Securities Registration (section 12(g)) (10-12g)

WIN GLOBAL MARKETS INCORPORATED.

Citron Investments Ltd.

As filed with the Securities and Exchange Commission on September 15, 2014

File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

EZTRADER, INC.

(Exact name of registrant as specified in its charter)

Nevada	98-0374121
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6 Yehezkel Koifman Street,

Tel-Aviv, Israel 68012

(972)-73-705-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Shimon Citron, Chief Executive Officer

6 Yehezkel Koifman Street,

Tel-Aviv, Israel 68012

(972)-73-705-8000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Oded Har-Even, Esq.

Howard E. Berkenblit, Esq.

Zysman, Aharoni, Gayer and Sullivan & Worcester LLP

1633 Broadway

New York, New York 10019

212-660-5002

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

None

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

Common Stock, par value $0.001 per share

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

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

Table of Contents

TABLE OF CONTENTS

		Page

Item 1.	Business	1

Item 1A.	Risk Factors	6

Item 2.	Financial Information	16

Item 3.	Properties	21

Item 4.	Security Ownership of Certain Beneficial Owners and Management	22

Item 5.	Directors and Executive Officers	23

Item 6.	Executive Compensation	24

Item 7.	Certain Relationships and Related Transactions, and Director Independence	27

Item 8.	Legal Proceedings	28

Item 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	28

Item 10.	Recent Sales of Unregistered Securities	30

Item 11.	Description of Registrant’s Securities to be Registered	30

Item 12.	Indemnification of Directors and Officers	31

Item 13.	Financial Statements and Supplementary Data	32

Item 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	32

Item 15.	Financial Statements and Exhibits	32

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EXPLANATORY NOTE

This Registration Statement on Form 10 is being filed by EZTrader Inc., formerly known as Win Global Markets, Inc., in order to register its common stock, par value $0.001 per share, voluntarily pursuant to Section 12(g) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”). Unless otherwise noted or indicated by the context, the terms “EZTrader”, “the Company,” “we,” “us” and “our” refer to EZTrader Inc., together with its consolidated subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Registration Statement on Form 10 that are not historical facts are “forward-looking statements”. Our business and operations are subject to substantial risks, which increase the uncertainty described in the forward-looking statements contained in this Registration Statement on Form 10. Such forward-looking statements may be identified by, among other things, the use of forward-looking terminology such as “believes,” “intends,” “plan,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In particular, our statements regarding the potential growth of our markets and business outlook are examples of such forward-looking statements. The forward-looking statements include risks and uncertainties, including, but not limited to, our future growth being dependent upon the success of our business activity in the field of binary options and other factors, including future financings, and general economic conditions and regulatory developments, not within our control. The factors discussed herein, including those risks described in Item 1A, could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this filing, and, except as required by law, we undertake no obligation to update such forward-looking statements to reflect subsequent events or circumstances. Readers are also urged to carefully review and consider the various disclosures we have made in this Registration Statement on Form 10.

Item 1. Business.

Overview

We are engaged in the business of offering online trading of binary options. We conduct our operations and business with and through our wholly owned subsidiaries: (a) Win Global Markets Inc. (Israel) Ltd., an Israeli company and (b) WGM Services Ltd., a company registered in Cyprus ("WGM"). Trading is being offered by WGM on http://www.eztrader.com, http://www.globaloption.com, and http://www.ezinvest.com. Information contained on, or that can be accessed through, our websites does not constitute a part of this Registration Statement on Form 10, and we have included our website addresses in this Registration Statement on Form 10 solely as inactive textual references. We will post on our websites any materials required to be so posted on such websites under applicable corporate or securities laws and regulations, including, posting any XBRL interactive financial data required to be filed with the Securities and Exchange Commission (“SEC”), and any notices of general meetings of our shareholder.

We have developed and currently operate an online trading platform for retail customers to trade a wide range of binary options internationally with more than 100 different assets including indices, international stocks, commodities and currency pairs (“Trading Platform”).

The Trading Platform enables retail customers to trade binary options in more than 30 countries. It is accessible from multiple operating systems (Windows, smartphones (iOS and Android) and tablets) and the internet. The Trading Platform has been self-developed and is proprietary. The Trading Platform has been designed to be as intuitive and as easy to use as possible. The Trading Platform has been localized into eleven languages. We believe that our emphasis on technology, together with targeted online marketing strategy, has helped to differentiate us from our competitors.

In June 2013, the Cyprus Securities and Exchange Commission (“CYSEC”) authorized us to freely provide our services in all European Union (“EU”) member states. To comply with U.S. federal securities laws and U.S. Commodity Futures Trading Commission (“CFTC”) regulations, we block U.S. persons from using our Trading Platform. We also block Canadian persons from using our Trading Platform.

We conduct our operations from two offices which are located in Nicosia, Cyprus and Tel-Aviv, Israel. Currently we have 104 full time employees. We manage risk in a number of ways, in particular by limiting financial exposure to any individual customer to a relatively low level as well as limiting exposure to any individual asset. We generate our revenues principally from the margin between winning customers and losing customers. We do not charge customers a commission on trades.

Our company was incorporated under the laws of the State of Nevada on April 23, 2002. Effective as of July 14, 2014, we changed our name from Win Global Markets Inc. to EZTrader, Inc. Our shares were registered under the Exchange Act from December 24, 2002 until August 26, 2013. On August 26, 2013, we filed a Form 15 with the SEC to voluntarily deregister our common stock and suspend our reporting obligations under the Exchange Act. We are now filing this Registration Statement on Form 10 in order to re-register our shares of common stock with the SEC and resume our reporting obligations under the Exchange Act.

Historically, we have been engaged in the business of offering technology servicing the interactive gaming industry for regulated markets, mainly through third parties. In November 2009 following sales of our assets we changed our business model and in March of 2010 launched our binary options business. On June 5, 2011, as further discussed below, our subsidiary, WGM completed the acquisition of proprietary software, customer database and all rights related thereto, including the domain name www.eztrader.com, from Venice Technologies Ltd., an Israeli corporation, which platform features online trading of binary options.

Our Current Business

The Binary Options Market

A Binary Option is a type of option where the payoff is straightforward – it pays back either some fixed amount of a trade or nothing at all. The two main types of binary options are the cash-or-nothing binary option and the asset-or-nothing binary option. The cash-or-nothing binary option pays some fixed amount of cash if the option expires “in-the-money” while the asset-or-nothing pays the value of the underlying security. Thus, the options are binary in nature because there are only two possible outcomes. They are also called all-or-nothing options, digital options and Fixed Return Options (“FROs”).

Binary Options – featured by online providers

Unlike “regular” options that are offered by different exchanges and which are contracts where the customer pays for the right to buy or sell an underlying asset at a given price, an online binary option is a contract where the customer pays for the right to receive a fixed return in case the price of the underlying asset ends up higher or lower than the strike price.

In addition, unlike traditional stock-exchange-offered binary options that pay a fixed amount or nothing only if the option expires in-the-money, online binary options entitle the customer to gain a fixed return, in addition to his transaction amount (usually around 75%) if his prediction, either for a higher or lower strike price, has been achieved at the expiration of the underlying asset. If the customer’s prediction is not fulfilled, he loses between 85%-90% of his investment. The difference between what we receive when customers lose and what we pay out to the customers when they win, constitutes our revenue. For example, if a purchase is made at 10:15 AM of a binary call option on XYZ Corp.’s stock, struck at $100 with a binary payoff of 75%, then, if at the expiry time of 11:00 AM the stock is trading above $100, $175 is paid by us back to the customer. If its stock is trading below $100, only $10 is paid by us to the customer and we generate revenue of $90.

Online binary options usually carry an expiration date, or time, of once every hour, end of business day, depending on the specific chosen expiration period.

Online Binary Options Market

The online financial trading industry is competitive and evolving. As an international provider of binary options, we compete primarily against businesses like AnyOption.com and 24Option.com.

There are a number of websites competing in other online trading mediums, such as trading in pairs of foreign currencies, commodities, equities and indexes.

Different Types of Binary Options

Binary options are simple put or call options conditioned only by the price and the expiration date. They refer to conditional scenarios that if they come true, either validate or invalidate the option. The customer knows ahead of his investment the amount of the desired payout he will get if his conditional scenario proves to be right or his loss if his conditional scenario proves to be wrong.

Binary Options Websites

We offer customers, mainly from European markets, the ability to trade on options through www.ezrader.com and www.globaloption.com. Approximately 93% of our revenues is derived from the European market. We do not offer our services to customers from the United States (“U.S.”), Canada, Japan, Turkey and certain other South East Asian countries. Specifically, we market our online binary options trading business towards customers who are seeking to realize a profit from their trades within a short period of time. We market to such customers because, in our opinion, our Trading Platform features a novel venue and a simpler and straightforward method for the realization of immediate returns on trades in the global financial markets.

Customers use our binary options platform to choose either a put option or a call option. In either case, if the option expires “in-the-money”, customers receive about 75% return on their trades or lose between 85%-90% of their trades if their option expires “out-of-the-money”. Expirations take place once every sixty seconds, or every hour, or at the end of each day depending on the specific chosen expiration period.

In order for customers to start trading, they are required to open an account and provide their exact personal information, a process which is simple and straightforward. Once this phase is complete, customers have an array of methods to make a deposit. They can elect to use their credit card, e-wallet provider or effectuate a bank wire transfer. Credit card and e-wallet deposits are recorded immediately as credits in the customers’ account and they can then proceed to make their trades.

All quotations of current rates and active assets of the different trading exchanges are provided through eSignal and NASDAQ OMX in real time.

Also, customers are provided with a sophisticated back-office tool, enabling monitoring of their entire account activity.

Marketing

We invest significantly in marketing and advertising as we believe that marketing and advertising is critical for increasing number of new customers and active customers which are among the main drivers of revenue growth. We seek to acquire customers through a range of marketing online channels such as media buying, affiliation with marketing partners, Pay Per Click (PPC), Search Engine Optimization (SEO) and social media.

In August 2014, we signed exclusive three year premium partnership agreements with Bayer 04 Leverkusen, a Premier Bundesliga Football Team, and with Feyenoord Rotterdam, one of the most successful football teams in the Netherlands pursuant to which we became a sponsor of these two teams and receive certain rights, including on-line and field display of our logos and the right to use the website addresses of these teams for our marketing and advertising purposes.

In September 2014, we signed a sponsorship agreement with VFL Wolfsburg women team, a Premier Bundesliga Football Team which won the European Champions league in the past two years, pursuant to which we became a sponsor and received certain rights, including on-line and field display of our logos and the right to use the website addresses of these teams for our marketing and advertising purposes.

Our marketing strategy is to focus on investing in targeted and cost-effective marketing initiatives, including in both online and off-line media channels, affiliate programs, sponsorships and co-operations with leading consumer manufacturers, which provide us measurable result. The majority of advertising is conducted through online channels such as search engine websites (such as Google, MSN and Yahoo), apps and via the “OPTION AFFILIATES.COM” program, which is an extensive affiliates network with approximately 2,500 affiliates.

Under the media buying channel we seek and maintain local websites that can generate quality traffic source, within the “OPTION AFFILIATES.COM” program. We maintain a large number of “affiliate” marketing partners, typically operators of one or more websites on which certain products and services are promoted. We provide our affiliates with a range of marketing materials designed to direct potential customers to the Trading Platform, and affiliates are compensated on a success basis.

We have engaged with business intelligence providers in order to measure our marketing results. Business intelligence systems have provided us with full insights on user potential, personal preferences and operative platform to connect with users (via emails, SMS and our call center).

We are able to analyze this data to determine the conversion ratios between the “clicks” on the website and sign-ups for real money accounts. In reviewing this information, we are able to calculate the return on investment and the maximum price per click we are prepared to pay for a particular online marketing campaign, and as a result, to allocate marketing resources effectively. We believe online awareness of our brand is growing.

Strategy

We intend to grow our customer base further and increase the proportion of customers who trade frequently and for a longer period of time, resulting in an increase in the number of trades executed on the Trading Platform. We intend to do this by increasing brand awareness and business intelligence and attracting more customers in regulated markets, to and retaining more customers on, the Trading Platform. We believe that increased brand awareness with business intelligence will generate greater Average Revenue Per User (“ARPU”) by improving our perception by customers and hence willingness to trade on the Trading Platform with greater frequency and in greater quantum. We believe that increased brand awareness alongside with deep business intelligence has the potential to improve the margin between ARPU and Average User Acquisition Cost (“AUAC”).

We also intend to increase our customer base through entry into new markets. Where appropriate, we will also consider setting up local offices or subsidiaries in such markets and to extend our product and technology offering.

We intend to further update the number of financial assets offered for binary options trading on the Trading Platform. We believe that by adjusting the product portfolio, we will attract more relevant customers to the Trading Platform resulting in a variety of trading activity.

We have extended our trading platform and it is now available on many leading mobile devices. We strongly believe that our ability to deliver the most advanced and reliable mobile platform will enable us to continue to have a leading position in the market place.

Trading Platform

We believe that our success is primarily due to the self-developed proprietary technology supporting the Trading Platform:

(i) Customer interface the Trading Platform

The Trading Platform provides a simple and consistent interface for customers across a number of different devices. It has been designed to be as intuitive and easy to use as possible and provides customers with real-time prices, execution facilities and a multitude of order types. Through these proprietary and user-friendly delivery channels, customers may trade and access their account information online through a number of different mediums, which increases accessibility to, and traffic on, the Trading Platform.

The Trading Platform’s customer interface is designed to interact efficiently, with as little human input as possible. The Trading Platform processes each customer’s trades automatically, updating the “back office” account information in real-time. Real-time position-keeping also allows customers to monitor their open positions and trading activity continuously.

As a result of our self-developed proprietary technology, we pay no external license fees for our core Trading Platform technology. This allows us to operate with internal timeline and allow flexible account management with customers not limited by third party limitations from a platform service provider.

In the year ended December 31, 2013 over 152,000 trades were closed on the Trading Platform (during the first half of 2014 over 319,000 trades). We believe there is significant scope for the Trading Platform to process more trades, without a material increase in development costs. The Trading Platform is designed to accommodate additional instruments and customers easily, with limited modifications and minimal capital expenditure.

(ii) Robust, scalable technology platform and infrastructure

The modular server architecture is designed to maximize trade reliability, speed and network security across our network. In addition, we operate through a number of different scalable servers, so that if one or more should fail, the remaining servers should be in a position to maintain our operations. We believe that our business model is scalable as a result of the level of automation in the Trading Platform.

The network is protected against unauthorized intrusions by firewalls and, to maximize reliability and security, we have developed a backup system in the event the systems are unable to perform. All data held in the network is clustered in a “Storage Area Network” and is automatically backed up every hour with the backups being transported offsite once each week. To date, we have never experienced an unauthorized intrusion into our network.

While we are responsible for the administration of the Trading Platform, we use a third party hosting service. The third party service provider, which has a SAS70 accreditation, also provides monitoring services. In the case of a disaster, the third party service provider is responsible for the provision of replacement devices that are ready for deployment.

We believe that as the binary options market continues to experience growth, we have the proprietary technology to grow with it with a view to increasing our market share. In addition, developing the necessary proprietary technology presents high barriers to entry for new entrants into the market due to the time-consuming and capital-intensive software development which is initially required.

Proprietary Intellectual Property

To our knowledge, none of our products or services is subject to any patents, patent applications or registered copyrights. We believe that our products and services, including the Trading Platform, are primarily protected by copyrights, trademark, trade secrets and contract laws in the jurisdictions we operate. However, despite our efforts to protect our proprietary rights from unauthorized use or disclosure, our efforts may not be sufficient or successful. It may be possible that some of our innovations may not be protectable. If third parties were to use or otherwise misappropriate our source code, other copyright materials, trademarks, service marks or other proprietary rights without our consent or approval, our competitive position could be harmed, or we could become involved in costly and distracting litigation to enforce our rights.

We do not currently own any registered copyrights or trademarks.

Customer base

We are a highly customer focused business as both winning and retaining customers is our key strategy. The Trading Platform is only used by retail customers and is not available to institutional traders.

We believe that our business is attractive to customers for several reasons, including, but not limited to, the following:

the Trading Platform provides a simple and consistent interface for customers across a number of different devices;

we aim to offer competitive dealing options which vary by instrument category;

we offer binary options linked to a broad range of underlying instruments, including indices, international stocks, commodities and currency pairs; and

our strategy involves offering bonuses which are designed to attract new customers and encourage existing customers to trade with real-money on the Trading Platform.

Industry background and markets

We believe that customers are being attracted to Binary Option trading due to the range of underlying financial instruments, high payout offering and the ability to gain exposure to such instruments with a relatively low capital requirement.

We believe that, internationally, there is an increased acceptance of binary options both as a viable investment and as a product which offers a simple ability to trade. We believe that, going forward, customers will favor regulated online trading providers with a global reach and, accordingly, we continue to enhance and develop our existing Trading Platform and seek to anticipate market trends and customers’ expectations.

The online financial trading industry is competitive and evolving. As an international provider of binary options, we compete primarily against businesses like AnyOption.com, 24Option.com.

We believe we have several key competitive advantages in our marketplace including, but not limited to:

no commission on trades;

a technology platform which is not reliant on third party software;

a simple offering consisting of only binary options across four underlying asset classes; and

a user-friendly Trading Platform which allows the users to handle his trades in a very simple way; and

a state of the art Trading Platform application for mobile devices

Our user review scores online are typically higher than our peers which we believe supports our strength offering. In addition, our focus on developing our online brand and presence is reflected in the fact that we perform competitively with our peers both on a worldwide basis and in our major markets.

Internationally diversified revenue model

We have internationally diversified revenue streams. In the year ended December 31, 2013 and in the six month period ended June 30, 2014, revenues deriving from customers based in the European Economic Area (“EEA”) (as defined and listed in the regulation page of our website www.eztrader.com) represented 64.8% and 93.4% of our revenue, respectively. The remainders of our revenues are derived from Singapore, Austria, Russia and South Africa. However none of these markets represents a material share of our revenues.

Trading and Customer limits

Trading limits

The technology developed by us incorporates real-time financial risk limitation systems with certain hedging and trading limit triggers.

Customer limits

Monetary limits placed on customers are: (a) exposure to any single instrument; (b) aggregate open positions as a whole; and (c) aggregate deposit amounts. Customer limits are determined with reference to, among other things, a customer’s credit score, trading history, and location and other due diligence results.

The limits placed on individual customers mitigate the risk that we become reliant on any single customer or small group of customers for our revenue and also mean that we have no significant exposure to the trading positions of any such customers.

When these limits are reached the Trading Platform automatically ceases to accept trades from the relevant individual until such time as exposure level falls below the relevant threshold(s).

Current trading and future prospects

We believe that we provide substantial opportunity based around the delivery of a binary option Trading Platform to retail customers in a growing international binary option market. We believe that an increasing awareness and willingness for customers around the world to trade derivative products such as Binary Options will offer us potential growth.

In July 2014, we initiated the process of obtaining a Futures Commodities Merchant (“FCM”) license in the United States which may enable us to operate in the U.S. in compliance with applicable regulations.

Government Regulation

U.S. Regulation of Online Binary Options

We are not aware of any clear definitive ruling that finds that online trading of binary options would constitute illegal activity under U.S. federal laws. However, in an investor alert, the SEC took the position that “if the terms of a binary option contract provide for a specified return based on the price of a company’s securities,” the binary option contract is a security and must be registered. To comply with CFTC and SEC regulations, we block U.S. persons from using our Trading Platform. We also block Canadian persons from using our Trading Platform.

The SEC filed a civil injunctive action on June 5, 2013, in the United States District Court for the District of Nevada against Banc de Binary Ltd. (“Banc de Binary”). The SEC alleged that the binary options sold by Banc de Binary were securities and that Banc de Binary had violated federal securities laws by offering and selling the binary options to investors across the U.S. without first registering them as securities. The SEC also alleged that Banc de Binary had been acting as a broker when offering and selling the binary options but had failed to register with the SEC as a broker as required under U.S. laws. The CFTC filed a parallel civil injunctive action against Banc de Binary in the District of Nevada on the same date, alleging that Banc de Binary offered and sold commodity options to U.S. customers in violation of the Commodity Exchange Act and CFTC Regulations. The CFTC action further alleged that Banc de Binary operated as an unregistered futures commission merchant in violation of the Commodity Exchange Act and CFTC Regulations.

In July 2014 we started the process of obtaining a FCM license in the U.S. which may enable us to operate in the United States in compliance with applicable regulations.

Non-U.S. Regulation of Online Binary Options

Each country in which we offer our online binary options may have local specific regulations. We aim to comply with such regulations and rules and will obtain any relevant licenses or regulatory approvals in any territory as we may be required to operate our online binary options business.

In May 2012, CYSEC decided to include binary options in the list of financial instruments that fall under the Investment Services and Activities and Regulated Markets Law of 2007-2009 (the “CYSEC Market Law”). The CYSEC Market Law requires, in part, those offering investment services related to binary options to apply for a license to operate as a Cyprus Investment Firm (“CIF”) by November 3, 2012. On November 2, 2012, WGM filed an application with CYSEC, for the granting of a license to operate as a CIF with respect to its binary options business, as is required by the CYSEC Market Law. In June 2013, we were granted a license to operate as a CIF. We completed pass porting for the 30 countries in the European market.

We have an office located at 12, Themistocli Dervi and 33 Vassilisis Frederikis Office 303, 1066 Nicosia, Cyprus and have obtained authorization to provide investment and ancillary services from CYSEC as per sections 6(6) and 22 of the CYSEC Market Law on June 14, 2013 with authorization number 203/13. Under section 79 of the CYSEC Market Law, an investment firm regulated by a commission must obtain approval for freedom to provide investment and ancillary services in another EU member state; we, using the trading name “EZTrader”, have obtained approval from CYSEC for free provision of services in all EU Member states on March 31, 2014.

WGM must comply with the pan-European regime established by the Markets in Financial Instruments Directive 2004/39/EC (“MiFID”), which became effective on November 1, 2007, and regulates the provision of investment services and activities throughout the EEA.

Key Strengths

We believe that we have a number of attributes which, collectively, differentiate us in the market in which we operate, including, but not limited to:

· fully regulated within EU as a market maker;

· strong brand recognition;

· a user-friendly and reliable Trading Platform that is consistent across multiple operating systems and devices;

● a state of the art Trading Platform application for mobile devices

· a focus on online marketing to drive customer acquisition;

· a financial risk limitation model;

· a broad range of assets traded by binary options;

· a scalable business model; and

· a focus on offering retail (rather than institutional) customers the ability to trade in binary options.

Competition

We believe that the online binary options industry is young but rapidly growing. Today, there are still only a small number of websites that feature trading on binary options, some of which have similar product offerings to ours. Such websites include www.anyoption.com, and www.24option.com.

Item 1A. Risk Factors

Our business involves a high degree of risk, and our securities are highly speculative. Potential investors should carefully consider the risks and uncertainties described below and the other information in this Registration Statement on Form 10 before deciding whether to invest in shares of our common stock. If any of the following risks actually occur, our business, financial condition, and results of operations could be materially and adversely affected. This could cause the trading price of our common stock to decline, with the loss of part or all of an investment in our common stock. The following risk factors are not the only risk factors we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.

Risks Related to Our Financial Condition and Capital Requirements

We may need to raise additional capital to fund our ongoing operations and growth.

The amount of our future capital requirements depends primarily on the rate at which we increase our revenues and correspondingly decrease our use of cash to fund operations. Cash used for operations will be affected by numerous known and unknown risks and uncertainties including, but not limited to, our ability to successfully market our products and services and the degree to which competitive products and services are introduced to the market. As long as our cash flow from operations remains insufficient to completely fund operations, we will continue depleting our financial resources and seek additional capital through equity and/or debt financing. If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our Company held by existing stockholders will be reduced and those stockholders may experience some dilution. In addition, new securities may contain rights, preferences or privileges that are senior to those of our common stock.

There is no assurance that profitable operations can be sustained.

As of June 30, 2014, we had an accumulated deficit of $27.1 Million. We expect to incur substantial costs that may not be offset by increased revenues. These costs include the following: hiring new staff and investing in marketing of our binary options business.

Although we achieved a substantial increase in operating revenues, our operating results are likely to be difficult to predict and are likely to fluctuate substantially.

Our operating results are likely to fluctuate significantly due to a variety of factors, many of which are outside of our control. Factors that may harm our business or cause our operating results to fluctuate include the following:

technical difficulties with respect to the use of our binary options platform; and

adverse regulatory developments in the business of binary options.

We have financed our operations primarily through the sale of equity securities.

We may need to continue to finance our operations with the sale of equity securities. If we do so, our stockholders will experience dilution to their percentage interest in us, which may be substantial, and the new equity securities may have rights, preferences or privileges senior to those of existing holders of our shares of common stock. If we are unable to obtain future financing by way of the issuance of convertible debt, the sale of equity securities, we may have to substantially curtail or cease operations or find a merger partner on terms which, if available at all, may be unfavorable.

Regulatory Risks

We are subject to regulatory capital requirements under the laws of Cyprus and failure to meet the requirements could have a material adverse effect on our business, financial condition and results of operations.

We are regulated under CYSEC Market Law, which requires us to meet the capital adequacy tests as per section 67 of the CYSEC Market Law, where a CIF must have its own funds which are at all times more than or equal to the sum of its capital requirements.

Currently, we are required to submit capital adequacy reports on a monthly basis. CYSEC as per section 72 of the CYSEC Market Law considers that a CIF must make certain public disclosures in an information report and submit to the CYSEC all information relating to its capital adequacy. We are required to maintain a minimum net capital of €1,000,000. Failure to implement the recommendations of the CYSEC’s individual capital guidance could lead to enforcement action being taken against WGM and its officers and directors. Since we obtained our license to operate as a CIF from CYSEC, we have been in compliance with all the CYSEC’s requirements.

Furthermore, section 74 of the CYSEC Market Law states that if a CIF violates the provisions of Part VIII of the CYSEC Market Law in regards to capital adequacy, the CYSEC may, judging at its absolute discretion the seriousness of the infringement, set for the CIF a deadline for compliance, impose administrative fine upon the CIF, and may consider proceeding with the withdrawal or suspension of the CIF authorization.

The minimum capital requirements to which WGM is subject may affect our ability to distribute profits which we would otherwise be permitted to distribute. In addition, any changes to the regulatory capital requirements in any of the jurisdictions in which WGM operates could restrict the pace of our expansion or affect the balance of the products we are able to offer and/or the jurisdictions in which we are allowed to offer them.

Any such change in our regulatory capital requirements could have a material adverse effect on our business, financial condition and results of operations.

Government regulation could require us to register our business or otherwise effect our operations.

