On March 10, 2014, Algo Markets entered into an intellectual property purchase agreement between Algo Markets and Dragon Malaysia Limited, a wholly-owned subsidiary of Dragon Holdings AG, of which Mr. Niraj Goel is a non-executive Chairman and a majority shareholder, for purchase of intellectual property for $128,000,000. The Company is indebted to Dragon Malaysia Limited pursuant to a promissory note $120,000,000 (See Note 8) and $3,260,000 as the remaining unpaid balance of the acquisition cost of the intellectual property as of March 31, 2014 (See Note 6).

On March 17, 2014, the Company sold to Niraj Goel, the Company's Chief Executive Officer 300,000,000 shares of its common stock for $300,000 ($0.001 per share) and 150,000,000 shares of preferred stock for $150,000 ($0.001 per share) (See Note 11).

The Company’s 65% owned subsidiary Clone Algo Pte Ltd. has only one Board Member/Director, Niraj Goel, who is also the majority shareholder in Clone Algo, Inc. The remaining 35% of Clone Algo Pte Ltd. is owned by Niraj Goel.

For  the year ended March 31, 2014, the Company rendered technology services to three entities, two entities of which are 100% owned by the former Chief Executive Officer of the Company, and one entity is controlled by the former Chief Executive Officer through a 17% indirect ownership. The Company recorded $603,520 in revenues from the related parties which approximated 29% of the total revenues for the year ended March 31, 2014. As of March 31, 2014, none of these amounts have been paid and are shown as revenue and accounts receivable - related party in the accompanying financial statements. The breakdown of the related party revenue transactions is as follows:

Related Party	Owner	Ownership		Revenue
Algo Markets Limited	Niraj Goel (CEO)		100%	$	12,200
Best Trade Limited	Niraj Goel (CEO)		100%		389,320
Expert Talent Limited	Dragon Holdings AG *		17%		202,000
				$	603,520

* Niraj Goel (CEO) has approximately 70% ownership in Dragon Holdings AG.

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Note Payable - Related Party

12 Months Ended

Mar. 31, 2014

Note Payable - Related Party [Abstract]

NOTE PAYABLE - RELATED PARTY

NOTE 8 NOTE PAYABLE - RELATED PARTY 

Note payable consists of:

	March 31,
	2014			2013
Note payable – related party, principal balance of $120,000,000, payable in sixty (60) monthly installments of $2,000,000 each, starting May 30, 2014 (Note 1)	$	120,000,000		$	-
Less: debt discount		(25,591,098	)		-
Note payable – related party, net of discount		94,408,902			-
Less: current portion		(13,942,652	)		-
Note payable – related party, long term	$	80,466,250		$	-

On March 10, 2014, Algo Markets entered into an IP Purchase Agreement with a related party, pursuant to which the IP Seller sold the intellectual property to Algo Markets for $128,000,000, payable $8,000,000 in cash at the closing and $120,000,000 in (60) equal monthly installments starting in May 2014. The Company recorded the cost of intellectual property purchased based upon its historical cost.

Pursuant to the terms of Note 1, the payments to related party are subject to Earn out period of 10 years beginning April 1, 2014 to March 21, 2023.  Earn out will be settled on a yearly basis. Earn out means an amount in cash equal to the amount determined pursuant to one, but only one, of the following clauses:

(a)   If in any 12 months period April 1 to March 31, earnings before interest, taxes, depreciation and amortization (“EBITDA”) is equal to or the Earn out Period is equal to or less than $10,000,000, Zero Dollars;

(b)   If in any 12 months period April 1 to March 31,  EBITDA is equal to or the Earn out Period is greater than $10,000,000 but less than $40,000,000, an amount equal to $25,000,000 plus the product of (X) 2.5 and (Y) the amount by which EBITDA exceeds $10,000,000;

(c)   If in any 12 months period April 1 to March 31, EBITDA is equal to or the Earn out Period is equal to or greater than $40,000,001, an amount equal to $50,000,000  plus the product of (X) 2.5 and (Y) the amount by which EBITDA exceeds $40,000,001;

In connection with the issuance of the Note 1, the Company has recorded an imputed interest on the note payable at the annual interest rate of 10% over the term of the Note. As a result, the Company recorded a debt discount in the amount of $25,869,262 on Note 1 which is being amortized to interest expense over the life of the Note 1 (sixty months). The Company has recorded interest expense of $278,164 and $0 related to the amortization of debt discount related to Note 1 for the years ended March 31, 2014 and 2013, respectively.

