UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

S[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September~~ June 30, ~~2013~~2014

£[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From to

Commission File Number: 000-53559

Gepco, Ltd. ~~(Formerly Wikifamilies, Inc.)~~

(Name of small business issuer specified in its charter)

Nevada		80-0214025
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
9025 Carlton Hills Blvd. Ste. B
Santee, CA 92071		92071
(Address of principal executive offices)		(Zip Code)
	(909) 708-3708
	(Registrant’s telephone number including area code)

~~Indicate by check mark whether the registrant~~ (1909) ~~has~~708-3708 filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 S No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (orRegistrant’s ~~for~~telephone ~~such~~number ~~shorter~~including ~~period~~area ~~that registrant was required to submit and post such files~~code). ~~Yes S No £~~

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 [X] No [_]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files). Yes [X] No [_]

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

Large accelerated filer £[_] Accelerated filer £[_] Non-accelerated filer £[_] Smaller reporting company S[X]

Indicate by check mark whether the registrant is a shell ~~company~~ company (as defined in Rule 12b-2 of the Exchange Act). Yes [_] S No £ [X]

AsOn ofAugust ~~October 31~~7, ~~2013~~2014, the ~~issuer~~Company had 43156,~~582~~109,~~555~~790 outstanding shares of ~~common stock (“~~Common Stock”), ~~issued~~$.001 ~~and~~par ~~outstanding~~value per share.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying ~~financial~~consolidated financial statements of Gepco, Ltd. ( the “Company”, “Gepco, Ltd.”, “we” or “us”) have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto, which are included in the 2013 Company’s Annual Report on Form 10-K filed with the Commission on March 31, 2014.

Gepco, Ltd. ~~(Formerly Wikifamilies, Inc.)~~

(A Development Stage Company)

Consolidated Balance Sheets

	September 30, 2013 (Unaudited)			December 31, 2012
ASSETS
TOTAL ASSETS	$	–		$	–
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued liabilities		25,283			16,087
Accounts payable and accrued liabilities, related party		–			40,000
Convertible notes (net of discount of $126,542 and nil respectively)		66,156			–
Advances payable		1,261			142,509
Notes payable to related parties - in default		50,000			50,000
Total Liabilities		142,700			248,596
Stockholders' Equity (Deficit)
Common stock, $.001 par value, 100,000,000 shares authorized, 41,582,555 and 21,747,075 shares issued and outstanding respectively		41,583			21,747
Paid in capital		1,272,341			953,259
Other comprehensive income/(loss)		27,045			27,045
Deficit accumulated during development stage		(1,483,669	)		(1,250,646	)
Total Stockholders’ Equity (Deficit)		(142,700	)		(248,596	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	–		$	–

(Unaudited)

	June 30, 2014			December 31, 2013
ASSETS
Cash	$	6,716		$	–
Accounts receivable		76,000			–
Inventory		301,268			–
Total current assets		383,984			–

TOTAL ASSETS	$	383,984		$	–

LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)

Liabilities
Accounts payable and accrued liabilities	$	24,439		$	27,087
Convertible notes (net of discount of $0 and $109,498, respectively)		–			119,951
Advances payable		10,000			1,261
Note payable		10,077			–
Note payable to related parties		257,876			–
Note payable to related parties - in default		50,000			50,000
Total current liabilities		352,392			198,299
Total liabilities		352,392			198,299

Stockholders' Equity/(Deficit)
Preferred stock, $.001 par value, 15,000,000 shares authorized, none issued and outstanding		–			–
Common stock, $.001 par value, 250,000,000 shares authorized, 156,109,790 and 118,582,555 issued and outstanding, respectively		156,110			118,583
Additional paid in capital		420,745			75,000
Deficit accumulated during development stage		(545,263	)		(391,882	)
Total stockholders' equity/(deficit)		31,592			(198,299	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY/(DEFICIT)	$	383,984		$	–

See notes to consolidated financial statements.

Gepco, Ltd. ~~(Formerly Wikifamilies, Inc.)~~

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013			Three Months Ended September 30, 2012 (Restated)			Nine Months Ended September 30, 2012 (Restated)			From February 15, 2011 (Inception) to September 30, 2013
	Three Months Ended June 30, 2014			Six Months Ended June 30, 2014			From October 2, 2013 (GemVest, Ltd. Inception) to June 30, 2014
Revenue	$	–(75,000	)	$	–530,000		$	–530,000		$	–		$	–
Cost of goods sold		–75,000			–(458,900	)		–(458,900	)		–			–
Gross profit/(loss)		–			–			–			–			–
Gross profit		–			71,100			71,100
Operating expenses
General and administrative		109,~~599~~192			1626,~~744~~338			4328,~~688~~110			~~104,785~~			~~324,022~~
Legal and accounting		1936,~~404~~838			~~114~~64,~~797~~218			(277,~~358~~741	)		~~133,391~~			~~395,262~~
Research and development		–			–			–			–			285,448
Total expenses		46,030			90,556			105,851
Total expenses		30,003			131,541			41,330			238,176			1,004,732
Operating loss		(46,030	)		(19,456	)		(34,751	)
Ordinary loss		(30,003	)		(131,541	)		(41,330	)		(238,176	)		(1,004,732	)
Interest expense		(41,058	)		(133,925	)		(141,737	)
Other income/(expense)		(7,617	)		(101,482	)		–			(37,487	)		(164,538	)
Other expense		(41,058	)		(133,925	)		(141,737	)
Loss from continuing operations		(37,620	)		(233,023	)		(41,330	)		(275,663	)		(1,169,270	)
Net loss	$	(87,087	)	$	(153,380	)	$	(176,487	)
Loss from discontinued operations		–			–			(14,581	)		(299,883	)		(314,399	)
Loss per share - basic	$	(0.00	)	$	(0.00	)
Net loss	$	(37,620	)	$	(233,023	)	$	(55,911	)	$	(575,546	)	$	(1,483,669	)
Weighted average common shares - basic		154,927,835			145,418,304
Net loss per share
Loss from continuing operations	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)
Loss from discontinued operations		–			–			(0.00	)		(0.01	)
Loss per share (basic and diluted)	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)
Weighted average common shares		41,582,555			33,953,524			45,956,838			45,956,838

See notes to consolidated financial statements.

~~Statements of Comprehensive Income (Loss)~~3

~~(Unaudited)~~Gepco, Ltd.

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013			Three Months Ended September 30, 2012 (Restated)			Nine Months Ended September 30, 2012 (Restated)			From February 15, 2011 (Inception) to September 30, 2013
Net loss	$	(37,620	)	$	(233,023	)	$	(55,911	)	$	(575,546	)	$	(1,483,669	)
Gain/(loss) on foreign currency conversion		–			–			–			13,440			27,045
Total comprehensive loss	$	(37,620	)	$	(233,023	)	$	(55,911	)	$	(562,106	)	$	(1,456,624	)

See notes to consolidated financial statements.

Gepco, Ltd. (Formerly Wikifamilies, Inc.)

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30, 2013			For the Nine Months Ended September 30, 2012 (Restated)			From February 15, 2011 (Wikfamilies SA Inception) to September 30, 2013
	Six Months Ended June 30, 2014			From October 2, 2013 (GemVest, Ltd. Inception) to June 30, 2014
Cash flows from operating activities
Net income/(loss)	$	(233,023	)	$	(575,546	)	$	(1,483,669	)
Net loss	$	(153,380	)	$	(176,487	)
Non-cash transactions to reconcile cash used in operations
Adjustment to reconcile net loss to net cash used in operations
Depreciation and amortization	$	–		$	–		$	24,042
Amortization of debt discount		124,347			130,882
Bad debt		–			–			155,390
Cash used in operations
Imputed interest		3,915			–			3,915
Accounts receivable		(76,000	)		(76,000	)
Options issued for interest		–			37,487			37,487
Inventory		(301,268	)		(301,268	)
Stock issued for services		29,700			155,390			29,700
Accounts payable and accrued liabilities		(2,648	)		1,720
Amortization of debt discount		94,582			–			94,582
Accrued interest included in notes payable		5,522			5,522
Other than temporary loss on investment					–			–
Accrued interest included in convertible notes payable		4,054			5,331
Disposal of assets, Allianex business		–			–			2,399
Total cash used in operations		(399,373	)		(410,300	)
Cash used in operations
Cash from financing activities
Accounts receivable		–			–			75,000
Proceeds from advances		10,000			10,000
Accounts payable and accrued liabilities		53,589			(116,427	)		113,834
Repayment of advances		(1,261	)		(1,261	)
Accounts payable and accrued liabilities related parties		–			259,175			259,175
Proceeds from notes payable		10,000			10,000
Prepaid expenses		–			32,169			11,461
Proceeds from convertible notes		14,850			25,777
Total cash used in operations		(51,237	)		(207,752	)		(676,684	)
Repayment of convertible notes		(12,500	)		(12,500	)
Cash flows from investing activities
Proceeds from notes payable related party		250,000			250,000
Purchase of fixed assets		–			–			(24,042	)
Proceeds from sales of common stock		135,000			135,000
Total cash used in investing activities		–			–			(24,042	)
Total cash from financing activities		406,089			417,016
Cash from financing activities
INCREASE IN CASH		6,716			6,716
Stock sales		–			25,000			306,775
BEGINNING CASH		–			–
Cash surrendered for rescission		–			(22,811	)		(22,811	)
ENDING CASH	$	6,716		$	6,716
Proceeds from debt related parties		–			50,000			220,245
Supplemental disclosure of cash flow information:
Advances due to related parties		51,237			117,867			169,104
Interest paid	$	–		$	–
Total cash from financing activities		51,237			170,056			673,313
Income taxes paid	$	–		$	–
Effect of foreign currency exchange rate		–			13,440			27,045
Supplemental disclosure of non-cash investing activities:
INCREASE (DECREASE) IN CASH		–			(24,256	)		(368	)
Accounts payable acquired in reverse merger	$	–		$	(22,719	)
BEGINNING CASH		–			24,256			368
Advances payable in reverse merger	$	–		$	(1,261	)
ENDING CASH	$	–		$	–		$	–
Convertible notes, related party (net of $116,033 debt discount) acquired in reverse merger	$	–		$	(101,212	)
Supplemental disclosure of cash flow information:
Note payable acquired in reverse merger	$	–		$	(50,000	)
Interest paid	$	–		$	194		$	5,627
Convertible debt converted to common stock shares	$	233,422		$	–
Income taxes paid	$	–		$	–		$	–
Supplemental disclosure of non-cash investing activities:
Effect of reverse merger	$	–		$	–		$	64,582
Transfer of AP and advances to convertible notes		276,875			–			276,875
Common shares for conversion of convertible debt		84,177						84,177

See notes to consolidated financial statements.

Gepco, Ltd. ~~(Formerly Wikifamilies, Inc.)~~

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

For the ~~period~~ three months ended ~~September~~June 30, ~~2013~~2014

NOTE 1: HISTORY OF OPERATIONS

Gepco, Ltd. (~~formerly Wikifamilies, Inc.~~ “Gepco, Ltd.” or the “Company”) was incorporated on June 27, 2008 in the State of Nevada as Kensington Leasing, Ltd. The Company’s initial business plan was to specialize in leasing equipment to a select clientele. Because it took longer than anticipated to launch the Company’s leasing business, the Company elected to investigate additional lines of business. The leasing business generated minimal revenues since inception and was discontinued.

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

On June 4, 2010, the Company, through its newly formed wholly-owned subsidiary Allianex Corp., purchased substantially all of the assets of Allianex, LLC (the “Allianex acquisition”). The Company’s primary business after the Allianex acquisition until the acquisition of Wikifamilies SA, as discussed below, was the production, marketing and distribution of a retail line of prepaid stored value cards for the purchase of technology support and security services for electronic devices. Allianex Corp. generated nominal revenues since the acquisition and the assets were disposed of on December 22, 2011.

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

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

OnAs ~~September~~of 7May 20, ~~2012~~2011, the Company’s business plan as Wikifamilies ~~Inc.,~~was ~~entered~~to ~~into~~design, adevelop ~~Share~~and ~~Exchange~~operate ~~Agreement~~an ~~with~~Internet-based ~~ClairNET~~social media ~~Ltd~~website, Wikifamilies.com, with a ~~Hong~~unique ~~Kong~~emphasis ~~entity~~on families and ~~their shareholders~~new bytechnologies which ~~all~~web-based ofplatform ~~the~~was ~~issued~~intended to ~~and~~enhance ~~outstanding~~the ~~shares~~ability of ~~ClairNET~~families ~~was~~ to becommunicate ~~exchanged~~and ~~for~~share ~~36,504,056~~family ~~shares~~history inand ~~Wikifamilies Inc,~~events ~~representing~~while ~~75%~~providing ofa ~~the~~secure ~~company’s~~location ~~common~~to ~~stock~~transact family-related business matters. ~~Additionally~~Then, ~~ClairNET~~on ~~Ltd~~September ~~was~~7, to2012, ~~receive~~our ~~2,500,000~~business ~~shares~~plan ofchanged ~~Voting Only~~to ~~Preferred~~the ~~Stock~~development inand ~~Wikifamilies,~~marketing ~~with~~of ~~100:1~~an Internet ~~voting~~search ~~rights.~~engine Onthrough the ~~same~~licensing ~~date~~from ClairNET, ~~the~~Ltd. ~~parties~~of ~~also~~their process ~~signed~~enabling aonline ~~License~~and ~~Agreement by~~mobile ~~which~~viewers ~~Wikifamilies was~~ to search, ~~acquire~~index, ~~exclusive~~watch ~~global~~and ~~licensing~~personalize ~~rights~~web-based tovideos ~~ClairNET’s~~while ~~products,~~facilitating ~~with~~the anmonetizing ~~end goal~~ of ~~ClairNET becoming~~investments aby ~~subsidiary~~video ofcontent ~~Wikifamilies~~providers, advertisers ~~Inc~~and marketers.