We are not aware of any clear definitive ruling that finds that online trading of binary options would constitute illegal activity under U.S. laws, or the laws of the jurisdictions in which we operate. However, in an investor alert, the SEC took the position that “if the terms of a binary option contract provide for a specified return based on the price of a company’s securities,” the binary option contract is a security and must be registered. To comply with CFTC and SEC regulations, we block U.S. persons from using our Trading Platform. We also block Canadian persons from using our Trading Platform .Nonetheless, there remains a risk that a contrary result could be reached in any such jurisdictions and we could be required to register our activities with some or all such jurisdictions, face penalties or sanctions and/or otherwise have our operations negatively affected. The SEC filed a civil injunctive action on June 5, 2013, in the United States District Court for the District of Nevada against Banc de Binary. The SEC alleged that the binary options sold by Banc de Binary were securities and that Banc de Binary had violated federal securities laws by offering and selling the binary options to investors across the U.S. without first registering them as securities. The SEC also alleged that Banc de Binary had been acting as a broker when offering and selling the binary options but had failed to register with the SEC as a broker as required under U.S. laws. The CFTC filed a parallel civil injunctive action against Banc de Binary in the District of Nevada on the same date, alleging that Banc de Binary offered and sold commodity options to U.S. customers in violation of the Commodity Exchange Act and CFTC Regulations. The CFTC action further alleged that Banc de Binary operated as an unregistered futures commission merchant in violation of the Commodity Exchange Act and CFTC Regulations.

In July 2014 we started the process of obtaining a FCM license in the United States which may enable us to operate in the United States in compliance with applicable regulations. There is no assurance that we will be successful in such process.

Withdrawal or amendment of regulatory authorizations or non-compliance with, or changes to, the legal or regulatory framework in which we operate may have a significant adverse effect on our business and operations.

Withdrawal or amendment of regulatory authorizations in respect of all or part of the business carried on by us or in respect of the fitness and propriety of one or more individuals to perform their current roles (including any of our directors) might oblige us to cease conducting a particular type of business or modify the manner in which it is conducted. In particular, if our Cyprus CYSEC authorization were to be withdrawn, we would be unable to operate our business throughout the EEA – such jurisdictions contributed 64.8% and 21.6% of our revenue for the financial period ended December 31, 2013 and 2012, respectively. In addition, where authorization of a particular individual has been removed, this would result in the need to allocate to different individuals responsibility for the part of the business which had been that individual’s responsibility.

Failure to obtain prior regulatory authorization in a jurisdiction where we have operated or the refusal of a regulator to grant that authorization in a jurisdiction where we may wish to operate could prevent us from maintaining or expanding our business. We have never been refused any license which we have applied for.

Further, changes to laws or regulations, including the enactment of new requirements in relation to regulatory authorization, financial promotions, the use of third party affiliates, taxation, the internet or e-commerce (or a change in the application or interpretation of existing regulations or laws by regulators or other authorities), in any jurisdiction in which we currently carry on business might oblige us to cease conducting business, or modify the manner in which we conduct business, in that jurisdiction. Such changes could also have a material adverse effect on our business, financial condition and operating results and/or subject us or our directors, officers, or customers to additional taxation or civil, criminal, regulatory or other action.

For example, it is envisaged that the CYSEC will take a more proactive and interventionist approach than its predecessor, the Financial Services Authority, in regulating the conduct of business of investment firms such as WGM. The recent reform of the UK regulatory regime may also lead to changes to conduct of business regulation. In particular, the CYSEC has product intervention powers which include the power to ban products and services and it can also direct a regulated firm to withdraw or amend an advertisement. The implementation and use of the CYSEC’s new powers and more interventionist approach could place an increased demand on our management, compliance and information technology resources in the mid to long term and could divert resources from the normal operation of our business or the expansion of that business. This could have a material adverse effect on our future operations and consequently on our business, financial condition and operating results.

Any non-compliance with applicable laws or regulations in any jurisdiction could have a significant impact on the way in which we conduct our business. Any non-compliance with applicable laws or regulations could subject our employees, officers and directors to criminal penalties, civil lawsuits, warning notices, fines (which may be excessive) and/or other sanctions from regulators or authorities.

Operating via the internet in different jurisdictions exposes us to a number of risks which may have a significant adverse effect on our business and operations.

We currently have operations in various jurisdictions outside the EEA, in which we allow our customers to execute transactions over the internet. The regulatory and legal framework in these jurisdictions is complex and varies significantly. We decide to operate in such jurisdictions based on our view of: (a) the local legal and regulatory regime in the relevant jurisdiction (in relation to which local advice has been sought by us in most (but not all) cases); and (b) our estimation of the legal, regulatory and commercial risk in the relevant jurisdiction (including the likelihood of enforcement action being taken against us and/or our directors).

We have grown rapidly and as part of this growth have, in the past, commenced trading in a limited number of jurisdictions where operations have been found to constitute, or are likely to constitute, an offence and the penalties (whether civil, criminal, regulatory or other) against us or our directors are unknown. We have taken measures to mitigate these risks. We have adopted a policy which will take effect, following the effective date of this Registration Statement on Form 10, requiring certain action to be taken to reduce risk in any jurisdiction in which we plan to begin operations following the effective date of this Registration Statement on Form 10. Such policy also requires a higher standard of due diligence than has previously been undertaken to be conducted before operations are commenced in any new jurisdiction following the effective date of this Registration Statement on Form 10.

In some jurisdictions, it is not necessarily certain whether laws or regulations are applicable to the relationship we have with customers in those jurisdictions or, if they are applicable, the effect of those laws or regulations may itself be unclear. It is also possible that changes to the law (or interpretations thereof) or to our business may have occurred since the legal or regulatory position in relation to any particular jurisdiction was reviewed by us.

In the past, we have not operated, or may not have operated, and there is a risk that going forward we may not operate, in compliance with the laws (whether civil, criminal, regulatory or other) of some of those jurisdictions from which it is possible to access our products. We have taken measures to mitigate these risks. The governments of certain of those jurisdictions may attempt to regulate our products or services or take enforcement action, such as bringing prosecutions against us or our directors, for violations of relevant laws and regulations. Such circumstances could also result in or contribute to the CYSEC imposing a sanction on us including withdrawal of our regulatory authorization. Any such action could make it difficult for us to operate our international business in its current or anticipated form. In addition, we or our directors could become liable to administrative, criminal, financial or other penalties in certain jurisdictions in relation to past or future conduct, or could be unable to enforce claims against customers who are nationals or residents of those jurisdictions and/or such customers may be able to claim compensation from us for their losses.

Financial promotions regimes and other regulations may impact our ability to advertise.

We are reliant on online marketing channels to advertise our business and increase our customer base. However, in certain jurisdictions, the promotion of investment activities is regulated, which restricts the manner in which we may advertise in that jurisdiction.

While we have in place certain policies designed to ensure that all promotional materials are subject to review and approval before being released, such policies are subject to, and have in the past been affected by, human error and technological failure. Further, restrictions or requirements imposed by third party providers of online marketing services (such as word counts), or malfunctions or “bugs” in the software or systems of such third parties, may result in the future in certain financial promotions to be released by us not being in compliance with laws and regulations.

Any non-compliance with the laws or regulatory requirements could subject our employees, directors and officers to disciplinary action, criminal penalties, civil lawsuits and/or fines. Further, there is a heightened risk of the CYSEC imposing a sanction on WGM as a result of repeated instances of non-compliance with the financial promotions regime. Any such action could have an adverse effect on our reputation, business, financial condition and operating results.

No assurance can be given that new laws, rules or regulations will not be enacted, or existing requirements applied, in a manner which would restrict or curtail our current advertising activities (including our use of third party affiliates for advertising). Any restriction on our ability to advertise in a particular jurisdiction or jurisdictions could have a material adverse effect on our business, financial condition and operating results.

Laws, regulations or rules in the United Kingdom or other jurisdictions where we operate could result in customer agreements being deemed unenforceable as against the customer.

Our retail users are classified as “consumers” under the Unfair Contract Terms Act 1977 and Unfair Terms in Consumer Contracts Regulations (“UTCCR”). We are required to comply with Cyprus consumer protection laws such as the Unfair Contract Terms Act 1977 and UTCCR, breach of which could result in us being subject to regulatory sanctions, receiving customer complaints and claims for losses, and not being able to enforce contracts against our customers. Similar consumer protection laws in other jurisdictions could have the same result. Any such events would damage our reputation and impact our business, financial condition and operating results. Further, the contract in place between us and a customer may be deemed void or unenforceable in certain jurisdictions if construed as a contract for gambling or betting or otherwise contrary to public policy. Although we have not faced a claim of this kind to date, there is a risk that customers who have executed a trade on the Trading Platform could later demand to recover any funds they have lost as a result of such trade. If such claims were successful, this could have an adverse effect on our business, financial condition and operating results.

The terms of current and proposed European Union Directives could restrict WGM and thus our business and implementation of those Directives could place a significant demand on our resources.

WGM must comply with the pan-European regime established by the MiFID 2004/39/EC, which became effective on November 1, 2007, and regulates the provision of investment services and activities throughout the EEA.

CYSEC sets out detailed requirements governing the organization and conduct of business of investment firms and regulated markets. It also includes best execution obligations, appropriateness tests, client categorization procedures, pre- and post-trade transparency requirements for equity markets and extensive transaction reporting requirements. Cyprus has adopted those MiFID requirements into national legislation and the CYSEC Rules, as have those other EEA jurisdictions in which we have a presence. The withdrawal or removal of any country from the EEA would remove that country from the operation of MiFID, which could adversely affect our ability to offer our Trading Platform to customers in that jurisdiction.

In the aftermath of the financial crisis, the European Commission set out a detailed plan for European Union financial services regulatory reform, outlining a number of initiatives to be reflected in new or updated directives, regulations and recommendations. If and when implemented, these will have direct and indirect effects on our operations in the EEA. In particular, a review of MiFID by the European Commission has led to the publication of a draft amended Directive and a draft new Markets in Financial Instruments Regulation and Markets in Financial Instruments Directive (known as “MiFID 2”). The proposals, if implemented, could have wide ranging and significant implications for WGM. The implementation of the proposals is not expected until 2015 and at this stage it is not possible to evaluate clearly their impact on WGM. It is expected, however, that the proposals are likely to increase our compliance burden and regulatory risks.

European Market Infrastructure Regulation (“EMIR”) became effective on August 15, 2012. Under EMIR, WGM has an obligation to report its derivatives trades to a trade repository. This obligation is a mandatory requirement by CYSEC where its implementation needs to be done with no delays; CYSEC can proceed with fines if any of the investment firms have not implemented it. EMIR became a requirement on January 1, 2014, and it is likely to result in higher compliance costs for WGM.

The European Commission has also published proposals to replace the Directive of the European Parliament on insider dealing and market manipulation (2003/6/EC) with a regulation on insider dealing and market manipulation with an accompanying Directive on criminal sanctions. There are also ongoing plans to reform the framework to which regulated firms are subject, including in relation to regulatory capital and the protection of client assets, which will have a direct effect on our EEA operations.

The implementation of any such changes could place a significant demand on our management, compliance and information technology resources and could divert them from the normal operation of our business or the expansion of our business. Further, once implemented, such changes could have a material adverse effect on our future operations and consequently on our business, financial condition and operating results.

The activities of our affiliates under the “OPTION AFFILIATES” program could give rise to legal and regulatory risks.

Revenue generated from the “OPTION AFFILIATES” program accounted for approximately 23% during the first six months of 2014 and for approximately 53% and 14% of our total revenue during the years ended December 31, 2013 and 2012, respectively, and we consider that it is an integral component of our marketing strategy. As part of the affiliate registration process, we carry out anti-money laundering checks on potential affiliates but do not otherwise vet or restrict prospective affiliates from joining the program. Further, once an affiliate has signed up to the program, we have no automated mechanism through which we can monitor or control our affiliates’ activities but instead carry out manual checks. These factors could expose us to risks associated with the activities of affiliates who advertise our brand (including in connection with bribery and corruption). Should an affiliate use our brand name in a manner which is unauthorized by us, this could give rise to reputational and legal risks, which in turn could have a material adverse effect on our reputation, business, financial condition and operating results. In the event that such activity becomes known to us, such affiliate is immediately removed from our programs.

We must comply with data protection and privacy laws.

Our operations are subject to a number of laws relating to data privacy. The requirements of these laws may affect our ability to collect and use personal data and also to plant and use cookies in a way that is of commercial use to us, if we do not ensure our adherence to appropriate compliance procedures. Breach of data privacy legislation could result in us being subjected to claims from our customers that we have infringed their privacy rights, and we could face administrative proceedings (including criminal proceedings) initiated against us by the data protection regulator of the relevant jurisdiction in which we operate. In addition, any inquiries made, or proceedings initiated by, individuals or any of such regulators may lead to negative publicity and potential liability for us, which could materially adversely affect our business.

Risks Related to Our Business Operations

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

We rely on information technology networks and systems, including the internet, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions, records, and customers’ personal identifying information. We purchase some of our information technology from vendors, on whom our systems depend. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential customer information, such as individually identifiable information, including information relating to financial accounts. Although we have taken steps to protect the security of our information systems and the data maintained in those systems, it is possible that our safety and security measures will not be able to prevent the systems’ improper functioning or damage, or the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could have a material adverse effect on our business, financial condition and results of operations.

Cyber-attacks against us or security breakdowns of us may adversely impact us.

We are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that we use to service our operations; or operational disruption or failures in the physical infrastructure or operating systems that support us. Cyber-attacks against us or security breakdowns of us may adversely impact us, potentially resulting in, among other things, financial losses; our inability to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. We may incur additional costs for cyber security risk management and remediation purposes. While we have established risk management systems designed to reduce the risks associated with cyber security, there can be no assurance that we will not suffer losses relating to cyber-attacks or other information security breaches in the future.

Our inability to protect our proprietary intellectual property could adversely affect our business.

Our proprietary intellectual property is key to our business. Our success depends on our ability to maintain protection of our intellectual property rights and to operate without infringing the proprietary rights of third parties. We may be unable to successfully protect our intellectual property rights.

We have not filed any patent or other applications or registrations covering our software. Therefore, we seek to protect the proprietary software developed by our employees (in the course of their employment with our Company) by including relevant provisions in their employment contracts. However, we cannot guarantee that our employees will not claim intellectual property rights in the works that such employees create.

There is also a risk that third parties may independently design and exploit software similar to the software developed by us without infringing our intellectual property rights, but with a material adverse effect on our business and profitability, or that our competitors as well as other companies and individuals may obtain and may have obtained intellectual property rights related to technologies for trading the types of products and providing the type of services we offer or plan to offer and that our intellectual property rights will not have priority over such third parties’ rights. If it were to be found, by a court or otherwise, that an employee or other third party is the rightful owner of intellectual property used by us or that one or more of our products or services infringe intellectual property rights held by others, we may be required to stop developing or marketing relevant products or services, stop using the relevant intellectual property, obtain licenses to use the relevant intellectual property or develop or market the products or services, pay royalties and/or damages to the employee or other third party holding the relevant intellectual property rights, and/or redesign the relevant products or services in such a way as to avoid infringement, any of which may have a material adverse effect on our business, financial condition and operating results. Any claim against us in relation to ownership or infringement of intellectual property, even if it lacks merit, could result in expensive and/or time-consuming litigation and/or negotiations.

A reduction in the availability of credit cards as a payment alternative for our customers could damage our business.

We currently accept credit and debit card payments from customers. It is possible that in future, major card issuing institutions may restrict the use of credit and debit cards in respect of online trading of binary options and this may result in a reduction in the availability of credit cards as a payment alternative for our customers, which could have a material adverse effect on our business and operating results.

Furthermore, payments by credit card expose our business to the risk of cancelled credit card transactions, which in the aggregate again could have a material adverse effect on our reputation, business, financial condition and operating results.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted in connection with Section 404 of the Sarbanes-Oxley Act, or any subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement. Ineffective internal control could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

Financial risk limitation policies, procedures and practices may not be effective and may leave us exposed to certain risks.

The design and implementation of our policies, procedures and practices used to identify, monitor and control a variety of risks may fail to be effective. Our financial risk limitation methods rely on a combination of internally developed technical controls, industry standard practices, observation of historical market behavior and human supervision. These methods may not adequately prevent future losses, particularly to the extent they relate to extreme market movements, which may be significantly greater than the historical measures indicate. The design and implementation of our financial risk limitation procedures and practices have in the past been, and going forward will be, subject to human error, technological failure and fraud. There can be no assurance that we will set financial risk limitation parameters accurately, that our testing and quality control practices will be effective in preventing technical software or hardware failure or that our employees will accurately and appropriately apply our financial risk limitation procedures. Any failures in this regard could have a material adverse effect on our reputation, business, financial condition and operating results.

We are also exposed to potential losses due to fraud and other misconduct by customers. For example, customers or people impersonating customers may engage in fraudulent activities, including improper use of legitimate customer accounts and the use of a false identity to open an account (as has occurred in the past). Such activities may be difficult to prevent or detect and the provisions of our customer agreements and other contractual arrangements that are intended to protect us against such risks and losses may fail to be effective. We may not be able to recover the losses caused by such activities or events and any such losses could have a material adverse effect on our business, financial condition and operating results.

We are exposed to fluctuations in currency exchange rates.

Our functional currency is U.S. Dollar. We generate our revenues in a variety of currencies, including the EURO, Sterling, Ruble, Swedish Krona, Brazilian Real and Chinese Yuan. As a result, some of our financial assets are denominated in these currencies and fluctuations in these currencies could adversely affect our financial results. We do not currently engage in any currency hedging transactions intended to reduce the effect of fluctuations in foreign currency exchange rates on our results of operations. If we were to determine that it was in our best interests to enter into any currency hedging transactions in the future, there can be no assurance that we will be able to do so or that such transactions, if entered into, will materially reduce the effect of fluctuations in foreign currency exchange rates on our results of operations. In addition, if, for any reason, exchange or price controls or other restrictions on the conversion of one currency into another currency were imposed, our business could be adversely affected. Although exposure to currency fluctuations to date has not had a material adverse effect on our business, there can be no assurance such fluctuations in the future will not have a material adverse effect on revenues from international sales and, consequently our business, operating results and financial condition.

We may not be able to compete successfully against current and future competitors.

The binary options industry is new, rapidly evolving and will likely become intensely competitive. Currently, we compete with a small number of operators, some of which have similar product offerings. Some of our competitors may have greater financial, marketing and other resources than us which may enable them to better compete with us.

Our competitors may be able to offer more favorable terms and may also adopt more aggressive pricing or promotional policies than us, which may hinder our ability to quickly penetrate the market and grow our business.

We are dependent for our revenue and profits on trading volume from binary options. If the market for binary options does not grow in accordance with our expectation, the future growth and expansion of us may not be successful. For example, should a change of law or regulation in any of the jurisdictions in which we operate mean that restrictions of a material nature are imposed in respect of trading in binary options (in the same way as, for example, gambling contracts are restricted or prohibited in certain jurisdictions) this could significantly reduce the market for binary options in the relevant countries. Any such decline in the market for binary options which is significant would have a material adverse effect on our business, financial condition and operating results.

If we are not able to manage growth of our business, our financial condition and results of operations will be negatively affected.

We believe that rapid growth and expansion could cause significant strains on our managerial, operational, financial and other resources. Any failure to manage the anticipated growth and expansion of our business could have a material adverse effect on our financial condition.

Political and economic events may harm our operations.

Ongoing financial instability has had, and may continue to, have a material adverse effect on the world economy, consumers and financial market participants. These or similar events have in the past increased or prolonged, and may in the future increase or prolong, negative economic conditions which could have a material adverse effect on our business, financial condition and operating results.

We generate the majority of our revenue from customers in the EEA, which in aggregate accounted for 64.8% and 21.6% of our revenue for the years ended December 31, 2013 and 2012, respectively. The occurrence of any negative political or economic events within the EEA could result in significant revenue shortfalls which could cause our business to be harmed. Such events could include the collapse of the euro as a currency, the break-up of the Eurozone or the withdrawal or removal of an existing member state from the EEA.

We depend on our senior management team, and if we are unable to retain our current personnel and hire additional personnel, our ability to implement our growth strategy and compete in our industry could be harmed.

Our future growth and success depends, in part, upon the leadership and performance of our CEO, Mr. Shimon Citron, who has significant experience in the online marketing and would be difficult to replace. We are highly dependent on the continued services of the CEO. The agreements in place with certain members of our management team (including the agreements with, or in respect of the services provided by, the CEO) allow the relevant individual to resign from our Company upon between 30 to 90 days' notice. The loss of any members of the senior management team or other key employees, the inability to recruit sufficient, qualified personnel, or the inability to replace departing employees in a timely manner could have a material adverse effect on our ability to run our business and, accordingly, on our financial condition and operating results.

In order to compete effectively, we must keep up with rapid technological changes and changes in our customers’ requirements and preferences.

The online trading industry is characterized by rapid technological changes and evolving industry standards. Customers constantly demand more sophisticated products and services and customer preferences change rapidly. To remain competitive, we must continue to innovate, further enhancing and improving the responsiveness, functionality, accessibility and other features of our Trading Platform. Our success depends on our ability to anticipate and respond to technological changes and customer preferences in a timely and cost-effective manner. We believe that we are well placed to respond to these challenges bearing in mind that key technologies are developed in-house allowing us to respond to changes in customer preferences quickly and efficiently. However, there can be no assurance that we will be able to effectively anticipate and respond to technological changes and customer preferences in the future.

Failure to do so could have a material adverse effect on our business and operating results.

We are partially dependent on third parties, including infrastructure suppliers, data providers and data sources, and online marketing service providers.

Our business depends on the capacity and reliability of our network infrastructure, to a certain extent provided by third party suppliers such as telecommunications operators that transmit our traffic over local and wide area networks and the internet. If any of these suppliers were unable to fulfill the terms of their contracts for any reason or if they terminated their contracts with us and we could not replace them with alternative suppliers in a timely fashion and on favorable commercial terms, it could impair the quality of, or make it impossible for us to deliver, our own products and services. Any such event could have a material adverse effect on our business, financial condition and operating results.

In addition, we are dependent upon third party data providers and, in some cases, underlying data sources such as stock and commodities exchanges, to supply real-time market prices and other information necessary for the operation of our business in consideration for license fees paid to them by us. There is no guarantee that any of these providers or underlying data sources will be able to adequately expand these services to meet our needs or to continue to provide these services in an efficient and cost-effective manner going forward. In addition, there is no guarantee that current license fees are any indication of the future fees that may be levied by such providers or underlying data sources, and going forward, there may be material increases in current license fees, an imposition of new license fees, a refusal to grant a license or restrictions may be imposed by these providers of information. Any such occurrences, or any termination of a contract by a third party data provider or data source, could have a material adverse effect on our business, financial condition and operating results (and certain third party data providers or data sources are able to terminate their arrangements with us on very short notice periods).

We are reliant on third parties to provide online marketing services. Any increase in the cost of online marketing channels, or termination of a contract by one of the few key providers of online marketing services to us (such as Google), including as a result of a breach of contract by us, could adversely affect our ability to achieve our advertising objectives and consequently our business, financial condition and operating results.

We may suffer losses if our reputation is harmed.

Our ability to attract and retain customers and employees may be materially adversely affected to the extent our reputation is damaged. Issues that may give rise to reputational risk include, but are not limited to, failure to deal appropriately with legal and regulatory requirements in any jurisdiction (including as may result in the issuance of a warning notice or sanction by a regulator or the commission of an offense (whether civil, criminal, regulatory or other) by us or any of our officers, directors, or employees), money-laundering, bribery and corruption, factually incorrect reporting, staff difficulties, fraud (including on the part of customers), technological delays or malfunctions, the inability to respond to a disaster, privacy, record-keeping, sales and trading practices, and the credit, liquidity and market risks inherent in our business and our activities. For example, we have from time to time received complaints from customers who are dissatisfied with certain our aspects. If we fail, or appear to fail, to deal with or settle any such complaints effectively or deal with other issues that may give rise to reputational risk or if we fail to retain customers for any other reason, it could have a material adverse effect on our reputation, business, financial condition and operating results.

Material customer complaints could result in incurring significant costs by us or requiring us to pay a high level of compensation to the relevant customer, or could affect our reputation, any of which could have a material adverse effect on our business or operations.

The activities of individuals or entities attempting to pass themselves off as associated with us, or otherwise falsely advertising or promoting us, could cause reputational damage to us, which could impact our business, financial condition and operating results.

The terms on which we have contracted with certain customers, affiliates and suppliers may not be standard.

Due to our fast-growing nature, the terms on which we have contracted with customers, affiliates and suppliers have differed over time and therefore the contracts in place with certain customers, affiliates and suppliers are not on standard terms. In some cases, the relevant contract is not clear, may be unfair or onerous on the counterparty, does not limit our liability, allows the counterparty to terminate its arrangement with us on a very short notice period, does not allow us adequate flexibility regarding termination of our arrangement with the counterparty and/or contains an indemnity from us in favor of the counterparty. The terms of these contracts, claims against us under these contracts or the termination of any of these contracts by the relevant counterparty could adversely affect our business, financial condition and operating results.

Risks Related to Our Common Stock

Our officers and directors beneficially own 9.6% of our outstanding common stock, warrants and granted options. Accordingly, it may be more difficult for our outside stockholders to significantly influence matters that are voted upon by our stockholders, including the election of directors.

As of August 31, 2014, our officers and directors beneficially owned 9.6% of our issued and outstanding stock on a fully diluted basis. We do not have cumulative voting in the election of directors. Thus, it may be more difficult for purchasers of our common stock to affect the election of any directors to our Board of Directors (“Board”) and any other matters upon which stockholders may vote in the future.

The limited market for our shares will make our stock price more volatile. Therefore, you may have difficulty selling your shares.

The market for our common stock is limited and we cannot assure you that a larger market will ever be developed or maintained. Currently, our common stock is quoted on the OTC Pink. We expect that our common stock will be quoted on the OTCQB following the effectiveness of this Registration Statement on Form 10. Securities quoted on the OTCQB typically have low trading volumes. Market fluctuations and volatility, as well as general economic, market and political conditions, could reduce our market price. As a result, this may make it difficult or impossible for our stockholders to sell our common stock. In addition, unlike NASDAQ and the various international stock exchanges, there are few corporate governance requirements imposed on OTCQB-quoted companies.

Our common stock is subject to the “penny stock” rules of the SEC, and the trading market in our common stock is limited. This makes transactions in our common stock cumbersome and may reduce the value of your shares.

The SEC has adopted Rule 3a51-1 under the Exchange Act which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 under the Exchange Act requires:

that a broker or dealer approve a person’s account for transactions in penny stocks; and

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person; and

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, among other things:

sets forth the basis on which the broker or dealer made the suitability determination; and

that the broker or dealer received a signed, written statement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in its market value.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Risks of Doing Business in Israel

Our principal offices are located in Israel and the unstable military and political conditions of Israel may cause interruption or suspension of business operations without warning.