As of March 31, 2014, the Company has paid $4,740,000 towards the purchase of the intellectual property (Note 1).

Commitments (excluding the clause of Earn out):	Amount
Within one year	$	22,000,000
After one year and within 5 years		98,000,000
Total	$	120,000,000

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Commitments

12 Months Ended

Mar. 31, 2014

Commitments [Abstract]

COMMITMENTS

NOTE 10 COMMITMENTS

On March 17, 2014, the Company signed a two year lease in an office building located in Johor Bahru, Malaysia. The lease terms require a monthly rental payment of $1,555 over the two year term.

On March 16, 2014, the Company signed a lease agreement for an office location in Singapore with a company beneficially owned by the Company’s Non-Executive Chairman. The lease terms require a monthly rental payment of $3,195 over the two year term.

Future lease payments related to the Company’s office leases as of March 31, 2014 are as follows:

2015	$	57,000
2016		54,625
Total	$	111,625

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Summary of Significant Accounting Policies (Details Textual) (USD $)

12 Months Ended

Mar. 31, 2014

Mar. 31, 2013

Mar. 31, 2012

Summary of Significant Accounting Policies (Textual)

Cash and cash equivalents

$ 6,991,013

Estimated useful lives of intangible assets

10 years

Recognized of re-measurement gain/losses

$ 0

$ 0

Converted dilutive shares outstanding

1,500,000,000

Preferred stock conversion basis

Company has 1,500,000,000 if-converted dilutive shares outstanding pursuant to the possible conversion of 150,000,000 preferred shares outstanding which have 1 to 10 conversion rights into common stock.

Revenues And Outstanding Receivables [Member] | Four Customers [Member]

Summary of Significant Accounting Policies (Textual)

Concentrations of credit risk

96.00%

Singapore entity

Summary of Significant Accounting Policies (Textual)

Concentrations of credit risk

65.00%

Malaysia entity

Summary of Significant Accounting Policies (Textual)

Concentrations of credit risk

100.00%

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Segement Information (Details) (USD $)	12 Months Ended
	Mar. 31, 2014 Customer
Segment Reporting Information [Line Items]
Revenues	$ 2,107,580
Customer	6,691
Asia Pacific [Member]
Segment Reporting Information [Line Items]
Revenues	500,368
Customer	896
Middle East [Member]
Segment Reporting Information [Line Items]
Revenues	1,144,232
Customer	4,238
South Asia [Member]
Segment Reporting Information [Line Items]
Revenues	389,320
Customer	1,390
South East Asia [Member]
Segment Reporting Information [Line Items]
Revenues	26,664
Customer	65
Western Europe [Member]
Segment Reporting Information [Line Items]
Revenues	12,200
Customer	32
Eastern Europe [Member]
Segment Reporting Information [Line Items]
Revenues	3,692
Customer	6
Americas [Member]
Segment Reporting Information [Line Items]
Revenues	$ 31,104
Customer	64

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Mar. 31, 2014

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying audited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) and the hierarchy of Generally Accepted Accounting Principles.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of the Company, its 65% owned subsidiary Clone Algo Pte Ltd., a Singapore entity, and Algo Markets, a Malaysia entity, a 100% owned subsidiary of Clone Algo Pte Ltd. All significant intercompany balances and transactions have been eliminated in the consolidation.

Use of Estimates

Use of Estimates

The process of preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the consolidated financial statements. The Company regularly evaluates estimates and assumptions related to the valuation of accounts receivable, valuation and purchase price allocation of assets acquired and liabilities assumed in business combinations, valuation of intellectual property, and valuation of long-lived assets. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid instruments with original maturities of three months or less at the time of issuance to be cash equivalents. The Company’s cash and cash equivalents at March 31, 2014 and 2013 was $6,991,013 and $0, respectively.