On September 87, 2012, ~~the Company and the founders of~~ Wikifamilies, SAInc. entered into a ~~Rescission~~Share Exchange Agreement, ~~whereby~~with ~~the~~ClairNET ~~share~~Ltd., ~~consideration originally~~a ~~tendered~~Hong byKong ~~the~~entity ~~corporation~~and ~~for~~their shareholders ~~the~~by ~~acquisition~~which all of the ~~Wikifamilies~~issued SAand ~~assets,~~outstanding ~~was~~shares ~~rescinded~~of byClairNET ~~mutual~~were ~~agreement.~~to ~~This rescission~~be ~~unwinds~~exchanged ~~the~~for ~~March 23~~36, ~~2011~~504,056 ~~Exchange~~shares ~~Agreement~~in ~~between the two parties~~Wikifamilies Inc, ~~and~~representing ~~Wikifamilies~~75% SAof ~~agreed to return~~ the ~~remaining 26,925,000~~company’s ~~shares~~common tostock. ~~Wikifamilies treasury~~Additionally, ~~being~~ClairNET ~~the~~Ltd ~~full~~was ~~balance~~to ofreceive ~~the original 31~~2,500,000 shares ~~tendered as part~~ of ~~the original~~Voting ~~Exchange~~Only ~~Agreement~~Preferred ~~and~~Stock ~~the Company returned its interest~~ in Wikifamilies, SAwith to100:1 ~~the~~voting ~~Wikifamilies SA founders~~rights. ~~The~~On ~~Wikifamilies SA~~the ~~founders~~same ~~retained~~date, ~~all~~the ~~assets~~parties ~~and~~also ~~liabilities~~signed ofa ~~Wikifamilies~~License ~~SA.~~Agreement by ~~Additionally,~~which Wikifamilies ~~Inc~~was ~~forgave~~to ~~the~~acquire ~~intercompany~~exclusive ~~loans from~~global ~~Wikifamilies~~licensing ~~Inc.~~rights to ~~Wikifamilies~~ClairNET’s SAproducts, inwith ~~full~~an ~~compensation~~end ~~for~~goal ~~non-payment~~ of ~~salaries,~~ClairNET becoming ~~fees~~a ~~and~~subsidiary ~~expenses~~of toWikifamilies, ~~the founders~~Inc.

On September 108, 2012, the ~~full~~Company ~~Board~~and the founders of ~~Directors~~Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally tendered by the corporation for the acquisition of the ~~Company~~Wikifamilies ~~elected~~SA ~~John~~assets, ~~Karlsson~~was rescinded by mutual agreement. This Rescission unwound the March 23, ~~Dan~~2011, ~~Clayton~~Exchange Agreement between Wikifamilies Inc. and ~~Vincent~~Wikifamilies QiSA, and Wikifamilies SA agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as ~~members~~part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA. Additionally, Wikifamilies, Inc. forgave the ~~Board~~intercompany loans from Wikifamilies Inc. to Wikifamilies SA in full compensation for non-payment of ~~Directors~~salaries, fees and expenses to the founders.

On September 10, 2012, the full Board of Directors of the Company elected John Karlsson, Dan Clayton and Vincent Qi as Members of the Board of Directors.

On September 10, 2012, following the appointment of the new Board Members, Robert Coleridge, Chris Dengler, Steve Brown, William Hogan and Thomas Hudson resigned from their positions on the Board. Trisha Malone resigned her position as Board Member and Chief Financial Officer effective September 13, 2012, and Malcolm Hutchinson resigned his position as Board Member and Chief Executive Officer effective September 13, 2012.

The three members of the Board of Directors elected on September 10, 2012 changed the Company’s name in the State of Nevada to ClairNET, Ltd. but failed to complete the ClairNET, Ltd. merger, which left the Company with no operating entity, and failed to file any and all required filings with the Securities and Exchange Commission (the “SEC”), in effect abandoning the Company. After repeated attempts at contact with the Board of Directors with no response, certain creditors of the Company petitioned the Eighth Judicial District Court in Clark County Nevada to receive custodianship of the Company.

On April 8, 2013, the Eighth District Court of the State of Nevada appointed Trisha Malone as Custodian of Wikifamilies, Inc. pursuant to section 78.347 of the Nevada Revised Statutes, and authorized her to appoint a new Board of Directors, to continue the business of the Company, and to bring current the Company’s filings with the SEC. The appointment was made pursuant to a petition filed by Trisha Malone with the Court on February 27, 2013, to become Custodian of the Company due to former management’s malfeasance and nonfeasance in allowing the filings with the SEC to become delinquent, exposing the Company to potential revocation of registration proceedings under Section 12j of the Securities Exchange Act of 1934 and a potential trading suspension under Section 12k of the Securities Exchange Act, and in failing to maintain the business of the Company.

The Court also nullified the issuance of shares of Company Common Stock issued as a result of the Exchange Agreement entered into between the Company and ClairNET, Ltd., a Hong Kong corporation, dated September 7, 2012 and the Technology License Agreement between the Company and ClairNET, Ltd., a Hong Kong corporation. Among the nonfeasance of the prior management was the failure to effect the change of the Company's name from Wikifamilies, Inc. to ClairNET, Ltd. in the marketplace, by notification to FINRA. Prior to being known as ClairNET, Ltd., the Company was known as Wikifamilies, Inc., to reflect the business plan of operations of its foreign subsidiary, Wikifamilies, S.A. However, Wikifamilies, S.A. was returned to its founders by reason of a Rescission Agreement executed between the founders and the Company on September 8, 2012.

The Court further ordered that all stock issued as a result of the September 7, 2012 Share Exchange Agreement between the Company and ClairNET Ltd., a Hong Kong entity and their shareholders, are declared null and void and ordered to be returned to the Company or its transfer agent for cancellation. The Court further ordered that the License Agreement between the Company and ClairNET, Ltd. a Hong Kong entity, is declared null and void.

Finally, the Court ordered the cancellation of an aggregate of 26,925,000 shares of Common Stock to effectuate the Company's September 8, 2012 Rescission agreement with the founders of Wikifamilies SA.

On April 9, 2013, the duly appointed Custodian of the Company appointed Trisha Malone and Larry A. Zielke as Members of the Board of Directors. Ms. Malone was also appointed as Chief Executive Officer, Chief Financial Officer and Secretary of the Company and Mr. Zielke was appointed as Vice President and Corporate Counsel.

On August 27, 2013, the Company held a Special Meeting of Shareholders. At the Special Meeting, the shareholders of the Company approved the change in the Corporation’s name from Wikifamilies, Inc. to Gepco, Ltd. On September 11, 2013, the Company filed an amendment to its Articles of Incorporation to, inter alia, change its name to Gepco, Ltd. from ClairNET, Ltd. (Wikifamilies, Inc.) In conjunction with the amendment, the Company filed with FINRA to change its name and ticker symbol. Effective October 8, 2013, the Company’s common stock, which was previously traded under the ticker symbol “WFAM” on the OTCQB market, began trading under the new ticker symbol “GEPC”.

On October 15, 2013, the “Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with GemVest, Ltd. pursuant to which the Company agreed to purchase (the “Acquisition”) 100% of the issued and outstanding capital stock (“GemVest Shares”) of GemVest, Ltd., a Nevada corporation (“GemVest”) in exchange for 150,000,000 shares of the Company’s restricted Common Stock. The Acquisition was consummated (the “Closing”) on December 6, 2013, in a transaction exempt from registration under Section 4(2) of the Securities Act of 1933, as amended and resulted in a change in control of the Company. Pursuant to the Agreement, GemVest and the Company agreed to the following covenants regarding management of the Company for a period of five years from the date of Closing:

Angelique de Maison shall serve as Executive Chairman of the Company and of GemVest, Peter Voutsas shall serve as Chief Executive Officer and Chief Investment Officer of the Company and of GemVest, Trisha Malone shall serve as President, Chief Financial Officer and Secretary of the Company and Chief Financial Officer, Chief Operating Officer and Secretary of GemVest, Nicholas Marlin shall serve as Chief Marketing Officer of the Company and President and Chief Marketing Officer of GemVest and Ronald Loshin shall serve as Chief Creative Officer of the Company and of GemVest.

~~On September~~· ~~10,~~The ~~2012,~~Board ~~following~~of the ~~Appointment~~Company ofshall ~~the~~consist ~~new~~of six directors,: ~~Robert~~Angelique ~~Coleridge~~de Maison, ~~Chris~~Peter ~~Dengler~~Voutsas, ~~Steve~~Trisha ~~Brown~~Malone, ~~William~~Larry ~~Hogan and~~Zielke, ~~Thomas~~Ronald ~~Hudson~~Loshin ~~resigned~~and ~~from~~Nicholas ~~their~~Marlin. ~~positions~~The ~~on the~~ Board. ~~Trisha~~of ~~Malone~~GemVest ~~resigned~~shall ~~her~~consist ~~position~~of asfive ~~director~~directors: ~~and~~Angelique ~~Chief~~de ~~Financial Officer~~Maison, ~~effective~~Peter ~~September 13~~Voutsas, ~~2012~~Trisha ~~and~~Malone, ~~Malcolm~~Ronald ~~Hutchinson~~Loshin ~~resigned his position as director~~ and ~~Chief~~Nicholas ~~Executive Officer effective September 13, 2012~~Marlin.

~~The three~~· ~~members~~If of the ~~Board of Directors elected on September 10, 2012 changed the~~ Company’s ~~name~~EBITDA (as defined in ~~the~~GAAP) ~~state~~is ofnot ~~Nevada to~~at ~~ClairNET~~least $750,000 ~~Ltd.~~for ~~but~~the ~~failed~~fiscal toyear ~~complete~~ended ~~the~~December ~~ClairNET~~31, ~~Ltd. merger~~2014, ~~which~~then ~~left~~on ~~the~~a ~~Company~~pro ~~with~~rata ~~no operating entity~~basis, ~~and~~based ~~failed to~~on ~~file~~percentage ~~any~~of ~~and~~ownership ~~all~~of ~~required~~Gepco ~~filings~~immediately ~~with~~prior ~~the~~to ~~Securities and Exchange Commission (the “SEC”)~~Closing, ~~in effect abandoning~~ the ~~Company.~~shareholders ~~After~~of ~~repeated~~Gepco ~~attempts~~shall atreturn ~~contact~~to ~~with~~ the ~~Board~~Company ofone ~~Directors~~million ~~with~~shares ~~no response, creditors~~ of the Company’s ~~petitioned the~~Common ~~Eighth~~Stock ~~Judicial~~for ~~District~~each ~~Court~~$10,000 inincrement ~~Clark~~by ~~County~~which ~~Nevada~~EBITDA tois ~~receive~~less ~~custodianship~~than ~~of the Company~~$750,000.

~~On April~~Subsequent ~~2, 2013 the State of Nevada granted custodianship of the Company~~ to ~~Trisha Malone,~~ the ~~former~~Closing ~~Chief Financial Officer and a former Director~~ of the ~~Company~~Acquisition, ~~giving~~GemVest ~~her~~became ~~the authority to appoint new officers and directors, to send notice to all stockholders of record noticing~~ a ~~meeting~~wholly onowned atsubsidiary least ten (10) days notice, to pay all fees owed to the SEC and make all necessary filings with the SEC to bring the Company's filings current. The court also ordered that all common stocks issued as a result of ~~the Exchange Agreement entered into between the Company and Clairnet, Ltd~~Gepco., aFor ~~Hong~~accounting ~~Kong corporation~~purposes, ~~dated~~GemVest September 7, 2012, were declared null and void and should be immediately returned to the Company or its transfer agent for cancellation and that the Technology Licensing Agreement between the Company and Clairnet, Limited, a Hong Kong corporation, dated September 7, 2012, was declared null and void. With no current operating entity and nominal assets, the Company is ~~currently~~deemed ~~a “shell” corporation as defined under Rule 12b-2 of~~ the ~~Securities~~accounting ~~Exchange Act of 1934, as amended~~acquirer.

~~On April~~For 9accounting purposes, ~~2013~~ the acquisition ~~duly~~of ~~appointed~~GemVest ~~Custodian~~by Gepco has been recorded as a reverse merger of ~~the~~a ~~Company~~public ~~appointed~~company, ~~Trisha~~with ~~Malone~~the ~~and~~exception ~~Larry~~that Ano goodwill is generated. ~~Zielke~~Consequently, asthe ~~Members~~historical offinancial information in the ~~Board~~accompanying consolidated financial statements is that of ~~Directors~~Gemvest from its date of inception, October 2, 2013 and that of the combined entity from December 6, 2013 through December 31, 2013. MsGemVest is a start-up development stage company that has had no revenue or expenses from its inception through December 31, 2013. ~~Malone~~As the Company was ~~also~~a ~~appointed~~shell ascompany ~~Chief~~prior ~~Executive~~to ~~Officer~~the acquisition of GemVest, ~~Chief~~GemVest ~~Financial~~is ~~Officer~~the acquirer for accounting purposes, and ~~Secretary~~future offinancial reporting shall be set forth as if GemVest acquired the Company. ~~and~~As ~~Mr.~~a ~~Zielke~~result ~~was~~of ~~appointed~~the Merger, Gepco now owns ~~Vice~~all ~~President~~of the assets, liabilities and ~~Corporate~~operations ~~Counsel~~of GemVest and ownership to all intellectual property rights for GemVest in the future.