Our principal offices are located in Israel. As a result, we are directly influenced by the political, economic and military conditions affecting Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. In addition, Israeli-based companies and companies doing business with Israel have been the subject of an economic boycott by members of the Arab League and certain other predominantly Muslim countries since Israel’s establishment. Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results of operations. During July and August 2014 and in November 2012, Israel was engaged in an armed conflict with Hamas, a militia group and political party which controls the Gaza Strip, and during the summer of 2006, Israel was engaged in an armed conflict with Hezbollah, a Lebanese Islamist Shiite militia group and political party. These conflicts involved missile strikes against civilian targets in various parts of Israel, including areas in which our employees are located, and negatively affected business conditions in Israel. Any armed conflicts, terrorist activities or political instability in the region could adversely affect business conditions and could harm our results of operations and could make it more difficult for us to raise capital. Parties with whom we do business may sometimes decline to travel to or be prevented from traveling to Israel during periods of heightened unrest or tension, forcing us to make alternative arrangements when necessary in order to meet our business partners face to face. In addition, the political and security situation in Israel may result in parties with whom we have agreements involving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements.

Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East. Although the Israeli government has in the past covered the reinstatement value of certain damages that were caused by terrorist attacks or acts of war, we cannot assure you that this government coverage will be maintained, or if maintained, will be sufficient to compensate us fully for damages incurred. Any losses or damages incurred by us could have a material adverse effect on our business. Further, recent political unrest in the Middle East has intensified and may also impact the relationship between Israel and other countries in the area, including Egypt and Syria. In addition, there have been increased tensions with Iran in recent months based upon reports regarding the efforts of Iran to develop a military nuclear capability. Although Israel has entered into various agreements with certain Arab countries and the Palestinian Authority, and various declarations have been signed in connection with efforts to resolve some of the economic and political problems in the Middle East, we cannot predict whether or in what manner these problems will be resolved. Wars and acts of terrorism have resulted in significant damage to the Israeli economy, including reducing the level of foreign and local investment.

Furthermore, certain of our officers and employees may be obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called up for active military duty at any time. All Israeli male citizens who have served in the army are subject to an obligation to perform reserve duty until they are between 40 and 49 years old, depending upon the nature of their military service.

Under current Israeli law, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees.

Israeli courts have required employers seeking to enforce non-compete undertakings against former employees to demonstrate that the former employee breached an obligation to the employer and thereby caused harm to one of a limited number of legitimate interests of the employer recognized by the courts such as the confidentiality of certain commercial information or a company’s intellectual property. The provisions of such clauses prohibit our employees, if they cease working for us, from directly competing with us or working for our competitors. In the event that any of our employees chooses to work for one of our competitors, we may be unable to prevent our competitors from benefiting from the expertise of our former employees obtained from us, if we cannot demonstrate to the court that a former employee breached a legitimate interest recognized by a court and that we suffered damage thereby.

It could be difficult to enforce a U.S. Judgment against our officers, our directors and us.

All of our executive officers and directors are non-residents of the United States, and virtually all of our assets and the assets of these persons are located outside the United States. Therefore, it could be difficult to enforce a judgment obtained in the United States against us or any of these persons.

Item 2. Financial Information.

Overview

The following discussion and analysis should be read in conjunction with the audited financial statements and notes thereto included elsewhere in this Registration Statement on Form 10. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of our actual operating results in the future. Such discussion represents only the present assessment by our management.

Our financial statements are stated in U.S. Dollars (US$) and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those anticipated in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” elsewhere in this Registration Statement on Form 10.

Our Business

We are a company which derives its income from offering online trading of binary options. A small percentage of our income (less than 1%), a remnant of our historical activity, is derived from revenue share in the interactive gaming industry, through a third party.

In the course of our activities, we have sustained operating losses. To date, we have not generated sufficient revenues to achieve an operating income or positive cash flow from operations. As of December 31, 2013, we had a negative working capital of $3.4 million and an accumulated deficit of $25.8 million. There is no assurance that profitable operations will be sustained on a continuing basis.

To date, our binary options business has had approximately 32,000 customers, of which approximately 15,000 are currently active customers. Our binary options’ trading volume for the year ended December 31, 2013 reached approximately $29,200,000, with a profit (difference between customers’ losses and winnings) of $5,324,274.

Our binary options’ trading volume for the first six months of the year 2014 reached approximately $34,100,000, with a profit (which is the difference between customers’ losses and winnings) of $7,947,988.

We refer in this discussion to the fiscal years ended December 31, 2013 and December 31, 2012, as “2013” and “2012,” respectively.

We have generated revenues since inception but they were not an adequate source of cash to fund future operations. Historically, we have relied on private placement issuances of equity, sales of assets and related party loans.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with U.S. GAAP. In connection with the preparation of the financial statements, we are required to make assumptions and estimates about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time the consolidated financial statements are prepared. On a regular basis, management reviews our accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. The following are our critical accounting policies:

Accounting for stock-based compensation

We account for stock based compensation to employees in accordance with Financial Accounting Standards Board ASC Topic 718, “Stock Compensation”. We measure and recognize compensation expense for share-based awards based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. This option pricing model requires that we make several estimates, including the option’s expected life and the price volatility of the underlying stock.

Revenue recognition

Since March 2010, we generate revenues from our binary options business. The online binary options trading business involves a customer trying to predict the occurrence of a future event that will be settled in a win or lose situation at expiration or the end of the day. There is only a win or lose situation (binary option) and the gain or loss is recognized once every hour, or at the end of each day. Thus, each event commences and ends on the same day. The revenues are principally generated from the margin between winning customers to losing customers. In a winning situation (when either a higher or a lower strike price has been achieved at the expiration of the underlying asset) the binary option entitles a customer a fixed return (usually around 75%) in addition to the transaction amount. In a losing situation (when the customer’s prediction is not fulfilled) the customer loses between 85%-90% of the transaction price. We recognizes revenues from the binary options on a net basis.

RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JUNE 30, 2014 COMPARED TO SIX MONTHS ENDED JUNE 30, 2013.

Revenues and Cost of Revenues

During the six months ended June 30, 2014 and June 30, 2013, we mainly generated revenues from our binary options business.

Total revenues for the six months ended June 30, 2014 increased by 422% to $7,952,947 from $1,522,543 for the period of six months ended June 30, 2013. The increase is primarily attributable to the increase of our spending on customer acquisition costs, improved website and effective marketing to improve brand awareness.

Our cost of revenues consists of compensation costs relating to employees who provide customer service to our customers, compensation costs relating to our network support staff, the cost of supporting our server and network infrastructure, and amortization of the software platform acquired on June 2011.

Cost of revenues for the six months ended June 30, 2014 increased by 143% to $457,158 from $188,433 for the six months ended June 30, 2013. This increase is attributable to the cost of operating our binary options business, including employee payroll, clearing fees and additional costs of revenues resulting from the significant growth in our revenues.

Sales and Marketing

Our sales and marketing expenses consist primarily of traffic acquisition costs (online media and affiliates), as well as compensation and related expenses for marketing personnel.

Sales and marketing expenses for the six months ended June 30, 2014 increased by approximately 1,136% to $4,649,143 from $378,394 for the six months ended June 30, 2013. The significant increase in sales and marketing expenses is attributable to the expansion of our business and increased marketing efforts, including expenses relating to employee payroll and payments to media and affiliates.

General and Administrative

Our general and administrative expenses consist primarily of compensation and related expenses for executive, accounting, legal, human resources and administrative personnel, professional fees and other general corporate expenses.

General and administrative expenses for the six months ended June 30, 2014 increased by 102% to $1,747,515 from $864,850 for the six months ended June 30, 2013. The increase is attributable to an increase in stock-based compensation expenses due to options granted to employees and directors in 2014, as well as an increase in legal and other professional fees spent in 2014 in connection with the filing of this Registration Statement on Form 10.

Research and Development

Our research and development expenses consist primarily of compensation and related expenses for our software development personnel, outsourced labor and expenses for testing new versions of our software.

Research and development expenses for the six months ended June 30, 2014 increased by 259% to $420,470 from $117,163 for the six months ended June 30, 2013. The increase is attributed to the expenses incurred in connection with the improvement of our Trading Platform, mainly to the increase in payroll and related expenses of 166% ($258,000 for the six month period ended June 30, 2014 compared to $97,000 for the six month period ended June 30, 2013), as well as to the increase in subcontractors costs during the six month period ended June 30, 2014 of $162,000 compared to $20,000 during the six month period ended June 30, 2013.

Financial expenses

Our financial expenses for the six month period ended June 30, 2014 were $309,435 compared to $126,640 for the six month period ended June 30, 2013. The increase of 144% in the financial expenses is mainly attributable to the accrued interest and amortization of discount relating to the convertible loans, obtained by us in October 2013 and February 2014.

Liquidity and Capital Resources

As of June 30, 2014, our total current assets were $7,638,247 and our total current liabilities were $8,203,289. On June 30, 2014, we had an accumulated deficit of $27,102,779. We currently finance our operations through revenues from our binary options business.

Net cash used in operating activities in the amount of $672,413 during the six months ended June 30, 2014 resulted primarily from operating our binary options business, and it was spent primarily on marketing expenses and our employees’ wages.

Net cash provided from the investing activity during the six months ended June 30, 2014 was $1,119,226, mainly due to release of the restricted cash of approximately $1.4 million.

Net cash provided by the financing activities during the six months ended June 30, 2014 in the amount of $6,336,525, resulted primarily from the convertible loans in the net amount of $2.7 million received in February 2014, as well as private placement in May 2014 in the net amount of approximately $3.7 million.

Net Loss Attributable to the Company

Net loss attributable to the Company for the six months ended June 30, 2014 was $1,307,518 compared to a net loss of $910,599 for the six months ended June 30, 2013. Net loss per share from operations for the six months ended June 30, 2014 and 2013 was $0.01. Net loss for the six months ended June 30, 2014 and 2013 was primarily attributable to the operations of our binary options business which required significant marketing and operational expenses, primarily consisting of online advertisement of our online trading of binary options sites, and employee related expenses. Our weighted average number of shares of common stock used in computing basic and diluted net loss per share for the six months ended June 30, 2014 was 87,031,332 as opposed to 79,843,562 for the six months ended June 30, 2013. The increase in our outstanding shares is mainly attributable to our equity issuances in December 2013 and May 2014, as described below.

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2013 COMPARED TO YEAR ENDED DECEMBER 31, 2012.

Revenues

Our total revenues for 2013 increased by approximately 148% to $5,340,040 from $2,153,200 in 2012. The increase is mainly attributable to the increase of our spending on customer acquisition costs, improved website and effective marketing to improve brand awareness.

We are entitled to royalties from a revenue sharing arrangement upon sublicensing of our products to end-users. We recognize royalties from revenue sharing arrangements during the period based on reports obtained from our customers, through the relevant reporting period, on a monthly basis. In 2013 and 2012, revenues from such royalties amounted to $15,766 and $9,281, respectively, and were a marginal portion of total revenues.

Cost of Revenues

Cost of revenues for 2013 increased by approximately 122% to $680,439 from $306,891 in 2012. The increase is attributable to the cost of operating of our binary options business, including employee payroll, and additional costs of sales resulting from the significant growth in the Company’s activity since the acquisition of www.eztrader.com.

Sales and marketing

Sales and marketing expenses for 2013 increased by approximately 77% to $5,397,126 from $3,052,581 for 2012. The increase in sales and marketing expenses is attributable to marketing expenses, primarily consisting of online advertisement of our online trading of binary options sites.

General and Administrative

General and administrative expenses for 2013 increased by 50% to $1,930,176 from $1,200,171 for 2012. The increase in general and administrative expenses is primarily attributable to an increase in maintenance expenses as well as an increase in payroll and related expenses resulting from the significant growth in the Company’s activity.

Research and Development

Research and development costs increased by 174% in 2013 to $332,109 from $121,282 in 2012. The increase in our spending on research and development in 2013, as compared to the previous year, resulted from the increase in the payroll and related expenses of 125% ($273,000 in 2013 compared to $121,000 in 2012) as well as the subcontractors’ costs of $59,000 in 2013 compared to zero in 2012 related to the significant growth in our activity.

Financial Income/Expenses

Financial expense in 2013 amounted to $342,216 as compared to financial income in 2012 which amounted to $197,157. The change in financial expense versus income is primarily due to currency fluctuations.

Net Loss and Net Loss Per Share

Net loss attributable to us in 2013 increased to $3,342,026 from a net loss of $2,330,568 for 2012. Net loss per share (basic and diluted) in 2013 increased to $0.04 from a net loss of $0.03 for 2012. The net loss in 2013 and 2012 is primarily attributable to the significant marketing and operational expenses, primarily consisting of online advertisement of our online trading of binary options sites, customer acquisition costs, and other marketing costs to improve our brand awareness.

Our weighted average number of shares of common stock used in computing basic and diluted net loss per share for 2013 was 82,037,502 compared to 74,026,695 shares for 2012.

Liquidity and Capital Resources

As of December 31, 2013, our total current assets were $2,377,631 and our total current liabilities were $5,734,511. At December 31, 2013, we had a negative working capital of $3,356,880 compared with $1,048,178 as of December 31, 2012. As of December 31, 2013, we had an accumulated deficit of $25,795,261. In 2013, we financed our operations with a combination of revenues and equity issuances, as described below.

Cash and cash equivalents as of December 31, 2013 were $175,812, an increase of $112,612 from the $63,200 reported at December 31, 2012. Cash balances increased in 2013 compared to 2012 primarily due to the receipt of proceeds from convertible loans and issuance of equity securities to the shareholders, offset by the costs of operations of our binary options business.

Operating activities used cash of $745,002 in 2013. Cash used by operating activities in 2013 resulted primarily from the increasing cost of operations of our binary options business.

During 2013, we used $1,426,875 in investing activities, compared to $81,734 used in investing activities in 2012. Cash used in investing activities in the year ended December 31, 2013 mainly resulted from the restriction of cash of approximately $1.4 million. The restricted cash in the approximate amount of $1.4 million as of December 31, 2013, was held for financial institutions in Cyprus to fulfill our regulatory obligations with the CYSEC. In March 2014, we fulfilled our obligations and such amount was released. Cash used in investing activities in the year ended December 31, 2012 resulted from the purchase of property and equipment and short and long term deposits.

Financing activities provided cash of $2,284,489 and $650,428 in 2013 and 2012, respectively. Cash provided by financing activities in 2013 resulted primarily from equity issuances which amounted to $829,500, as well as receipt of proceeds from convertible loans in the net amount of $1,418,785. Cash provided by financing activities in 2012 resulted primarily from equity issuances which amounted to $634,000.

On November 8, 2012, we entered into securities purchase agreements with certain investors pursuant to which we sold our shares of our common stock (the “Shares”) and issued warrants (the “Warrants”) to purchase Shares (the “Transaction”). No separate consideration was paid for these Warrants. These Warrants are exercisable at any time until November 8, 2014. The aggregate net proceeds from the sale of the Shares and the issuance of the Warrants amounted to $379,000. Out of such proceeds, an amount of $108,000 was set-off against two outstanding loans, each in the amount of $54,000, provided to us in August 2012 by Mr. Shimon Citron, our CEO and one of our directors, and Mr. Ron Lubash, one of our directors. Following the Transaction, Mr. Citron received 540,000 of the Shares for total consideration of $54,000, and was issued 54,000 of the Warrants. Following the closing of the Transaction, Ricx Investments Ltd., one of our major shareholders (“Ricx”), received 2,500,000 of the Shares for total consideration of $250,000, and was issued 250,000 of the Warrants. At the closing of the Transaction, Mr. Lubash held approximately twelve percent of the outstanding equity interests of Ricx. The total $250,000 consideration paid by Ricx excludes Mr. Lubash’s $54,000 aforementioned set-off amount.

On May 12, 2013, we entered into a finance agreement with Activa Red Green, Ltd., pursuant to which we borrowed an amount of $100,000 with a maturity date on May 11, 2014. This loan bore an annual interest of 20% and was fully repaid in May 2014.

On June 12, 2013, we entered into a securities purchase agreement with Ricx, pursuant to which we sold to Ricx 4,295,220 shares of restricted common stock ("Ricx's Shares") of the Company at a price of $0.10 per share, and issued a warrant to purchase 859,044 shares of common stock (the "New Warrant") of the Company at an exercise price per share of $0.10. No separate consideration was paid for the New Warrant. The New Warrant expires on June 12, 2016. The net proceeds from the sale of Ricx's Shares and the issuance of the New Warrant amounted to $429,522. The transaction closed on June 12, 2013.

On October 29, 2013, we entered into a convertible loan agreement with certain Lenders, according to which, we borrowed from the Lenders a total amount of $1,391,000. This loan matures on October 29, 2014, and bears an annual interest of 10% to be repaid in a lump sum on such maturity date. This loan is convertible into "Conversion Units" which in total include 7,291,534 shares of our common stock, and warrants exercisable into 729,151 shares of our common stock each at a strike price of $0.19078 for a period of 18 months after issuance. The Lenders are entitled to require that this loan be repaid by delivering a 21 days prior written notice to the Company. In such case the Company is obligated to repay the principal of this loan and the interest accrued until such date.

On December 10, 2013, we entered into a securities purchase agreement with certain investors, pursuant to which we issued 1,920,631 shares of our common stock for a total consideration in the amount of $366,418, and a warrant to purchase 192,063 shares of our common stock at an exercise price per share of $0.19. We have received no additional consideration for such warrant. This warrant expires on December 10, 2015.

In February 2014, we issued convertible loans to new and existing shareholders for a total consideration of $2.8 million. The principal amount of the loans (but not the accrued interest) is convertible at any time before these loans mature into 7,963,542 shares of our common stock at an exercise price of $0.35 per share. The loans bear interest at an annual rate of 10%. The loans and accrued interest mature one year from the date of receipt of the loans, unless converted earlier by the lender. The lender may elect to extend the maturity for an additional year.

In May 2014, we entered into a share purchase agreement with certain investors, pursuant to which we issued 7,880,000 shares of our common stock for a total consideration of $3,940,000, and warrants to purchase 788,000 shares of our common stock at an exercise price per share of $0.50. These warrants expire in November 2019. The net proceeds from the sale of shares and issuance of warrants amounted to $3,717,620 and were recorded in equity. The transaction closed on June 6, 2014.

We had a negative working capital of $565,042 on June 30, 2014 compared with a negative working capital of $3,356,880 on December 31, 2013. Cash and cash equivalents on June 30, 2014 were $6,959,150, an increase of $6,783,338 from the $175,812 reported as of December 31, 2013. The increase in cash is primarily attributable to the convertible loans in the amount of $2.8 million received in February 2014, as well as private placement in May 2014 in the amount of approximately $3.9 million.

Outlook

We believe that our future success will depend upon our ability to enhance our binary options business. Although our current anticipated levels of revenues and cash flow are subject to many uncertainties and cannot be assured, we believe that we have sufficient cash to fund our operations for at least the next 12 months.

Off-Balance Sheet Arrangements

As of August 31, 2014, we had no off balance sheet arrangements that have had or that we expect would be reasonably likely to have a future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Item 3. Properties.

Currently, we lease premises located at 6 Yehezkel Koifman Street in Tel-Aviv, Israel. This location consists of approximately 850 square meters of office space, and the rent is approximately $11,000 per month. The term of our current lease expires January 31, 2015, with no renewal options. Prior to the expiration of our current lease, we will find a new office space which will be adequate for our needs for operating our business activities.

We also lease premises located at 12 Themistokli Dervi Street in Nicosia, Cyprus. This location consists of approximately 70 square meters of office space, and the rent is approximately $700 per month. The term of our current lease expires on October 31, 2014, with no renewal options. Prior to the expiration of our current lease, we will find a new office space which will be adequate for our needs for operating our business activities.

We believe that our current office space is adequate for our future needs for operating our business activities.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information, to the best of our knowledge, as of August 31, 2014 (unless provided herein otherwise), with respect to holdings of our common stock by (1) each person known by us to be the beneficial owner of more than 5% of the total number of shares of our common stock outstanding as of such date; (2) each of our directors; (3) each of our named executive officers; and (4) all of our directors and our current executive officers as a group. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and address of beneficial owner (1)	Number of shares beneficially owned (2)		Percentage of shares beneficially owned (3)

5% BENEFICIAL OWNERS

HV Markets Limited (4)		18,750,000		12.9	%
P.O. Box 3175
Road Town, Tortola
British Virgin Islands

Ricx Investments Ltd. (5)		26,654,264		18.4	%
Anemomylos Office Building
8 Michael Karaolis Street
1095 Nicosia
Cyprus

Shimon Citron (6)		8,635,012		6.0	%

OTHER DIRECTORS AND EXECUTIVE OFFICERS:

Ron Lubash (7)	3,865,426	2.7	%
Gustavo Perrotta (8)	1,150,000	*
Sami Sassoun (9)	66,667	*
All directors and current executive officers as a group (4 persons)(6)(7)(8)(9)	13,717,105	9.6	%

* = Less than 1%

(1) Unless otherwise provided, all addresses are c/o EZTrader, Inc. at the address set forth on the cover page of this Registration Statement on Form 10.

(2) Except as otherwise indicated, all shares are beneficially owned and sole investment and voting power is held by the persons named.

(3) Applicable percentages of ownership are based on 94,006,302 shares of our common stock outstanding plus any common stock equivalents and options or warrants held by such holder, which are exercisable as of August 31, 2014.

(4) Includes warrants to purchase 6,250,000 shares of common stock at an exercise price of $0.10 per share. This information is as of February 16, 2012 and is based solely on a Schedule 13D filed by HV with the SEC on February 16, 2012. In accordance with the disclosures set forth in such Schedule 13D, HV reports sole voting and dispositive power over all such shares of common stock.

(5) Includes warrants to purchase 6,250,000 shares of common stock at an exercise price of $0.08 per share and warrants to purchase 250,000 shares of common stock at an exercise price of $0.10 per share. This information is as of November 16, 2012 and is based solely on a Schedule 13D/A filed by Ricx with the SEC on November 16, 2012. In accordance with the disclosures set forth in such Schedule 13D/A, Ricx reports sole voting and dispositive power over all such shares of common stock.

(6) Includes options to acquire 1,000,000 shares of common stock at an exercise price of $0.06 per share, warrants to purchase 840,336 shares of common stock at an exercise price of $0.0595 per share and warrants to purchase 54,000 shares of common stock at an exercise price of $0.10 per share. Also includes options to acquire 10,463,000 shares of common stock at an exercise price of $0.10 per share.

(7) Includes options to purchase 3,000,000 shares of common stock at an exercise price of $0.10 per share, as well as 2,665,425 owned directly by Mr. Lubash as part of the shares of common stock owned by Ricx Investments Ltd.

(8) Includes options to purchase 3,000,000 shares of common stock at an exercise price of $0.10 per share.

(9) Includes options to purchase 400,000 shares of common stock at an exercise price of $0.10 per share and 600,000 shares of common stock at an exercise price of $0.35 per share.

Item 5. Directors and Executive Officers.

As of September 15, 2014, our directors and executive officers, their ages, positions held, and duration of such, were as follows:

NAME	AGE	POSITION	POSITION SINCE

Shimon Citron	59	Director and Chief Executive Officer	2001

Sami Sassoun	46	Director and Chief Financial Officer	2014

Ron Lubash	56	Director	2012

Gustavo Perrotta	48	Director	2012

The principal occupations and business experience of each director and executive officer for at least the past five years is as follows:

Shimon Citron. Mr. Citron founded the Company in 2001 and was our Chief Executive Officer (“CEO”) and a director from our inception until May 8, 2007 when he ceased to be CEO. He resumed his position as CEO on June 1, 2008. Mr. Citron has been the CEO and one of our directors since 2008. From 1999 to 2001, Mr. Citron was the founder and President of Gigi Media Ltd., a private company based in Israel engaged in development of internet search engines. From 1994 to 1999, he managed his own private investments in a number of startup companies in Israel. We believe Mr. Citron’s qualifications to sit on our Board include his years of experience in the financial markets in Israel and globally, as well as his experience in serving as the CEO of a publicly traded entity.

Sami Sassoun. Mr. Sassoun was appointed as our Chief Financial Officer (“CFO”) on March 1, 2014 and a director on June 11, 2014. Since December 2009 Mr. Sassoun has had a private consulting practice focused on raising debt and equity for private and public companies. Mr. Sassoun has served as the CFO of Brean Murray, an independent investment bank which provides equity research, corporate finance and advisory investment banking, equity institutional sales and trading. Mr. Sassoun began his financial career in 1989 with J.H Cohn, a public accounting firm. Mr. Sassoun holds a B.S Degree in Accounting from Rutgers University and is a Certified Public Accountant. We believe Mr. Sassoun’s qualifications to sit on our Board include his years of experience in public accounting, as well as in the financial markets, including his position as the CFO of Brean Murray.

Ron Lubash. Mr. Lubash became one of our directors on March 29, 2012. Mr. Lubash holds an MBA from the Yale School of Management (1986) and B.Sc. in Civil Engineering from the University of Southern California (1984). Mr. Lubash has been Co-Founder and joint CEO of Markstone Capital Group since 2004. Mr. Lubash has served on the board of directors of Netafim Ltd. since 2011 as well as Psagot Investment House since 2009. We believe Mr. Lubash’s qualifications to sit on our Board include his years of experience in the financial markets, including senior positions in various firms such as The First Boston Corporation, Credit Suisse First Boston, Lehman Brothers and others, in Israel and abroad in the capacity of an investment banker.

Gustavo Perrotta. Mr. Perrotta became one of our directors on May 16, 2012. Mr. Perrotta is the Founder and has been Managing Partner of Hamilton Ventures LLP (“Hamilton Ventures”) since 2009, a London based merchant banking boutique engaged in private equity and principal investments. Prior to Hamilton Ventures, Mr. Perrotta was a Managing Director in the London office of Credit Suisse’s Investment Banking Division from 1994 to 2008. Mr. Perrotta holds a degree in Economics from the University of Rome “La Sapienza”. We believe Mr. Perrotta’s qualifications to sit on our Board include his years of investment banking experience in the financial markets, including senior positions at Credit Suisse and audit experience within the Financial Market Division of Arthur Andersen from 1991 and 1993 as a senior auditor.

Family relationships

There are no family relationships among any of our directors and executive officers.

Item 6. Executive Compensation.

Summary Compensation Table

The following summary compensation table sets forth information concerning compensation during 2013 and 2012 for services in all capacities awarded to, earned by or paid to Mr. Citron, our CEO and one of our directors. No other executive officers who were serving as our executive officers at the end of 2013 received more than $100,000 in total compensation in 2013, and there were no individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of 2013.

