10-Q 1 g6318.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q Mark One [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2012 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File No. 333-165391 EARN-A-CAR, INC. (Name of small business issuer in its charter) Nevada (State or other jurisdiction of incorporation or organization) Office 1 The Falls Centre, Corner Great North and Webb, Northmead, Benoni 1522, South Africa (Address of principal executive offices) +27 011-425-1666 (Issuer's telephone number) Securities registered pursuant to Name of each exchange on Section 12(b) of the Act: which registered: ------------------------- ----------------- None NA Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0000001 Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ] Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Applicable Only to Issuers Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] Applicable Only to Corporate Registrants The number of shares outstanding of each of the issuer's common stock, as of August 31, 2012 was 112,250,000 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) BALANCE SHEETS (unaudited) AUGUST 31, 2012 AND FEBRUARY 29, 2012

~~May~~August 31, ~~2012~~ February 29, 2012 2012 ------------ ----------~~-------~~ ASSETS ~~Current~~CURRENT ~~Assets~~ASSETS Cash and cash equivalents $ ~~103~~1,~~005~~063,690 $ 171,354 Receivables, net 23188,~~097~~984 99,721 ------------ ------------ ~~Total~~TOTAL ~~Current~~CURRENT ~~Assets~~ASSETS ~~126~~1,~~102~~252,674 271,075 ------------ ------------ Property and equipment, net 1523,~~704~~915 14,242 ------------ ------------ Revenue-earning vehicles, net 23,~~673~~893,~~766~~515 2,982,060 ------------ ------------ ~~Other~~OTHER ~~Assets~~ASSETS Loans to shareholders 0 0 Loan receivable 14,~~063~~319 15,312 ------------ ------------ ~~Total~~TOTAL ~~Other~~OTHER ~~Assets~~ASSETS 14,~~063~~319 15,312 ------------ ------------ TOTAL ASSETS $ 25,~~829~~184,~~635~~423 $ 3,282,689 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES ~~Current~~CURRENT ~~Liabilities~~LIABILITIES Accounts payable $ ~~202~~313,~~386~~137 $ 292,447 Accrued expenses 6049,~~757~~023 51,747 Current portion of leases payable ~~530~~234,~~881~~561 593,533 Current portion of loans payable ~~142~~658,~~639~~241 152,243 ------------ ------------ ~~Total~~TOTAL ~~Current~~CURRENT ~~Liabilities~~LIABILITIES ~~936~~1,~~663~~254,962 1,089,970 ------------ ------------ ~~Long~~LONG-~~term~~TERM ~~Debt~~DEBT Loans from shareholders 0 1,000 Leases payable ~~633~~243,~~306~~878 741,582 Loans payable ~~575~~2,~~503~~684,101 726,808 ------------ ------------ ~~Total~~TOTAL ~~Long~~LONG-~~term~~TERM ~~Debt~~DEBT 12,~~208~~927,~~809~~979 1,469,390 ------------ ------------ ~~Total~~TOTAL ~~Liabilities~~LIABILITIES 24,~~145~~182,~~472~~941 2,559,360 ------------ ------------ ~~Stockholders~~STOCKHOLDERS' ~~Equity~~EQUITY Common stock, $0.0000001 par value, 250,000,000 shares authorized, 112,250,000 and 112,250,000 shares issued and outstanding, respectively 11 11 Additional paid in capital 5,423 5,423 Accumulated other comprehensive (loss) (~~128~~144,~~153~~472) (35,278) Retained earnings ~~806~~1,~~882~~140,520 753,173 ------------ ------------ ~~Total~~TOTAL ~~Stockholders~~STOCKHOLDERS' ~~Equity~~EQUITY ~~684~~1,~~163~~001,482 723,329 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 25,~~829~~184,~~635~~423 $ 3,282,689 ============ ============

See accompanying notes to financial statements. 2 EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) STATEMENTS OF OPERATIONS (unaudited) FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2012 AND AUGUST 31, 2011