On ~~May~~ 8April 29, ~~2013~~2014, the Company signed ~~entered into~~ a ~~Share~~letter ~~Purchase~~of ~~Agreement~~intent with ~~John~~Peter ~~Pena and JP09 & Associates~~Marco, ~~Inc.~~LLC ~~(collectively, “Seller”) pursuant~~ to ~~which~~acquire ~~the Company shall purchase 60~~100% of ~~the~~its ~~issued~~outstanding ~~and~~equity ~~outstanding~~interests, ~~capital~~which ~~stock~~are ~~(“Shares”) of~~owned RCby ~~One,~~Peter ~~Inc.~~Voutsas, Gepco’s ~~a Nevada corporation (“RC”)~~CEO. The purchase price ~~for the Shares~~ shall be ~~$807,651~~payable toin becash, ~~paid~~Company ascommon ~~follows: (i)~~stock, atand ~~closing by satisfaction by the Company of~~ a ~~promissory~~purchase money note ofin ~~Seller~~amounts ~~owed~~based upon togood ~~the~~faith ~~Company~~negotiation inafter ~~the~~receipt ~~amount~~ of ~~$207,651~~a ~~including interest;~~third ~~and~~party ~~(ii)~~appraisal. inThe ~~installment~~closing ~~payments by the Company~~ of ~~$50,000~~this ~~per~~transaction ~~month~~is ~~over~~subject ~~the~~to ~~next~~definitive documentation 12and ~~months commencing on~~ the ~~first month~~satisfaction ~~anniversary~~ of ~~the~~all ~~Closing~~conditions ~~Date~~set ~~and~~forth ~~continuing~~therein, onand ~~each~~was ~~subsequent~~expected ~~month~~to ~~anniversary~~occur ~~for~~in 11late ~~consecutive~~July ~~months.~~2014; ~~The~~however, ~~transaction~~definitive ~~was~~documentation ~~scheduled~~have tonot ~~close~~been ~~no later than August 31~~completed, ~~2013~~needed ~~per~~funds ~~the~~have ~~Share~~not ~~Purchase~~been ~~Agreement.~~secured Asand ~~the~~closing ~~Company~~ has ~~been~~not ~~unable~~occurred toas ~~satisfactorily complete~~of ~~its~~the ~~due~~date ~~diligence,~~of this ~~transaction has been cancelled~~filing.

~~On August~~Unless ~~27, 2013,~~ the ~~Company~~context ~~held a Special Meeting of Shareholders. At the Special Meeting, the Shareholders of the~~otherwise ~~Company approved the change in the Corporation’s name from Wikifamilies~~requires, ~~Inc.~~references to ~~Gepco,~~the ~~Ltd.~~“Company” Onmean ~~September 11, 2013,~~ the Company ~~filed~~and ~~an amendment to~~ its ~~Articles~~wholly-owned ofsubsidiary ~~Incorporation to~~GemVest, ~~inter alia , change its name to Gepco,~~ Ltd. ~~from Clairnet, Ltd. (Wikifamilies, Inc.)~~ In ~~conjunction with~~ the ~~amendment, the Company filed with FINRA to change its name and ticker symbol. Effective~~context ~~October~~of 8,Common ~~2013~~Stock, ~~the~~notes ~~Company’s~~and ~~common~~other ~~stock~~securities, ~~which~~references ~~was~~to ~~previously traded under~~ the ~~ticker symbol~~ “~~WFAM~~Company” onmean ~~the OTCQB market~~Gepco, ~~began~~Ltd. ~~trading~~unless ~~under~~otherwise ~~the new ticker symbol “GEPC”~~stated.

On October 15, 2013, the Company entered into a Stock Purchase Agreement with Gemvest, Ltd. (the “Seller”) pursuant to which the Company shall purchase 100% of the issued and outstanding capital stock (“Shares”) of Gemvest, Ltd., a Nevada corporation (“Gemvest”). The purchase price for the Shares shall be 150,000,000 shares of the Company’s Common Stock. Closing of the agreement is subject to several closing conditions and is expected to occur on November 30, 2013 but no later than December 31, 2013.

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

NOTE 2: GOING CONCERN

The Company ~~has~~commenced ~~not~~generating ~~generated any significant~~revenues ~~revenue~~in ~~since~~March ~~inception~~2014 and has funded its operations primarily through the issuance of equity. WeAs ~~are~~shown ~~presently~~in athe ~~shell~~accompanying ~~corporation~~consolidated ~~with~~financial nostatements, ~~operations~~the ~~and~~Company nohas ~~revenues.~~a Welimited ~~are~~operating inhistory ~~the~~and ~~process~~limited ofcash ~~identifying~~flow and has an ~~operating~~accumulated ~~entity~~deficit toduring ~~acquire~~development stage of $545,263 at June 30, 2014. Accordingly, the Company’s ability to identify and accomplish a business strategy and to ultimately achieve profitable operations is solely dependent upon its ability to obtain additional debt or equity financing.

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

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The accompanying consolidated financial statements include the accounts of Gepco, Ltd. and ~~until~~ its ~~disposition, its formerly~~ 100% wholly-owned subsidiary, ~~Wikifamilies SA~~GemVest, Ltd. All intercompany balances and transactions have been eliminated in consolidation. ~~The~~ ~~accompanying~~As the Company was a shell company prior to the acquisition of GemVest, GemVest is the acquirer for accounting purposes, and future financial reporting shall be set forth as if GemVest acquired ~~statements~~the ~~have~~Company. ~~been~~GemVest, ~~prepared~~Ltd. was incorporated on October 2, 2013 in ~~conformity~~the ~~with~~State ~~accounting~~of ~~principles~~Nevada. GemVest ~~generally~~is ~~accepted~~a start-up development stage company that began selling and brokering high end rare investment grade diamonds in the ~~United~~first ~~States~~quarter of ~~America~~2014, but had no revenue or significant expenses from its inception through December 31, 2013.

~~Foreign Currency Translation~~7

The financial statements of the Company’s formerly 100% wholly-owned subsidiary, Wikifamilies SA, were measured using the local currency (the Swiss Franc (CHF) is the functional currency). Assets and liabilities of Wikifamilies SA were translated at exchange rates as of the balance sheet date. Revenues and expenses were translated at average rates of exchange in effect during the period. The resulting cumulative translation adjustments were recorded as a component of comprehensive income (loss), included as a separate item in the statement of operations.Estimates

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

InCash ~~accordance~~and ~~with~~cash Accounting Standards Codification Topic No. 205-20 “Presentation of Financial Statements – Discontinued Operations” (ASC 205-20), the results of operations of a component of the entity that either has been disposed of or is classified as held for sale is reported as discontinued operations if both of the following conditions are met:equivalents

a. The ~~operations~~Company ~~and~~considers all cash on ~~flows~~hand ofand ~~the~~in ~~component~~banks, ~~have~~including ~~been~~accounts ~~(or~~in ~~will~~book ~~be)~~overdraft ~~eliminated~~positions, ~~from~~certificates ~~the~~of ~~ongoing~~deposit ~~operations~~and other highly- liquid investments with maturities of ~~the~~three ~~entity~~months asor aless, ~~result~~when ofpurchased, ~~the~~to ~~disposal~~be ~~transaction~~cash and cash equivalents.

b. The entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

In a period in which a component of an entity either has been disposed of or is classified as held for sale, the income statement of the Company for current and prior periods will report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The results of operations of a component classified as held for sale shall be reported in discontinued operations in the period(s) in which they occur.

Revenue Recognition

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

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

evidence of an arrangement exists;

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

transaction costs can be reliably measured;

the selling price is fixed or determinable; and

collectability is reasonably assured.

8The Company may, at its option, allow customers to return merchandise for a cash refund or credit, less a restocking fee. During the three months ended June 30, 2014 the Company allowed a customer to return an item sold for $100,000 less a 25% restocking fee. The net return of $75,000 was booked as a credit to revenue for the quarter.

~~Property and Equipment~~Inventory

~~Property~~Inventory, which consists primarily of diamonds, gemstones and ~~equipment~~diamond and gemstone jewelry, is stated at the lower of cost or market. Cost is determined by the specific ~~less~~identification ~~accumulated~~method. ~~depreciation~~The specific identification method requires a business to identify each unit of merchandise with the unit's cost and ~~impairment~~retain that identification until the inventory is sold. ~~Land~~Once a specific inventory item is ~~not~~sold, ~~depreciated.~~the ~~Repairs~~cost ~~and~~of ~~maintenance~~the ~~are~~unit ~~charged~~is assigned to ~~operations~~cost asof ~~incurred~~goods sold.

~~Property~~The ~~and~~Company ~~equipment~~evaluates isthe ~~depreciated on~~need ato ~~straight-line~~record ~~basis~~adjustments ~~over~~for ~~its~~impairment ~~expected~~of ~~useful life~~inventory. ~~The~~As ~~depreciation~~of ~~methods~~June 30, ~~and~~2014, ~~estimated~~the ~~remaining~~Company ~~useful~~has ~~lives~~not ~~are~~needed ~~reviewed at~~to ~~least~~adjust ~~annually~~for impairment.

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

Estimates

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

Fair Value of Financial Instruments

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

Investments

Investments presently consist of funds invested in debt securities available for sale. Investments are recorded at their amortized cost basis in accordance with Accounting Standards Codification 320 “Investments – Debt and Equity Securities” (ASC 320). Investments in debt securities that are classified as available for sale and equity securities that have readily determined fair values that are classified as available for sale are measured subsequently at fair value.

Intangible Assets

In accordance with Accounting Standards Codification Topic 985-20 “Costs of Software to be Sold, Leased or Marketed” (ASC 985-20), the Company has capitalized development costs incurred after the technological feasibility of our Wikifamilies.com product had been established until the product was available for general release to customers. In accordance with Accounting Standards Codification Topic 350-20 "Intangibles - Goodwill and Other" (ASC 350-20) intangible assets that have finite lives are amortized over the period during which the asset is expected to contribute directly or indirectly to future cash flows of the entity (useful lives).

Beneficial Conversion Feature of Convertible Notes Payable

The convertible feature of certain of our convertible notes payable provides for a rate of conversion that was at market value at the time of issuance but below market value at market close on the same day. Such feature is normally characterized as a “Beneficial Conversion Feature” (“BCF”). Pursuant to Accounting Standards Codification Topic 470-20-25 “Debt” (ASC 470-20-25), the estimated fair value of the BCF is recorded in the consolidated financial statements as a discount from the face amount of the notes. Such discounts are amortized to accretion of convertible debt discount over the term of the notes (or conversion of the notes, if sooner).

At ~~September~~the ~~30,~~issuance of a series of convertible notes in 2013 and 2014 the Company recorded a total debt discount of $~~221~~280,~~125~~185. ~~During~~As ~~the~~of ~~nine~~June ~~months ended September~~ 30, ~~2013~~2014, the Company has recorded amortization of the BCF in connection with these convertible notes with a principal value of $~~276~~325,~~875~~638 in the amount of $94280,~~582~~185. This ~~amount~~amortization has been reported after the Acquisition as a component of interest expense in the amount of $130,883 in the consolidated statement of operations and prior to the Acquisition as a component of retained earnings in the amount of $149,302 on the consolidated balance sheet. The debt discount balance at ~~September~~June 30, ~~2013~~2014 was $~~126,542~~0 net of amortization.

~~Other Comprehensive Income~~8

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

9Accounts receivable are recorded at the invoiced amount. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in existing accounts receivable. The Company determines the allowance based on historical write-off experience and customer specific data. If an amount has not been settled within its contractual payment term then it is considered past due. The Company reviews the allowance for doubtful accounts regularly and past due balances are reviewed for collectability. Account balances are charged off against the allowance when the Company believes that the amount will not be recovered.

~~Income~~The ~~Taxes~~Company analyzes accounts receivable and historical bad debts, customer credit-worthiness, current economic trends, and changes in its customer payment terms and collection trends when evaluating the adequacy of its allowance for doubtful accounts. Any change in the assumptions used in analyzing a specific account receivable may result in an additional allowance for doubtful accounts being recognized in the period in which the change occurs.

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings (Loss) Per Share

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

~~Basic~~NOTE ~~EPS~~4: ~~is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding~~GEMVEST, ~~assuming all dilutive potential common shares were issued~~LTD. ACQUISITION

~~NOTE~~On 4:October ~~WIKIFAMILIES~~15, SA2013, ~~ACQUISITION~~the Company ~~AND~~entered ~~DISPOSAL~~into a Stock Purchase Agreement with GemVest pursuant to which the Company purchased 100% of the issued and outstanding capital stock of GemVest, a Nevada corporation in exchange for 150,000,000 shares of the Company’s restricted Common Stock which at closing represented approximately 77.49% of the Company’s outstanding Common Stock.