NAME AND PRINCIPAL POSITION	YEAR	SALARY ($)		BONUS ($)		STOCK AWARDS ($)		OPTION AWARDS ($) (1)		NONEQUITY INCENTIVE PLAN COMPENSATION($)		TOTAL ($)

Shimon Citron Chief Executive Officer	2013		244,979		80,000		-		17,342		-		342,321
Shimon Citron Chief Executive Officer	2012		200,000		-		-		-		-		200,000

(1)

The dollar value recognized for the stock option award was determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC’) Topic 718. For information on the determination of the fair value of each option granted as of the grant date, and of assumptions made with respect to the value of option awards, see in this Registration Statement on Form 10, note 10.D. “Consolidated Financial Statements for the year ended December 31, 2013”.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information with respect to outstanding equity awards held by our CEO as of December 31, 2013:

	Option awards									Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Option exercise price ($)		Option expiration date	Number of shares of stock that have not vested (#)		Market value of shares of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Shimon Citron		1,000,000		-		0.06	September 15, 2018		-	-			-		-
Shimon Citron		1,863,000		-		0.1	April 3, 2016		-		-		-		-
Shimon Citron		0		3,000,000		0.1	October 24, 2017		-		-		-		-

2004 Global Share Option Plan

2004 Global Share Option Plan (the “Option Plan”) provides for the grant of stock-based awards to employees, officers and directors of, and consultants or advisors to, the Company and any of its present or future parents, subsidiaries or affiliates. The Option Plan has been approved by the Board, including its extension until 2024. The Option Plan is included as Exhibit 10.1 to this Registration Statement on Form 10.

Under the Option Plan, we may grant stock options, restricted stock and other stock-based awards. As of December 31, 2013, a total of 12,915,261 shares of our common stock may be issued upon the exercise of options or other awards granted under the Option Plan.

The Option Plan is administered by the Board. Subject to the provisions of the Option Plan, the Board has the authority to select the persons, to whom awards are granted and determine the terms of each award, including the number of shares of our common stock subject to the award. Payment of the exercise price of an award may be made in cash, in a “cashless exercise” through a broker, or if the applicable stock option agreement permits, shares of our common stock or by any other method approved by the Board. Unless we permitted otherwise, awards are not assignable or transferable except by will or the laws of descent and distribution.

Upon the consummation of an acquisition of the business of the Company, by merger or otherwise, the Board shall, as to outstanding awards (on the same basis or on different bases as the Board shall specify), make appropriate provision for the continuation of such awards by the Company or the assumption of such awards by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such awards either (a) the consideration payable with respect to the outstanding shares of our common stock in connection with the acquisition, (b) shares of stock of the surviving or acquiring corporation or (c) such other securities or other consideration as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of our common stock subject to such awards immediately preceding the acquisition. In addition to or in lieu of the foregoing, with respect to outstanding stock options, the Board may, on the same basis or on different bases as the Board shall specify, upon written notice to the affected optionees, provide that one or more options then outstanding must be exercised, in whole or in part, within a specified number of days of the date of such notice, at the end of which period such options shall terminate, or provide that one or more options then outstanding, in whole or in part, shall be terminated in exchange for a cash payment equal to the excess of the fair market value (as determined by the Board in its sole discretion) for the shares subject to such options over the exercise price thereof.

The Board may at any time provide that any stock options shall become immediately exercisable in full or in part, that any restricted stock awards shall be free of some or all restrictions, or that any other stock-based awards may become exercisable in full or in part or free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

The Board may, in its sole discretion, amend, modify or terminate any award granted or made under the Option Plan, so long as such amendment, modification or termination would not materially and adversely affect the participant.

Director Compensation

The following table sets forth information with respect to the compensation of our directors (other than Mr. Citron, who did not receive separate compensation for his service as a director) as of December 31, 2013:

Name	Fees earned or paid in cash ($)		Stock awards ($)	Option awards ($) (1)		All other compensation ($)		Total ($)

Gustavo Perrotta		80,000			20,134		-		100,134
Adiv Baruch		-			3,468		-		3,468
Ron Lubash		80,000			35,433		-		115,433

(1)

The dollar value recognized for the stock option award was determined in accordance with FASB ASC Topic 718. For information on the determination of the fair value of each option granted as of the grant date, and of assumptions made with respect to the value of option awards, see Item 2 “Financial Information” beginning on page 16 of this Registration Statement on Form 10 and note 10.D. “Consolidated Financial Statements for the year ended December 31, 2013” of this Registration Statement on Form 10.

Consulting, Employment Contracts and Termination of Employment and Change-in-Control Arrangements.

On September 23, 2008, we entered into a consulting agreement (the “Citron Consulting Agreement”) with Citron Investments Ltd. (the “Consultant”), an Israeli corporation wholly owned by our director and CEO, Mr. Citron. Pursuant to the Citron Consulting Agreement, we retained the services of the Consultant to provide the services of Mr. Citron as our CEO in a part time capacity. Pursuant to the Citron Consulting Agreement, we are required to pay the Consultant a monthly fee of $10,000 (the “Monthly Fee”), and will reimburse expenses incurred by the Consultant in connection with one automobile owned and operated by the Consultant not to exceed $1,000 per month and shall include Mr. Citron in our liability insurance program for officers and directors (“Automobile Expenses”). In addition, under the terms of the Citron Consulting Agreement, should our valuation based on the price per share of our shares as quoted on the stock exchange or on an automatic quotation system (such as the OTCQB) in which our shares are listed or quoted, during the term of the Citron Consulting Agreement, exceed $10,000,000 throughout a continuous period of at least 30 consecutive days, then the Consultant shall be entitled to receive from us a special bonus equaling 2% of the average of our valuation in such 30-day period. The Citron Consulting Agreement can be terminated by either party for no reason with a 90-day advance written notice or for a material breach with a 14-day advance written notice if such a breach was not cured during the aforesaid 14-day period.

On December 9, 2010, we and the Consultant amended the Citron Consulting Agreement (the “Amendment”). The Amendment amended the compensation terms of Mr. Citron as follows: (i) Mr. Citron received from us a special discretionary bonus for the year 2010 in the amount of $84,000. Such bonus was granted for our performance and for performing services for us on a full time capacity during 2010, notwithstanding the fact that the Citron Consulting Agreement provides that Mr. Citron should devote 25 hours per week for the provision of such services. The bonus was paid based on our cash flow; (ii) effective January 1, 2011, the annual fee to Mr. Citron, for providing us services on a full time basis, was set at $200,000; and (iii) Mr. Citron was entitled to receive a recurring annual bonus in the amount of $50,000 subject to meeting our goals as such goals shall be determined by our Board in the annual budget.

On October 31, 2013, we entered into an Addendum to the Citron Consulting Agreement whereby, effective as of January 1, 2013, the Monthly Fee was raised to $20,000 totaling $240,000 per year, and the Automobile Expenses to $1,150 per month. We have also agreed that, commencing on August 1, 2013 and as long as the Agreement will be in effect, the Consultant shall be entitled to receive from the Company, in addition to the other payments under the Agreement, a monthly bonus equal to 1.25% of the Net Deposits (as defined below) that shall be generated during such month. Such amount shall be calculated and payable on a monthly basis together with the Monthly Fee.

The term "Net Deposits" means, with respect to each calendar month, the aggregate deposits that shall be made into the Trading Platform during such month, less all the withdrawals that shall be made from the Trading Platform during such month less transaction fees (such as processing fees and banking fees) and less charge-backs made during such month with respect to funds deposited into the Trading Platform.

In addition, on November 1, 2013 we entered into an employment agreement with Mr. Shimon Citron to continue to serve as our CEO with an annual compensation of $130,000, in addition to the fees payable under the Citron Consulting Agreement as amended.

As of December 31, 2013, we had outstanding management fees and payroll expenses to be paid to Mr. Citron (personally and through his private company), in the aggregate amount of approximately $168,000.

Effective March 1, 2014, we appointed Mr. Sami Sassoun as our Chief Financial Officer. We entered into an employment agreement with Mr. Sassoun on March 1, 2014, pursuant to which Mr. Sassoun is being paid an annual salary of $120,000. In addition, Mr. Sassoun was granted 400,000 options to purchase shares of common stock of our company at the exercise price of $0.10 per share in accordance with the terms of our equity compensation plan.

Other than Messers Citron and Sassoun, neither of our executive officers has an employment contract or change-in-control arrangement, other than stock and option awards that contain certain change-in-control provisions such as accelerated vesting due to an acquisition. In the event an acquisition that is not a private transaction occurs while the optionee maintains a business relationship with us and the option has not fully vested, the option will become exercisable for 100% of the then number of shares as to which it has not vested and such vesting will occur immediately prior to the closing of the acquisition.

The stock and option awards that would vest for each named executive officer if a change-in-control were to occur are disclosed under our Outstanding Equity Awards at Fiscal Year-End Table. Our stock and option awards contain certain change-in-control provisions. Descriptions of those provisions are set forth below:

Stock Awards Change-in-Control Definition

Change-in-Control shall mean (a) the acquisition in a transaction or series of transactions by any person (such term to include anyone deemed a person under Section 13(d)(3) of the Exchange Act), other than the Company or any of its subsidiaries, or any employee benefit plan or related trust of the Company or any of its subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided a Change-in-Control shall not occur solely as the result of an initial public offering or (b) the sale or other disposition of all or substantially all of the assets of the Company in one transaction or series of related transactions.

Option Awards Change-in-Control Definition

In the event an acquisition that is not a private transaction occurs while the optionee maintains a business relationship with the Company and the option has not fully vested, the option shall become exercisable for 100% of the then number of shares as to which it has not vested, such vesting to occur immediately prior to the closing of the acquisition. For these purposes, acquisition means the sale of the Company by merger in which the stockholders of the Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor); or (ii) any sale of all or substantially all of the assets or capital stock of the Company (other than in a spin-off or similar transaction) or (iii) any other acquisition of the business of the Company, as determined by the Board. A business relationship means service to the Company or its successor in the capacity of an employee, officer, director or consultant, and a private transaction means any acquisition where the consideration received or retained by the holders of the then outstanding capital stock of the Company does not consist of (i) cash or cash equivalent consideration, (ii) securities which are registered under the Securities Act of 1933 (“Securities Act”), or any successor statute or (iii) securities for which the Company or any other issuer thereof has agreed, including pursuant to a demand, to file a registration statement within 90 days of completion of the transaction for resale to the public pursuant to the Securities Act.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

Certain relationships and related transactions

Since January 1, 2012, we have participated in the following transactions with our directors, executive officers, holders of more than 5% of our voting securities, and affiliates or immediate family members of our directors, executive officers, and holders of more than 5% of our voting securities. We believe that all of these transactions were on terms as favorable as could have been obtained from unrelated third parties.

Employment and Consulting Agreements

See Item 5 of this Registration Statement on Form 10 for a description of agreements we have with our named executive officers or related entities.

Financing Activities

See the section captioned “Liquidity and Capital Resources” under Item 2 of this Registration Statement on Form 10 for a description of certain financing agreements entered into with certain shareholders and directors.

Item 8. Legal Proceedings.

Currently we are not a party to any proceedings.

In the ordinary course of business, we may become a party to lawsuits involving various matters. The impact and outcome of litigation, if any, is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Market information

Until August 2013, our common stock was quoted on the OTCQB under the symbol “WGMI”. On August 26, 2013, we filed a Form 15 with the SEC to voluntarily deregister our common stock and suspend our reporting obligations under the Exchange Act. Currently, our common stock is quoted on the OTC Pink. We expect that our common stock will be traded on the OTC Bulletin Board following the effectiveness of this Registration Statement on Form 10.

The following table sets forth the range of high and low bid quotations for each quarter within the two most recent fiscal years ended December 31, 2012 and December 31, 2013, and the subsequent interim period, ended June 30, 2014. These quotations as reported on the OTCQB market reflect inter-dealer prices without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.

Period	HIGH		LOW
FISCAL YEAR ENDED DECEMBER 31, 2014
First Quarter Ended March 31, 2014	$	0.25	$	0.03
Second Quarter Ended June 30, 2014	$	0.23	$	0.13

FISCAL YEAR ENDED DECEMBER 31, 2013
First Quarter Ended March 31, 2013	$	0.12	$	0.02
Second Quarter Ended June 30, 2013	$	0.12	$	0.05
Third Quarter Ended September 30, 2013	$	0.06	$	0.03
Fourth Quarter Ended December 31, 2013	$	0.04	$	0.02
FISCAL YEAR ENDED DECEMBER 31, 2012
First Quarter Ended March 31, 2012	$	0.13	$	0.05
Second Quarter Ended June 30, 2012	$	0.14	$	0.08
Third Quarter Ended September 30, 2012	$	0.08	$	0.06
Fourth Quarter Ended December 31, 2012	$	0.06	$	0.02

Holders

As of August 31, 2014, there were approximately 90 holders of record of our common stock. See Item 4 "Security Ownership of Certain Beneficial Owners and Management" for information on the holders of our common stock. Also see Item 11 "Description of Registrant’s Securities to be Registered” for a description of our outstanding and issued capital stock.

Rule 144

In general, pursuant to Rule 144, under the Securities Act, as currently in effect, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for a least six months (including certain periods of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. Under Rule 144, a person who is not deemed to have been one of our affiliates at any time during the 3 months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least one year is entitled to sell the shares without restriction.

On the other hand, our affiliates or persons selling shares on behalf of our affiliates who own shares that were acquired from us or an affiliate of ours at least six months prior to the proposed sale are entitled to sell within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

•

1% of the number of shares of our common stock then outstanding, which as of August 31, 2014, equaled approximately 940,063 shares of our common stock; or

•

the average weekly trading volume of our common stock, if and when our common stock is traded on the OTC Bulletin Board, during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us for at least 90 days.

Outstanding Common Stock

Under Rule 144, 60,749,047 additional shares of our common stock will qualify for resale under Rule 144 beginning 90 days after the date of the effectiveness of this Registration Statement on Form 10.

Options

Rule 701 provides that the shares of common stock acquired upon the exercise of currently outstanding options or other rights granted under our equity plans may be resold by persons, other than affiliates, beginning 90 days after the date of the effectiveness of this Registration Statement on Form 10, restricted only by the manner of sale provisions of Rule 144, and by affiliates in accordance with Rule 144 without compliance with its one-year minimum holding period.

As of August 31, 2014, we had 29,269,667 options outstanding under our equity compensation plan, exercisable into shares of our common stock, at a weighted average exercise price of $0.11 per share. As of August 31, 2014, 11,191,334 options were exercisable into shares of our common stock, and 18,078,333 options were not exercisable.

We intend to file one or more registration statements on Form S-8 under the Securities Act following the effectiveness of this Registration Statement on Form 10 to register all shares of our common stock which have been issued or are issuable upon exercise of outstanding stock options or other rights granted under our Option Plan. These registration statements are expected to become effective upon filing. Shares covered by these registration statements will thereupon be eligible for sale in the public market, subject in certain cases to vesting of such shares.

Warrants

As of August 31, 2014, there were 22,643,107 outstanding warrants for shares of our common stock issuable at a weighted average exercise price of $0.10 per share, of which 21,855,107 are exercisable at such date.

Dividend policy

Historically, we have not declared or paid any cash dividends on our common stock. However, on February 11, 2011, our Board adopted a policy pursuant to which we may pay dividends to our stockholders at a rate of up to 50% of our audited net profits, if any. Dividends will be paid only if lawful under applicable laws and if not in violation of our financing agreements. Though our Board’s policy sets the maximum rate for such dividends, the amount and timing of any dividend declared and paid will remain in the discretion of the Board and will depend upon our results of operations, financial condition and capital requirements, and such other factors deemed relevant by our Board.

We incurred a loss of $2,330,568 and $3,342,026 for the years ended December 31, 2012 and 2013, respectively.

2004 Global Share Option Plan

The Option Plan is described in Item 6 “Executive Compensation” beginning on page 24 of this Registration Statement of Form 10.

The following table provides information as of December 31, 2013, regarding shares of our common stock that may be issued under the Option Plan:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders—2004 Global Share Option Plan		12,915,261	$	0.27		12,084,739
Equity compensation plans not approved by security holders		0		0		0
Total		12,915,261	$	0.27		12,084,739

Item 10. Recent Sales of Unregistered Securities.

Convertible Loans and Warrants

On October 29, 2013, we entered into a convertible loan agreement with Lenders, according to which, we borrowed from the Lenders a total amount of $1,391,000. This loan matures on October 29, 2014, and bears an annual interest of 10% to be repaid in a lump sum on such maturity date. This loan is convertible into "Conversion Units" which in total include 7,291,534 shares of our common stock, and warrants exercisable into 729,151 shares of our common stock each at a strike price of $0.19078 for a period of 18 months after issuance.

Both transactions have been made pursuant to an exemption from registration under Regulation S under the Securities Act.

Common Stock and Warrants

On March 5, 2013, we issued an aggregate of 1,368,920 shares of our common stock in connection with the exercise of 899,387 warrants at the price per share equal to $0.0595, for a total amount of $53,513. These warrants were issued in connection with the March 2008 convertible debt transaction with Mr. Shimon Citron, our CEO and a director. The shares were issued pursuant to an exemption from registration under Regulation S under the Securities Act.

On June 12, 2013, we entered into a securities purchase agreement with Ricx, pursuant to which we sold to Ricx 4,295,220 shares of restricted common stock of the Company at a price of $0.10 per share, and issued a warrant to purchase 859,044 shares of common stock of the Company at an exercise price per share of $0.10. No separate consideration was paid for the New Warrant. The New Warrant expires on June 12, 2016. The net proceeds from the sale of Ricx's Shares and the issuance of the New Warrant amounted to $429,522. The transaction closed on June 12, 2013. We have received no additional consideration for such warrant. This warrant expires on June 12, 2016. The sale of Ricx’s Shares and issuance of the New Warrant were made pursuant to an exemption from registration under Regulation S under the Securities Act.

In May 2014, we entered into a share purchase agreement with certain investors, pursuant to which we issued 7,880,000 shares of our common stock for a total consideration of $3,940,000, and warrants to purchase 788,000 shares of our common stock at an exercise price per share of $0.50. These warrants expire in November, 2019. The net proceeds from the sale of shares and issuance of warrants amounted to $3,717,620 and were recorded in equity. The transaction closed on June 6, 2014. All of these investors were accredited investors, and such transactions were exempt from registration under the Securities Act under Section 4(a)(2) and/or Regulation S thereunder.

No underwriters were involved in the foregoing sales of securities. All purchasers of shares of our convertible loans and warrants described above represented to us in connection with their purchase that they were accredited investors and made customary investment representations.

Item 11. Description of Registrant’s Securities to be Registered.

General

The following description of our capital stock is intended as a summary only and is qualified in its entirety by reference to our articles of incorporation, as amended (“Articles of Incorporation”), and bylaws filed as exhibits to this Registration Statement on Form 10 and to Nevada Revised Statutes.

Our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001 per share.

As of August 31, 2014, we had issued and outstanding 94,006,302 shares of common stock. All outstanding shares of our common stock are validly issued, fully paid and no assessable.

Common Stock

Voting Rights. The holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders and do not have any cumulative voting rights.

Dividends. Holders of our common stock are entitled to receive proportionally any dividends declared by our board of directors.

Liquidation. In the event of our liquidation or dissolution, holders of our common stock are entitled to share ratably in all assets remaining after payment of all debts and other liabilities.

Rights and Preferences. Holders of our common stock have no preemptive, subscription, redemption or conversion rights.

Convertible Debentures

As of August 31, 2014, there were 7,291,534 shares of our common stock issuable upon conversion of our outstanding convertible loans at a conversion price of $0.19 per share and 7,963,542 shares of our common stock issuable upon conversion of our outstanding convertible loans at a conversion price of $0.35 per share.

Options

Warrants

Registration Rights

We are not a party to any registration rights agreements.

Item 12. Indemnification of Directors and Officers.

The Nevada Revised Statutes and our bylaws provide for indemnification of our directors and officers for liabilities and expenses that they may incur in such capacities. In general, directors and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the company, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. Reference is made to our bylaws filed as Exhibit 3.2 hereto.

Our current directors and officers insurance policy expires on February 7, 2015. We have an insurance policy that covers our directors and officers for all losses arising out of all claims made against any director or officer up to a combined loss of $3,000,000.

Our bylaws limit the liability of directors to the maximum extent permitted by Nevada Revised Statutes. Nevada Revised Statutes provide that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except liability for acts of omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law.

The limitations do not apply to liabilities arising under the federal securities laws and do not affect the availability of equitable remedies, including injunctive relief or rescission.

Our bylaws provide that we will indemnify our directors and officers, and may indemnify other employees and agents, to the maximum extent permitted by law. We believe that indemnification under our bylaws covers at least negligence and gross negligence on the part of indemnified parties. Our bylaws also permit us to secure insurance on behalf of any officer, director, employee or agent for any liability arising out of actions taken in his capacity as an officer, director, employee or agent, regardless of whether the bylaws would permit indemnification.

At present, there is no pending litigation or proceeding involving any of our directors, officers or employees in which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons under the Articles of Incorporation or bylaws or the indemnification agreements we have entered into with our directors and officers, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Our bylaws provide that we must indemnify our directors and officers and that we must advance expenses, including attorneys' fees, to our directors and officers in connection with legal proceedings, subject to very limited exceptions. In addition, our bylaws provide that our directors will not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent that the Nevada Revised Statutes prohibit the elimination or limitation of liability of directors for breaches of fiduciary duty.

These provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. Our stockholders may lose some or all of their investment in our common stock if we pay the costs of settlement or damage awards against our directors and officers under these provisions. We believe these provisions, the director and officer insurance we maintain, and the indemnification agreements we have entered into with our directors and officers are necessary to attract and retain talented and experienced directors and officers.

Item 13. Financial Statements and Supplementary Data.

The financial statements of EZTrader, Inc., for the periods ended June 30, 2014 and for the fiscal years ended December 31, 2013 and 2012, are set forth in Item 15 “Financial Statements and Exhibits” and begin on page F-1 of this Registration Statement of Form 10.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

The following Financial Statements are filed as part of this Registration Statement on Form 10:

Report of Independent Registered Public Accounting Firm.

Consolidated Balance Sheets for the six month period ended June 30, 2014 (unaudited) and for the years ended December 31, 2013 and 2012.

Consolidated Statements of Operations for the six month period ended June 30, 2014 (unaudited) and for the years ended December 31, 2013 and 2012.

Consolidated Statements of Comprehensive Income for the six month period ended June 30, 2014 (unaudited) and for the years ended December 31, 2013 and 2012.

Statements of Changes in Equity for the years ended December 31, 2013, 2012 and 2011.

Consolidated Statements of Cash Flows for the six month period ended June 30, 2014 (unaudited) and for the years ended December 31, 2013 and 2012.

Notes to Consolidated Financial Statements for the six month period ended June 30, 2014 (unaudited) and for the years ended December 31, 2013 and 2012.

EZTRADER, INC.

(FORMERLY: WIN GLOBAL MARKETS, INC.)

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2014

IN U.S. DOLLARS

UNAUDITED

INDEX

	Page

Consolidated Balance Sheets	F-2 - F-3

Consolidated Statements of Operations	F-4

Consolidated Statements of Comprehensive Income	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 - F-14

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

CONSOLIDATED BALANCE SHEETS

U.S. dollars

	June 30, 2014		December 31, 2013
	Unaudited		Audited

ASSETS

CURRENT ASSETS:
Cash and cash equivalents	$	6,959,150	$	175,812
Short term deposit		2,909		-
Restricted cash		43,630		1,377,672
Receivable from credit card companies		425,095		705,004
Other accounts receivable		207,463		119,143

Total current assets		7,638,247		2,377,631

NON-CURRENT ASSETS:
Property and equipment, net		327,110		151,550
Intangible assets		-		39,028
Severance pay fund		128,788		79,973

Total non-current assets		455,898		270,551

Total assets	$	8,094,145	$	2,648,182

The accompanying Notes are an integral part of the condensed consolidated financial statements.

F - 2 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

CONSOLIDATED BALANCE SHEETS

U.S. dollars

	June 30, 2014			December 31, 2013
	Unaudited			Audited

LIABILITIES AND EQUITY

CURRENT LIABILITIES:
Short-term bank credit	$	457		$	78,696
Obligation to customers		2,546,111			2,144,201
Convertible loans		4,379,414			1,518,598
Accounts payable		272,979			327,855
Related parties		26,009			435,143
Accrued expenses and other accounts payable		978,319			1,230,018

Total current liabilities		8,203,289			5,734,511

LONG TERM LIABILITIES:

Accrued severance pay		192,364			115,117

Total liabilities		8,395,653			5,849,628

COMMITMENTS AND CONTINGENT LIABILITIES

EQUITY (DEFICIENCY):
Common stock of $ 0.001 par value:
Authorized: 150,000,000 shares at June 30, 2014 and December 31, 2013, respectively; Issued and outstanding: 84,195,671 and 78,531,531 shares at June 30, 2014 and December 31, 2013, respectively		94,997			84,196
Additional paid-in capital		26,706,274			22,163,156
Prepayment on account of shares		-			346,463
Accumulated deficit		(27,102,779	)		(25,795,261	)

Equity (deficiency)		(301,508	)		(3,201,446	)

Total liabilities and equity	$	8,094,145		$	2,648,182

The accompanying Notes are an integral part of the condensed consolidated financial statements.

F - 3 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars

	Six months ended
	June 30, 2014			June 30, 2013
	Unaudited ($)
Revenues:
Revenues from binary options activity	$	7,947,988		$	1,514,140
Revenues from royalties		4,959			8,403
Total revenues		7,952,947			1,522,543

Operating expenses:

Cost of revenues		457,158			188,433
Selling and marketing		6,325,887			1,136,056
General and administrative		1,747,515			864,850
Research and development		420,470			117,163
Total operating expenses		8,951,030			2,306,502

Operating loss		(998,083	)		(783,959	)

Financial expenses, net		309,435			126,640

Net loss before taxes on income		(1,307,518	)		(910,599	)
Taxes on income		-			-
Net loss	$	(1,307,518	)	$	(910,599	)

Basic net loss per share	$	(0.01	)	$	(0.01	)

Weighted average number of common stock used in computing basic net loss per share		87,031,332			79,843,562

The accompanying Notes are an integral part of the condensed consolidated financial statements.

F - 4 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

STATEMENTS OF COMPREHENSIVE INCOME

U.S. dollars

	Six months ended
	June 30, 2014			June 30, 2013
Net income (loss)	$	(1,307,518	)	$	(910,599	)
Other comprehensive income, net of tax:		-			-

Total comprehensive income	$	(1,307,518	)	$	(910,599	)

The accompanying Notes are an integral part of the consolidated financial statements.

F - 5 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars

	For the six months ended
	June 30, 2014			June 30, 2013
	Unaudited ($)
Cash flows from operating activities:

Net loss	$	(1,307,518	)	$	(910,599	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Stock-based compensation		488,835			43,301
Depreciation and amortization		75,375			62,114
Accrued interest and amortization of discount of convertible loans		97,008			-
Decrease (increase) in receivable from credit card companies		279,909			(97,564	)
Increase in trade and other accounts receivable		(20,655	)		(16,500	)
Increase (decrease) in trade payables		(54,876	)		213,850
Increase in obligation to customers and other payables		150,210			495,915
Increase in severance pay, net		28,433			-
Increase (decrease) in related parties		(409,134	)		15,829

Net cash used in operating activities		(672,413	)		(193,654	)

Cash flows from investing activities:

Purchase of property and equipment		(211,907	)		-
Decrease in restricted cash		1,334,042			-
Short term bank deposit		(2,909	)		22,716

Net cash provided by investing activities		1,119,226			22,716

Cash flows from financing activities:

Issuance of shares and warrants		3,718,621			483,036
Convertible loans, net		2,696,143			100,000
Short-term bank credit, net		(78,239	)		(37,448	)

Net cash provided by financing activities		6,336,525			545,588

Increase in cash and cash equivalents		6,783,338			374,650
Cash and cash equivalents at the beginning of the period		175,812			63,200

Cash and cash equivalents at the end of the period	$	6,959,150		$	437,850

Supplemental disclosure of cash flows information:

Interest paid	$	6,603		$	-

The accompanying Notes are an integral part of the condensed consolidated financial statements.