For the ~~three~~For the For the ~~three~~For ~~months~~the ~~ended~~Three ~~months~~Months ~~ended~~Three ~~May~~Months Six Months Six Months Ended Ended Ended Ended August 31, ~~2012~~August ~~May~~31, August 31, August 31, 2012 2011 2012 2011 ------------ ------------ ~~Revenues~~------------ ------------ REVENUES Vehicle rentals $ ~~656~~1,~~091~~097,212 $ ~~597~~632,~~031~~729 $ 1,753,362 $ 1,229,760 Other 1,~~936~~452 15(9,~~820~~220) 3,388 6,600 ------------ ------------ ~~Total~~------------ ~~Revenues~~------------ ~~658~~TOTAL REVENUES 1,~~027~~098,664 ~~612~~623,~~851~~509 1,756,750 1,236,360 ------------ ------------ ~~Expenses~~------------ ------------ EXPENSES Direct vehicle and operating ~~254~~440,~~877~~631 ~~274~~235,~~714~~150 695,508 509,864 Vehicle depreciation and lease charges ~~174~~205,~~924~~753 ~~138~~157,~~810~~743 380,677 296,553 Selling, general and administrative ~~110~~28,~~350~~658 ~~104~~94,~~463~~063 139,008 198,525 Interest expense 64109,~~226~~719 3641,~~092~~520 173,945 77,612 ------------ ------------ ~~Total~~------------ ~~Expenses~~------------ ~~604~~TOTAL EXPENSES 784,~~377~~761 ~~554~~528,~~078~~476 1,389,138 1,082,554 ------------ ------------ ------------ ------------ Operating Income 53313,~~650~~903 5895,~~773~~033 ~~Other~~367,612 ~~Income~~153,806 OTHER INCOME Interest income 018,888 01 18,888 1 Gain on ~~sale~~asset ofdisposal ~~fixed~~847 ~~assets~~0 59847 0 ------------ ------------ 59------------ 0------------ Net Income Before Provision for Income Taxes 53333,~~709~~638 5895,~~773~~034 387,347 153,807 Provision for Income Taxes 0 0 0 0 ------------ ------------ ------------ ------------ Net Income $ 53333,~~709~~638 $ 5895,~~773~~034 $ 387,347 $ 153,807 ============ ============ ============ ============ Earnings per Share $ 0.00 $0.00 $ 0.00 $ 0.00 ============ ============ ============ ============ Weighted Average Common Shares Outstanding 112,250,000 112,250,000 112,250,000 112,250,000 ============ ============ ============ ============

See accompanying notes to financial statements. 3 EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) STATEMENTS OF OTHER COMPREHENSIVE INCOME (LOSS) (unaudited) FOR THE THREE AND SIX MONTHS ENDED AUGUST 31, 2012 AND AUGUST 31, 2011

See accompanying notes to financial statements. 4 EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) STATEMENT OF STOCKHOLDERS' EQUITY (unaudited) AS OF AUGUST 31, 2012

Accumulated Common stock Other Retained -------------------- Paid in Comprehensive Earnings Shares Amount Capital Income (Loss) (Deficit) Total ------ ------ ------- ------------- --------- ----- Balance February 28, 2009 100 $ 10 $ -- $ 29,931 $ (229,369) $ (199,428) ~~Gain~~ (~~loss~~Loss) on currency translation -- -- -- (41,796) -- (41,796) Net earnings -- -- -- -- 266,416 266,416 ----------- ------- ------- ---------- ---------- ---------- Balance February 28, 2010 100 10 -- (11,865) 37,047 25,192 Common stock issued for cash at par 400 50 -- -- -- 50 Gain on currency translation -- -- -- 6,073 -- 6,073 Net earnings -- -- -- -- 400,720 400,720 ----------- ------- ------- ---------- ---------- ---------- Balance, February 28, 2011 500 60 -- (5,792) 437,767 432,035 (Loss) on currency translation -- -- -- (29,486) -- (29,486) Reorganization adjustment 233,749,500 (35) 5,409 -- -- 5,374 Cancellation of stock-former CEO (121,500,000) (14) 14 -- -- -- Net income -- -- -- -- 315,406 315,406 ----------- ------- ------- ---------- ---------- ---------- Balance, February 29, 2012 112,250,000 11 5,423 (35,278) 753,173 723,329 (Loss) on currency translation -- -- -- (92109,~~875~~194) -- (92109,~~875~~194) Net income -- -- -- -- 53387,~~709~~347 53387,~~709~~347 ----------- ------- ------- ---------- ---------- ---------- Balance, ~~May~~August 31, 2012 112,250,000 $ 11 $ 5,423 $ (~~128~~144,~~153~~472) $ ~~806~~1,~~882~~140,520 $ ~~684~~1,~~163~~001,482 =========== ======= ======= ========== ========== ==========