OnSubsequent ~~March~~to ~~23,~~closing ~~2011,~~of the Acquisition, ~~Company~~GemVest ~~entered into~~became ana ~~Exchange~~wholly ~~Agreement~~owned ~~(the~~subsidiary ~~“Exchange~~of ~~Agreement”)~~the ~~with~~Company. ~~Wikifamilies~~For SAaccounting purposes, aGemVest ~~corporation~~is ~~organized~~deemed ~~under~~ the ~~laws~~accounting ofacquirer. ~~Switzerland,~~As ~~and~~a result, the ~~shareholders~~business ofand ~~Wikifamilies~~financial ~~SA,~~information ~~Malcolm~~included ~~Hutchinson,~~in ~~Robert~~the ~~Coleridge,~~report ~~Rigosa~~is ~~Finance~~the ~~Limited,~~business and TCfinancial ~~Holdings~~information ~~LLC~~of ~~(collectively,~~GemVest ~~the~~prior ~~“Wikifamilies~~to SADecember ~~Shareholders”).~~6, ~~Pursuant~~2013 toand the ~~Exchange~~combined ~~Agreement,~~entity onafter ~~May~~December 206, ~~2011,~~2013. ~~the~~The ~~Company purchased~~assets ~~all~~and liabilities of ~~the~~both ~~outstanding~~companies were ~~securities~~retained as of ~~Wikifamilies~~December SA6, ~~from~~2013 while the ~~Wikifamilies~~stockholder’s SAequity ~~Shareholders~~of inthe ~~exchange~~Company ~~for~~prior anto ~~aggregate amount~~the ofacquisition ~~31,500,000~~was ~~shares~~eliminated with the exception of ~~Common~~accumulated ~~Stock~~deficit ofthat exceeded the ~~Company,~~additional ~~valued~~paid atin ~~approximately~~capital $balance.24 ~~per~~Such ~~share,~~retained ~~(“Wikifamilies,~~losses ~~Inc. Shares”),~~in ~~which~~the atamount of ~~closing~~$368,775 ~~represented~~are ~~approximately~~included ~~67.99%~~as ofa ~~the~~deficit ~~Company’s~~assumed ~~outstanding~~at ~~Common Stock~~merger.

AsNOTE a5: ~~result~~CONVERTIBLE of the Wikifamilies acquisition, Wikifamilies SA became a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the merger was treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.NOTES

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement (the “Wikifamilies SA Rescission Agreement”), whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was rescinded by mutual agreement. This Wikifamilies SA Rescission Agreement unwinds the March 23, 2011, Exchange Agreement between the two parties. Wikifamilies SA agreed to return the remaining 26,925,000 shares of common stock in their possession to the Company’s treasury, being the full remaining balance of the original 31,500,000 shares of common stock tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The ~~Wikifamilies~~ SAfollowing ~~founders~~table ~~retained~~sets ~~all~~forth ~~assets and liabilities of Wikifamilies SA and~~ the ~~Company~~outstanding ~~forgave~~Convertible ~~all~~Note ~~intercompany~~indebtedness ~~loans from the Company to Wikifamilies SA in full compensation for non-payment~~ of ~~salaries, fees and other expenses owed to~~ the ~~founders. The income statement of the~~ Company ~~for~~at ~~current and prior periods now report~~ the ~~results~~date ~~of operations of Wikifamilies SA, including any gain or loss recognized, in discontinued operations.~~indicated:

	Principal at December 31, 2013	Accrued Interest	Balance at December 31, 2013	Unamortized Debt Discount		Convertible Note Balance at December 31, 2013
Suprafin, Ltd.	131,461	10,317	141,778	(67,942	)	73,836
Sunatco, Ltd.	85,150	2,520	87,670	(41,556	)	46,114

Total convertible notes	216,611	12,837	229,448	(109,498	)	119,951

Principal at June 30, 2014

Accrued Interest

Balance at June 30, 2014

Unamortized Debt Discount

Convertible Note Balance at June 30, 2014

Suprafin, Ltd.

–

Sunatco, Ltd.

–

Total convertible notes

–

On April 16, 2013 the Board of Directors elected to issue Convertible Notes to Trisha Malone in the amount of $40,000 for past services rendered which had been previously been recorded as accrued salaries, see NOTE 8: RELATED PARTY TRANSACTIONS, to Walker River Investments Corp. for costs paid for the custodianship proceeding in the amount of $44,177, and to Suprafin, Ltd. in the amount of $141,461 for past expenses paid on behalf of the Company which had previously been recorded as note payable, see NOTE 6: NOTES PAYABLE. These Convertible Notes were convertible into shares of the Company’s Common Stock at $.005 per share.

On April 16, 2013 Trisha Malone requested that her $40,000 Convertible Note be converted to 8,000,000 shares of restricted Common Stock, and Walker River Investments Corp. requested that their $44,177 Convertible Note be converted to 8,835,480 shares of Common Stock. As these Convertible Notes were converted within the conversion term, there was no gain or loss on the conversion.

The Company accrued interest at 10% per annum on the Convertible Note for Suprafin, Ltd. On October 15, 2013 Suprafin, Ltd. elected to convert $10,000 of their Note with the Company into 2,000,000 shares of the Company’s Common Stock. On January 13, 2014 Suprafin, Ltd. elected to convert $15,000 of their Convertible Note with the Company into 3,000,000 shares of the Company’s Common Stock. On February 5, 2014 Suprafin, Ltd. elected to convert $113,350 of their Convertible Note with the Company into 22,670,000 shares of the Company’s Common Stock. On April 23, 2014, Suprafin and the Company agreed to allow for repayment of the remaining unconverted principal balance of $3,111 and accrued interest of $11,820 to be repaid in cash and that the convertible feature of the Convertible Note was extinguished. The Convertible Note was then reclassified to a note payable. $12,500 of the note was repaid in cash on April 24, 2014 leaving a balance due of $2,431 which was no longer convertible.

On August 21, 2013 the Board of Directors elected to issue a Convertible Note to Sunatco, Ltd. up to $100,000 for loans for expenses paid on behalf of the Company. Through June 30, 2014, Sunatco, Ltd. loaned the Company a total of $100,000 for working capital needs including $37,601 in past expenses paid on behalf of the Company which had previously been recorded as note payable, see NOTE 7: NOTES PAYABLE. These Convertible Notes are convertible into shares of the Company’s Common Stock at $.01 per share. The Company accrued interest at 10% per annum on the Convertible Note for Sunatco, Ltd. On February 5, 2014 Sunatco, Ltd. elected to convert $10,000 of its Convertible Note with the Company into 1,000,000 shares of the Company’s Common Stock. On March 18, 2014 Sunatco, Ltd. elected to convert $10,000 of its Convertible Note with the Company into 1,000,000 shares of the Company’s Common Stock. On April 9, 2014, Sunatco, Ltd. elected to convert the entire $80,000 principal balance of their debt and $5,072 in accrued interest into 8,507,235 shares of Common Stock. The balance of the Convertible Note was $0 as of June 30, 2014.

The Company evaluated beneficial conversion features as of issuance date of these four Convertible Notes and recorded total debt discount in the amount of $280,185. Debt discount is amortized over term of the Convertible Notes or at conversion of the note if earlier. As of June 30, 2014 $130,883 of the debt discount had been fully amortized leaving a balance of $0 unamortized.

Assets and Liabilities Disposed Of	Amount
Cash	$	22,811
Prepaid expenses		3,539
Accounts payable		(38,300	)
Accrued expenses		(12,136	)
Accrued salaries		(219,175	)
Net assets disposed of	$	(243,261	)

NOTE 6: NOTES PAYABLE

The ~~26,925,000~~ ~~shares~~following oftable ~~common~~sets ~~stock~~forth ~~returned~~the tooutstanding ~~the~~advances ~~Company’s~~and ~~treasury~~notes bypayable ~~Wikifamilies~~indebtedness SAof ~~were~~the ~~cancelled~~Company byat the ~~Company.~~date indicated:

NOTE 5: FAIR VALUE OF FINANCIAL INSTRUMENTS

December 31, 2013

Principal

Accrued Interest

Note Balance

Advances payable:

Suprafin, Ltd.

1,261

–

1,261

Notes payable related parties:

Thomas Hudson

50,000

–

50,000

Total notes payable

51,261

–

51,261

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10 35-37 are described below:


	June 30, 2014
		Principal	Accrued Interest	Note Balance
Advances payable:
Sunatco, Ltd.		10,000	–	10,000

Notes payable		10,000	77	10,077

Notes payable related parties:
Thomas Hudson		50,000	–	50,000
Ronald Loshin		250,000	5,445	255,445
Suprafin, Ltd.		2,431	–	2,431
		302,431	5,445	307,876

Total notes payable		322,431	5,522	327,953

~~Level~~Through 1December ~~Quoted~~31, ~~market~~2012 ~~prices available~~Suprafin, Ltd. had loaned the Company a total of $103,944 for working capital needs and assumed $38,565 in ~~active~~loans ~~markets~~due for ~~identical~~a ~~assets~~total orloan ~~liabilities~~balance of $142,509 as of December 31, 2012. These loans were provided at no interest, payable on demand. On April 16, 2013 the ~~reporting~~Board ~~date~~of Directors elected to issue a Convertible Note to Suprafin, Ltd. for past expenses paid totaling $141,461, the total amount due to Suprafin, Ltd. as of April 16, 2013. This note is convertible into shares of the Company’s Common Stock at $.005 per share. The balance due to Suprafin, Ltd. under the original loan not replaced by the Convertible Note is $1,261. See NOTE 5: CONVERTIBLE NOTES. This balance was repaid to Suprafin, Ltd. during the three months ended June 30, 2014.

~~Level~~Through 2August ~~Pricing~~21, ~~inputs~~2013 ~~other~~Sunatco, Ltd. ~~than~~had ~~quoted~~loaned the Company a total of $37,601 for working capital needs. These loans were provided at no interest, payable on ~~prices~~demand. inOn ~~active~~August ~~markets~~21, ~~included~~2013 inthe ~~Level~~Board 1of Directors elected to issue a Convertible Note to Sunatco, ~~which~~Ltd. ~~are~~up ~~either~~to ~~directly~~$100,000 orfor ~~indirectly~~expenses paid ~~observable~~on asbehalf of the ~~reporting~~Company. This note is convertible into shares of the Company’s Common Stock at $.01 per share. See NOTE 5: CONVERTIBLE NOTES. Sunatco, Ltd. has loaned the Company a total of $110,000 to date, $100,000 in Convertible Notes and $10,000 as an additional loan at no interest and no set repayment terms.

~~Level~~On 3February ~~Pricing~~14, ~~inputs~~2012, former Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was originally due on September 30, 2012. On August 17, 2012 Mr. Hudson agreed to extend the due date to September 30, 2012. The loan is currently in default. Should the Company, at its sole discretion, decide that ~~are~~it ~~generally~~is not in a financial position to repay said funds in currency, both ~~observable~~parties ~~inputs~~mutually agree that said amount repayable may be converted into common shares of the Company calculated at a rate per share of twenty five cents per share or at eighty percent (80%) of the previous week’s averaged closing price, whichever is the lesser. If the Company does not repay the loan in cash, as a penalty it shall provide Lender with one hundred thousand (100,000) warrants enabling him to purchase one hundred thousand (100,000) shares of Common Stock at a redemption price of twenty five cents ($.25) per share. Redemption of such warrants in entirety or in part is at the sole discretion of Lender. By way of interest on such loan, Lender shall be provided with two hundred thousand (200,000) warrants enabling him to purchase two hundred thousand (200,000) shares of Common Stock at a redemption price of twenty cents ($.20) per share being a total of forty thousand dollars ($40,000). Redemption of such warrants in entirety or in part is at the sole discretion of Lender. The options shall remain valid for a period of three years from the date of this Agreement, after which they shall become null and void. As the warrants were in lieu of interest, we recorded an interest expense as of December 31, 2012 of $37,487. The fair value of the warrants in lieu of interest expenses is valued using Black-Sholes option-pricing model. The loan was not ~~corroborated~~repaid byas ~~market~~of ~~data~~June 30, 2014.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at September 30, 2013.

In accordance with ASC 820, the following table presents the Company’s fair value hierarchy for its financial assets (investments) as of September 30, 2013 and December 31, 2012:

Level	September 30, 2013	December 31, 2012
Level 1	–	–
Level 2	–	–
Level 3	–	–

NOTE 6: FIXED ASSETS

In 2012 the Company purchased computer equipment in the amount of $873. The Company determined it was necessary to record an impairment of this asset as of December 31, 2012. The $873 is part of the total asset impairment recorded by the Company for the year ended December 31, 2012.

Asset Classification	September 30, 2013		December 31, 2012
Computer Equipment	$	–	$	873
		–		873
Less Accumulated Depreciation		–		–
Less Impairment		–		(873	)
Net Book Value	$	–	$	–

On January 22, 2014, director Ronald Loshin loaned the Company a total of $250,000 for the purchase of inventory under a Promissory Note. The Promissory Note accrues interest at 5% per annum and the principal and accrued interest is due and payable immediately upon the sale of the investment grade diamond purchased with the funds received. Accrued interest in the amount of $5,445 is included in Mr. Loshin’s note balance of $255,445 as of June 30, 2014.