F - 6 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 1: GENERAL:

EZTrader, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on April 23, 2002. The Company is engaged in offering online trading of binary options. The Company's shares were quoted on the OTCQB in the United States under the symbol "WGMI" from 2010 until August 2013, when the Company terminated its registration under the Securities Exchange Act of 1934, as amended, and as a result the Company’s shares are now quoted on the OTC Pink.

The Company conducts its operations and business with and through its subsidiaries, (a) Win Global Markets Inc (Israel) Ltd., an Israeli company, and (b) WGM Services Ltd., a company registered in Cyprus (“WGM”).

B.	On July 14, 2014 the Company changed its name from Win Global Markets Inc to EZTrader, Inc. (the "Company").

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses from operations and negative cash flows from operations since inception. For the period ended June 30, 2014, net loss attributable to the Company was $1,307,518 and negative cash flows from operations were $672,413.

As of June 30, 2014, obligation to customers amounted to $2,546,111, while current assets were $7,516,178. Customers may withdraw their deposits upon demand. Despite its negative cash flows, the Company has been able to secure financing to support its operations to date, based on share issuances amounted to $3.9 million (see also note 5) and loans amounted to $2.8 million (see also note 4).

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company. Operating results for the six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. For further information, reference is made to the consolidated financial statements and footnotes thereto for the year ended December 31, 2013 included in the Company’s Registration Statement on Form 10.

The interim condensed consolidated financial statements incorporate the financial statements of the Company and all of its subsidiaries. All intercompany balances and transactions have been eliminated on consolidation.

F - 7 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.):

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

Principles of consolidation

The consolidated financial statements comprise the results and position of the Company and its subsidiaries. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its operating activities. In assessing control, legal and contractual rights are taken into account. The consolidated financial statements of subsidiaries are included in the consolidated financial statements from the date that control is achieved until the date that control ceases. Intercompany transactions and balances are eliminated upon consolidation.

Reclassifications

Certain comparative figures have been reclassified to conform to the current year presentation.

Recently Issued Accounting Pronouncements:

In April 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205): Property, Plant, and Equipment, and (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this standard change the requirements for reporting discontinued operations in Subtopic 205-20. The amendments in this update will be effective prospectively for annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company does not expect a significant impact on the consolidated financial statements upon adoption.

F - 8 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.):

Recently Issued Accounting Pronouncements (Cont.):

In May 2014, the FASB issued ASU No. 2014-09, Revenue from contracts with customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply a five step methodology: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. An entity should apply the amendments in this update using one of the following two methods: (1) retrospectively to each prior reporting period presented (along with some practical expedients); or (2) retrospectively with thecumulative effect of initially applying this update recognized at the date of initial application. The amendments in this update will be effective prospectively for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact of the adoption of this update on its consolidated financial statements.

F - 9 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 3 - FAIR VALUE MEASUREMENT:

The accounting guidance establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date.

Level 2 – Observable inputs such as quoted prices for similar instruments and quoted prices in markets that are not active, and inputs that are directly observable or can be corroborated by observable market data. The types of assets and liabilities included in Level 2 are typically either comparable to actively traded securities or contracts, such as treasury securities with pricing interpolated from recent trades of similar securities, or priced with models using highly observable inputs, such as commodity options priced using observable forward prices and volatilities.

Level 3 – Significant inputs to pricing that have little or no observability as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as the complex and subjective models and forecasts used to determine the fair value of financial instruments.

Financial assets and liabilities measured at fair value as of June 30, 2014 and December 31, 2013, are summarized below:

	Fair value measurements using input type
	June 30, 2014
	Level 1		Level 2		Level 3		Total

Cash and cash equivalents	$	6,959,150	$	-	$	-	$	6,959,150
Short term deposit		2,909		-		-		2,909

	$	6,962,059	$	-	$	-	$	6,962,059

	Fair value measurements using input type
	December 31, 2013
	Level 1		Level 2		Level 3		Total

Cash and cash equivalents	$	175,812	$	-	$	-	$	175,812
Short term deposit		-		-		-		-

	$	175,812	$	-	$	-	$	175,812

F - 10 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 4: CONVERTIBLE LOANS:

On May 12, 2013, the Company entered into a Finance Agreement with Activa Red Green (the “Lender”), pursuant to which the Lender loaned to the Company $100,000 with a maturity date of May 11, 2014 (the “Loan”).

The Loan bears annual interest of 20%. In addition, in the event of default and nonpayment the Loan shall bear additional penalty interest of 4% per annum. The Lender is entitled to convert the loan into shares of common stock of the Company at a conversion price of $ 0.10 per a share and upon such conversion receive with a warrant to purchase 1/10 share of common stock at the a price per share of $0.10. The loan was fully paid in May, 2014.

The Company determined that the convertible loan does not fall within the scope of ASC 480-10. The embedded conversion feature should not be bifurcated in accordance with ASC 815. In addition, the Company followed ASC 470-20 to determine whether a beneficial conversion feature exists at loan inception and came to the conclusion that a beneficial conversion feature should not be recognized.

On October 29, 2013 (the "Closing Date"), the Company entered into a Convertible Loan agreement, according to which, the lenders will provide a loan in the amount of $1,391,000. The loan bears an annual interest of 10% to be repaid in one lump sum with the loan principal upon the lapse of one year as of the Closing Date. The lenders may convert the loan into shares on each of the dates falling upon: (1) the lapse of six (6) months as of the Closing Date, and (2) the lapse of one (1) year as of the Closing Date. The loan is convertible into "Conversion Units" which in total include 7,291,534 common shares of the Company, and Warrants exercisable into 729,151 ordinary shares of the Company each at a strike price of $0.19078 for a period of 18 months after issuance. The lenders are entitled to require that the loan shall be repaid upon the lapse of six (6) months as of the Closing Date, by delivering a written notice to the Company at least 21 days prior to such date, and in such case the Company shall repay the loan (principal and interest accrued until such date) on such earlier date.

The Company determined that the convertible loan does not fall within the scope of ASC 480-10: Distinguishing Liabilities from Equity (“ASC 480-10”). The embedded conversion feature and the prepayment clause should not be bifurcated in accordance with ASC 815: Derivatives and Hedging (“ASC 815”). In addition, the Company followed ASC 470-20: Debt (“ASC 470-20”) to determine whether a beneficial conversion feature exists at loan inception and came to the conclusion that a beneficial conversion feature should not be recognized.

F - 11 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 4: CONVERTIBLE LOANS (CONT.):

The Company recorded issuance costs of approximately $73 thousand, which is amortized using the effective interest rate of the loan over the loan period. As of June 30, 2014, the deferred issuance costs balance of $24 thousand was presented in other accounts receivable.

On February 13 and 27, 2014, the Company entered into a Convertible Loans Agreement (the "February 2014 Convertible Loans Agreement") with some of its shareholders and new investors (the "Lenders"), in order to raise an aggregated amount of $2,800,000, The loans are convertible into total of 7,963,542 ordinary shares of common stock of the Company. The loans amount bears interest at an annual rate of 10%. The Company shall repay the loan amount and the interest, in one lump sum, on the “Final Repayment Day”, which is 12 months after the Closing Date or, if extended by the lenders - 24 months from the Closing Date.

The Company determined that the convertible loan does not fall within the scope of ASC 480-10. The embedded conversion feature and the extension clause should not be bifurcated in accordance with ASC 815. In addition, the Company followed ASC 470-20 to determine whether a beneficial conversion feature exists at loan inception and came to the conclusion that a beneficial conversion feature should not be recognized.

The Company recorded issuance costs of approximately $154 thousand, which is amortized using the effective rate of the loan over the loan period. As of June 30, 2014, the deferred issuance costs balance of $102 thousand was present in other accounts receivable.

NOTE 5: SHARE CAPITAL:

In May 2014, the Company signed a share purchase agreement with new and existing shareholders for the issuance of 7,880,000 common shares for total consideration of $3,940,000. In addition, the Company issued to the shareholders, for no additional consideration, 788,000 warrants exercisable into 788,000 shares of common stock at an exercise price of $0.50 per share, for a period of five years commencing six months after the date of the closing of the agreement.

The net proceeds from the sale of shares and issuance of warrants amounted to $3,717,620 and were recorded in equity. The transaction closed on June 6, 2014.

F - 12 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 5: SHARE CAPITAL (CONT.):

The Company accounted for these warrants as equity instruments based on the guidance of ASC 815, "Derivatives and Hedging", ASC 480-10, "Distinguishing Liabilities from Equity", its related FASB staff positions, ASC 815-40 "Contracts in Entity's Own Stock" and the AICPA Technical Practice Aid for accounting for preferred shares and warrants, including the roadmap for accounting for freestanding financial instruments indexed to, and potentially settled in, a company's own stock.

NOTE 6: STOCK BASED COMPENSATION:

The Company accounts for stock based compensation to employees in accordance with FASB ASC Topic 718, “Stock Compensation”. The Company measures and recognizes compensation expense for share-based awards based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. This option pricing model requires that the Company make several estimates, including the option’s expected life and the price volatility of the underlying stock.

The following table shows the total stock-based compensation charges included in the Consolidated Statements of Operations:

	Six months ended June 30,
	2014		2013
	Unaudited

General and administrative expenses	$	488,835	$	43,301

F - 13 -

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 6: STOCK BASED COMPENSATION (CONT.):

A summary of the Company’s share option activity to employees and directors, and related information is as follows:

	Six months ended June 30,
	2014					2013
	Unaudited					Unaudited
				Weighted					Weighted
				average					average
	Number			exercise		Number			exercise
	of options			price		of options			price
				$					$

Outstanding at the beginning of the year		12,915,261			0.27		8,705,261			0.44

Granted*		11,820,000			0.10		2,840,000			0.10
Exercised		(10,000	)		0.10		-			-
Forfeited		(87,500	)		0.10		(1,230,000	)		0.10
Expired		(514,761	)		0.68		-			-

Outstanding at the end of the six month period		24,123,000			0.18		10,315,261			0.39

Options exercisable at the end of the six month period		9,174,667			0.47		8,199,431			0.46

*The fair value of each option granted in 2014 is $0.10 and is estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield of 0% for all years; expected volatility - 85%; risk-free interest rate - 1.0%; expected life 5 years.

F - 14 -

EZTRADER, INC.

(FORMERLY: WIN GLOBAL MARKETS, INC.)

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2013

IN U.S. DOLLARS

INDEX

	Page

Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets	F-2 - F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Comprehensive Income	F-5
Statements of Changes in Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 - F-25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

EZTRADER, INC. (FORMERLY: WIN GLOBAL MARKETS, INC.)

We have audited the accompanying consolidated balance sheets of EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.) (the “Company”) as of December 31, 2013 and 2012 and the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the two years period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

Tel Aviv, Israel

August 31, 2014

/s/ Ziv Haft

Certified Public Accountants (Isr.)

BDO Member Firm

F - 1

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

CONSOLIDATED BALANCE SHEETS

U.S. dollars

	Note	December 31,
		2013		2012

ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	175,812	$	63,200
Short term deposit			-		22,716
Restricted cash			1,377,672		-
Receivable from credit card companies			705,004		222,543
Other accounts receivable	4		119,143		4,500
Total current assets			2,377,631		312,959

NON-CURRENT ASSETS:
Property and equipment, net	5		151,550		120,610
Intangible assets	6		39,028		132,694
Severance pay fund			79,973		-
Total non-current assets			270,551		253,304

Total assets		$	2,648,182	$	566,263

The accompanying Notes are an integral part of the consolidated financial statements.

F - 2

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

CONSOLIDATED BALANCE SHEETS

U.S. dollars

	Note	December 31,
		2013			2012

CURRENT LIABILITIES:
Short-term bank credit		$	78,696		$	42,492
Obligation to customers			2,144,201			546,850
Accounts payables			327,855			127,968
Related parties	14		435,143			194,475
Accrued expenses and other account payables	7		1,230,018			449,352
Convertible loans	8		1,518,598			-
Total current liabilities			5,734,511			1,361,137

LONG TERM LIABILITIES:
Accrued severance pay			115,117			-

Total liabilities			5,849,628			1,361,137

EQUITY (DEFICIENCY)	10
Common stock of $ 0.001 par value:
Authorized: 150,000,000 shares at December 31, 2013 and 2012
Issued and outstanding: 84,195,671 shares at December 31, 2013 and 78,531,531 shares at December 31, 2012.			84,196			78,532
Additional paid-in capital			22,163,156			21,579,829
Prepayment on account of shares	10		346,463			-
Accumulated deficit			(25,795,261	)		(22,453,235	)
Equity (deficiency)			(3,201,446	)		(794,874	)

Total liabilities and equity		$	2,648,182		$	566,263

The accompanying Notes are an integral part of the consolidated financial statements.

F - 3

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars

		Year ended December 31,
	Notes	2013			2012

Revenues:
Revenues from binary options business		$	5,324,274		$	2,143,919
Revenues from royalties			15,766			9,281

Total revenues			5,340,040			2,153,200

Operating expenses:
Cost of revenues			680,439			306,891
Sales and marketing			5,397,126			3,052,581
General and administrative	12		1,930,176			1,200,171
Research and development			332,109			121,282

Total operating expenses			8,339,850			4,680,925

Operating loss			(2,999,810	)		(2,527,725	)
Financial income (expense), net	13		(342,216	)		197,157
Net loss before taxes on income			(3,342,026	)		(2,330,568	)
Taxes on income	11		-			-

Net loss		$	(3,342,026	)	$	(2,330,568	)

Net loss attributable to the Company		$	(3,342,026	)	$	(2,330,568	)

Total basic and diluted net loss per share		$	(0.04	)	$	(0.03	)

Weighted average number of common stock used in computing basic and diluted net loss per share			82,037,502			74,026,695

The accompanying Notes are an integral part of the consolidated financial statements.

F - 4

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

U.S. dollars

	Year ended December 31,
	2013			2012

Net income (loss)	$	(3,342,026	)	$	(2,330,568	)
Other comprehensive income, net of tax		-			-
Total comprehensive income	$	(3,342,026	)	$	(2,330,568	)

The accompanying Notes are an integral part of the consolidated financial statements.

F - 5

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

STATEMENTS OF CHANGES IN EQUITY

U.S. dollars

	Common stock		Share capital		Additional paid-in capital		Prepayment on account of shares		Accumulated deficit			Total shareholders’ equity (deficiency)
	Number		Amount

Balance as of December 31, 2011		62,241,531	$	62,242	$	19,902,820		-	$	(20,122,667	)	$	(157,605	)

Stock - based compensation		-		-		64,299		-		-			64,299
Net loss		-		-		-		-		(2,330,568	)		(2,330,568	)
Issuance of shares and warrants		16,290,000		16,290		1,612,710		-		-			1,629,000
Balance as of December 31, 2012		78,531,531	$	78,532	$	21,579,829		-	$	(22,453,235	)	$	(794,874	)

Prepayment on account of shares, net		-		-		-		346,463		-			346,463
Issuance of shares and warrants		5,664,140		5,664		477,372		-		-			483,036
Stock - based compensation		-		-		105,955		-		-			105,955
Net loss		-		-		-		-		(3,342,026	)		(3,342,026	)
Balance as of December 31, 2013		84,195,671	$	84,196	$	22,163,156	$	346,463	$	(25,795,261	)	$	(3,201,446	)

The accompanying Notes are an integral part of the consolidated financial statements.

F - 6

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars

	Year ended December 31,
	2013			2012
Cash flows from operating activities:
Net loss	$	(3,342,026	)	$	(2,330,568	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		134,645			488,085
Stock-based compensation		105,955			64,299
Accrued interest and amortization of discount of convertible loans		41,418			-
Decrease (increase) in credit cards companies		(482,461	)		41,152
Decrease (increase) other account receivables		(56,248	)		18,354
Increase in trade payables		199,887			34,694
Increase in obligation to customers and other payables		2,378,017			215,946
Increase in severance pay, net		35,143			-
Increase in related parties		240,668			194,475
Net cash used in operating activities	$	(745,002	)	$	(1,273,563	)

Cash flows from investing activities:
Purchase of property and equipment	$	(71,919	)	$	(95,690	)
Increase in restricted cash		(1,377,672	)		-
Short term bank deposit		22,716			(22,716	)
Long term bank deposit		-			36,672
Net cash used in investing activities	$	(1,426,875	)	$	(81,734	)

Cash flows from financing activities:
Short-term bank credit, net	$	36,204		$	16,428
Convertible loans, net		1,418,785			-
Issuance of shares, and warrants		483,037			634,000
Prepayment on account of shares		346,463			-
Net cash provided by financing activities	$	2,284,489		$	650,428

Increase (Decrease) in cash and cash equivalents	$	112,612		$	(704,869	)
Cash and cash equivalents at the beginning of the year	$	63,200			768,069
Cash and cash equivalents at the end of the year	$	175,812		$	63,200

Supplemental disclosure of cash flows information:
Cash paid during the period for:
Interest	$	10,400		$	-

The accompanying Notes are an integral part of the consolidated financial statements.

F - 7

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 1 - GENERAL:

EZTrader, Inc. (formerly: Win Global Markets, Inc.) ("the Company") was incorporated in April 2002 under the laws of the State of Nevada. The Company is engaged in offering online trading of binary options. The Company's shares were quoted on the OTCQB in the United States under the symbol "WGMI" from 2010 until August 2013, when the Company terminated its registration under the Securities Exchange Act of 1934, as amended, and as a result the Company’s shares are now quoted on the OTC Pink.The Company conducts its operations and business with and through its active wholly-owned subsidiaries, (a) Win Global Markets Inc (Israel) Ltd., an Israeli company, and (b) WGM Services Ltd., a company registered in Cyprus (“WGM”).

B.	On July 14, 2014 the Company changed its name from Win Global Markets Inc to EZTrader, Inc. (the "Company").

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses from operations and negative cash flows from operations since inception. For the year ended December 31, 2013, the net loss attributable to the Company was $3,342,026 and the negative cash flows from operations were $745,002.

As of December 31, 2013, obligation to customers amounted to $2,144,201, while current assets were $2,377,631. Customers may withdraw their deposits upon demand.

Despite its negative cash flows, the Company has been able to secure financing to support its operations to date, based on share issuances amounted to$ 3.9 million and loans amounted to $2.8 million subsequent to balance sheet date (see also Note 15).

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

A.	Use of estimates:

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company's management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

F - 8

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.):

B.	Financial statements in U.S. dollars:

The currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S. dollar (“dollar”). In addition, a substantial portion of the Company’s revenues and costs are incurred in dollars. Thus, the functional and reporting currency of the Company is considered to be the dollar. The functional currency of all subsidiaries is the U.S. dollar, therefore there is no unrealized gain/loss.

Transactions and balances denominated in U.S. dollars are presented at their original amounts. Monetary accounts maintained in currencies other than the dollar are re-measured into dollars in accordance with Accounting Standards Codification No. 830-10, Foreign Currency Matters. All transaction gains and losses of the re-measurement of monetary balance sheet items are reflected in the consolidated statements of operations as financial income or expenses, as appropriate.

C.	Principles of consolidation:

The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and balances have been eliminated upon consolidation.

D.	Cash equivalents:

Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired.

E.	Short-term bank deposits:

Short-term bank deposits are deposits with maturities of more than three months but less than one year.

F.	Restricted cash:

The restricted cash in the approximate amount of $1.4 million at December 31, 2013, is held for financial institutions in respect of fulfillments of authority obligations in Cyprus. During March 2014, the Company fulfilled its obligations and the amount was released.

G.	Property and equipment:

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method, over the estimated useful lives of the assets, at the following annual rates:

	%

Computers and peripheral equipment	33
Electronic devices	15
Leasehold improvements	Over the shorter of lease term or the life of the assets
Office furniture and equipment	6

F - 9

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.):

H.	Intangible assets:

Identifiable intangible assets mainly consist of purchased customer database and software platform.

Intangible assets are stated at cost, net of accumulated amortization. Intangible assets are amortized over their useful life using the straight-line method.

I.	Impairment of long lived assets and intangible assets subject to amortization:

Property and equipment and intangible assets subject to amortization are reviewed for impairment in accordance with ASC No. 360, Accounting for the Impairment or Disposal of Long-Lived Assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Intangible assets are recorded at fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and any accumulated impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful lives.

All other intangible assets are amortized over their estimated useful lives on a straight-line basis.

During 2012 and 2013, no impairment losses were recorded.

J.	Accounting for stock-based compensation:

The Company accounts for stock based compensation to employees in accordance with ASC 718, Stock Compensation. The Company measures and recognizes compensation expense for share-based awards based on estimated fair values on the date of grant using the Black-Scholes option-pricing model. This option pricing model requires that the Company make several estimates, including the option's expected life and the price volatility of the underlying stock. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company's consolidated statement of operations.

The Company recognizes compensation expenses for the value of its awards, which have graded vesting, based on the straight line method over the vesting period, net of estimated forfeitures. Estimated forfeitures are based on actual historical pre-vesting forfeitures.

F - 10

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.):

J.	Accounting for stock-based compensation (Cont.):

For the years ended December 31, 2013 and 2012, the Company recorded stock based compensation costs in the amount of $105,955 and $64,299, respectively. At December 31, 2013, the Company's total unrecognized stock-based compensation costs amounted to approximately $523 thousand.

K.	Revenue recognition from binary option business:

The Company generates revenues from its binary options business. The online binary options trading business involves a customer trying to predict the occurrence of a future event that will be settled in a win or lose situation at expiration or the end of the day. There is only a win or lose situation (binary option) and the gain or loss is recognized once every hour, or at the end of each day. Thus, each event commences and ends on the same day. The revenues are principally generated from the margin between winning customers to losing customers. In a winning situation (when either a higher or a lower strike price has been achieved at the expiration of the underlying asset) the binary option entitles a customer a fixed return (usually around 75%) in addition to the transaction amount. In a losing situation (when the customer’s prediction is not fulfilled) the customer loses between 85%-90% of the transaction price. In its consolidated statement of operations the Company recognizes revenues from the binary options on a net basis.

L.	Research and development costs:

Research and development costs, including direct and allocated expenses are expensed as incurred.

M.	Severance Pay:

The Company's liability for severance pay is calculated pursuant to Israeli Severance Pay Law, based on the most recent salary of the relevant employees multiplied by the number of years of employment as of the balance sheet date. These employees are entitled to one month's salary for each year of employment or a portion thereof. The Company's liability for these employees is fully provided for through monthly deposits to the employees' pension and management insurance policies and an accrual. The value of these deposits is recorded as an asset on the Company's consolidated balance sheet.

The carrying value of the deposited funds is based on the cash surrender value and includes profits accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to the Israeli Severance Pay Law.

Severance expense for the years ended December 31, 2013 and 2012 amounted to $87,267 and $44,436, respectively.

F - 11

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.):

N.	Comprehensive income:

As the Company has no comprehensive income (loss), there is no difference between net loss and total comprehensive income (loss).

O.	Income taxes:

The Company accounts for income taxes in accordance with Accounting Standards Codification No. 740, Income Taxes ("ASC No. 740"). ASC No. 740 prescribes the use of the liability method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ASC No. 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement.

P.	Financial Instruments:

Concentrations of credit risk:

Financial instruments that have the potential to expose the Company to credit risks are mainly cash and cash equivalents, bank deposit accounts, and trade receivables.

The Company holds cash and cash equivalents, and deposit accounts at large banks in Israel, the United States, and Europe, thereby substantially reducing the risk of loss.

The Company performs ongoing credit evaluations of its customers for the purpose of determining the appropriate allowance for doubtful accounts and generally does not require collateral. An appropriate allowance for doubtful accounts is included in the accounts.

Fair value measurement:

The Company measures fair value and discloses fair value measurements for financial and non-financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

F - 12

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.):

P.	Financial Instruments (Cont.):

Fair value measurement (Cont.):

The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.

Q.	Basic and diluted net income (loss) per share – EPS:

Basic net income per share is computed based on the weighted average number of common shares outstanding during each year. Diluted net income per share is computed based on the weighted average number of shares of common stock outstanding during each year, plus dilutive potential shares of common stock considered outstanding during the year, in accordance with ASC 260, Earnings Per Share.

For each of the years ended December 31, 2012 and 2013, the Company incurred a net loss and therefore no diluted EPS was presented and all common stock equivalents were anti-dilutive.

R.	Reclassifications:

Certain comparative figures have been reclassified to conform to the current year presentation.

S.	Recently Issued Accounting Pronouncements:

In April 2014, the Financial Accounting Standard Board (“FASB”) issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205): Property, Plant, and Equipment, and(Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this standard change the requirements for reporting discontinued operations in Subtopic 205-20. The amendments in this update will be effective prospectively for annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company does not expect a significant impact on the consolidated financial statements upon adoption.

F - 13

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 2 -SIGNIFICANT ACCOUNTING POLICIES (Cont.):

S.	Recently Issued Accounting Pronouncements (Cont.):

In May 2014, the FASB issued ASU No. 2014-09, Revenue from contracts with customers (Topic 606).The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply a five step methodology: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. An entity should apply the amendments in this update using one of the following two methods: (1) retrospectively to each prior reporting period presented (along with some practical expedients); or (2) retrospectively with the cumulative effect of initially applying this update recognized at the date of initial application. The amendments in this update will be effective prospectively for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the impact of the adoption of this update on its consolidated financial statements.

NOTE 3 - FAIR VALUE MEASUREMENT:

Items carried at fair value as of December 31, 2013 and 2012 are classified in the table below in one of the three categories described in Note 2.P.2.

	Fair value measurements using input type
	December 31, 2013
	Level 1		Level 2		Level 3		Total

Cash and cash equivalents	$	175,812	$	-	$	-	$	175,812
Short term deposit		-		-		-		-
	$	175,812	$	-	$	-	$	175,812

	Fair value measurements using input type
	December 31, 2012
	Level 1		Level 2		Level 3		Total

Cash and cash equivalents	$	63,200	$	-	$	-	$	63,200
Short term deposit		22,716		-		-		22,716
	$	85,916	$	-	$	-	$	85,916

F - 14

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 4 - OTHER ACCOUNTS RECEIVABLE:

	December 31,
	2013		2012

Government authorities	$	36,639	$	-
Deferred issuance costs		58,395		-
Prepaid expenses and other		24,109		4,500
	$	119,143	$	4,500

NOTE 5 - PROPERTY AND EQUIPMENT, NET:

	December 31,
	2013		2012
Cost:
Computers and peripheral equipment	$	187,631	$	150,268
Electronic devices		11,619		7,642
Leasehold improvements		36,576		15,704
Office furniture and equipment		23,635		13,928
		259,461		187,542

Accumulated depreciation:
Computers and peripheral equipment		86,942		58,739
Electronic devices		4,090		2,103
Leasehold improvements		7,443		4,175
Office furniture and equipment		9,436		1,915
		107,911		66,932
Depreciated cost	$	151,550	$	120,610

Depreciation expenses were $40,979 and $33,585 for the years ended December 31, 2013 and 2012, respectively.