See accompanying notes to financial statements. 5 EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) STATEMENTS OF CASH FLOWS (unaudited) FOR THE SIX MONTHS ENDED AUGUST 31, 2012 AND AUGUST 31, 2011

For the ~~three~~ For the ~~three~~Six ~~months~~Months ~~ended~~Six ~~months~~Months ~~ended~~Ended ~~May~~Ended August 31, ~~2012~~August ~~May~~ 31, 2012 2011 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 53387,~~709~~347 $ 58153,~~773~~807 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Change in cumulative translation adjustment (92109,~~875~~194) 163,~~176~~740 Depreciation ~~174~~380,~~924~~677 ~~138~~296,~~810~~553 Net ~~(income)~~losses ~~loss~~ from disposition of revenue-earning vehicles (59847) 20,~~237~~076 Change in Assets and Liabilities: (Increase) decrease in receivables 76(89,~~624~~263) 38(33,~~961~~216) Increase (decrease) in accounts payables ~~(90~~20,~~061)~~690 ~~(20~~16,~~361)~~422 Increase (decrease) in accrued expenses 9(2,~~010~~724) ~~877~~(21,032) ------------ ------------ CASH FLOWS PROVIDED BY OPERATING ACTIVITIES ~~131~~586,~~272~~686 ~~253~~436,~~473~~350 ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES Revenue-earning vehicles: Purchases (~~188~~1,~~405~~333,720) (~~272~~550,~~190~~489) Proceeds from sales ~~321~~42,~~834~~435 0 Property, equipment and software: Purchases (19,~~463~~673) (12,~~563~~728) Proceeds from sales 0 0 Loans (extended) ~~1,249~~collected 993 (~~218~~130,285) ------------ ------------ CASH FLOWS PROVIDED USED) BY INVESTING ACTIVITIES ~~133~~(1,~~215~~299,965) (~~273~~683,~~971~~502) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock 0 0 Additional paid in capital, due to merger 0 0 Proceeds from (Payments on) leases payable (net) (~~170~~856,~~928~~676) ~~101~~375,~~728~~095 Proceeds from (Payments on) loans payable (net) ~~(160~~2,~~908)~~463,291 4321,~~527~~278 Proceeds from (Payments on) shareholder loans (net) (1,000) (~~132~~97,~~456~~879) ------------ ------------ CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES ~~(332~~1,~~836)~~605,615 12298,~~799~~494 ------------ ------------ NET (DECREASE) IN CASH AND CASH EQUIVALENTS ~~(68~~892,~~349)~~336 (751,~~699)~~342 Cash, beginning of period 171,354 69,480 ------------ ------------ Cash, end of period $ ~~103~~1,~~005~~063,690 $ 61120,~~781~~822 ============ ============ SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 64,226 $ 3677,~~092~~612 ============ ============ Cash paid for income taxes $ 0 $ 0 ============ ============