~~NOTE~~On 7April 23, 2014, Suprafin and the Company agreed to allow for repayment of the remaining unconverted principal balance of a convertible note, see Note 5: CONVERTIBLE NOTES, in the amount of $3,111 and accrued interest of $11,820 to be repaid in cash and that the convertible feature ~~PAYABLE~~of the Convertible Note was extinguished. The Convertible Note was then reclassified to a note payable. $12,500 of the note was repaid in cash on April 24, 2014 leaving a balance due of $2,431 which was no longer convertible.

~~Through~~On ~~September 30~~June 6, ~~2013 Suprafin~~2014, ~~Ltd.~~GemVest ~~loaned~~entered into a note payable for the ~~Company~~purchase of inventory for a total of $~~103~~10,~~944~~000. ~~for~~The ~~working~~Note ~~capital~~principal ~~needs~~is ~~and~~secured ~~assumed~~by ~~$38,565~~cash in ~~loans due for~~GemVest’s abank ~~total~~account ~~loan~~and ~~balance~~by ofinvestment ~~$142,509~~grade asdiamonds ofand ~~September~~other ~~30,~~gems ~~2013~~in inventory. ~~These~~The ~~loans~~Note ~~were~~has ~~provided~~a atfive noyear ~~interest,~~term ~~payable~~and onbears ~~demand.~~interest Onat ~~April~~the ~~16,~~rate ~~2013~~of ~~the~~11.75% ~~Board~~per ofannum ~~Directors~~payable ~~elected~~quarterly toin ~~issue~~arrears. aDuring ~~Convertible~~the ~~Note~~first tofive ~~Suprafin,~~business ~~Ltd.~~days ~~for~~of ~~loans~~any ~~for~~calendar ~~past~~quarter, ~~expenses~~the ~~paid~~Note ~~totaling~~holder ~~$141,461,~~may notify the ~~total~~Company ~~amount~~in ~~due~~writing to(“Prepayment ~~Suprafin,~~Notice”) ~~Ltd.~~of asits demand for prepayment of ~~April~~any ~~16,~~part ~~2013.~~or ~~This~~whole ~~note~~of the isthen ~~convertible~~existing ~~into~~principal ~~shares~~amount of the Note (“Principal Prepayment”). The Company’s ~~Common~~must ~~Stock~~make atsuch ~~$.005~~Principal ~~per~~Prepayment in ~~share.~~cash ~~The~~no ~~balance~~later ~~due~~than tothe ~~Suprafin,~~15th ~~Ltd.~~calendar ~~under~~day of the ~~original~~calendar ~~loan~~quarter ~~not~~following ~~replaced~~the by quarter in which the ~~Convertible~~Prepayment ~~Note~~Notice iswas ~~$1,261~~given.

~~Through~~NOTE ~~September~~7: ~~30, 2013~~RELATED ~~Sunatco,~~PARTY Ltd. loaned the Company a total of $51,237 for working capital needs. These loans were provided at no interest, payable on demand. On August 21, 2013 the Board of Directors elected to issue a Convertible Note to Sunatco, Ltd. up to $100,000 for loans for expenses paid on behalf of the Company. This note is convertible into shares of the Company’s Common Stock at $.01 per share.TRANSACTIONS

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was originally due on September 30, 2012. On August 17, 2012 Mr. Hudson agreed to extend the due date to September 30, 2012. The loan is currently in default. Should the Company, at its sole discretion, decide that it is not in a financial position to repay said funds in currency, both parties mutually agree that said amount repayable may be converted into common shares of the Company calculated at a rate per share of twenty five cents per share or at eighty percent (80%) of the previous week’s averaged closing price, whichever is the lesser. If the Company does not repay the loan in cash, as a penalty it shall provide Lender with one hundred thousand (100,000) options enabling him to purchase one hundred thousand (100,000) shares of Common Stock at a redemption price of twenty five cents ($.25) per share. Redemption of such options in entirety or in part is at the sole discretion of Lender. By way of interest on such loan, Lender shall be provided with two hundred thousand (200,000) options enabling him to purchase two hundred thousand (200,000) shares of Common Stock at a redemption price of twenty cents ($.20) per share being a total of forty thousand dollars ($40,000). Redemption of such options in entirety or in part is at the sole discretion of Lender. The options shall remain valid for a period of three years from the date of this Agreement, after which they shall become null and void. As the options were in lieu of interest, we recorded an interest expense as of December 31, 2012 of $37,487. The fair value of the options in lieu of interest expenses is valued using Black-Sholes option-pricing model. The loan was not repaid as of September 30, 2013.

NOTE 8: CONVERTIBLE NOTES

On April 16, 2013 the Board of Directors elected to issue Convertible Notes to Trisha Malone in the amount of $40,000 for past services rendered which had been previously been recorded as accrued salaries, see Note 9: RELATED PARTY TRANSACTIONS, to Walker River Investments Corp. for costs paid for the custodianship proceeding in the amount of $44,177, and to Suprafin, Ltd. in the amount of $141,461 for past expenses paid on behalf of the Company which had previously been recorded as note payable, see Note 7: NOTES PAYABLE. These Convertible Notes are convertible into shares of the Company’s Common Stock at $.005 per share. The Company evaluated beneficial conversion feature as of issuance date of the Convertible Notes and recorded debt discount in the amount of $221,125. Debt discount is amortized over term of the Convertible Notes or at conversion of the note if earlier.

On April 16, 2013 Trisha Malone requested that her $40,000 Convertible Note be converted to 8,000,000 shares of Common Stock, and Walker River Investments Corp. requested that their $44,177 Convertible Note be converted to 8,835,480 shares of Common Stock. As these Convertible Notes were converted within the conversion term, there was no gain or loss on the conversion. The Company imputed interest at 10% per annum on the Convertible Note for Suprafin, Ltd. Imputed interest in the amount of $3,488 was recorded as additional paid in capital as of September 30, 2013. For the nine months ended September 30, 2013, the Company recorded debt discount amortization expenses of $94,582.

On August 21, 2013 the Board of Directors elected to issue a Convertible Note to Sunatco, Ltd. up to $100,000 for loans for expenses paid on behalf of the Company. Through September 30, 2013, Sunatco, Ltd. loaned the Company a total of $51,237 for working capital needs including $37,601 in past expenses paid on behalf of the Company which had previously been recorded as note payable, see Note 7: NOTES PAYABLE. These Convertible Notes are convertible into shares of the Company’s Common Stock at $.01 per share. The $.01 per share represented the closing price of the Company’s Common stock on August 21, 2013 and therefore does not contain a beneficial conversion feature.

NOTE 9: RELATED PARTY TRANSACTIONS

Common Stock Issuances

On ~~June~~April 2716, ~~2008~~2013 the Board of Directors elected to issue Convertible Notes to Trisha Malone in the amount of $40,000 for past services rendered, Suprafin, Ltd. for past expenses paid totaling $141,461, and to Walker River Investments Corp. for costs paid for the custodianship proceeding in the amount of $44,177. These notes are convertible into shares of the Company’s ~~issued~~Common ~~800~~Stock at $.005 per share. Trisha Malone requested that her $40,000 note be converted to 8,000,000 shares of Common Stock, toand ~~Angelique~~Walker deRiver ~~Maison~~Investments Corp. requested that their $44,177 ~~Chief~~note ~~Executive~~be ~~Officer~~converted to 8,835,480 shares of Common Stock. Ms. Malone is an officer and ~~Chair~~director of the ~~Board~~Company and atis therefore a related party. Walker River Investments Corp. owned more than 10% of the ~~time~~Company following the conversion of their note into common stock and may therefore be considered a related party. Zirk de Maison is the husband of Angelique de Maison, ~~for~~our ~~setup~~former ~~costs~~Executive Chairman and therefore may be considered a related party to the Company although Mr. and Mrs. de Maison individually disclaim beneficial ownership of the other’s ~~business~~property ~~plan~~and ininvestments. anMr. ~~amount~~de Maison is the sole officer and shareholder of $5Suprafin,~~000~~ Ltd.

OnAlso ~~March~~on ~~31,~~April ~~2010~~16, 2013 the Board ~~Company~~of ~~issued~~Directors 6granted Trisha Malone 2,000,000 shares of ~~its~~ Common Stock valued at $19,800 as advance payment for services to ~~Ms.~~be deperformed as ~~Maison~~Chief atExecutive ~~the~~Officer, ~~price~~Chief Financial Officer and Secretary of $0the corporation and granted Larry A.08 ~~per~~Zielke ~~share~~1,000,000 ~~for~~shares of aCommon ~~total~~Stock ofvalued at $~~480~~9,~~000 in~~900 ~~cash~~as advance payment for services to be performed as Vice President of the Company.

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

~~Ms.~~On deFebruary ~~Maison~~14, ~~has invested a total of $185~~2012,~~737~~ ~~in monthly installments~~former ~~under~~Director ~~this~~Thomas ~~agreement~~Hudson ~~for~~loaned the ~~purchase~~Company a total of ~~742~~$50,~~947~~000 ~~shares~~for ~~purchased~~working ascapital ofneeds. ~~December~~The ~~31,~~loan ~~2011.~~was ~~Ms.~~due deon ~~Maison~~September ~~resigned~~30, ~~her position~~2012 asand ~~Director~~is ofcurrently ~~the Company~~ in ~~August~~default. ~~2011~~See ~~and~~NOTE ~~presently~~6: ~~has~~NOTES noPAYABLE. ~~obligation~~Mr. toHudson ~~purchase~~is ~~any~~no ~~additional~~longer ~~shares~~a ~~under~~director ~~this~~of ~~agreement~~the Company.

On ~~February~~April 716, ~~2012~~2013, the Board of Directors ~~of the Company~~ elected to issue ~~equity~~a ~~awards~~Convertible Note to ~~directors~~Suprafin, Ltd. for loans for past expenses paid totaling $141,461, the total ~~Thomas~~amount ~~Hudson~~due ~~and~~to ~~Stephen~~Suprafin, ~~Brown~~Ltd. ~~150~~as of April 16,~~000~~ ~~restricted~~2013. This note was convertible into shares of the Company’s Common Stock ~~were~~at $.005 ~~issued~~per toshare. MrSuprafin, Ltd. ~~Hudson~~elected ~~and~~to ~~100~~convert a total of $138,350 of their Note with the Company into 27,670,000 shares of the Company’s Common Stock ~~were~~leaving ~~issued~~a toprincipal ~~Mr.~~balance ~~Brown~~due of $3,111. ~~Market~~On ~~value~~April on23, 2014, Suprafin and the ~~day~~Company agreed to allow for repayment of the ~~grants~~remaining ~~was~~unconverted principal balance of the Convertible Note, see Note 5: CONVERTIBLE NOTES, in the amount of $~~0.35~~3,111 ~~per~~and ~~share~~accrued interest of $11,820 to be repaid in cash and that the convertible feature of the Convertible Note was extinguished. The ~~value~~Convertible ofNote ~~these~~was ~~shares~~then atreclassified to a note payable. $12,500 of the ~~market~~note was repaid in cash on April ~~price~~24, 2014 leaving a balance due of $2,431 which was ~~recorded~~no aslonger ~~compensation~~convertible. ~~expense~~See NOTE 6: NOTES PAYABLE.

On July 10, 2012 the Board of Directors of the Company elected to issue equity awards in lieu of partial payment to director and Chief Financial Officer Trisha Malone, and Corporate Counsel, David Price. 250,000 restricted shares of Common Stock were issued to both Ms. Malone and Mr. Price. The fair market value closing price on the day of the grants was $0.098 per share. The value of these shares at the market closing price was recorded as legal and professional fee expense.12

13On August 21, 2013, the Board of Directors elected to issue a Convertible Note to Sunatco, Ltd. for up to $100,000 for loans for expenses paid on behalf of the Company. This note was convertible into shares of the Company’s Common Stock at the rate of $0.01 per share. $100,000 had been borrowed under this note as of June 30, 2014. Sunatco, Ltd. elected to convert of the entire $100,000 of their Note with the Company plus $5,072 in accrued interest into 10,507,235 shares of the Company’s Common Stock. See NOTE 5: CONVERTIBLE NOTES and NOTE 6: NOTES PAYABLE. Mr. de Maison is the sole officer and shareholder of Sunatco, Ltd.

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was Rescinded by Mutual agreement. This Rescission unwound the March 23, 2011, Exchange Agreement between the two parties, and Wikifamilies SA agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders.

On April 16, 2013 the Board of Directors elected to issue Convertible Notes to Trisha Malone in the amount of $40,000 for past services rendered, Suprafin, Ltd. for past expenses paid totaling $141,461, and to Walker River Investments Corp. for costs paid for the custodianship proceeding in the amount of $44,177. These notes are convertible into shares of the Company’s Common Stock $.005 per share. Trisha Malone requested that her $40,000 note be converted to 8,000,000 shares of Common Stock, and Walker River Investments Corp. requested that their $44,177 note be converted to 8,835,480 shares of Common Stock.

Also on April 16, 2013 the Board of Directors granted Trisha Malone 2,000,000 shares of Common Stock valued at $19,800 as advance payment for services to be performed as Chief Executive Officer, Chief Financial Officer and Secretary of the corporation and granted Larry A. Zielke 1,000,000 shares of Common Stock valued at $9,900 as advance payment for services to be performed as Vice President of the Corporation.