F - 15

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 6: - INTANGIBLE ASSETS:

In May 2011, WGM and Venice Technologies Ltd., an Israeli corporation ("Venice"), entered into a Purchase Agreement (the "Venice Agreement"), pursuant to which WGM agreed to purchase Venice's customer database (including liability to customers) and online trading of binary options software, including the domain name www.eztrader.com, for $625,000 of which $500,000 was paid in cash at closing in June 2011. With respect to the remainder of the consideration in the amount of $125,000, Venice had the option to either (i) receive the consideration on September 1, 2011, or (ii) receive 1,562,500 shares of the Company's common stock by such date. This option was recorded as a derivative liability in the amount of $64,000 in addition to the liability of $125,000. On September 1, 2011, the option was expired and the Company paid Venice the remaining $125,000.

Upon payment of the $125,000 and expiration of the option, the balance of the derivative liability in the amount of $64,000 was written off to finance income. The total purchase price of $689,000 was evaluated by an independent valuator expert and was attributed to customer database in the amount of $866,000, software platform in the amount of $281,000 and a liability to customers in the amount of $458,000. The software platform is being amortized over a 3 year period and the customer database over 1 year, each of which represents their economic useful life.

The balance of intangible assets as of December 31, 2013 includes the unamortized amount of the software platform which amounted to $39,028.

Amortization expense for the years ended December 31, 2013 and 2012 amounted to $93,666 and $454,500, respectively.

NOTE 7 - ACCRUED EXPENSES AND OTHER ACCOUNT PAYABLES:

	December 31,
	2013		2012

Accrued expenses to suppliers and others	$	828,887	$	142,000
Employees and wage-related liabilities		401,131		307,352
	$	1,230,018	$	449,352

F - 16

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 8 - CONVERTIBLE LOANS:

A.	On May 12, 2013, the Company entered into a Finance Agreement with Activa Red Green (the "Lender"), pursuant to which the Lender loaned to the Company $100,000 with a maturity date of May 11, 2014 (the "Loan").

The Loan bears annual interest of 20%. In addition, in the event of default and nonpayment the Loan shall bear additional penalty interest of 4% per annum. The Lender is entitled to convert the loan into shares of common stock of the Company at a conversion price of $0.10 per a share and upon such conversion receive with a warrant to purchase 1/10 share of common stock at the a price per share of $0.10. The loan was fully paid in May, 2014.

The Company determined that the convertible loan does not fall within the scope of ASC 480-10: Distinguishing Liabilities from Equity.. The embedded conversion feature should not be bifurcated in accordance with ASC 815: Derivatives and Hedging. In addition, the Company followed ASC 470-20: Debt, to determine whether a beneficial conversion feature exists at loan inception and came to the conclusion that a beneficial conversion feature should not be recognized.

On October 29, 2013 (the "Closing Date"), the Company entered into a Convertible Loan agreement, according to which, the lenders will provide a loan in the amount of $1,391,000. The loan bears an annual interest of 10% to be repaid in one lump sum with the loan principal upon the lapse of one year as of the Closing Date. The lenders may convert the loan into shares on each of the dates falling upon: (1) the lapse of six (6) months as of the Closing Date, and (2) the lapse of one (1) year as of the Closing Date. The loan is convertible into "Conversion Units" which in total include 7,291,534 common shares of the Company, and Warrants exercisable into 729,151 ordinary shares of the Company each at a strike price of $0.19078 for a period of 18 months after issuance. The lenders are entitled to require that the loan shall be repaid upon the lapse of six (6) months as of the Closing, by delivering a written notice to the Company at least 21 days prior to such date, and in such case the Company shall repay the loan (principal and interest accrued until such date) on such earlier date.

The Company determined that the convertible loan does not fall within the scope of ASC 480-10. The embedded conversion feature and the prepayment clause should not be bifurcated in accordance with ASC 815. In addition, the Company followed ASC 470-20 to determine whether a beneficial conversion feature exists at loan inception and came to the conclusion that a beneficial conversion feature should not be recognized.

The Company recorded issuance costs of approximately $73 thousand, which is amortized using the effective interest rate of the loan over the loan period. As of December 31, 2013, the deferred issuance costs balance of $58 thousand was presented in other accounts receivable.

F - 17

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 9 - COMMITMENTS AND CONTINGENT LIABILITIES:

Lease commitments:

The Company leases its facilities under a lease agreement in Israel. This location for 2012 consists of approximately 250 square meters of office space and the rent is approximately $3,600 per month. The Company has a new location beginning February 1, 2013 and ending January 31, 2015 of approximately 570 square meter for $7,719 monthly rent. On December 2013, the Company signed an amendment to the existing rent agreement, according to which the Company will rent office space of approximately 850 square meter for a monthly rent of approximately $11,000 per month. Simultaneously, on December 2013, the Company entered into a property management agreement, according to which the Company will pay to a management company a monthly fee to cover the relative part of the building expenses of the facilities rented in the amount equal to costs plus 15%.

Future minimum commitments under non-cancelable operating leases as of December 31, 2013 are as follows:

	Rental of
Year ending December 31,	premises

2014	$	176,583
2015		15,887
	$	192,470

Total rent and related expenses for the years ended December 31, 2013 and 2012 were $133,290 and $47,933, respectively.

NOTE 10 - EQUITY:

A.	Shareholders’ rights:

The shares of common stock confer upon the holders the right to elect the directors and to receive notice to participate and vote in the shareholders meetings of the Company, and the right to receive dividends, if and when declared. A special meeting of shareholders of the Company was held on January 25, 2012. The Company's shareholders approved an amendment to the amended Articles of Incorporation of the Company to increase the number of authorized shares of its common stock from 75,000,000 shares, par value $0.001 per share, to 150,000,000 shares, par value $0.001 per share.

On November 8, 2012, the Company entered into securities purchase agreements with three existing shareholders, including certain of its management, pursuant to which the Company sold 3,790,000 shares and warrants to purchase an aggregate of 379,000 shares of common stock (the “Warrants”) at exercise prices per share of $0.10. No separate consideration was paid for the Warrants. The Warrants are exercisable on or after May 8, 2013 until twenty-four months from the date of issuance thereof. The aggregate net proceeds from the sale of the shares and issuance of the Warrants amounted to $379,000.

F - 18

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 10 - EQUITY (Cont.):

(Cont.):

On March 5, 2013, the Company issued an aggregate of 1,368,920 shares of common stock in connection with the cashless and cash-based (aggregate cash amount of $53,513) exercises of $500,000 of warrants issued in connection with the Company's March 2008 convertible debt transaction with Mr. Shimon Citron, the Company's CEO and a director.

On June 12, 2013, the Company entered into a securities purchase agreement (the "SPA") with Ricx Investments Ltd. (the "Investor"), pursuant to which the Company issued to the Investor 4,295,220 shares of restricted common stock (the "Investor's Shares") of the Company at a price of $0.10 per share, and issued a warrant to purchase 859,044 shares of common stock (the "Warrant") at an exercise price per share of $0.10. No separate consideration was paid for the Warrant. The Warrant expires on June 12, 2016. The net proceeds from the issuance of the Investor's Shares and the Warrant amounted to $429,522 and were recorded in equity. The transaction closed on June 12, 2013.

On December 10, 2013, the Company entered into a securities purchase agreement (the "December SPA") with three investors (the "Investors"), pursuant to which the Company issued to the Investors 1,920,631 shares of common stock (the "Investor's Shares") at a price of $0.19 per share, and issued a warrant to purchase 192,063 shares of common stock (the "December Warrant") of the Company at an exercise price per share of $0.19. No separate consideration was paid for the December Warrant. The December Warrant expires on December 10, 2015. The net proceeds from the issuance of the Investor's Shares and the Warrant amounted to $366,418 and was recorded in equity under prepayment on account of shares due to delay in issuing the shares, but the December SPA was approved by the Company’s Board of Directors. The transaction costs of approximately $20 thousand were recorded as a deduction from prepayment on account of shares.

C.	Warrants to purchase common stock:

F - 19

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 10 - EQUITY (Cont.):

C.	Warrants to purchase common stock (Cont.):

Significant terms of warrants to purchase common stock are as follows as of December 31, 2013:

Expiration Date	Warrants for common stock		Exercise price per share
			$

October 2015		1,875,000		0.08
December 2015		192,063		0.19
June 2016		3,125,000		0.08
June 2016		859,044		0.10
August 2016		2,925,000		0.08
November 2017		379,000		0.10
February 2018		6,250,000		0.08
June, 2018		6,250,000		0.10
		21,855,107

D.	Stock option plans:

On November 23, 2004, the Company adopted the 2004 Global Share Option Plan (the “2004 Global Share Option Plan”). The 2004 Global Share Option Plan is intended to provide incentives to employees, directors and consultants by providing them with opportunities to purchase shares of the Company’s common stock. Under the terms of the 2004 Global Share Option Plan, it is effective as of November 23, 2004 and terminates at the end of ten years from such date, which has been extended for additional ten years expiring in 2024. The Company initially reserved 5,000,000 authorized but unissued shares of its common stock to be issued under the 2004 Global Share Option Plan. On May 4, 2006, April 15, 2012 and September 13, 2012, the Company’s Board approved amendments to its 2004 Global Share Option Plan under which the number of shares reserved by the Company for the purpose of the 2004 Global Share Option Plan were increased from 5,000,000 to 8,000,000, 16,000,000 and 20,000,000, respectively. The exercise price of the options granted under the plans may not be less than the nominal value of the shares into which such options are exercised. The options vest primarily over three years. Any options that are forfeited or not exercised before expiration become available for future grants.

F - 20

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 10 - EQUITY (Cont.):

E.	Stock option plans (Cont.):

A summary of the Company’s share option activity to employees and directors and related information is as follows:

	Year ended December 31,
	2013					2012
				Weighted				Weighted
				average				average
	Number			exercise		Number		exercise
	of options			price		of options		price
				$				$
Outstanding at the beginning of the year		8,705,261			0.44		7,505,261		0.44
Granted		7,610,000			0.10		1,200,000		0.10
Forfeited		(1,572,500	)		0.10		-		-
Expired		(1,827,500	)		0.51		-		-
Outstanding at the end of the year		12,915,261			0.27		8,705,261		0.44
Options exercisable at the end of the year		7,185,261			0.40		7,830,261		0.47

Weighted-average fair value of options

granted during the year

0.08

0.10

The Company granted options in 2012 and 2013. The fair value of each option granted is estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield of 0% for 2013 and 2012; expected volatility: 2013 – 86%, 2012 – 353%; risk-free interest rate 2013 – 0.37%, 2012 – 2.0%; expected life: 2013 – 3.5 years, 2012 – 4 years. There was no intrinsic value for options outstanding during 2013 and 2012 as the market price of the share was lower than the exercise price.

The Company is required to assume a dividend yield as an input in the Black-Scholes option-pricing model. The dividend yield assumption is based on the Company’s historical experience and expectation of future dividend payouts and may be subject to change in the future.

The Company uses historical volatility in accordance with FASB ASC Topic 718, “Stock Compensation”. The computation of volatility uses volatility derived from similar traded companies.

F - 21

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 10 - EQUITY (Cont.):

D.	Stock option plans (Cont.):

(Cont.):

The risk-free interest rate assumption is the implied yield currently available on U.S. Treasury zero coupon bonds, issued with a remaining term equal to the expected life term of the Company’s options.

Pre-vesting forfeiture rates were estimated based on pre-vesting forfeiture experience.

The Company uses the simplified method to compute the expected option term for options granted.

The options outstanding as of December 31, 2013, have been classified by ranges of exercise price, as follows:

		Options outstanding as of		Weighted average remaining		Options exercisable as of
		December 31,		contractual		December 31,
Exercise price		2013		life		2013
$				(years)

	0.06		2,100,000		4.71		2,100,000
	0.1		7,060,000		4.14		1,330,000
	0.11		1,500,000		1.72		1,500,000
	0.725		200,000		2.26		200,000
	1		192,261		2.04		192,261
	1.15		1,863,000		2.58		1,863,000
			12,915,261				7,185,261

F - 22

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 11 - TAXES ON INCOME:

A.	Loss (income) before taxes on income:

	Year ended December 31,
	2013		2012

Domestic	$	1,776,361	$	2,612,326
Foreign		1,565,665		(281,758	)
	$	3,342,026	$	2,330,568

B.	Deferred income taxes:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company and its subsidiaries’ deferred tax assets are as follows:

	Year ended December 31,
	2013			2012

Operating loss carry-forwards and temporary differences	$	4,566,597		$	6,086,518

Deferred tax asset before valuation allowance		4,566,597			6,086,518
Valuation allowance	$	(4,566,597	)		(6,086,518	)
Net deferred tax asset	$	-		$	-

As of December 31, 2013, the Company and its subsidiaries have provided valuation allowances of $4,566,597 in respect of deferred tax assets resulting from tax loss carry-forwards and other temporary differences. Management currently believes that it is more likely than not that the deferred tax regarding the loss carry-forwards and other temporary differences will not be realized in the foreseeable future. The change in valuation allowance was $1,519,921 in 2013.

C.	Net operating losses carry-forwards:

The Company had accumulated losses for tax purposes as of December 31, 2013, in the amount of approximately $12.7 million which may be carried forward and offset against taxable income, and which expire during the years 2023 through 2026.

D.	Tax rates on Israeli subsidiary:

The Israeli corporate tax rate was in 25% in 2012 and 2013.

On July 30, 2013, the Israeli parliament approved the Bill for the Change of National Priorities (Legislation Amendments for Achieving the Budget Targets for the years 2013 and 2014) (hereinafter: the "Law"). The main change included in the Law with respect to taxation is an increase of corporation tax by 1.5% from 2014 onwards (from 25% to 26.5%).

E.	A reconciliation of the theoretical tax:

The main reconciling items between the statutory tax rate of the Company and the zero effective tax rate are the non-recognition of the benefits from accumulated net operating carry-forward losses among the various subsidiaries due to the uncertainty of the realization of such tax benefits.

F - 23

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 11: - TAXES ON INCOME (Cont.):

F.	Income taxes on non-U.S. subsidiaries:

Non-U.S. subsidiaries are taxed according to the tax laws in their respective country of residence.

U.S. income taxes and foreign withholding taxes were not provided for on undistributed earnings of the Company's foreign subsidiaries. The Company intends to reinvest these earnings indefinitely in its foreign subsidiaries. If these earnings were distributed to the U.S. in the form of dividends or otherwise, the Company would be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.

G.	Uncertain tax position:

The Company has recorded no liability for income taxes associated with unrecognized tax benefits as of December 31, 2013 and 2012.

NOTE 12 - GENERAL AND ADMINISTRATIVE:

	December 31
	2013		2012

Payroll and related expenses	$	237,857	$	203,158
Legal fees		288,399		108,562
Management fees		498,158		200,000
Professional fees		267,328		342,890
Maintenance		119,107		40,665
Rent		87,267		47,933
Stock-based compensation		105,955		64,298
Depreciation and amortization		45,169		33,585
Car expenses		76,478		58,667
Travel and entertainment		18,739		80,229
Other		185,719		20,184
	$	1,930,176	$	1,200,171

F - 24

EZTRADER, INC. (formerly: WIN GLOBAL MARKETS, INC.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. dollars)

NOTE 13 - FINANCIAL INCOME (EXPENSE), NET:

	December 31
	2013			2012

Foreign currency exchange differences	$	(118,407	)	$	254,351
Interest, bank charges and fees, net		(223,809	)		(57,194	)
	$	(342,216	)	$	197,157

NOTE 14 - RELATED PARTIES:

Transactions	December 31
	2013		2012

Management fees	$	498,158	$	200,000
	$	498,158	$	200,000

Balances	December 31
	2013		2012

Short-term loan	$	75,460	$	64,761
Accrued fees and bonuses		359,683		129,714
	$	435,143	$	194,475

NOTE 15 - SUBSEQUENT EVENTS:

In February 2014, the Company issued convertible loans to new and existing shareholders for a total consideration of $2.8 million. The principal amount of the loans (but not the accrued interest) is convertible at any time before maturity into 7,963,542 shares of common stock at an exercise price of $0.35 per share. The loans bear interest at an annual rate of 10%. The loans and accrued interest are repayable at maturity in one year from the date of receipt of the loans, unless converted earlier by the lender. The lender may elect to extend the maturity for an additional year.

In May 2014, the Company signed a share purchase agreement with new and existing shareholders for the issuance of 7,880,000 common shares for total consideration of $3,940,000. In addition, the Company issued to the shareholders, for no additional consideration, 788,000 warrants exercisable into 788,000 common shares at an exercise price of $0.50 per share, for a period of five years commencing six months after the date of the closing of the agreement.

F - 25

(b) Exhibits

The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Description
3.1*	Composite copy of the Company’s Articles of Incorporation as amended on July 14, 2014.
3.2	Bylaws (incorporated by reference to Exhibit 3.2 to our Form SB-2 (File No. 333-91356) filed with the Securities and Exchange Commission on June 27, 2002).
4.1	Common Stock Purchase Warrant dated March 6, 2008 issued by the Company to Shimon Citron (incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K (File No. 000-51255) filed with the Securities and Exchange Commission on March 14, 2008).
4.2	Form of Common Stock purchase Warrant dated November 8, 2012 (incorporated by reference to Exhibit 4.7 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2013).
4.3	Form of Common Stock Purchase Warrant dated June 12, 2013, issued by the Company to Ricx Investments Ltd. (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2013).
4.4*	Form of Common Stock Purchase Warrant dated December 10, 2013, issued by the Company to certain Investors
4.5*	Form of Common Stock Purchase Warrant dated May 2014, issued by the Company to certain Investors
10.1	2004 Global Share Option Plan (incorporated by reference to Exhibit 10.1 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2013).
10.2	Sample Agreement under the Company’s 2004 Global Share Option Plan (incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10K-SB (File No. 000-51255) filed with the Securities and Exchange Commission on April 11, 2006).
10.3	Consulting Agreement, dated September 23, 2008, between the Company and Citron Investments Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (File No. 000-51255) filed with the Securities and Exchange Commission on September 25, 2008).
10.4	Addendum dated December 9, 2010, to Consulting Agreement, dated September 23, 2008, between the Company and Citron Investments Ltd. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 13, 2010).
10.5*	Addendum dated November 1, 2013, to Consulting Agreement, dated September 23,2008, between the Company and Citron Investments Ltd.
10.6*	Employment Agreement, dated October 31, 2013, between the Company and Shimon Citron.
10.7	Securities Purchase Agreement, dated June 12, 2013, between Ricx Investments Ltd. and the registrant. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 14, 2013).
10.8*	Finance Agreement dated May 12, 2013, by and among the Company, Win Global Markets (Israel) Ltd. and Activa Red Green Ltd.
10.9*	Form of Convertible Loans Agreement dated October 29, 2013, by and among the Company and Company’s shareholders

10.10*	Form of Securities Purchase Agreement dated December 10, 2013, by and among the Company and Company’s shareholders
10.11*	Form of Convertible Loans Agreement dated February 2014, by and among the Company and Company’s shareholders.
10.12*	Form of Share Purchase Agreement dated May 2014, by and among the Company and Company’s shareholders
21.1*	List of subsidiaries.
101**	XBRL. The following materials from the Company's Registration Statement on Form 10 are formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholders' Equity, (iv) the Consolidated Statements of Cash Flows, and (v) related notes to these financial statements, tagged as blocks of text and in detail.

*	Filed herewith.
**	Furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	EZTrader, INC.
	By:	/s/ Shimon Citron
	Name:	Shimon Citron
	Title:	Chief Executive Officer

Date: September 15, 2014

Exhibit 3.1

*090203*

	ROSS MILLER
	Secretary of State
	204 North Carson Street, Suite 1
	Carson City, Nevada 89701-4520
	(775) 684-5708
	Website: www.nvsos.gov	Filed in the office of	Document Number
			20140504017-84
			Filing Date and Time
Certificate of Amendment		Ross Miller	07/14/2014 8:00 AM
(PURSUANT TO NRS 78.385 AND 78.390)		Secretary of State	Entity Number
		State of Nevada	C10208-2002

USE BLACK INK ONLY - DO NOT HIGHLIGHT

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1. Name of corporation:

WIN GLOBAL MARKETS, INC.

2. The articles have been amended as follows: (provide article numbers, if available)

Article 1

“The name of the corporation shall be EZTrader, Inc.”

Article 3

“The capital stock shall consist of 300,000,000 shares, par value of $0.001.”

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes of series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: 51.35%

4. Effective date and time of filling: (optional)	Date:	Time:
	(must not be later than 90 days after the certificate is filed)

5. Signature: (required)

X
Signature of Officer

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Nevada Secretary of State Amend Profit-After

Revised: 11-27-13

Exhibit 4.4

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

WIN GLOBAL MARKETS, INC.

COMMON STOCK PURCHASE WARRANT

Warrant No.:		Original Issue Date: __________
Initial Holder: __________		Initial Exercisable Date: the date falling six (6) months as of the Original Issue Date
		No. of Shares Subject to Warrant: __________
		Exercise Price Per Share: US$ 0.19078
		Expiration Date: 4 p.m., New York time, on: the date falling twenty four (24) months as of the Original Issue Date

Win Global Markets, Inc., a Nevada corporation (the ”Company”), hereby certifies that, for value received, the Initial Holder shown above, or its permitted registered assigns (the ”Holder”), is entitled to purchase from the Company up to the number of shares of its common stock shown above (the ”Common Stock”) (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at the exercise price shown above (as may be adjusted from time to time as provided herein, the ”Exercise Price”), at any time and from time to time on or after the Initial Exercisable Date shown above and through and including the Expiration Date shown above (the “Expiration Date”), and subject to the following terms and conditions:

This Warrant is being issued pursuant to a Share Purchase Agreement, dated __________ (the “SPA”), by and between the Company and the Initial Holder.

1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the SPA.

2. List of Warrant Holders. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which shall include the Initial Holder or, as the case may be, any registered assignee to which this Warrant is permissibly assigned hereunder from time to time). The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3. List of Transfers; Restrictions on Transfer. The Company shall register any transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

4. Exercise and Duration of Warrant.

(a) All or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant at any time and from time to time on or after the Initial Exercisable Date and through and including the Expiration Date. Subject to Section 11 hereof, at the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value and this Warrant shall be terminated and shall no longer be outstanding.

(b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached hereto (the ”Exercise Notice”), completed and duly signed by the Holder, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being exercised. The date such items are delivered to the Company (as determined in accordance with the notice provisions hereof) shall be referred to as an ”Exercise Date”. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder, but if it is not so delivered then such exercise shall constitute an agreement by the Holder to deliver the original Warrant to the Company as soon as practicable thereafter. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.

5. Delivery of Warrant Shares.

(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than three (3) Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder and in such name or names as the Holder may designate, a certificate for the Warrant Shares issuable upon such exercise. “Trading Day” shall mean a date on which the Company’s Common Stock trades on its principal trading market ("Trading Market"). The Holder, or any person andor entity permissibly so designated by the Holder to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. The Company shall, upon the written request of the Holder, use its best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through the Depository Trust and Clearing Corporation. If as of the time of exercise the Warrant Shares constitute restricted or control securities, the Holder, by exercising, agrees not to resell them except in compliance with all applicable securities laws.

(b) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any person andor entity or any action to enforce the same, or any set-off, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other person andor entity of any obligation to the Company or any violation or alleged violation of law by the Holder or any other person andor entity, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

6. Charges, Taxes and Expenses. The Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liabilities that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon the exercise hereof.

7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity, if requested. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.

8. Reservation of Warrant Shares. The Company covenants that it will, at all times, reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are then issuable and deliverable upon the exercise of this entire Warrant, free from any preemptive rights or any other contingent purchase rights of any person andor entity other than the Holder (taking into account the adjustments and restrictions of Section 9 herein). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance thereof and the payment of the applicable Exercise Price in accordance with the terms hereof, shall be duly and validly authorized, issued and fully paid and non-assessable.

9. Certain Adjustments; Termination under Certain Circumstances. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, or (iii) combines outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.

(b) Pro Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock for no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset besides cash (in each case, ”Distributed Property”), then either upon any exercise of this Warrant that occurs after the record date fixed for determination of stockholders entitled to receive such distribution or, at the option of the Company, concurrently with such distribution, the Holder shall be entitled to receive, in addition to the Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have been entitled to receive in respect of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares immediately prior to such record date.

(c) Fundamental Transactions. As used herein, “Fundamental Transaction” means at any time while this Warrant is outstanding (i) the Company effects any merger of the Company with another entity, in which the shareholders of the Company immediately prior to the transaction own immediately after the transaction less than a majority of the outstanding stock of the successor entity, or its parent if applicable, (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer approved or authorized by the Company’s Board of Directors is completed pursuant to which holders of at least a majority of the outstanding Common Stock tender or exchange their shares for other securities, cash or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property. In the event of a Fundamental Transaction pursuant to which the securities, cash or property issuable with respect to the outstanding Common Stock consist solely of cash and/or securities traded on a national securities exchange or an established over-the-counter market (the “Alternate Consideration”), this Warrant shall expire immediately prior to the closing of the Fundamental Transaction. The Company shall not effect any such Fundamental Transaction unless prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, such Alternate Consideration as, in accordance with the foregoing provisions, the Holder shall be entitled to receive upon proper exercise of this Warrant prior to such closing.

(d) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.

(e) Calculations. All calculations under this Section 9 shall be made to the nearest cent or the nearest 1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

(f) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder, promptly compute such adjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment, in good faith, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer agent for the Common Stock.

(g) Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i) authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (ii) authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice describing the material terms and conditions of such transaction at least ten (10) Trading Days prior to the applicable record or effective date on which a person andor entity would need to hold Common Stock in order to participate in or vote with respect to such transaction, and the Company will take all reasonable steps to give Holder the practical opportunity to exercise this Warrant prior to such time; provided, however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required to be described in such notice.

10. Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds.

11. Limitations on Exercise. (a) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by the Holder and its affiliates and any other entity whose beneficial ownership of Common Stock would be aggregated with the Holder’s for the purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), does not exceed 4.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice by the Holder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided, that, if, as of the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. By written notice to the Company, the Holder may waive the provisions of this Section but any such waiver will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, nor will any such waiver affect any other Holder.