Accounts Receivable

Accounts Receivable

Accounts receivable is comprised of uncollateralized customer obligations due under normal trade terms requiring payment within 60 days from the invoice date.  The carrying amount of accounts receivable is reviewed periodically for collectability. If management determines that collection is unlikely, an allowance is recorded that reflects management’s best estimate of the amounts that will not be collected. Management reviews each accounts receivable balance that exceeds 60 days from the invoice date and, based on an assessment of creditworthiness, estimates the portion, if any, of the balance that will not be collected.  As of March 31, 2014, the Company did not record a reserve for doubtful accounts.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. 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

Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash and cash equivalents, amounts receivable, accounts payable, notes payable, and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Company does not hold any investments that are available-for-sale.

Revenue Recognition

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists; delivery has occurred; price is fixed or determinable; and collectability of the related receivable is reasonably assured. The Company closely follows the provisions of ASC 605 “Revenue Recognition”, which includes the guidelines of Staff Accounting Bulletin No. 104.

The Company's main source of revenue is from the licensing fees that brokers, hedge funds, distributors and banks pay for licensing its Clone Algo Applications based on the type of trading in which their customers (its users) are engaged in.  Each user has multiple accounts running different algorithms for different asset classes.

Intangible Assets

Intangible Assets

Intangible assets arising from an acquisition are periodically assessed for impairment. Accordingly, the Company reviews the carrying value of intangible assets quarterly to determine whether impairment, as measured by fair market value, may exist. Specifically, intangible assets impairment is determined using a two-step process. The first step of the intangible asset impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount. If the fair value of a reporting unit exceeds its carrying amount, then the intangible assets of the reporting unit are not considered to be impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of impairment loss, if any. The second step of the impairment test compares the implied fair value of the reporting unit's intangible assets with their carrying amount. If the carrying amount of the reporting unit's intangible assets exceeds their implied fair value, then an impairment loss is recognized in an amount equal to that excess. Patents, intellectual property and trademarks are capitalized at their historical cost and are amortized over their estimated useful lives of ten years.

Concentrations of Credit Risk

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to significant concentrations of credit risk consist principally of cash. The Company only places its cash with financial institutions with high-credit ratings. The Company is also subject to risk of non-payment of its trade accounts receivable. The Company’s customer base is highly concentrated. For the year ended March 31, 2014, four customers representing two geographic areas represented approximately 96% of revenues and outstanding receivables. The Company’s revenue may significantly decline if it were to lose one or more of its significant customers. Additionally, reduced demand for its services, new technologies, or social and political changes in foreign countries where the Company conducts business could also adversely affect its results of operations, cash flows, and liquidity.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. The Company follows the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” 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. In accordance with the guidance of ASC 740-10, 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 should be reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.

Noncontrolling Interests

Noncontrolling Interests

The Company accounts for its less than 100% interest in consolidated subsidiaries in accordance with Financial Accounting Standards Board – Accounting Standards Codification (“ASC”) Topic 810, Consolidation for the accounting for noncontrolling interests. The guidance establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements as opposed to mezzanine equity. This guidance also changes the way the consolidated statement of operations is presented by requiring net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of operations, of the amounts of net income attributable to the parent and to the noncontrolling interest. This guidance requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent owners and the interests of the noncontrolling owners of a subsidiary. For all periods in which a consolidated balance sheet is presented, the Company reported all amounts due to minority shareholders to a new line item, “noncontrolling interests,” which is included in stockholders’ equity. Additionally, in the statement of operations, the Company displays, below net income on the face of the statement of operations, the portion of consolidated net income or loss that is attributable to the controlling and noncontrolling interests.

Variable Interest Entity

Variable Interest Entity

The Company follows the guidelines in FASB Codification of ASC 810 “Consolidation” which indicates "a legal entity that is deemed to be a business need not be evaluated by a reporting entity to determine if the legal entity is a Variable Interest Entity (“VIE")” unless any one of four conditions exist:

· The reporting entity, its related parties, or both participated significantly in the design or redesign of the legal entity;

· The legal entity is designed so that substantially all of its activities involve or are conducted on behalf of the reporting entity and its related parties;

· The reporting entity and its related parties provide more than half of the total of the equity, subordinated debt, and other forms of subordinated financial support to the legal entity; or

· The activities of the legal entity are primarily related to the securitizations or other forms of asset-backed financings or single-lessee leasing arrangements.

A VIE is an entity that either (a) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (b) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. If we determine that we have operating power and the obligation to absorb losses or receive benefits, we consolidate the VIE as the primary beneficiary, and if not, we do not consolidate. The Company has not identified any VIEs as of March 31, 2014.