Capital Contribution

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

Loans from Thomas Hudson

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was due on September 30, 2013 and is currently in default. See Note 7: Notes Payable.

Loans from Angelique de Maison

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

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

From November 2011 through June 2012, Ms. de Maison loaned the Company a total of $38,565 for working capital needs. These loans were provided at no interest, payable on demand. Ms. de Maison subsequently assigned her interest in these loans to Suprafin, Ltd. and the balance due to Ms. de Maison is $0 as of December 31, 2012.

Accrued Salaries

~~All~~On ~~unpaid~~April ~~accrued~~16, ~~salaries due~~2013, tothe ~~Wikifamilies~~Board of SADirectors ~~employees~~elected ~~were~~to ~~cancelled~~issue ~~with~~a ~~the~~Convertible ~~Wikifamilies~~Note SAto ~~Rescission~~Trisha ~~Agreement~~Malone in ~~which~~ the ~~Wikifamilies~~amount SAof ~~founders retained~~$40,000 ~~all~~for ~~assets~~accrued ~~and~~salaries ~~liabilities~~for ofpast ~~Wikifamilies~~services rendered SA and on the ~~Company~~same ~~forgave~~day ~~all~~Trisha ~~intercompany~~Malone ~~loans~~requested ~~from~~that ~~the~~her ~~Company~~Convertible Note be converted to ~~Wikifamilies~~shares of Common Stock. As of June SA30, in2014 ~~full~~there ~~compensation~~was ~~for~~$3,316 ~~non-payment~~in ofaccrued salaries, ~~fees~~due ~~and~~included ~~other~~as ~~expenses~~a ~~owed~~component toof ~~the~~Accounts ~~founders~~Payable.

NOTE 8: COMMON STOCK

The authorized capital stock of Gepco, Ltd. consists of 250,000,000 shares of Common Stock, $0.001 par value per share, and 15,000,000 shares of Preferred Stock, par value of $0.001 per share. At June 30, 2014, there were outstanding 156,109,790 shares of Common Stock and no shares of Preferred Stock.

On February 14, 2012, the Company issued 200,000 warrants for the purchase of 200,000 shares of Common Stock at a redemption price of twenty cents ($.20) per share in connection with a loan agreement. Redemption of such warrants in entirety or in part is at the sole discretion of warrant holder. The warrants shall remain valid for a period of three years from the date of the loan or February 14, 2015, after which they shall become null and void. See NOTE 6: NOTES PAYABLE.

The following is a summary of warrant activity for the six months ended June 30, 2014:

Number of Shares

Weighted Average Exercise Price

Weighted Average Remaining Life

Outstanding - December 6, 2013:

200,000

0.20

14.5 months

Warrants Issued

–

Warrants Exercised

–

Outstanding - December 31, 2013:

200,000

0.20

13.7 months

Warrants Issued

–

Warrants Exercised

–

Outstanding - June 30, 2014

200,000

0.20

7.6 months

On December 6, 2013, the Company issued 150,000,000 (75,000,000 post retroactive effect of the July 8, 2014 cancelled shares). shares of Common Stock to the shareholders of GemVest, Ltd. upon closing of the Stock Purchase Agreement with GemVest, Ltd. as described in NOTE 4: GEMVEST ACQUISITION.

From October 15, 2013 through June 30, 2014, Suprafin, Ltd. elected to convert a total of $138,350 of their Note with the Company into 27,670,000 shares of the Company’s Common Stock ($10,000 of this Note was converted and 2,000,000 shares were issued prior to the reverse merger and are included as a component of the effect of the reverse merger). See NOTE 5: CONVERTIBLE NOTES and NOTE 6: NOTES PAYABLE.

From February 5, 2013 through June 30, 2014, Sunatco, Ltd. elected to convert a total of $105,072 of their Note with the Company into 10,507,235 shares of the Company’s Common Stock. A $14,850 beneficial conversion feature on this Note was recorded as additional paid in capital during the six months ended June 30, 2014. See NOTE 5: CONVERTIBLE NOTES and NOTE 6: NOTES PAYABLE.

On October 15, 2013, the Board of Directors approved the sale of up to 15,000,000 shares of Common Stock at a price of $0.10 per share. The sale of such shares began in March of 2014 with 1,350,000 shares sold as of June 30, 2014.

Subsequent to the quarter ended June, 30, 2014, on July 8, 2014, Angelique de Maison resigned as the Executive Chairman of the Company and its wholly owned subsidiary, Gemvest, Ltd. In conjunction with such resignations, Ms. de Maison is returning to the Company the 75 million shares of Company common stock issued to her as part of the December 6, 2013 reverse merger transaction. Said return of shares will cover any shares due back to the Company under the “claw back” provision should GemVest not reach its stated net income goals. Due to the fact that these shares will be cancelled without the exchange of consideration, the Company considered this a change in capital structure. In accordance with SAB Topic 4-C, the Company recorded the cancellation retroactively as of June 30, 2014 as a reduction to common stock at par value with a corresponding increase to additional paid-in capital.

NOTE 9: NEW ACCOUNTING PRONOUNCEMENTS

In January 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-05, Service Concession Arrangements (Topic 853), a consensus of the FASB Emerging Issues Task Force. The objective of the update is to specify that an operating entity should not account for a service concession arrangement within the scope of this update as a lease in accordance with Topic 840, Leases. It is effective for fiscal years beginning after December 15, 2014. The Company does not expect ASU 2014-05 to have a material effect on its financial condition, results of operation, or cash flows.

In June 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-10, Development Stage Entities (Topic 915), Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, amending the FASB Accounting Standards Codification. The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. It is effective for fiscal years beginning after December 15, 2014. The Company does not expect ASU 2014-10 to have a material effect on its financial condition, results of operation, or cash flows.

NOTE 10: SUBSEQUENT EVENTS

Other Events

Effective July 8, 2014, Angelique de Maison has resigned as the Executive Chairman of the Company and its wholly owned subsidiary, Gemvest, Ltd. In conjunction with such resignations, Ms. de Maison is returning to the Company the 75 million shares of Company common stock issued to her as part of the December 6, 2013 reverse merger transaction. Said return of shares will cover any shares due back to the Company under the “claw back” provision should GemVest not reach its stated net income goals.

On April 16, 2013 the Board of Directors elected to issue a Convertible Note to Trisha Malone in the amount of $40,000 for accrued salaries for past services rendered and on the same day Trisha Malone requested that her Convertible Note be converted to shares of Common Stock. As of September 30, 2013 there were no accrued salaries due.

NOTE 10: STOCK-BASED COMPENSATION

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was originally due on September 30, 2012. On August 17, 2012 Mr. Hudson agreed to extend the due date to September 30, 2013. Should the Company, at its sole discretion, decide that it is not in a financial position to repay said funds in currency, both parties mutually agree that said amount repayable may be converted into common shares of the Company calculated at a rate per share of twenty five cents per share or at eighty percent (80%) of the previous week’s averaged closing price, whichever is the lesser. If the Company does not repay the loan in cash, as a penalty it shall provide Lender with one hundred thousand (100,000) options enabling him to purchase one hundred thousand (100,000) shares of Common Stock at a redemption price of twenty five cents ($.25) per share. Redemption of such options in entirety or in part is at the sole discretion of Lender. By way of interest on such loan, Lender shall be provided with two hundred thousand (200,000) options enabling him to purchase two hundred thousand (200,000) shares of Common Stock at a redemption price of twenty cents ($.20) per share being a total of forty thousand dollars ($40,000). Redemption of such options in entirety or in part is at the sole discretion of Lender. The options shall remain valid for a period of three years from the date of this Agreement, after which they shall become null and void. The loan was not repaid as of September 30, 2013. As the options were in lieu of interest, we recorded an interest expense at September 30, 2012 of $37,487, the fair value of the options. The fair value for options granted was estimated at the date of grant using the Black-Scholes option-pricing model was $0.1874.

The fair value for stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model. The assumptions used are as follows:

	February 14, 2012
Expected dividend yield		0	%
Risk-free interest rate		0.40	%
Expected volatility		198.60	%
Expected option life (in years)		1.5

NOTE 11: INCOME TAXES

The Company incurred net losses for the nine months ended September 30, 2013 and therefore had no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved. The cumulative net loss carry forward is approximately $1,056,896 and $1,161,724 as of December 31, 2012 and September 30, 2013 respectively. The Company’s loss carry forward will expire beginning in the year 2028.

NOTE 12: COMMON STOCK

On June 27, 2008, the Company issued 800,000 shares of Common Stock to Angelique de Maison, Chief Executive Officer and Chair of the Board at the time, for setup costs and the Company’s business plan in an amount of $5,000. See Note 9: RELATED PARTY TRANSACTIONS.

In January and February 2009, 513,000 shares of Common Stock were sold to investors at a purchase price of $0.025 per share, for a total of $12,825 in cash. See Note 13: FORWARD SPLIT.

On March 31, 2010, the Company issued 6,000,000 shares of its Common Stock to Ms. de Maison at the price of $0.08 per share, for a total of $480,000 in cash. See Note 9: RELATED PARTY TRANSACTIONS.

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

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

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

In February 2011, 100,000 of Wikifamilies SA shares were issued to the Wikifamilies, S.A founders and were valued at $1 per share. $50,000 CHF was received in cash, and $50,000 CHF was used to settle advances due to related party. The 100,000 shares were recast based on the ratio in the Exchange Agreement. See NOTE 4: WIKIFAMLIES ACQUISITION.

Pursuant to the Stock Purchase Agreement, dated March 23, 2011, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and an additional 600,000 shares of Common Stock at a purchase price of $.25 per share on May 20, 2011 upon closing of the transactions contemplated in the Stock Purchase Agreement. On September 1, 2011, the Company issued an additional 742,947 shares of Common Stock to Angelique de Maison at a purchase price of $.25 per share for monthly installment payments in accordance with this Stock Purchase Agreement. 300,000 shares were issued for cash at $0.25, and 442,947shares valued at $0.25 per share were issued to settle $110,737 in advances due to Ms. de Maison. See NOTE 9: RELATED PARTY TRANSACTIONS.

On May 20, 2011 the Company issued 31,500,000 shares of Common Stock to the shareholders of Wikifamilies SA upon closing of the Exchange Agreement with Wikifamilies SA as described in NOTE 4: WIKIFAMLIES ACQUISITION.

On January 10, 2012 Kirkland Trading SA purchased 100,000 shares of Common Stock for $.25 per share for a total of $25,000.

On February 7, 2012 the Company issued 150,000 restricted shares of Common Stock to Mr. Hudson and 100,000 shares of Common Stock to Mr. Brown. Market value on the day of the grants was $0.35 per share. The value of these shares at the market price was recorded as compensation expense. See NOTE 9: RELATED PARTY TRANSACTIONS.

On April 4, 2012 the Board of Directors of the Company elected to issue equity awards to a consultant in lieu of payment. 100,000 restricted shares of Common Stock were issued. The fair market value on the day of the grant was $0.14 per share. The fair market value of the closing price per shares was recorded as legal and professional expense.

On July 10, 2012 the Board of Directors of the Company elected to issue equity awards in lieu of partial payment to director and Chief Financial Officer Trisha Malone, and consultants David Price and Rick Wesley. 250,000 restricted shares of Common Stock were issued to both Ms. Malone and Mr. Price and 50,000 shares were issued to Mr. Wesley. The fair market value on the day of the grants was $0.098 per share. The fair market value of these shares at the market closing price was recorded as legal and professional fee expense.

NOTE 13: FORWARD SPLIT

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

NOTE 14: NEW ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

- Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

NOTE 15: RESTATEMENT

The Company has identified impairment charges and other adjustments which required the restatement of amounts previously reported on our Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows as of September 30, 2012.

The following is a summary of the impact of these restatements on the Company’s Consolidated Statements of Operations as of September 30, 2012:

	Three Months Ended September 30, 2012						Three Months Ended September 30, 2012			Nine Months Ended September 30, 2012						Nine Months Ended September 30, 2012
	As previously reported			Error correction			As restated			As previously reported			Error correction			As restated
Revenue	$	–		$	–		$	–		$	–		$	–		$	–
Gross profit		–			–			–			–			–			–
Operating expenses
General and administrative		43,688			–			43,688			111,744			(6,959	)(a)		104,785
Legal and accounting		(2,358	)		–			(2,358	)		142,745			(9,354	)(a)		133,391
Total expenses		41,330			–			41,330			254,489			(16,313	)		238,176
Other expense		208,632			(208,632	)(b)		–			406,119			(368,632	)(b)		37,487
Ordinary loss from continued operations		(249,962	)		–			(41,330	)		(660,608	)		384,945			(275,663	)
Loss from discontinued operations		(14,581	)		–			(14,581	)		(266,184	)		(33,699	)(b)		(299,883	)
Net loss	$	(264,543	)	$	–		$	(55,911	)	$	(926,792	)	$	351,246		$	(575,546	)
Gain/(loss) on foreign currency conversion		–			–			–			13,440			–			13,440
Total comprehensive loss	$	(264,543	)	$	–		$	(55,911	)	$	(913,352	)	$	351,246		$	(562,106	)

(a ) Reclass Wikifamilies SA expenses to loss from discontinued operations. (b) Reverse impairments made in 2012 deemed to be impaired prior to the reverse merger in 2011.