(b) Notwithstanding anything to the contrary contained herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following such exercise (or other issuance), the total number of shares of Common Stock then beneficially owned by such Holder and its affiliates and any other entity whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares of Common Stock (including for such purpose the shares of Common Stock issuable upon such exercise). For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Each delivery of an Exercise Notice hereunder will constitute a representation by the Holder that it has evaluated the limitation set forth in this Section and determined that issuance of the full number of Warrant Shares requested in such Exercise Notice is permitted under this Section. The Company’s obligation to issue shares of Common Stock in excess of the limitation referred to in this Section shall be suspended (and, except as provided below, shall not terminate or expire notwithstanding any contrary provisions hereof) until such time, if any, as such shares of Common Stock may be issued in compliance with such limitation; provided , that, if, as of the Expiration Date, the Company has not received written notice that the shares of Common Stock may be issued in compliance with such limitation, the Company’s obligation to issue such shares shall terminate. This provision shall not restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9 of this Warrant. This restriction may not be waived.

12. No Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the closing price of one Warrant Share as reported by the applicable Trading Market on the applicable Exercise Date.

13. Notices. Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section at or prior to 10:00 a.m. (New York City time) on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via fax at the fax number specified in this Section on a day that is not a Trading Day or later than 10:00 a.m. (New York City time) on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. The addresses for such notices or communications shall be: if to the Company, to 92 Vandam St., New York, NY 10012, USA, fax No. 1-212-222-3779 (or such other address as the Company shall indicate in writing in accordance with this Section) or (ii) if to the Holder, to the address or facsimile number appearing on the Warrant Register (or such other address as the Holder shall indicate in writing in accordance with this Section).

14. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

15. Miscellaneous.

(a) This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any person andor entity other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.

(b) All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of this Warrant and the transactions herein contemplated (“Proceedings”) (whether brought against a party hereto or its respective affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Warrant or the transactions contemplated hereby. If either party shall commence a Proceeding to enforce any provisions of this Warrant, then the prevailing party in such Proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(d) In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Warrant.

(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

Win Global Markets Inc.

By:

Name:

Title:

WIN GLOBAL MARKETS, INC.

EXERCISE NOTICE

WARRANT ORIGINALLY ISSUED ON __________

WARRANT NO. __________

Ladies and Gentlemen:

(1) The undersigned hereby elects to exercise the above-referenced Warrant with respect to shares of Common Stock. Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) The Holder intends that payment of the Exercise Price shall be made as:

Cash Exercise under Section 10 of the Warrant.

(3) The holder shall pay the sum of $ __________ to the Company in accordance with the terms of the Warrant.

(4) Pursuant to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant Shares determined in accordance with the terms of the Warrant.

(5) By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section 11 of the Warrant to which this notice relates.

Dated:			HOLDER:


			Print name

			By:

			Title:

WIN GLOBAL MARKETS, INC.

WARRANT ORIGINALLY ISSUED ON __________

WARRANT NO. _______________

FORM OF ASSIGNMENT

To be completed and signed only upon transfer of Warrant

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________ the right represented by the above-referenced Warrant to purchase _________________ shares of Common Stock to which the within Warrant relates and appoints __________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises.

Dated:			TRANSFEROR:


			Print name

			By:

			Title:


			TRANSFEREE:

			Print name

			By:

			Title:
WITNESS:
			Address of Transferee:

Print name

Exhibit 4.5

WIN GLOBAL MARKETS, INC.

COMMON STOCK PURCHASE WARRANT

Warrant No.:		Original Issue Date: __________
Initial Holder: __________		Initial Exercisable Date: the date falling six (6) months as of the Original Issue Date
		No. of Shares Subject to Warrant: __________
		Exercise Price Per Share: US$ 0.50
		Expiration Date: 4 p.m., New York time, on: the date falling twenty four (24) months as of the Original Issue Date

This Warrant is being issued pursuant to a Share Purchase Agreement, dated __________ (the “SPA”), by and between the Company and the Initial Holder.

1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized terms that are not otherwise defined herein have the meanings given to such terms in the SPA.

4. Exercise and Duration of Warrant.

5. Delivery of Warrant Shares.

10. Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds.

15. Miscellaneous.

(c) The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(e) Prior to exercise of this Warrant, the Holder hereof shall not, by reason of by being a Holder, be entitled to any rights of a stockholder with respect to the Warrant Shares.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

Win Global Markets Inc.

By:

Name:

Title:

WIN GLOBAL MARKETS, INC.

EXERCISE NOTICE

WARRANT ORIGINALLY ISSUED ON __________

WARRANT NO. __________

Ladies and Gentlemen:

(2) The Holder intends that payment of the Exercise Price shall be made as:

Cash Exercise under Section 10 of the Warrant.

(3) The holder shall pay the sum of $ __________ to the Company in accordance with the terms of the Warrant.

(4) Pursuant to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant Shares determined in accordance with the terms of the Warrant.

Dated:			HOLDER:


			Print name

			By:

			Title:

WIN GLOBAL MARKETS, INC.

WARRANT ORIGINALLY ISSUED ON __________

WARRANT NO. _______________

FORM OF ASSIGNMENT

To be completed and signed only upon transfer of Warrant

Dated:			TRANSFEROR:


			Print name

			By:

			Title:


			TRANSFEREE:

			Print name

			By:

			Title:
WITNESS:
			Address of Transferee:

Print name

Exhibit 10.5

ADDENDUM TO THE CONSULTING AGREEMENT

This Second Addendum (the “Second Addendum”) to the Consulting Agreement dated September 23, 2008 (the “Agreement”), by and between WIN GLOBAL MARKETS INCORPORATED, a corporation incorporated under the laws of the State of Nevada with its offices located at 103 Foulk Rd., Wilmington, DE 19803, USA (the “Company”) and Citron Investments Ltd., an Israeli Private Company Number 512083270, having its principal place of business at 4 Ovadia Street, Ramat Gan 52245, Israel (“Consultant”), is made as of the 1 day of November, 2013.

WHEREAS the Company and the Consultant, who entered into the Agreement, wish to amend the Agreement under the terms as provided herein; NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements herein contained, the parties hereby agree as follows:

1.	All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement.

2.	The parties agree that, notwithstanding section 2.1 to the Agreement, effective as of January 1, 2013 (the “Effective Date”), the Monthly Fee shall be raised to Twenty Thousand United States Dollars (US$20,000) totaling US$240,000 per year.

3.	The parties also agree that effective as of the Effective Date, the Company shall reimburse the Consultant for: (i) car expenses in the amount of One Thousand One Hundred and Fifty United States Dollars (US$1,150) per month;

4.	The parties hereto agree that, commencing on August 1, 2013 and as long as the Agreement shall be in effect, the Consultant shall be entitled to receive from the Company, in addition to the other payments under the Agreement, a monthly bonus equal to 1.25% (one percent and twenty five hundredths of percent) of the Net Deposits (as defined below) that shall be generated during such month. Such amount shall be calculated and payable on a monthly basis together with the Monthly Fee.

	The term “Net Deposits” means, with respect to each calendar month, the aggregate deposits that shall be made into the trading platform operated through the Internet websites EZTrader.com and GlobalOption.com and/or any other Internet websites that shall be operated by any subsidiary, affiliate and/or parent company of the Company (the “Trading Platform”) during such month, less all the withdrawals that shall be made from the Trading Platform during such month less transaction fees (such as processing fees and banking fees) and less charge-backs made during such month with respect to funds deposited into the Trading Platform.

5.	All other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Second Addendum through their duly authorized signatories as of the date set forth above.

Exhibit 10.6

PERSONAL EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into as of the 31 day of October 2013, by and between Win Global Markets Inc. (Israel) Ltd. of 6 Koifman St., Tel Aviv 68012, Israel (the “Company”), and Mr. Shimon Citron, Israeli I.D. number 53553459, of Ovadia 4A, Ramat Gan, Israel (the “Employee”). Each of the Company and the Employee may be referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, The Company wishes to employ the Employee and the Employee wishes to be employed by the Company, under to the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the respective agreements of the Parties contained herein, the Parties agree as follows:

1. Employment

1.1 The Company agrees to employ the Employee and the Employee agrees to be employed by the Company on the terms and conditions set out in this Agreement. The Employee shall serve in the position described in Exhibit A attached hereto. The Employee’s duties shall include, but shall not be limited to, the actions, responsibilities and authorities set forth in Exhibit A attached hereto.

1.2 The Employee shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons acting in the same position as the Employee. The Employee shall comply with the Company’s policies, procedures and directives, as may be updated from time to time. The Employee shall be subordinated and shall report to the Company’s board of directors.

1.3 Excluding periods of vacation and sick leave to which the Employee is entitled or required, the Employee agrees to devote his/her full working time and attention to the business and affairs of the Company and its subsidiaries. During the term of this Agreement, the Employee shall not engage, whether as an employee or otherwise, in any business, commercial or professional activities, whether or not for compensation, including during after work hours, on weekends, or during vacation time, without the prior written consent of the Company.

1.4 This Agreement is a personal agreement governing the employment relationship between the Parties hereto. This Agreement and the employment relationships hereunder shall not be subject to any general or special collective employment agreement relating to employees in any trade or position that is the same or similar to the Employee’s position, unless specifically provided herein.

1.5 Since the Employee’s position, duties and responsibilities hereunder are in the nature of management duties that demand a special degree of personal loyalty and/or in the nature which does not enable the Company to supervise the Employee’s work and rest hours, the provisions of the Law of Work Hours and Rest 5711 – 1951 shall not apply to the terms of Employee’s employment hereunder. Accordingly, the statutory limitations of such law shall not apply to this Agreement. The Employee shall not be entitled to additional compensation from the Company for working additional hours or working on rest days, as required by the Company.

2. Representations and Warranties of the Employee

The Employee represents and undertakes all of the following:

2.1 There are no other undertakings or agreements preventing him/her from committing himself/herself in accordance with this Agreement and performing his/her obligations under it.

2.2 To the best of the Employee’s knowledge, the Employee is not currently, nor will he/she by entering into this Agreement be deemed to be, violating any rights of his/her former employer and/or in breach of any of his/her obligations towards his/her former employer.

2.3 The Employee shall inform the Company, immediately upon becoming aware of, on every matter in which he/she or his/her immediate family has a personal interest and which might create a conflict of interests with his/her duties under the employment hereunder.

2.4 In carrying out the duties under this Agreement, the Employee shall not make any representations or give any guarantees on behalf of the Company, except as expressly and in advance authorized to do so.

2.5 The Employee acknowledges and agrees that from time to time he/she may be required by the Company to travel and stay abroad as part of his/her duties towards the Company.

2.6 The Employee shall not receive any payment and/or benefit from any third party, directly or indirectly in connection with his/her employment. In the event the Employee breaches this undertaking, without derogating from any of the Company’s right by law or contract, such benefit or payment shall become the sole property of the Company and the Company may set-off the value thereof from any sums due to the Employee.

2.7 The Employee undertakes to use the Company’s equipment and facilities only for the purpose of his/her employment. The Employee acknowledges and agrees that the Company is entitled to conduct inspections within the Company’s offices and on the Company’s computers, including inspections of electronic mail transmissions, Internet usage and inspections of their content, for the Company’s relevant needs. For the avoidance of any doubt, it is hereby clarified that all examination’s finding shall be the Company’s sole property. It is further agreed that the Employee’s e-mail box shall be “professional box” designated for use solely for his/her work and not for personal purposes. The Employee acknowledges that the Company may inspect such e-mail box and agrees that such inspection shall not be deemed a violation of the Employee’s privacy and/or other rights.

3. Salary

3.1 In consideration for the employment of the Employee with the Company, the Company shall pay the Employee a gross monthly salary as set forth in Exhibit A (the “Salary”). It is agreed that the Salary is comprised of a base compensation and of a global monthly payment payable for overtime working hours (the “Overtime Global Compensation”), as set forth in Exhibit A’. The Salary shall serve as the basis for deductions and contributions of social benefits to which Employee shall be entitled. The Salary shall be payable monthly in arrears, no later than the 9th day of each month. The Company shall deduct from the Salary all the deductions as required under the law. The Company shall be entitled to deduct from any and/or all payments to which the Employee shall be entitled from the Company, any and/or all amounts to which the Company shall be entitled from the Employee.

3.2 The Parties confirm that the Employee’s position may require overtime work and work at irregular hours. It is agreed that the Overtime Global Compensation shall be payable to the Employee on account of up to the number of overtime working hours as specified in Exhibit A (the “Overtime Quota”), and this regardless of the number of overtime hours actually worked. It is hereby agreed that the Overtime Global Compensation is the full and complete compensation to which the Employee is entitled and/or will be entitled for overtime work and/or work at irregular hours up to the Overtime Quota. The Employee shall not be permitted to work overtime beyond the Overtime Quota unless the direct superior of the Employee shall approve it in advance.

4. Employees Benefits

During the term of this Agreement, the Employee shall be entitled to the following benefits:

4.1 Vacation. The Employee shall be entitled to the number of vacation days per year as set forth in Exhibit A (the “Annual Vacation Quota”), to be taken at times subject to the approval of the Company. The Employee may not accrue vacation days in a number exceeding the number of vacation days included in the Annual Vacation Quota.

4.2 Sick Leave; Convalescence Pay. The Employee shall be entitled to paid sick leave, pursuant to the Sick Pay Law 5736 – 1976, in a number per year as set forth in Exhibit A (with unused sick leave days to be accumulated up to the limit set pursuant to applicable law). The Employee shall be entitled to Convalescence Pay (“Dmei Havra’a”) pursuant to applicable law.

4.3 Social Benefits.

a. Manager’s Insurance. Commencing as of the “Commencement Date” of the “Managers Insurance” set forth in Exhibit A, the Company shall insure the Employee under an accepted “Manager’s Insurance Scheme” (the “Managers Insurance Scheme”), as follows:

(i) the Company shall pay towards compensatory payments for the Employee’s benefit, an amount equal to 5% of the Salary. The Company shall deduct from the Salary an amount equal to 5% of the Salary and pay such amount, on behalf of the Employee, towards compensatory payments for the Employee’s benefit (and by signing this Agreement, the Employee gives his/her consent for such deduction);

(ii) the Company shall pay an amount equal to 81/3% of Salary for severance compensation; and

(iii) the Company shall pay towards disability insurance an amount equal to the lesser of the following alternatives: (1) 2.5% of the Salary, or (2) the sum which shall provide for a disability allowance equal to seventy five percent (75%) of the Salary.

On the date of this Agreement, the Company and the Employee are executing a Severance Pay Addendum pursuant to section 14 of the Severance Pay Law 5723 – 1963 in the form attached as Exhibit B to this Agreement.

b. Continuing Education Fund. Commencing as of the “Commencement Date” of the “Education Fund” set forth in Exhibit A, the Company shall contribute toward a continuing education fund (the “Education Fund”) a sum equal to 7.5% of the Salary, provided that the Employee contributes to such Continuing Education Fund an additional sum equal to 2.5% of the Salary. Use of the funds in the Education Fund shall be in accordance with its by-laws.

c. it is agreed that the Employee shall bear all the tax imposed under any applicable law with respect to any payment made toward the Managers Insurance Scheme and/or Education Fund which exceeds the maximum amount exempt from tax payment under applicable laws.

4.4 Options. The parent company of the Company, Win Global Markets, Inc. (the “Parent Company”), shall grant to the Employee options to purchase shares of the Parent Company (the “Options”), as shall be resolved by the board of the directors of the Parent Company.

4.5 Other Benefits. The Employee shall be entitled to additional benefits as and to the extent set forth in Exhibit A.

4.6 Expenses Reimbursement. The Company will reimburse the Employee for reasonable expenses borne by the Employee during the discharge of his/her duties hereunder, against valid invoices thereof furnished by the Employee to the Company, all in accordance with the Company’s policy as amended from time to time.

4.7 Any benefit provided by the Company to the Employee under this section 4 and under Exhibit A, shall not be considered as part of the Employee’s salary for purposes of calculating the Employee’s social and other benefits, such as severance payments, redemption of unused vacation days etc., and such social and other benefits shall be calculated only out of the Salary.

4.8 The Company shall withhold, or charge the Employee with, all taxes and other compulsory payments as required under applicable law with respect to all payments, benefits and/or other compensation paid to the Employee in connection with the Employee’s employment with the Company.

4.9 The Employee acknowledges that apart from the benefits provided for hereunder and in Exhibit A, the Employee shall not be entitled to any additional benefits and/or payments unless the Parties shall agree otherwise.

5. Term and Termination

5.1 This Agreement shall be in effect for an undefined period of time commencing on the date set forth in Exhibit A (the “Commencement Date”), and shall continue until it is terminated pursuant to the terms set forth herein (the “Term”).

5.2 Either Party may terminate the employment relationship hereunder at any time, without the obligation to provide any reason, by giving the other party a prior written notice as set forth in Exhibit A (the “Notice Period”). Notwithstanding the foregoing, the Company is entitled to terminate this Agreement with immediate effect upon a written notice to the Employee and to pay the Employee an amount equal to the Salary the Employee is entitled to receive under this Agreement that would have been paid to the Employee during the Notice Period, in lieu of such prior notice. In the event that the Employee shall terminate this Agreement with immediate effect or upon shorter notice than the Notice Period and/or shall not continue working during all the Notice Period, then: (i) the Employee shall not be entitled to receive the Salary and/or any other benefit for the part of the Notice Period during which the Employee did not work for the Company; and (ii) the Employee shall be obligated to pay the Company an amount equal to the Salary that would have been payable to the Employee by the Company for the part of the Notice Period during which the Employee did not work for the Company (and the Company may deduct such amount from any payment due to the Employee by the Company).

5.3 During the Notice Period and unless otherwise determined by the Company in a written notice to the Employee, the employment relationship hereunder shall remain in full force and effect, the Employee shall continue discharging and performing all of his/her duties and obligations with Company, and the Employee shall cooperate with the Company and assist the Company with the integration into the Company of the person who will assume the Employee’s responsibilities.

5.4 Notwithstanding, the Company may immediately terminate the employment relationship for Cause, without paying the Employee any payment with respect to the term commencing following such termination, and such termination shall be effective as of the time of notice of the same. “Cause” means (a) a material breach of this Agreement (including its Exhibits) by the Employee which has not been rectified within 7 days from a written notice by the Company; (b) the Employee’s engagement in willful misconduct or acting in bad faith with respect to the Company, (c) the Employee’s conviction of a felony involving moral turpitude; or (d) any cause justifying termination or dismissal in circumstances in which the Company can deny the Employee severance payment under applicable law.

5.5 Following the termination and/or expiration of the Term, the Employee shall return to the Company all documents, professional literature and equipment belonging to the Company, which may be in his/her possession at such time.

6. Proprietary Information; Assignment of Inventions and Non-Competition

6.1 On the date of this Agreement, the Employee executes the Non-Disclosure, Non-Competition and Proprietary Information Undertaking attached as Exhibit C hereto. Without derogating from the provisions of Exhibit C, the Employee undertakes to keep all the terms and conditions of this Agreement in strict confidence.

6.2 Due to the nature of the Company’s business in Binary Option Trading, the Employee may be exposed to sensitive and/or confidential financial materials. The Employee understands and undertakes that he/she will not wrongfully or illegally use, in any manner or form, any such financial information for personal gain, whether directly or indirectly or through any proxy or family member.

6.3 The Employee acknowledges that, due to the nature of the Company’s business in Binary Option Trading, the Company may require that the Employee shall undergo a polygraph test and/or security checks, as provided in Exhibit D hereto. The Employee agrees to undergo such polygraph test and/or security checks and agrees that any refusal to undergo these test/checks shall be considered as a material breach of the Agreement by the Employee.

7. Miscellaneous

8.1 Law and Venue. The validity, construction and performance of this Agreement shall be governed by and interpreted in accordance with the laws of the State of Israel, without giving effect to the principles of conflict of laws thereof. The competent courts of the city of Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction to settle all disputes arising in connection with this Agreement and no other courts shall have any jurisdiction whatsoever in respect of such disputes.

8.2 Counterparts and Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

8.3 Non-Waiver. The waiver, express or implied, by either Party hereto of any rights hereunder or of any failure to perform or of a breach hereof by the other Party hereto shall not constitute or be deemed a waiver of any other right hereunder or any other failure to perform or a breach hereof by the other Party hereto, whether of a similar or dissimilar nature.

8.4 Entire Agreement. This Agreement and the Exhibits attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreement, written or oral, including the terms of any negotiations in connection with or relating to this Agreement.

8.5 Modification of Agreement. No addition or modification of this Agreement shall be effective or binding on either of the Parties hereto unless reduced to writing and executed by the respective duly authorized representatives of each of the Parties hereto.

8.6 Notice. Any notices to be given hereunder shall be served on a Party by prepaid registered letter, facsimile or telegram to its address given herein or such other address as may from time to time be notified for this purpose. Any notice given by letter shall be deemed to have been served four days after the time at which it was posted and any notice given by facsimile or telegram shall be deemed to have been served 24 hours after it is dispatched.

8.7 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

8.8 Notice to Employee. For the purpose of delivering a notice with respect to the employment terms pursuant to the Law of Notice to Employee (Employment Terms), 5762 – 2002, this Agreement shall be considered as complying with the requirements under such Law.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

Win Global Markets Inc. (Israel) Ltd.		The Employee


By:	RON LUBASH

Title:	DIRECTOR

Exhibit A

To the Personal Employment Agreement by and between the Company and the Employee

1.	Name: Shimon Citron

2.	Position: Chief Executive Officer

3.	Commencement Date: October 1, 2013

4.	Scope of Employment: Full time position

5.	Salary: Base Compensation: NIS20,000 Overtime Global Payment: NIS10,000

	Number of overtime working hours (Overtime Quota) per month: 40

6.	Annual Vacation Per Year: 20 days.

7.	Sick Leave Per Year: Pursuant to applicable law.

8.	Managers Insurance: Immediately commencing as of the Commencement Date of the Agreement.

9.	Education Fund: Immediately commencing as of the Commencement Date of the Agreement.

10.	Travel Expenses: In accordance with the law.

12.	Notice Period: 90 days.

Exhibit B

Severance Pay Addendum

This Addendum (the “Addendum”) to the Employment Agreement (the “Employment Agreement”) dated October __, 2013, between Win Global Markets Inc. (Israel) Ltd. of 6 Koifman St., Tel Aviv 68012, Israel (the “Company”), and Mr. Shimon Citron, Israeli I.D. number _____, of _____, Israel (the “Employee”), is made as of the __ day of October 2013. Each of the Company and the Employee may be referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS the Parties entered into the Employment Agreement, and WHEREAS the Parties wish to adopt the general approval regarding employers’ payments to a pension fund and to insurance fund in lieu of severance pay, as provided below; NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Parties hereby agree as follows:

1. All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Employment Agreement.

2. The Employee agrees that the payments specified in section 4.3.a to the Employment Agreement shall be made in lieu of the severance pay due to the Employee from the Company under the Severance Pay Law, 1963, in respect of the salary from which the said payments were made and for the period they were paid, and are paid to him/her in accordance with “the general approval regarding employers’ payments to a pension fund and to insurance fund in lieu of severance pay” a copy of which is attached to this Addendum.

3. The Company hereby forfeits, in advance, any right it may have in the reimbursement of the sums paid by the Company for the Employee’s Managers Insurance and/or Pension Fund as provided in section 4.3.a to the Employment Agreement, unless the Employee’s right to severance pay has been denied in accordance with a ruling under sections 16 or 17 to the Severance Pay Law, 1963, and to the extent denied, or if the Employee has withdrawn sums (payments) from the pension fund or the managers insurance fund not by reason of an Entitling Event. For the purposes of this clause, an “Entitling Event” means death, disability or retirement at the age of sixty or above.

4. Where the stipulations and terms of this Addendum are in contradiction with the terms or stipulations of the Employment Agreement, the terms and stipulations of this Addendum will prevail.

5. Except as set forth in this Addendum, nothing herein shall be construed as amending or derogating from the terms and conditions of the Employment Agreement which will remain in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed as of the date hereof.

Win Global Markets Inc. (Israel) Ltd.		The Employee


By:	RON LUBASH

Title:	DIRECTOR

GENERAL APPROVAL REGARDING PAYMENTS BY EMPLOYERS TO A PENSION FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAY

By virtue of my power under section 14 of the Severance Pay Law, 1963 (hereinafter: the “Law”), I certify that payments made by an employer commencing from the date of the publication of this approval publication for his employee to a comprehensive pension benefit fund that is not an insurance fund within the meaning thereof in the Income Tax (Rules for the Approval and Conduct of Benefit Funds) Regulations, 1964 (hereinafter: the “Pension Fund”) or to managers insurance including the possibility of an insurance pension fund or a combination of payments to an annuity fund and to a non-annuity fund (hereinafter: the “Insurance Fund”), including payments made by him by a combination of payments to a Pension Fund and an Insurance Fund, whether or not the Insurance Fund has an annuity fund (hereinafter: the “Employer’s Payments”), shall be made in lieu of the severance pay due to the said employee in respect of the salary from which the said payments were made and for the period they were paid (hereinafter: the “Exempt Salary”), provided that all the following conditions are fulfilled:

(1) The Employer’s Payments -

(a) To the Pension Fund are not less than 141/3% of the Exempt Salary or 12% of the Exempt Salary if the employer pays for his employee in addition thereto also payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee’s name in an amount of 21/3% of the Exempt Salary. In the event the employer has not paid an addition to the said 12%, his payments shall be only in lieu of 72% of the employee’s severance pay;

(b) To the Insurance Fund are not less than one of the following:

(2) 131/3% of the Exempt Salary, if the employer pays for his employee in addition thereto also payments to secure monthly income in the event of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and Savings Department of the Ministry of Finance, in an amount required to secure at least 75% of the Exempt Salary or in an amount of 21/2% of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance”);

(3) 11% of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and in such case the Employer’s Payments shall only replace 72% of the Employee’s severance pay; In the event the employer has paid in addition to the foregoing payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee’s name in an amount of 21/3% of the Exempt Salary, the Employer’s Payments shall replace 100% of the employee’s severance pay.

(4) No later than three months from the commencement of the Employer’s Payments, a written agreement is executed between the employer and the employee in which -

(a) The employee has agreed to the arrangement pursuant to this approval in a text specifying the Employer’s Payments, the Pension Fund and Insurance Fund, as the case may be; the said agreement shall also include the text of this approval;

(b) The employer waives in advance any right, which it may have to a refund of monies from his payments, unless the employee’s right to severance pay has been revoked by a judgment by virtue of Section 16 and 17 of the Law, and to the extent so revoked and/or the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an entitling event; in such regard “Entitling Event” means death, disability or retirement at after the age of 60.

(5) This approval is not such as to derogate from the employee’s right to severance pay pursuant to any law, collective agreement, extension order or employment agreement, in respect of salary over and above the Exempt Salary.

Exhibit C

NON-DISCLOSURE, NON-COMPETITION AND PROPRIETARY INFORMATION UNDERTAKING

THIS NON-DISCLOSURE, NON-COMPETITION AND PROPRIETARY INFORMATION UNDERTAKING (the “Undertaking”) is entered into this _____ day of _____ by Mr. Shimon Citron of _______ (the “Employee”) effective as of the Commencement Date of the Employee’s employment (as set forth in his/her Employment Agreement to which this Undertaking is attached).