Stock-based Compensation

Stock-based Compensation

The Company follows the guidelines in FASB Codification Topic ASC 718-10 “Compensation-Stock Compensation”, which provides investors and other users of financial statements with more complete and neutral financial information, by requiring that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. ASC 718-10 covers a wide range of share-based compensation arrangements, including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. The Company has not implemented an employee stock based compensation plan as of March 31, 2014.

Share based payments to non-employees are accounted for under the measurement and recognition criteria of ASC 505-50 “Equity Based Payments to Non-Employees”.

Property and Equipment

Property and Equipment

Property and equipment are recorded at historical cost. Minor additions and renewals are expensed in the year incurred. Major additions and renewals are capitalized and depreciated over their estimated useful lives. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate. The estimated useful lives for significant property and equipment categories are as follows:

Furniture and fixtures	5 - 7       Years
Computer equipment	5 - 7       Years

Net Income (Loss) Per Share

Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted net earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

As of March 31, 2014, the Company has 1,500,000,000 if-converted dilutive shares outstanding pursuant to the possible conversion of 150,000,000 preferred shares outstanding which have 1 to 10 conversion rights into common stock. As of March 31, 2014, the holder of the Series A preferred stock has agreed to waive his rights to convert the preferred shares until such time the Company has sufficient authorized shares.

Foreign Currency Translation

Foreign Currency Translation

The functional currency of the Company’s transactions is US Dollars. Transactions in foreign currencies are translated into the currency of measurement at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into US Dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.

The financial statements of foreign subsidiaries having the US Dollar as the functional currency, with certain transactions denominated in a local currency, are re-measured into US Dollars. The re-measurement of local currency amounts into US Dollars creates re-measurement gains/losses that are included in earnings as a component of selling, general, and administrative expense. As of March 31, 2014, we had subsidiaries located in both Malaysia and Singapore. Management has determined that the functional currency of both subsidiaries to be the US Dollar. The Company recognized re-measurement gain/losses of $0 for the years ended March 31, 2014 and 2013.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In August 2014 the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”.This update requires management of the Company to evaluate whether there is substantial doubt about the Company’s ability to continue as a going concern. This update is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect this standard to have an impact on the Company’s consolidated financial statements upon adoption.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

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Related Party Transactions (Tables)

12 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Schedule of related party transactions

Related Party	Owner	Ownership		Revenue
Algo Markets Limited	Niraj Goel (CEO)		100%	$	12,200
Best Trade Limited	Niraj Goel (CEO)		100%		389,320
Expert Talent Limited	Dragon Holdings AG *		17%		202,000
				$	603,520

* Niraj Goel (CEO) has approximately 70% ownership in Dragon Holdings AG.

XML

Commitments (Details) (USD $)	Mar. 31, 2014
Commitments [Abstract]
2015	$ 57,000
2016	54,625
Total	$ 111,625

XML

Related Party Transactions (Details) (USD $)	12 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Related Party Transaction [Line Items]
Revenue	$ 603,520
Dragon Holdings Ag [Member]
Related Party Transaction [Line Items]
Ownership percentage	70.00%
Algo Markets Limited [Member] | Niraj Goel [Member]
Related Party Transaction [Line Items]
Revenue	12,200
Ownership percentage	100.00%
Best Trade Limited [Member] | Niraj Goel [Member]
Related Party Transaction [Line Items]
Revenue	389,320
Ownership percentage	100.00%
Expert Talent Limited [Member] | Dragon Holdings Ag [Member]
Related Party Transaction [Line Items]
Revenue	$ 202,000	[1]
Ownership percentage	17.00%	[1]