See accompanying notes to financial statements. 6 EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2012 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF BUSINESS - Earn-A-Car, Inc. (formerly Victoria Internet Services, Inc.) was incorporated in the State of Nevada on October 9, 2009. The company was organized to operate as an online tax preparation service in the North American market. On December 7, 2011, prior to commencing those operations, the company has opted to change its business focus to the daily rental of vehicles in the South African market. On December 7, 2011, a simultaneous execution and closing was held under an Agreement and Plan of Reorganization (the Plan"), by and among Victoria Internet Services, Inc. (the "Company" "us" "we" ), Leon Golden (our then principal shareholder) ("Golden") and Earn-A-Car (PTY), LTD., a corporation organized under the laws of the Republic of South Africa ("EAC") and Depassez Investments Ltd, a Seychelles corporation ("DPL"), owned by Graeme Hardie (our new principal shareholder) ("Hardie"). Under the Plan DPL acquired 78,500,000 shares of our common stock from Golden for $150,000 and the balance of Golden's 205,000,000 shares were submitted to the transfer agent for cancellation and DPI contributed all of the shares of EAC to the Company so that EAC became a wholly owned subsidiary of the Company and the business of the Company is now the business of EAC. Mr. Golden also resigned as an officer and director of the Company and John Storey ("Storey") and Hardie were elected as directors and Storey was appointed CEO and President with Hardie being appointed Chairman of the board. On February 10, 2012 the Company filed an amendment with the Secretary of State for Nevada to gain permission to change its name from Victoria Internet Services, Inc. to Earn-A-Car, Inc. In conjunction with the name change the Company also filed to have a new symbol on the Over The Counter Bulletin Board (OTCBB). As of March 8, 2012 the Company no longer is listed with the symbol VRIS, and is now listed on the OTCBB as EACR. EARN-A-CAR (PTY) LTD - The wholly owned subsidiary was incorporated in South Africa on July 2, 2005, and is primarily engaged in the business of the daily rental of vehicles to business and leisure customers through company-owned stores in the country of South Africa. On July 18, 2011, its name was changed from "EasyCars Rental and Sales (PTY) Ltd." to "Earn-A-Car (PTY) Ltd.". EARN-A-CAR ASSETS (PTY) LTD. - The wholly owned subsidiary was incorporated in South Africa on August 8, 2011 under the name Civiwize (Pty) Ltd.. Currently the name is in the process of being changed to Earn-A-Car Assets (Pty) Ltd. This company operates as the holding company for all vehicles purchased using specific bank funding and will lease those vehicles solely to the parent company. BASIS OF PRESENTATION- The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and are presented in U.S. Dollars. In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The Company has selected a February 28 year end. ESTIMATES - The preparation of the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. Actual results could differ materially from those estimates. CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash on hand and on deposit, including highly liquid investments with initial maturities of three months or less. At August 31, 2012 and February 29, 2012 the Company had $1,063,690 and $171,354 in cash and cash equivalents, respectively. 7 EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2012 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) ALLOWANCE FOR DOUBTFUL ACCOUNTS - An allowance for doubtful accounts is generally established during the period in which receivables are recorded. The allowance is maintained at a level deemed appropriate based on loss experience and other factors affecting collectability. As of August 31, 2012 and February 29, 2012 the Company had $14,218 and $264,189 in impaired receivables, respectively. The allowance for these impaired receivables was $164,295 for fiscal year ended February 29, 2012. FINANCING ISSUE COSTS - Financing issue costs related to vehicle debt are deferred and amortized to interest expense over the term of the related debt using the effective interest method. RECEIVABLES AND PAYABLES- Trade receivables and payables are measured at initial recognition at fair value, and are subsequently measured using the effective interest rate method of valuation. Appropriate allowances for estimated uncollectible receivable balances are recognized in profit or loss when there is evidence of impairment. REVENUE-EARNING VEHICLES AND RELATED VEHICLE DEPRECIATION EXPENSE - Revenue-earning vehicles are stated at cost, net of related discounts. The Company must estimate what the residual values of these vehicles will be at the expected time of disposal to determine monthly depreciation rates. The estimation of residual values requires the Company to make assumptions regarding the age and mileage of the car at the time of disposal, as well as the general used vehicle auction market. The Company evaluates estimated residual values periodically, and adjusts depreciation rates accordingly, on a prospective basis. Differences between actual residual values and those estimated by the