The following is a summary of the impact of these restatements on the Company’s Statement of Cash Flows as of September 30, 2012:

	Nine Months Ended September 30, 2012						Nine Months Ended September 30, 2012
	As previously reported			Error correction			As restated
Cash flows from operating activities
Net loss	$	(926,792	)	$	351,245	(a)	$	(575,546	)
Non-cash transactions to reconcile cash used in operations
Depreciation and amortization		35,888			(35,888	)(b)		–
Bad debt		155,000			(155,000	)(d)		–
Asset impairment		90,000			(90,000	)(d)		–
Stocks issued for services		155,390			–			155,390
Stocks due for interest		37,487			–			37,487
Other than temporary loss on investment		123,632			(123,632	)(d)		–
Disposal of assets, Allianex business		–			–			–
Cash used in operations								–
Increase/(decrease) in accounts payable		(107,074	)		(9,352	)(a)		(116,426	)
Increase/(decrease) in accrued expenses related party		259,175			–			259,175
Decrease/(increase) in prepaid expenses		32,169			–			32,169
Total cash used in operations		(145,125	)		(62,627	)		(207,751	)
Cash flows from investing activities
Purchase of fixed assets		(873	)		873	(b)		–
Purchase of intangible assets		(68,714	)		68,714	(c)		–
Total cash used in investing activities		(69,587	)		69,587			–
Cash from financing activities
Proceeds from the sale of stock		25,000			–			25,000
Cash surrendered for rescission		(22,811	)		–			(22,811	)
Advances due to related parties		124,827			(6,960	)(a)		117,867
Proceeds from notes payable, related parties		50,000			–			50,000
Total cash provided by financing activities		177,016			(6,960	)		170,056
Effect of foreign currency exchange rate on cash		13,440			–			13,440
INCREASE/(DECREASE) IN CASH		(24,256	)		–			(24,256	)
BEGINNING CASH		24,256			–			24,256
ENDING CASH	$	–		$	–		$	–

(a) Record adjustments made to the Statements of Operations.

(b) Reverse depreciation on discontinued operation assets as they were deemed impaired prior to reverse meger and reclass amortization to discontinued operations.

(d) Reverse impairments made in 2012 deemed to be impaired prior to the reverse merger in 2011.

The following is a summary of the impact of these restatements on the Company’s Consolidated Balance Sheet as of September 30, 2012:

Nine Months Ended September 30, 2012

As previously reported

Error correction

As restated

ASSETS

Current Assets

Cash

–

Prepaid expenses

–

Total current assets

–

Non-Current Assets

Note receivable

–

Investments

–

Prepaid expenses

–

Fixed asset, net

–

Intangible assets, net of impairment

–

Total non-current assets

–

TOTAL ASSETS

–

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Accounts payable

14,292

–

14,292

Accrued officers salaries

40,000

–

40,000

Note payable

142,508

–

142,508

Notes payable - related party

50,000

–

50,000

Total liabilities

246,800

–

246,800

Stockholders' Equity

Common stock, $.001 par value, 100,000,000 shares authorized, 21,747,075 issued and outstanding

21,747

–

21,747

Paid in capital

1,104,691

(151,432

)

(a)(d)

953,259

Other comprehensive income

34,392

(7,347

)

(b)

27,045

Deficit accumulated during development stage

(1,407,629

)

158,779

(c)

(1,248,851

Total stockholders' equity

(246,800

)

–

(246,800

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

–

(a) Impair Kensington Leasing assets that were deemed to be impaired prior to reverse merger.

(b) Adjust gain on currency translation due to difference in translation rates.

(c ) Record adjustments made to the Statements of Operations.

(d) Reverse impairments made in 2012 deemed to be impaired prior to the reverse merger in 2011.

NOTE 16: SUBSEQUENT EVENTS

Effective October 8, 2013, the Company’s common stock, which was previously traded under the ticker symbol “WFAM” on the OTCQB market, began trading under the new ticker symbol “GEPC”.

On October 15, 2013 Suprafin, Ltd. elected to convert $10,000 of their Note with the Company into 2,000,000 shares of the Company’s Common Stock.

Item 2: Management’s Discussion and Analysis or Plan of Operation

References in the Report to the “Company”, “we”, “us” or “our” refer to Gepco, Ltd., a Nevada corporation, and its former consolidated subsidiaries, Allianex Corp. and Wikifamilies SA. In the context of Common Stock, notes and other securities, references to the “Company” mean Gepco, Ltd. unless otherwise stated. The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in ~~this filing as well as with Management’s Discussion and Analysis or Plan of Operation contained in~~ the ~~Company’s~~ Annual Report on Form 10-K for the ~~period~~year ended December 31, ~~2012 filed with the Securities and Exchange Commission~~2013.

Forward Looking Statements

This discussion and the accompanying financial statements (including the notes thereto) may contain “forward-looking statements” that relate to future events or our future financial performance, which are made pursuant to the safe harbor provisions of the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~. The forward- looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those contained in ~~the~~our ~~Company’s~~ Annual Report on Form 10-K for the ~~period~~year ended December 31, ~~2012.~~2013 ~~For a more detailed discussion of risks~~ and elsewhere ~~uncertainties,~~in ~~see~~this ~~the~~Quarterly ~~Company’s public~~Report ~~filings~~on ~~made~~Form ~~with the Commission~~10-Q. The Company undertakes no obligation to publicly update any forward-looking statements.

~~History~~Overview

~~Gepco~~GemVest, Ltd. ~~(formerly~~ ~~Wikifamilies,~~was ~~Inc.~~incorporated on ~~“Gepco~~October 2, ~~Ltd.”~~2013 orin the ~~“Company”)~~State ~~was~~of ~~incorporated~~Nevada. GemVest onis ~~June~~a ~~27,~~start-up ~~2008~~development ~~in the~~stage ~~State~~company ofthat ~~Nevada~~commenced asmaterial ~~Kensington~~operations in ~~Leasing,~~March ~~Ltd~~2014.

The Company’s ~~initial~~sells and ~~business~~brokers ~~plan~~high ~~was~~end torare ~~specialize~~investment ingrade ~~leasing~~diamonds ~~equipment~~that toare aobtained ~~select~~from ~~clientele.~~wholesale ~~Because~~diamond itcutters ~~took~~all ~~longer~~over ~~than~~the ~~anticipated~~world towith ~~launch the~~which ~~Company’s~~our ~~leasing~~Chief ~~business~~Executive Officer, ~~the~~Peter ~~Company~~Voutsas, ~~elected~~has tolong, ~~investigate~~outstanding ~~additional~~relationships ~~lines~~and offrom ~~business. The~~individuals ~~leasing~~and ~~business~~estates ~~generated~~seeking liquidity ~~minimal~~who ~~revenues~~possess ~~since~~investment ~~inception~~grade diamonds and ~~has~~heirloom ~~been~~quality ~~discontinued~~jewelry.

OnAs ~~June 4, 2010,~~ the Company, ~~through its newly formed wholly-owned subsidiary Allianex Corp., purchased substantially all of the assets of Allianex,~~was ~~LLC~~a ~~(the~~shell ~~“Allianex~~company ~~acquisition”).~~prior ~~The~~to ~~Company’s primary business after~~ the ~~Allianex~~ acquisition ~~until the acquisition~~ of ~~Wikifamilies SA~~GemVest, asGemVest ~~discussed~~is ~~below, was~~ the ~~production,~~acquiror ~~marketing and distribution of a retail line of prepaid stored value cards~~ for ~~the~~accounting ~~purchase~~purposes, ~~of technology support~~ and ~~security~~future ~~services~~financial ~~for~~reporting shall ~~electronic~~be ~~devices.~~set ~~Allianex~~forth ~~Corp.~~as ~~generated~~if ~~nominal~~GemVest ~~revenues since~~acquired the ~~acquisition and the assets were disposed of on December 22, 2011~~Company.

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

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

OnThe ~~September~~accompanying ~~7, 2012,~~financial ~~Wikifamilies,~~statements ~~Inc.~~have ~~entered~~been ~~into~~prepared ain ~~Share~~conformity ~~Exchange Agreement~~ with ~~ClairNET~~accounting ~~Ltd.,~~principles agenerally ~~Hong~~accepted ~~Kong entity and their shareholders by which all of the issued and outstanding shares of ClairNET were to be exchanged for 36,504,056 shares~~ in ~~Wikifamilies Inc, representing 75% of~~ the ~~company’s~~United ~~common~~States ~~stock. Additionally, ClairNET Ltd was to receive 2,500,000 shares~~ of ~~Voting Only Preferred Stock in Wikifamilies, with 100:1 voting rights~~America. On the same date, the parties also signed a License Agreement by which Wikifamilies was to acquire exclusive global licensing rights to ClairNET’s products, with an end goal of ClairNET becoming a subsidiary of Wikifamilies, Inc.

22Revenue Recognition

OnRevenue ~~September~~is ~~8, 2012~~recognized ~~the~~net ~~Company and the founders~~ of ~~Wikifamilies~~indirect ~~SA entered into a Rescission Agreement~~taxes, ~~whereby~~rebates the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was rescinded by mutual agreement. This Rescission unwound the March 23, 2011, Exchange Agreement between Wikifamilies Inc. and ~~Wikifamilies~~trade ~~SA,~~discounts and ~~Wikifamilies~~consists SAprimarily ~~agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance~~ of the ~~original~~sale ~~31,500,000 shares tendered as part~~ of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA. Additionallyproducts, ~~Wikifamilies, Inc forgave the intercompany loans from Wikifamilies Inc. to Wikifamilies SA in full compensation for non-payment of salaries, fees~~ and ~~expenses to~~services ~~the founders~~rendered.

OnRevenue ~~September~~is ~~10, 2012~~recognized ~~the~~in ~~full~~accordance ~~Board~~with ofAccounting ~~Directors~~Standards ofCodification ~~the~~Topic ~~Company~~No. ~~elected~~605-10-S99 ~~John~~“Revenue ~~Karlsson,~~Recognition” ~~Dan~~(ASC ~~Clayton~~605-10-S99) ~~and Vincent Qi as Members of~~ when the ~~Board~~following ofcriteria ~~Directors.~~ are met:

On· ~~September~~evidence ~~10, 2012, following the appointment~~ of ~~the~~an ~~new~~arrangement Board Members, Robert Coleridge, Chris Dengler, Steve Brown, William Hogan and Thomas Hudson resigned from their positions on the Board. Trisha Malone resigned her position as Board Member and Chief Financial Officer effective September 13, 2012, and Malcolm Hutchinson resigned his position as Board Member and Chief Executive Officer effective September 13, 2012.exists;

~~The~~· ~~three~~delivery ~~members~~has ~~of the~~occurred ~~Board~~or ofservices ~~Directors~~have ~~elected~~been onrendered ~~September~~and ~~10, 2012 changed~~ the ~~Company’s~~significant ~~name~~risks ~~in the State of Nevada to ClairNET, Ltd. but failed to complete the ClairNET, Ltd. merger, which left the Company with no operating entity,~~ and ~~failed~~rewards ~~to file any and all required filings with the Securities and Exchange Commission (the “SEC”), in effect abandoning the Company. After repeated attempts at contact with the Board~~ of ~~Directors~~ownership ~~with~~have nobeen ~~response,~~transferred ~~certain creditors of the Company petitioned the Eighth Judicial District Court in Clark County Nevada~~ to ~~receive custodianship of~~ the ~~Company.~~purchaser;

On· ~~April~~transaction 8,costs ~~2013,~~can ~~the~~be ~~Eighth~~reliably District Court of the State of Nevada appointed Trisha Malone as Custodian of Wikifamilies, Inc. pursuant to section 78.347 of the Nevada Revised Statutes, and authorized her to appoint a new Board of Directors, to continue the business of the Company, and to bring current the Company’s filings with the SEC. A copy of said order is attached as Exhibit A hereto. The appointment was made pursuant to a petition filed by Trisha Malone with the Court on February 27, 2013, to become Custodian of the Company due to former management’s malfeasance and nonfeasance in allowing the filings with the SEC to become delinquent, exposing the Company to potential revocation of registration proceedings under Section 12j of the Securities Exchange Act of 1934 and a potential trading suspension under Section 12k of the Securities Exchange Act, and in failing to maintain the business of the Company.measured;

~~The~~· ~~Court also nullified~~ the ~~issuance~~selling ~~of shares~~price ofis ~~Company~~fixed ~~Common~~or ~~Stock~~determinable; ~~issued as a result of the Exchange Agreement entered into between the Company~~ and Clairnet, Ltd., a Hong Kong corporation, dated September 7, 2012 and the Technology License Agreement between the Company and Clairnet, Ltd., a Hong Kong corporation. Among the nonfeasance of the prior management was the failure to effect the change of the Company's name from Wikifamilies, Inc. to Clairnet, Ltd. in the marketplace, by notification to FINRA. Prior to being known as Clairnet, Ltd., the Company was known as Wikifamilies, Inc., to reflect the business plan of operations of its foreign subsidiary, Wikifamilies, S.A. However, Wikifamilies, S.A. was returned to its founders by reason of a Rescission Agreement executed between the founders and the Company on September 8, 2012.