[1] Niraj Goel (CEO) has a 70% ownership in Dragon Holdings AG

XML

Consolidated Statements of Stockholder's equity (Deficit) (USD $)	Total	Preferred Shares	Common Shares	Additional Paid-In Capital	Stock Payable	Accumulated Earnings (Deficit)	Non-controlling Interest
Balance at Mar. 31, 2012	$ (2,000)		$ 2,000	$ 6,075		$ (10,075)
Balance, Shares at Mar. 31, 2012			2,000,000
Contributed capital	14,500			14,500
Noncontrolling interest contribution
Net loss	(24,246)					(24,246)
Balance at Mar. 31, 2013	(11,746)		2,000	20,575		(34,321)
Balance, Shares at Mar. 31, 2013			2,000,000
Common shares issued for cash	693,000		693,000
Common shares issued for cash, Shares			693,000,000
Common shares to be issued for cash	6,984,364				6,984,364
Preferred shares issued for cash	1,500,000	150,000		1,350,000
Preferred shares issued for cash, Shares		150,000,000
Noncontrolling interest contribution	(2,625,000)						2,625,000
Net loss applicable to noncontrolling interest	(42,707,981)						(42,707,981)
Net loss	(79,367,511)					(79,367,511)
Balance at Mar. 31, 2014	$ (110,284,874)	$ 150,000	$ 695,000	$ 1,370,575	$ 6,984,364	$ (79,401,832)	$ (40,082,981)
Balance, Shares at Mar. 31, 2014		150,000,000	695,000,000

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Prepaid Expenses

12 Months Ended

Mar. 31, 2014

Prepaid Expenses [Abstract]

Prepaid expenses

NOTE 4    PREPAID EXPENSES

As of March 31, 2014 and 2013, the Company recorded prepaid expenses of $13,200 and $0, respectively. Prepaid expenses comprised primarily of prepaid accounting fees as of March 31, 2014.

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Subsequent Events (Details) (USD $)	0 Months Ended		1 Months Ended	0 Months Ended	12 Months Ended
	May 16, 2014 Investors	Apr. 09, 2014	May 19, 2014	Apr. 14, 2014	Mar. 31, 2014	Nov. 21, 2014
Algorithms [Member]
Subsequent Event (Textual)
Repayments of third party notes					$ 4,375,000
Subsequent Event [Member]
Subsequent Event (Textual)
Common stock subscription agreements, shares	5,000,000
Cash received for stock subscriptions						25,141,296
Stock issued to related party, shares			2,000,000		2,295,000
Stock issued to related party	40,000,000	695,000	2,000,000	1,600,000
Stock issuance per share	$ 8.00
Number of investors	68
Repayments of notes					$ 24,525,026

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Note Payable - Related Party (Tables)

12 Months Ended

Mar. 31, 2014

Related Party [Member]

Schedule of Notes Payable Related Party [Line Items]

Schedule of notes payable - related party

Note payable consists of:

	March 31,
	2014			2013
Note payable – related party, principal balance of $120,000,000, payable in sixty (60) monthly installments of $2,000,000 each, starting May 30, 2014 (Note 1)	$	120,000,000		$	-
Less: debt discount		(25,591,098	)		-
Note payable – related party, net of discount		94,408,902			-
Less: current portion		(13,942,652	)		-
Note payable – related party, long term	$	80,466,250		$	-

Intellectual Property [Member]

Schedule of Notes Payable Related Party [Line Items]

Schedule of commitments

Commitments (excluding the clause of Earn out):	Amount
Within one year	$	22,000,000
After one year and within 5 years		98,000,000
Total	$	120,000,000

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Property and Equipment (Details Textual) (USD $)	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Property and Equipment (Textual)
Depreciation expense	$ 1,036	$ 0

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Subsequent Events

12 Months Ended

Mar. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

NOTE 14    SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855 – Subsequent Events and has determined that no other material subsequent events exist other than listed below:

On May 16, 2014, the Company closed a round of funding in which it obtained stock subscription agreements for sale of a total of 5,000,000 shares of its common stock to 68 foreign investors at a price per share of $8.00 for an aggregate offering price of $40,000,000.  The Company has received $25,141,296 of cash for stock subscriptions as of November 21, 2014. The Company plans on filing a registration statement for these shares in December 2014.

Subsequent to year-end, the Company made $4,375,000 in payments on a note payable due to a third party related to the purchase of 12 algorithms. Additionally, the Company made payments of $24,525,026 on the note payable due to a related party for purchase of intellectual property.

On April 9, 2014 and April 14, 2014, the Company received $695,000 and $1,600,000, respectively, from Niraj Goel for the purchase of 2,295,000 shares of Clone Algo Pte Ltd. These shares were issued and outstanding as of March 31, 2014.

On May 19, 2014, Clone Algo Pte Ltd. issued an additional 2,000,000 shares of its common stock to Niraj Goel for $2,000,000 cash.