Company result in a gain or loss on disposal and are recorded as an adjustment to depreciation expense. Actual timing of disposal either shorter or longer than the life used for depreciation purposes could result in a loss or gain on sale. Generally, the average holding term for vehicles is approximately 7 years. PROPERTY AND EQUIPMENT - Property and equipment are recorded at cost and are depreciated using principally the straight-line method over the estimated useful lives of the related assets. Estimated useful lives generally range from ten to thirty years for buildings and improvements and two to seven years for furniture and equipment. Leasehold improvements are amortized over the estimated useful lives of the related assets or leases, whichever is shorter. The average useful lives of fixed assets are as follows: Motor vehicles 6 years Computer equipment 3 years Computer software 2 years Leased assets - motor vehicles 6 years LONG-LIVED ASSETS - The Company reviews the value of long-lived assets, including software, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable based upon estimated future cash flows and records an impairment charge, equaling the excess of the carrying value over the estimated fair value, if the carrying value exceeds estimated future cash flows. FOREIGN CURRENCY TRANSLATION - The Company's functional currency is the South African Rand, the translation into US dollars is the presentation bases of these financial statements. Foreign assets and liabilities are translated using the exchange rate in effect at the balance sheet date, and results of operations are translated using an average rate for the period. Translation adjustments are accumulated and reported as a component of accumulated other comprehensive income or loss. 8 EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2012 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) REVENUE RECOGNITION - Revenues from vehicle rentals are recognized as earned on a daily basis under the related rental contracts with customers. ADVERTISING COSTS - Advertising costs are primarily expensed as incurred. During the three months ended August 31, 2012 and August 31, 2011, the Company incurred advertising expense of $34,615 and $5,801, respectively. INCOME TAXES - The Company has provided for income taxes on its separate taxable income or loss and other tax attributes. Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. The Company has no tax liability in the United States. EARNINGS PER SHARE - Basic earnings per share ("EPS") is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted EPS is based on the combined weighted average number of common shares and common share equivalents outstanding which include, where appropriate, the assumed exercise of options. There were no such common stock equivalents outstanding at August 31, 2012. Earnings per share and weighted average shares outstanding as of August 31, 2011 have been adjusted in these financial statements to reflect the November 14, 2011 stock split. OTHER COMPREHENSIVE INCOME (LOSS) - Comprehensive income (loss) consists of net income (loss) and other gains and losses affecting stockholder's equity that, under GAAP, are excluded from net income (loss), including foreign currency translation adjustments, gains and losses related to certain derivative contracts, and gains or losses, prior service costs or credits, and transition assets or obligations associated with pension or other postretirement benefits that have not been recognized as components of net periodic benefit cost. STOCK-BASED COMPENSATION- Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718). To date, the Company has not adopted a stock option plan and has not granted any stock options. NEW ACCOUNTING STANDARDS - The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flow. 2. REVENUE-EARNING VEHICLES Revenue-earning vehicles consist of the following: August 31, 2012 February 29, 2012 --------------- ----------------- Revenue-earning vehicles $ 5,124,198 $ 4,028,709 Less accumulated depreciation (1,230,683) (1,046,649) ----------- ----------- $ 3,893,515 $ 2,982,060 =========== =========== Rent expense for vehicles leased under operating leases was $0 and $8,144 for the six months ending August 31, 2012 and August 31, 2011, respectively, and is included in vehicle depreciation and lease charges, net. 9 EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2012 3. PROPERTY AND EQUIPMENT Major classes of property and equipment consist of the following: August 31, 2012 February 29, 2012 --------------- ----------------- Computer equipment $ 27,059 $ 17,757 Computer software 5,043 5,649 -------- -------- 32,102 23,406 Less accumulated depreciation (8,187) (9,164) -------- -------- $ 23,915 $ 14,242 ======== ======== During the six months ended August 31, 2012 and 2011, the Company recorded no provisions for the impairment of assets. 4. LOANS RECEIVABLE At August 31, 2012 and February 29, 2012, the Company has a receivable due under a settlement agreement with a former employee with a balance of $14,319 and $15,312, respectively. This loan is to be repaid with interest of 10% in 48 equal installments of about $425; the payments began in March, 2011. 10 EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2012 5. DEBT AND OTHER OBLIGATIONS