~~As of~~· ~~May~~collectability ~~20,~~is ~~2011,~~reasonably ~~the Company’s business plan as Wikifamilies was to design, develop and operate an Internet-based social media website, Wikifamilies~~assured.com, with a unique emphasis on families and new technologies which web-based platform was intended to enhance the ability of families to communicate and share family history and events while providing a secure location to transact family-related business matters. Then, on September 7, 2012, our business plan changed to the development and marketing of an Internet search engine through the licensing from Clairnet, Ltd. of their process enabling online and mobile viewers to search, index, watch and personalize web-based videos while facilitating the monetizing of investments by video content providers, advertisers and marketers.

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As a result of the Nevada court appointment of Trisha Malone as receiver of the Company in February 2013, we seek to embark on a new business plan unrelated to the business plans of either Wikifamilies or Clairnet. In order to signify a strong break from the previous two business plans, the board has determined to change the name of the Company, and it should be noted that the name “GEPCO” is merely the arbitrary arrangement of the initials of family members of principals of the Company and has no significance relevant to the Company’s business plan. Our current business plan contemplates the accretive acquisitions of various businesses.Estimates

The ~~Court~~presentation ~~further~~of financial ~~ordered~~statements ~~that~~in ~~all~~conformity ~~stocks issued~~with asgenerally aaccepted ~~result~~accounting ofprinciples ~~the~~requires ~~September~~management 7,to ~~2012~~make ~~Share~~estimates ~~Exchange~~and ~~Agreement~~assumptions that ~~between~~affect the ~~Company~~reported ~~and~~amounts ~~ClairNET~~of ~~Ltd.,~~assets aand ~~Hong~~liabilities ~~Kong entity~~ and ~~their~~disclosures ~~shareholders,~~of ~~are~~contingent ~~declared~~assets ~~null~~ and ~~void~~liabilities ~~and~~at ~~ordered to be returned to~~ the ~~Company~~date ~~or its transfer agent for cancellation.~~of ~~The~~the ~~Court~~financial ~~further~~statements ~~ordered~~and ~~that~~ the ~~License~~reported ~~Agreement~~amounts ~~between~~of ~~the~~revenues ~~Company~~ and ~~ClairNET,~~expenses ~~Ltd.~~during athe ~~Hong~~reporting ~~Kong~~period. ~~entity,~~Actual isresults ~~declared~~could ~~null~~differ ~~and~~from ~~void~~these estimates.

~~Finally,~~Fair ~~the~~Value ~~Court ordered the cancellation~~ of anFinancial ~~aggregate of 26,925,000 shares of Common Stock to effectuate the Company's September 8, 2012 Rescission agreement with the founders of Wikifamilies SA.~~Instruments

~~With~~The nocarrying ~~current operating~~amounts ~~entity~~for ~~and~~the ~~nominal~~Company’s ~~assets~~cash, ~~the~~investments, ~~Company~~accounts ispayable, ~~currently~~accrued aliabilities ~~“shell”~~and ~~corporation~~current asportion ~~defined~~of ~~under~~long ~~Rule 12b-2~~term ofdebt approximate fair value due to the ~~Securities Exchange~~short-term ~~Act~~maturity of ~~1934,~~these ~~as amended~~instruments.

OnResults ~~April~~of 9,Operations ~~2013~~for the ~~duly~~ ~~appointed~~Three ~~Custodian of the Company appointed Trisha Malone~~ and ~~Larry~~Six ~~A. Zielke as Members of the Board of Directors. Ms.~~Months ~~Malone~~Ended ~~was~~June ~~also appointed as Chief Executive Officer~~30, ~~Chief~~2014 ~~Financial Officer and Secretary of the Company and Mr. Zielke was appointed Vice President and Corporate Counsel.~~

OnGemVest ~~August~~is ~~27,~~a ~~2013, the~~development ~~Company~~stage ~~held~~company athat ~~Special~~had ~~Meeting~~no ofrevenue ~~Shareholders. At~~or ~~the~~expenses ~~Special~~since ~~Meeting,~~its ~~the~~inception ~~Shareholders~~until ofMarch ~~the Company approved the change in the Corporation’s name from Wikifamilies, Inc~~2014. to Gepco, ~~Ltd.~~has Onincurred ~~September~~expenses ~~11,~~required ~~2013,~~to ~~the Company filed an amendment~~operate toas ~~its~~a ~~Articles~~publicly ofreporting ~~Incorporation~~company. ~~to,~~There ~~inter~~is ~~alia~~no ,comparative ~~change~~financial ~~its~~information ~~name~~available due to ~~Gepco, Ltd. from Clairnet, Ltd. (Wikifamilies, Inc.) In conjunction with~~ the ~~amendment,~~fact the ~~Company~~company ~~filed~~was ~~with~~organized in ~~FINRA to change its name and ticker symbol. Effective~~ October 8, 2013, ~~the~~and ~~Company’s common~~did ~~stock,~~not ~~which~~commence ~~was~~significant ~~previously~~operations ~~traded~~until ~~under~~March ~~the ticker symbol “WFAM” on the OTCQB market, began trading under the new ticker symbol “GEPC”~~2014.

Business of Gepco, Ltd.

With no current operating entity and nominal assets, the Company is currently a “shell” corporation as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

No Comparable Information

There is no relevant comparable historic financial information for the three and nine months ended September 30, 2013 and the three and nine months ended September 30, 2012, as with the Wikifamilies SA Rescission Agreement Wikifamilies SA is no longer a subsidiary of the Company. Therefore, limited information is provided in our Results of Operations section below.

Results of Operations

Our results of operations for the three and nine months ended September 30, 2012 include our prior business which was discontinued and disposed of effective September 8, 2012. As a result of this disposal, results of operations of Wikifamilies SA are accounted for as discontinued operations for the prior year.

During the three and nine months ended September 30, 2013 we incurred $30,003 and $131,541 in operating expenses respectively compared to $41,330 and $238,176 for the three and nine months ended September 30, 2012 respectively. We recognized losses on our discontinued operations in the amount of $14,581 and $299,883 for the three and nine months ended September 30, 2012 respectively.

Revenues

~~There~~Revenue ~~were~~for ~~no revenues generated during~~ the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014 were ($75,000) and $530,000, respectively from the sales (net returns) of diamond jewelry. We expect revenues for 2014 to increase as we continue to implement our business plan. The rate at which our revenues will increase will depend on how quickly we can purchase inventory for sale and the amount of sales generated.

WeOperating doExpenses ~~not expect to generate any revenues until we identify and acquire an operating subsidiary.~~

~~General~~Sales, general and administrative ~~Administrative~~expenses for the three and six months ended June 30, 2014 were $9,192 and $26,338, respectively. Legal and accounting expenses for the three and six months ended June 30, 2014 were $36,838 and $64,218, respectively. We expect selling, general and administrative and legal and accounting expenses for 2014 to trend upward as we begin to bring in additional sales and marketing personnel necessary to grow our business and to service the demand we expect for our products and services.

~~For~~Other ~~the~~Income/(Expense) three and nine months ended September 30, 2013, general and administration expenses were $10,599 and $16,744 respectively. The expenses were incurred in connection with the administrative costs related to being a public reporting company.

WeOther ~~expect~~expense ~~general~~for the three and ~~administrative~~six ~~expenses for~~months ~~the~~ended ~~balance~~June of30, ~~the~~2014 ~~year~~was ~~ending~~$41,058 ~~December~~and 31$133,925, ~~2013~~respectively towhich ~~increase~~consisted ~~somewhat~~of ~~but~~interest expense on notes payable and convertible notes payable and amortization of debt discount related to ~~remain~~these ~~minimal~~convertible ~~until~~notes. weWe ~~acquire~~will ancontinue ~~operating~~to ~~subsidiary~~incur interest asexpense weon ~~are~~outstanding ~~currently~~notes apayable ~~shell~~however ~~company~~the debt discount has been fully amortized as of June 30, 2014.

~~Legal~~Due ~~and~~to ~~Accounting~~the losses during the period the Company has not recorded a provision for income taxes.

~~For~~Financial ~~the three and nine months ended September 30~~Condition, ~~2013, legal and accounting expenses were $19,404 and $114,797 respectively. We began to incur legal and accounting expenses~~Liquidity ~~again in the second quarter of 2013. These expenses include corporate legal, accounting, shareholder~~ and ~~SEC~~Capital ~~filing~~Resources ~~expenses incurred in connection with our status as a public reporting company.~~

WeAs of ~~expect~~June ~~legal~~30, ~~and~~2014 ~~accounting~~we ~~expenses~~ had working capital of $31,592. For the six months ended June 30, 2014, we used $399,373 in cash for operations; and generated cash from financing activities in the ~~balance~~amount of $406,089; $135,000 from the ~~year~~sale ~~ending~~of ~~December~~common 31stock, ~~2013~~$14,850 toin ~~increase~~convertible notes ~~somewhat~~payable, ~~but~~$10,000 toin ~~remain~~notes ~~minimal~~payable, ~~until~~$10,000 wein ~~acquire~~advances anpayable ~~operating~~and $250,000 from related party loans, and repaid $1,261 ~~subsidiary~~in asadvances wepayable ~~are~~and ~~currently~~$12,500 ain ~~shell~~notes ~~company~~payable.

~~Other~~Future ~~Income/Expense~~Financing

~~The~~We ~~issuance~~plan ofto ~~convertible~~rely ~~promissory~~on equity sales of our common shares and the sale of secured notes ~~which~~in ~~included~~order ato ~~beneficial~~fund ~~conversion~~our ~~feature,~~business ~~resulted~~operations. Issuances of additional shares will result in ~~other~~dilution ~~expense~~to ~~for~~existing ~~the~~stockholders. ~~three~~There ~~and~~is ~~nine~~no ~~months~~assurance ~~ended~~that ~~September~~we ~~30, 2013~~will achieve any additional sales of $7the equity securities or arrange for debt or other financing to fund planned acquisitions,~~617~~ expansions and ~~$101~~exploration activities or if we are able to secure additional financing,~~482~~ ~~respectively~~whether such financing shall be on favorable terms.

~~Net Income/Loss~~16

~~For~~Off-Balance ~~the~~Sheet ~~three~~Arrangements ~~and nine months ended September 30, 2013, net loss was $37,620 and $233,023 respectively. Net loss resulted from incurring operational expenses without generating revenue.~~

~~Liquidity~~As of June 30, 2014, ~~and~~the ~~Capital~~Company ~~Resources~~did not have any off-balance sheet debt nor did it have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that have or are reasonably likely to have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses material to investors.

At September 30, 2013 we had no cash or cash equivalents. At September 30, 2013, we had a working capital deficit of $142,700.

For the nine months ended September 30, 2013, we used $51,237 in cash from operations which was derived from net loss of $233,023, decreased by non-cash transactions of $128,197 and decreased by changes in operating assets and liabilities of $53,589.

For the nine months ended September 30, 2013, we generated cash in the amount of $51,237 from third party advances. While this third party provided funding to the Company through September 30, 2013, they have no commitment to provide additional funding.

As of September 30, 2013, we did not have any significant commitments for capital expenditures.

We are currently a shell company. We intend to rely on additional financing transactions to secure the capital necessary to fund continued operations. Any future sale of debt or equity may be pursuant to a private placement or a public offering. We do not have any arrangements in place for the sale of additional equity or debt securities at this time. There can be no assurances that any future financing will be made available to us, or made available on terms that are favorable to the Company or our current stockholders.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4: Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the ~~Custodian~~Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of ~~September~~June 30, ~~2013~~2014. In designing and evaluating the Company’s disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management was required to apply its reasonable judgment. Based upon the required evaluation, the ~~Custodian~~Chief Executive Officer and Chief Financial Officer concluded that as of ~~September~~June 30, ~~2013~~2014, the Company’s has determined that with the small size of its staff, its system of controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s management intends to address the material weaknesses in its disclosure controls and procedures as soon as possible.

The acquisition of Wikifamilies SA and the integration of that business with the Company and the subsequent disposal of Wikifamilies SA has materially affected or is reasonably likely to materially affect our internal control over financial reporting during the quarter ended September 30, 2013.17

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None~~On October 15, 2013 the Board of Directors approved the sale of up to 15,000,000 shares of Common Stock at a price of $0.10 per share. The sale of such shares began in March of 2014 with a total of 1,350,000 shares sold as of the date of this filing.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

~~None~~On April 29, 2014, the Company signed a letter of intent with Peter Marco, LLC to acquire 100% of its outstanding equity interests, which are owned by Peter Voutsas, Gepco’s CEO. The purchase price shall be payable in cash, Company common stock, and a purchase money note in amounts based upon good faith negotiation after receipt of a third party appraisal. The closing of this transaction is subject to definitive documentation and the satisfaction of all conditions set forth therein, and was expected to occur in late July 2014, however definitive documentation had not been completed, needed funds had not been secured and closing had not occurred as of the date of this filing.

Item 6. Exhibits

Exhibit No.	Description
3.1	Amendment to the Certificate of Incorporation
31.1	Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
31.2	Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101.INS	XBRL Instances Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

Pursuant to Rule 406T of Regulation S-T, these interactive data files are not deemed filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act or Section 18 of the Securities Exchange Act and otherwise not subject to liability.

2718

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 14, 2013	GEPCO, LTD.
Date: August 7, 2014	GEPCO, LTD.
	By:	/s/ Trisha Malone
		Trisha MaloneChief Executive Officer, Chief Financial Officer and Secretary
		Trisha MalonePresident, Chief Financial Officer and Secretary
		/s/ Peter Voutsas
		Peter Voutsas
		Chief Executive Officer

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Filing Compare · Gepco, Ltd.