~~May~~Debt and other obligations consist of the following: August 31, 2012 February 29, 2012 --------------- ----------------- Loan payable - individual - unsecured, interest bearing, $ 23,~~782~~716 $ 26,546 no fixed repayment terms Loan payable - individual - unsecured, interest bearing, no fixed repayment terms 11,858 -- Loan payable - individual - unsecured, interest bearing, no fixed repayment terms 59,~~454~~289 66,366 Loan payable - individual - unsecured, interest bearing, no fixed repayment terms 7965,~~074~~218 90,257 Loan payable - individual - unsecured, interest bearing, no fixed repayment terms 9177,~~720~~531 104,373 Loan payable - other - unsecured, interest bearing, no fixed repayment terms ~~181~~83,~~009~~504 252,488 Loan payable - bank- Secured by company vehicles, bearing an interest rate of JIBAR plus 5% per annum, payable in quarterly installments beginning 9/30/12 2,964,439 -- Loan payable - Jay & Jayendra (Pty) Ltd. Secured by company vehicles, bearing an interest rate of the prime rate, payable within 12 months. ~~112,963~~-- 159,278 Loan payable - other - unsecured, 2% per month interest, repayable within 60 days after year end, subject to default immediate repayment stipulation ~~113,269~~-- 119,458 Loan payable - other - unsecured, interest bearing, no fixed repayment terms 56,~~871~~787 60,285 ---------- ---------- Total $ ~~718~~3,~~142~~342,342 $ 879,051 ---------- ---------- Current portion of loans payable ~~142~~658,~~639~~241 152,243 ---------- ---------- Long-term portion of loans payable $ ~~575~~2,~~503~~684,101 $ 726,808 ========== ==========

11 EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2012 5. DEBT AND OTHER OBLIGATIONS (CONTINUED) Expected maturities of debt and other obligations outstanding at August 31, 2012 are as follows:

Installment sales and lease contracts are secured by installment sales and finance lease agreements over revenue generating vehicles, having 2012 carrying values of $419,505 and 1,263,394 respectively. These installment sales and lease contracts are repayable in monthly installments for 2012 of $17,422 and $4,502 respectively. 6. PROVISION FOR INCOME TAXES The Company has no obligation for any federal or state income taxes in the United States. Further, no provision has been made for taxes in South Africa for 2012 nor 2011 because the taxable losses and loss carryovers exceed the income in those years. 7. EQUITY On November 14, 2011 the Company filed a certificate of amendment to the articles of incorporation which caused a 50 for 1 forward common stock split and an increase in authorized common shares to 250,000,000. On January 19, 2012 the Company cancelled 121,500,000 shares of common stock that were held by Leon Golden, the former owner of Victoria Internet Services, Inc. As of August 31, 2012 and February 29, 2012 there were 112,250,000 and 112,250,000 common shares outstanding, respectively. The Company is authorized to issue 20,000,000 preferred shares of stock. As of August 31, 2012 and February 29, 2012 there were no (0) shares outstanding. 8. COMMITMENTS AND CONTINGENCIES OPERATING LEASES The Company operates from various leased premises under operating leases with terms up to 5 years. Some of the leases contain renewal options. No contingent rent is payable. Expenses incurred under operating leases for the period were as follows: August 31, 2012 August 31, 2011 --------------- --------------- Operating leases: Premises $28,507 $ 6,487 Motor vehicles -- 6,965 ------- ------- $28,507 $13,452 ======= ======= 12 EARN-A-CAR, INC. (Formerly Victoria Internet Services, Inc.) NOTES TO FINANCIAL STATEMENTS AUGUST 31, 2012 8. COMMITMENTS AND CONTINGENCIES (CONTINUED) Future minimum rentals and fees under non-cancelable operating leases for the 12 month periods are presented in the following table: August 31, 2013 $28,507 August 31, 2014 $28,507 August 31, 2015 $28,507 August 31, 2016 $28,507 August 31, 2017 $28,507 At August 31, 2012, the Company had no outstanding vehicle purchase commitments over the next twelve months. 9. RELATED PARTY TRANSACTIONS The Company engages in activities with parties who hold ownership in the Company. The Company borrows funds from related parties and pays consulting fees to related parties. The related party transactions are as follows: August 31, 2012 February 29, 2012 --------------- ----------------- Loans payable to shareholders: G. Hardie $ 0 $1,000 ------ ------ Total loans payable to related parties $ 0 $1,000 ====== ====== Compensation paid to directors G. Hardie $4,000 $ 0 ------ ------ $4,000 $ 0 ====== ====== 10. SUBSEQUENT EVENTS The Company has analyzed its operations subsequent to August 31, 2012 through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose. 13 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION MANAGEMENTS DISCUSSION AND ANALYSIS FORWARD LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains "forward-looking" statements as such term is defined in the Private Securities Litigation Reform Act of 1995 and information relating to the Company that is based on the beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. When used in this report, the words "anticipate," "believe," "estimate," "expect" and "intend" and words or phrases of similar import, as they relate to the Company or Company management, are intended to identify forward-looking statements. Such statements reflect the current risks, uncertainties and assumptions related to certain factors including, without limitations, competitive factors, general economic conditions, customer relations, relationships with vendors, the interest rate environment, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein and in other filings made by the Company with the Securities and Exchange Commission. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not intend to update these forward-looking statements. RESULTS OF OPERATIONS OVERVIEW Our plan of operation for 2013 is to continue to expand our business to meet demand for our services. Following our successful fund raise, we have purchased an additional 133 vehicles in this quarter. The fleet size at the end of the quarter was 577 vehicles (2012 05: 444) of which 449 were rented out (2012 05: 377). The additional vehicles has substantially increased our annuity and revenues and has increased NIAT by nearly 6 times confirming our ROI's. Management believe the increase in fleet size will increase income over the next few quarters and expect to increase the fleet my at least another 100 cars by year-end. Our current funding lines as previously announced will allow us to continue to grow revenue in the next quarter as further vehicles are purchased and rented out. QUARTER ENDED AUGUST 31, 2012 V. QUARTER ENDED AUGUST 31, 2011 Revenues increased from $1,229,760 in Q2 of FY 2012 to $1,753,362 in Q2 of FY 2013 an increase of $523,602 or 42 %. Our operating expenses went from $1,082,554 in Q2 of FY 2012 to $1,389,138 in Q2 of FY 2013 an increase of $306,584 or 28%. Expenses rose largely as a consequence of the direct costs related to the purchasing of vehicles. Net income increased from $153,806 in Q2 of FY 2012 to $387,347 in Q2 of FY 2013. We expect the growth in costs to slow significantly next quarter as most of the costs necessary to manage our new growth trajectory are now in place. 14 LIQUIDITY AND CAPITAL RESOURCES We had total current assets of $1,252,674 at August 31, 2012. The bulk of our assets are $3,893,515 in revenue earning vehicles. We have utilised most of the credit facility of USD$ 3m. We will now begin to use the AVIS revolving facility to USD$ 1,600,000. Management believes this will increase revenues and profits as the new cars get rented out. Management does not expect to have to dilute the 112,500,000 issued shares in the near future. Instead we intend to continue to make use of asset based financing to grow our fleet of rental cars. We will be looking to raise further debt of approximately $8m for more cars for the 2013 calendar year. The funders we have approached have expressed their interest and we are confident that we can reach this target but there are no guarantees. CRITICAL ACCOUNTING POLICIES Financial Reporting Release No. 60 of the SEC encourages all companies to include a discussion of critical accounting policies or methods used in the preparation of the financial statements. There are no current revenue generating activities that give rise to significant assumptions or estimates. Our financial statements filed as part of our Current Report on Form 8-K, dated December 7, 2011, include a summary of the significant accounting policies and methods used in the preparation of our financial statements. OFF-BALANCE SHEET ARRANGEMENTS We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information called for by this item is not required as we are a smaller reporting company. ITEM 4T. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 15 As of August 31, 2012, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Financial Officer concluded that our disclosure controls and procedures are effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period. (b) Changes in Internal Controls There were no changes in our internal controls and procedures in internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We continue to rely on the members of the Board of Directors to provide assurance that our entity-level controls remain effective and we believe our process-level controls remain effective. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is not currently a party to any legal proceedings. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable ITEM 5. OTHER INFORMATION None. 16 ITEM 6. EXHIBITS The following documents are filed as part of this Report. Exhibit Number Exhibit Description ------ ------------------- 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certifications of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 Interactive data files pursuant to Rule 405 of Regulation S-T. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on October 15, 2012. Earn-A-Car, Inc. By: /s/ John Storey ------------------------------------ John C Storey Chief Executive Officer (Principal Executive Officer) By: /s/ Bruce J Dunnington ------------------------------------ Bruce J Dunnington Chief Financial Officer (Principal Financial and Accounting Officer) 17

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