WHEREAS, the Employee and Win Global Markets Inc. (Israel) Ltd. are entering an Employment Agreement to which this Undertaking is attached (the “Employment Agreement”);

NOW, THEREFORE, the Employee represents, undertakes and warrants towards Win Global Markets Inc. (Israel) Ltd. and any subsidiary, affiliate and parent company thereof (referred to herein collectively as the “Company”) as follows:

1. Non - Disclosure

1.1 The Employee acknowledges that the Employee has had and is expected to have access to information that relates to the Company, its business, assets, financial condition, affairs, activities, plans and projections, customers, suppliers, partners, and other third parties with whom the Company agreed or agrees, from time to time, to hold information of such party in confidence (the “Confidential Information”). The Confidential Information shall not include information generally available to the public not as a result of a breach of this Undertaking by the Employee.

1.2 By way of illustration, such Confidential Information shall include, without limitation, (i) any and all trade secrets concerning the business and affairs of the Company, product specifications, data, know- how, compositions, processes, formulas, methods, designs, samples, inventions and ideas, past, current and planned development or experimental work, current and planned distribution methods and processes, customer lists, customers’ data, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, algorithms, compositions, improvements, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), of the Company and any other information, however documented of the Company that is a trade secret; (ii) any and all information concerning the business and affairs of the Company (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; (iii) any and all notes, analysis, compilations, studies, summaries, and other material prepared by or for the Company containing or based, in whole or in part, on any information included in the foregoing; (iv) any third parties’ information to be received by the Company or by the Employee during his/her employment with the Company; and (v) the terms and conditions of the Employment Agreement.

1.3 The Employee further recognizes and acknowledges that: (a) the employment by the Company and the access to Confidential Information creates a relationship of confidence and trust with respect to such Confidential Information; and (b) such Confidential Information is a valuable and unique asset of the Company’s business and affairs, and (c) its unauthorized use or disclosure would cause the Company substantial loss and damages. Accordingly, the Employee undertakes and agrees that he/she will keep in strict confidence and trust, shall safeguard, and shall not, in whole or in part, disclose such Confidential Information to any person or organization under any circumstances, and that he/she will not make use of any such Confidential Information for his/her own purposes or for the benefit of any other person or organization. The obligations set forth in this section are perpetual, and shall apply both during and after the termination of the Employment Agreement, for any reason.

1.4 Upon termination of his/her employment with the Company, the Employee will promptly deliver to the Company all documents and materials of any nature pertaining to his/her work with the Company.

2. Ownership of Property and Rights

2.1 The Employee confirms that all Confidential Information is, will be and shall remain the exclusive property of the Company. All business records, papers and documents however documented, kept or made by the Employee relating to the business and affairs of the Company (including documents prepared prior to the Company’s incorporation) (the “Proprietary Information”) shall be and remain the property of the Company. Upon termination of his/her employment with the Company, the Employee shall promptly deliver to the Company all Proprietary Information and, without limitation, all copies of materials relating to the business and affairs of the Company and not previously made available to the public, without retaining any copies thereof. The obligations set forth in this subsection shall survive the termination of the Employment Agreement.

2.2 The Employee will notify and disclose in writing to the Company, or any persons designated by the Company from time to time, all information, improvements, inventions, formulas, processes, techniques, know-how and data, whether or not patentable or registerable under copyright or any similar laws, made or conceived or reduced to practice or learned by the Employee, either alone or jointly with others, during the Employee’s employment with the Company which relate to the Company’s business, technology, products, know-how, intellectual property rights and/or Confidential Information (including after hours, on weekends or during vacation time) (all such information, improvements, inventions, formulae, processes, techniques, know-how and data are hereinafter referred to as the “Invention(s)”) immediately upon discovery, receipt or invention thereof as applicable.

2.3 Without derogating from any of the provisions of this Undertaking, the Employee agrees that all the Inventions are, upon creation, considered Inventions of the Company, shall be the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all patents, copyrights, trade secret and all other rights of any kind or nature, including Moral Rights (as defined below), in connection with such Inventions. The Employee hereby irrevocably and unconditionally assigns to the Company all the following with respect to any and all Inventions: (i) patents, patent applications, and patent rights, including any and all continuations or extensions thereof; (ii) rights associated with works of authorship, including copyrights and copyright applications, Moral Rights (as defined below) and mask work rights; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any other proprietary rights relating to intangible property including trademarks, service marks and applications therefore, trade names and packaging and all goodwill associated with the same; and (vi) all rights to sue for any infringement of any of the foregoing rights and the right to all income, royalties, damages and payments with respect to any of the foregoing rights. The Employee also hereby forever waives and agrees never to assert any and all Moral Rights (as defined below) the Employee may have in or with respect to any Inventions, even after termination of employment on behalf of the Company. “Moral Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty.

2.4 The Employee further agrees to perform, during and after his/her employment with the Company, all acts deemed reasonably necessary or desirable by the Company to permit and assist it, at the Company’s expense, in obtaining, maintaining, defending and enforcing the Inventions in any and all countries. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. The Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as the Employee’s agents and attorneys-in-fact to act for and on the Employee’s behalf and instead of the Employee, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by the Employee.

2.5 The Employee shall not be entitled, with respect to all of the above, to any monetary consideration or any other consideration except as explicitly set forth in the Employment Agreement. Without limitation of the foregoing, the Employee irrevocably confirms that the consideration explicitly set forth in the Employment Agreement is in lieu of any rights for compensation that may arise in connection with the Inventions under applicable law and waives any right to claim royalties or other consideration with respect to any Invention, including under Section 134 of the Israeli Patent Law - 1967. With respect to all of the above any, oral understanding, communication or agreement not memorialized in writing and duly signed by the Company shall be void.

3. No Competition and Non-Solicitation

3.1 The Employee acknowledges that in light of the Employee’s position with the Company and in view of the Employee’s exposure to, and involvement in, the Company’s sensitive and valuable proprietary information, property (including, intellectual property) and technologies, as well as its goodwill and business plans (the “Company’s Major Assets”), the provisions of this Section 3 are reasonable and necessary to legitimately protect the Company’s Major Assets, and are being undertaken by the Employee as a condition to the employment of the Employee by the Company.

3.2 The Employee confirms that the Employee has carefully reviewed the provisions of this Section 3, fully understands the consequences thereof and has assessed the respective advantages and disadvantages to the Employee of entering into this Undertaking and, specifically, Section 3 hereof. In light of the above provisions, the Employee undertakes that during the term of his/her employment with the Company and for a period of twelve (12) months thereafter:

3.2.1 The Employee shall not engage, establish, open or in any manner whatsoever become involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which is reasonably likely to involve or require the use of any of the Company’s Major Assets. The Employee confirms that engagement, establishment, opening or involvement, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, in any business, occupation, work or any other activity which competes directly with the business of the Company as conducted during the term of his/her employment or contemplated, during such term, to be conducted, is likely to require the use of all or a portion of the Company’s Major Assets.

3.2.2 The Employee shall not, directly or indirectly, solicit, hire or retain as an employee, consultant or otherwise, any employee or consultant of the Company or induce or attempt to induce any such employee or consultant to terminate or reduce the scope of his/her employment and/or engagement with the Company.

3.3 The Employee further undertakes that, for so long as the Employee is employed by the Company and continuing for twelve (12) months after the termination or expiration of such employment, the Employee shall not, directly or indirectly, solicit, endeavor to entice away from the Company or otherwise interfere with the relationship of the Company with any person or organization who is, or was within the preceding two (2) years, a customer or a supplier of the Company.

4. General

4.1 The Employee represents that the performance of all the terms of this Undertaking and the Employee’s duties as an employee of the Company does not and will not breach any invention assignment, proprietary information, non-compete, confidentiality or similar agreements with, or rules, regulations or policies of, any former employer or other party (including, without limitation, any academic institution or any entity related thereto). The Employee acknowledges that the Company is relying upon the truthfulness and accuracy of such representations in employing the Employee.

4.2 The Employee acknowledges that the provisions of this Undertaking serve as an integral part of the terms of the Employee’s employment and reflect the reasonable requirements of the Company in order to protect its legitimate interests with respect to the subject matter hereof.

4.3 The Employee recognizes and acknowledges that in the event of a breach or threatened breach of this Undertaking by the Employee, the Company may suffer irreparable harm or damage and will, therefore, be entitled to injunctive relief to enforce this Undertaking (without limitation to any other remedy at law or in equity).

4.4 This Undertaking is governed by and construed in accordance with the laws of the State of Israel, without giving effect to its laws pertaining to conflict of laws. The Employee agrees that any and all disputes in connection with this Undertaking shall be submitted to the exclusive jurisdiction of the competent courts located in the city of Tel-Aviv-Jaffa, Israel.

4.5 If any provision of this Undertaking is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Undertaking only with respect to such jurisdiction in which such clause or provision cannot be enforced, and the remainder of this Undertaking shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Undertaking. In addition, if any particular provision contained in this Undertaking shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing the scope of such provision so that the provision is enforceable to the fullest extent compatible with applicable law.

4.6 The provisions of this Undertaking shall continue and remain in full force and effect following the termination or expiration of the employment relationship between the Company and the Employee, for whatever reason. This Undertaking shall not serve in any manner so as to derogate from any of the Employee’s obligations and liabilities under any applicable law.

4.7 This Undertaking constitutes the entire agreement between the Employee and the Company with respect to the subject matter hereof. No amendment of or waiver of, or modification of any obligation under this Undertaking will be enforceable unless set forth in a writing signed by the Company. No delay or failure to require performance of any provision of this Undertaking shall constitute a waiver of that provision as to that or any other instance. No waiver granted under this Undertaking as to any one provision herein shall constitute a subsequent waiver of such provision or of any other provision herein, nor shall it constitute the waiver of any performance other than the actual performance specifically waived.

4.8 This Undertaking, the rights of the Company hereunder, and the obligations of the Employee hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. The Company may assign any of its rights under this Undertaking. The Employee may not assign, whether voluntarily or by operation of law, any of its obligations under this Undertaking, except with the prior written consent of the Company.

IN WITNESS WHEREOF, the undersigned, has executed this Undertaking as of the date first mentioned above.

Printed Name: Shimon Citron

Signature:

Exhibit D

Employee Consent to Polygraph - Test and Security Checks

Date: ____________

WHEREAS, Win Global Markets Inc. (Israel) Ltd. (the “Company”) is in the industry of Binary Option Trading; and

WHEREAS, as a matter of a routine, the employees of the Company work with or come across sensitive information regarding clients’ financials; and

WHEREAS, the Company works in a highly regulated environment that requires it to protect its clients; and

WHEREAS, the Company needs, from time to time, to administer polygraph tests and/or other security checks to its employees, on a need-to-know basis.

Now, Therefore, I, _____________________, understand the preambles section above-written and the Company’s need to administer polygraph tests and/or other security checks from time to time. Accordingly, I hereby voluntarily give my consent to a polygraph (lie detector) test and/or other security checks to be administered if and when the Company decides to do so, in the Company’s sole discretion.

I declare that I have not been coerced in any manner whatsoever to submit to this test/check or to sign this consent form and I understand that I have a legal right to refuse to submit to this test/check as a condition of new or continued employment.


Employee

Witness

21-11-2013

Mr. Shimon Citron

Dear Sirs,

Repayment of Loan

Win Global Markets Inc. (Israel) Ltd. (the “Company”), hereby confirms, approves and acknowledges, as follows:

1.	During 2012, Mr. Shimon Citron (the “Lender”) has lent funds to the Company (the “Loan”). Since the Loan has been provided to the Company while the Company has been in severe financial condition, the Company has agreed to pay the Lender an annual interest of 12% (twelve percent) with respect to the Loan.

2.	As of June 30, 2013, the sum of the Loan together with the accrued interest amount to US$160,420 (One Hundred and Sixty Thousand Four Hundred Twenty United States Dollars). Since the Loan shall be repaid in installments until December 2013 as provided below, the aggregate sum of the Loan and the accrued interest shall amount to US$171,634 (One Hundred and Seventy One Thousand Six Hundred Thirty Four United States Dollars).

3.	In addition, the Company owes Citron Investments Ltd. management fee in the amount of US$11,818 (Eleven Thousand Eight Hundred and Eighteen United States Dollars). The Company shall pay Citron Investments Ltd. such amount by December 2013.

4.	The Company undertakes to repay the Loan to the Lender in 6 (six) installments, as follows:

	4.1	On July 2013, the Company shall repay to the Lender the amount of US$40,000 (Forty Thousand United States Dollars);

	4.2	On August 2013, the Company shall repay to the Lender the amount of US$40,000 (Forty Thousand United States Dollars);

	4.3	On September 2013, the Company shall repay to the Lender the amount of US$25,000 (Twenty Five Thousand United States Dollars);

	4.4	On October 2013, the Company shall repay to the Lender the amount of US$25,000 (Twenty Five Thousand United States Dollars);

	4.5	On November 2013, the Company shall repay to the Lender the amount of US$25,000 (Twenty Five Thousand United States Dollars);

	4.6	On December 2013, the Company shall repay to the Lender the amount of US$16,634 (Sixteen Thousand Six Hundred Thirty Four United States Dollars).

In witness hereof, the Company has executed this letter as of the date first written above.


Win Global Markets Inc. (Israel) Ltd.

Acknowledgment

I hereby acknowledge and agree to the foregoing.


Shimon Citron

________, 2013

Mr. Shimon Citron

Dear Sirs,

Repayment of Loan

Win Global Markets Inc. (the “Company”), hereby confirms, approves and acknowledges, as follows:

1.	During 2012, Mr. Shimon Citron (the “Lender”) has lent funds to the Company (the “Loan”).

2.	As of June 30, 2013, the aggregate amount owed to the Lender by the Company on account of the Loan is US$180,000 (One Hundred and Eighty Thousand United States Dollars).

3.	The Company undertakes to repay the Loan to the Lender in 6 (six) installments, as follows:

	3.1	On July, 2013, the Company shall repay to the Lender the amount of US$40,000 (Forty Thousand United States Dollars);

	3.2	On August, 2013, the Company shall repay to the Lender the amount of US$40,000 (Thirty Thousand United States Dollars);

	3.3	On September, 2013, the Company shall repay to the Lender the amount of US$25,000 (Thirty Thousand United States Dollars);

	3.4	On October, 2013, the Company shall repay to the Lender the amount of US$25,000 (Thirty Thousand United States Dollars);

	3.5	On November, 2013, the Company shall repay to the Lender the amount of US$25,000 (Thirty Thousand United States Dollars);

	3.6	On December, 2013, the Company shall repay to the Lender the amount of US$25,000 (Twenty Thousand United States Dollars).

In witness hereof, the Company has executed this letter as of the date first written above.


Win Global Markets Inc.

Acknowledgment

I hereby acknowledge and agree to the foregoing.


Shimon Citron

ADDENDUM


1.	All capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement.

2.	The parties agree that, notwithstanding section 2.1 to the Agreement, effective as of January 1, 2013 (the “Effective Date”), the Monthly Fee shall be raised to Twenty Thousand United States Dollars (US$20,000).

3.	The parties also agree that effective as of the Effective Date, the Company shall reimburse the Consultant for: (i) car expenses in the amount of Four Thousand New Israeli Shekels (NIS4,000) per month; and (ii) communication expenses (i.e., expenses associated with the use of mobile phone and internet line).

4.	The parties acknowledge that as of June 30, 2013, the Company owes the Consultant: (i) the amount of Twenty Thousand United States Dollars (US$20,000) on account of the Monthly Fee; and (ii) Fifteen Thousand United States Dollars (US$15,000) on account of expenses reimbursement (NIS24,000 on account of Car expenses plus NIS29,500 on account of communication expenses). The Company undertakes to pay the Consultant such amounts (US$35,000) within sixty (60) days from the date of this Second Addendum.

5.	All other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Second Addendum through their duly authorized signatories as of the date set forth above.

Exhibit 10.8

Draft – 6 May 13

FINANCE AGREEMENT

Dated May 12, 2013

By and between the Borrower, and the Lender (as defined herein)


1.	Type of Finance	Senior term loan (“Loan”): The entire outstanding balance of the Loan (principal and interest) shall be paid by Borrower to the Lender upon Maturity.

2.	Loan Amount	360,000 NIS.

3.	Currency	New Israeli Shekel (“NIS”).

4.	Borrower	Win Global Markets Inc., a corporation incorporated under the laws of the State of Nevada. And/ or Win Global Markets Inc (Israel) Ltd

11.	Lender	Activa Red Green Ltd__a company registered under the laws of Israel.____________ (“Lender”).

6.	Seniority	Borrower’s undertakings with respect to the Loan shall rank superior to, and precede, any monetary or other undertaking of Borrower to any person and/or entity, other than Borrower’s undertakings pursuant to and/or with respect the loans extended to the Borrower pursuant to those certain Finance Agreements dated 16 August 2012 (as amended) and January 27th, 2013 (as amended) (the “Previous Loans”); all Loans and Previous Loans shall rank pari passu and pro rata among themselves, provided that all Previous Loans other than the Previous Loan extended by Mr. Carmelo Digrandi shall be subordinated in priority and payment to such loan extended Mr. Carmelo Digrandi; Subject to applicable law: (i) the proceeds of the next equity funding round of WGM (if and when completed), and (ii) WGM’s positive cash flow, shall first be applied to the repayment of the Loan and Previous Loans.

7.	Maturity Date	May 11th, 2014.

8.	Repayment	The outstanding balance of the Loan (principal) shall become due and payable by Borrower to Lender upon the Maturity Date save where a mandatory prepayment obligation applies pursuant to Paragraph “Events of Default” herein.
		Interest payments pursuant to Section 10 herein shall become due and payable upon each Interest Date (as defined herein) (herein, “Interest Coupons”); Interest Coupons shall be payable pursuant to Annex Interest hereto. It is agreed that in order to facilitate the timely repayment of the Loan and the Interest Coupons, concurrently with the execution of this Agreement, Borrower shall provide Lender with twelve (12) checks in the amount of 6,000 NIS plus VAT each, drawn for the 1lth day of each month commencing as of the date hereof. In addition, the Borrower shall provide Lender with an additional check in the amount of the Loan Amount drawn for the Maturity Date. In case of conversion of the Loan by Lender pursuant to Section 14 herein andor Prepayment by the Borrower pursuant to Section 11 herein, all unpaid checks provided to the Lender pursuant to this Section 8 above shall be returned immediately to the Borrower as a precondition for such conversion.


9.	Closing	The Closing shall be held on May 11th, 2013, through a delivery by Lender, to Borrower, of proof of transfer of readily available funds at an amount equal to Lender’s Loan amount to the Borrower’s bank account.

10.	Interest	The outstanding unpaid balance of the Loan (principal and interest) shall incur interest at a rate of 20% (twenty percent) per annum, compounded monthly, with respect of each calendar month on the first (1st) day of the following calendar month (an “Interest Date”); in case where full or partial repayment occurs other than on an Interest Date, Interest shall be incurred and compounded upon such actual repayment pro rata to the period commencing upon the first day of the relevant calendar month and terminating upon the actual date of such payment.

11.	Penalty Interest	Any amount due to be paid pursuant to this Agreement, which amount shall have not been paid, in whole or part upon the payment date set forth herein, shall incur a penalty interest at a rate of Interest plus 4% per annum.

12. Covenants		Borrower undertakes that until the final and full discharge of all its obligations to the Lender pursuant to herein and hereunder: (i) Lender shall have, at reasonable times and upon reasonable prior notice, full access to all books and records of Borrower and any subsidiary thereof and shall be entitled to inspect the properties of each of them and consult with management of each of them; (ii) the proceeds of the Loan shall be used only in order to finance the Borrower’s ongoing activities pursuant to the Borrower’s business plan and budget as approved by the Borrower’s board of directors from time to time. It is further acknowledged that the proceeds of the Loan shall not be used for the repayment of the Previous Loans extended by JKM Management Ltd. andor Mr. Shimon Citron; (iii) no pledge, lien, mortgage, encumbrance, servitude andor any other third party right of any kind, of any rank, and in any manner whatsoever shall be imposed on any of the rights and/or assets of the Borrower without the prior written approval of Lender (“Approval’’); (iv) Borrower shall not sell, pledge, convey, hypothecate or grant any right in and/or with respect to any material assets or rights thereof without an Approval other than in Borrower’s ordinary course of business as conducted as of the date hereof or as contemplated to be conducted (“Ordinary Course”); (v) Borrower’s books of accounts will be adequately and consistently managed and maintained pursuant to applicable GAAP; (vi) without an Approval, Borrower shall not extend any loans to any of its existing shareholders and shall not repay any loans currently extended by any of them, if any, andor future loans extended to or by any of them, to the extent such loans shall be extended; (vii) other than as applicable pursuant to agreement(s) entered into prior to the date of the Closing, or as Approved, no salary, management fee, consultation fee andor other similar payment shall be paid to any of the existing shareholders; (viii) Borrower shall immediately notify Lender of any attachment, lien, confiscation, foreclosure or any other similar measure (including without limitation a request for the nomination of a receiver) that shall be imposed andor taken with respect to the assets or rights of Borrower or any subsidiary thereof, or any part of them, and shall immediately and at its own expense take any andall actions required for the removal, dismissal, as applicable, of any of the aforementioned; (ix) Borrower shall immediately notify Lender of any claim, demand, legal procedure, legal proceeding andor cause of action against the Borrower or any subsidiary thereof; it is further acknowledged that the aforesaid in this Paragraph shall also apply to all direct and indirect subsidiaries of Borrower; (x) without an Approval, the Borrower shall neither consummate nor undertake or agree to consummate and/or to perform any transaction the direct or indirect result of which shall be the closing of an equity or debt finance to Borrower ; (xi) without an Approval, Borrower shall not receive any loan and/or credit facility from any person or entity; (xii) without an Approval, Borrower shall not assume any liability, other than in the Ordinary Course.


		Borrower further undertakes to Lender, that it shall comply with all the provisions of this Agreement and all Annexes or other ancillary documents thereof in a precise, full and timely manner.

13. Events of Default		All undertakings due or which may become due to Lender in accordance with the provisions of this Agreement, shall become immediately due and payable and, unless otherwise specifically stated herein, without presentment, demand or notice of any kind all of which are hereby waived, upon the occurrence of any one of the events described below or, to the extent any of the following provisions includes a grace period or a cure period, at the end of such grace period or cure period (each, an “Event of Default”): (a) The Borrower or any subsidiary thereof shall: (I) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, assets or rights, (2) be unable, or admit in writing as to its inability, to pay its debts generally as they mature, (3) make a general assignment for the benefit of all or any of its creditors, (4) commence any liquidation or dissolution process, (5) become insolvent (as such term may be defined or interpreted under any applicable law), (6) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar laws now or hereafter in effect or consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or any other proceedings commenced against it, (7) cease or terminate all or a substantial part of its business (except for cessation or termination which shall be Approved); or (8) take any action for the purpose of affecting any of the foregoing; (b) proceedings for the appointment of a receiver, trustee, liquidator, manager with respect to any proposed or actual arrangement with any creditors, or custodian or any other similar official of the Borrower or any subsidiary thereof or of all or a substantial part of the property or rights of any of them, the service of process seeking to attach, by trustee or similar process, any assets or rights of any of them, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to any of them or the debts thereof under any bankruptcy, insolvency or other similar Law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed within five (5) days of commencement; (c) Borrower or any subsidiary thereof shall fail to perform, violate or breach any of the terms, covenants, obligations or agreements contained in this Agreement, or any ancillary document related thereto, including, without limitation, failure to pay when due any principal, interest or other payment required under the terms of this Agreement on the date due, and does not cure such failure, violation or breach within three (3) days from the date on which the Lender has given a written notice of such failure, violation or breach; (d) any representation or warranty made or furnished now or later to Lender by Borrower or any subsidiary thereof herein or otherwise in connection with this Agreement, is false, incorrect, or misleading in any material respect when made or furnished; (e) any default or event of default shall occur under any indebtedness for borrowed money Borrower or any subsidiary thereof, or under the terms applicable to any other monetary obligation of any of them, and such default or event of default shall consist of the failure to pay such indebtedness or obligation at the maturity thereof (subject to any applicable grace period) or shall have continued unremedied for a period of time sufficient to permit acceleration of the maturity of such indebtedness or obligation; (f) (1) all or substantially all of the assets or rights of the Borrower or any subsidiary thereof is attached, seized, levied on, or comes into possession of a trustee or receiver; (2) Borrower or any subsidiary thereof is enjoined, restrained, or prevented by court order from conducting a material part of its business as now conducted or as contemplated to be conducted; or (3) a notice of lien, levy, or assessment is filed against Borrower’s or any subsidiary thereof assets or rights by any person or entity; or (4) a lawsuit, claim, demand or order for the payment of money in excess of 100,000 USD shall be filed or rendered against or received by Borrower or any subsidiary thereof and the same shall remain in force for a period of 14 days thereafter; (g) Lenders representing a majority of the outstanding balance of all Loans and Previous Loans resolve, in writing, in their reasonable discretion, that any event or condition shall exist that has had or could be reasonably expected to have a Material Adverse Effect (“Material Adverse Effect” shall mean a material adverse effect on (i) the business, assets, operations, prospects or financial or other condition of Borrower or any subsidiary thereof andor of an affiliate of any of them; (ii) the ability of any of the foregoing to pay and to perform their obligations in accordance with the terms of this Agreement and to avoid an Event of Default (as herein defined); or (iii) the rights and remedies of Lender under this Agreement, or any related document, instrument or agreement.).


		Upon any undertaking becoming due and payable as a result of any Event of Default as aforesaid. Borrower will forthwith pay Lender all undertakings due to Lender under this Agreement. Neither any course of dealing on the part of Lender nor any delay or failure on the part of Lender to exercise any right shall operate as a waiver of such right or otherwise prejudice Lender’s rights, powers and remedies; The Borrower hereby irrevocably and unconditionally appoints Lender (and acting pursuant to the election of Lender’s representing the majority of the outstanding balance of all Loans and Previous Loans) as its lawful attorney-in-fact, exercisable and to be effective upon the occurrence and during the continuance of any Event of Default, to: (i) endorse its name on any checks or other forms of payment or security; (ii) settle and adjust disputes and claims about the rights and/or assets of the Borrower directly with any third party, for amounts and on terms Lender determines reasonable; (iii) make, settle, and adjust all claims under any insurance policies of Borrower, as applicable.

14. Conversion		Lender shall be entitled, not later than the earlier of: (i) the full repayment of the Loan (principle and interest), and (ii) the Maturity Date, by delivering a written notice to the Company, to convert the outstanding balance of the Loan to equity on an outstanding S/ equity S basis (based on a fixed USDN1S exchange rate of I USD/3.6 NIS); provided, however, that if such conversion shall result in the issuance or transfer by the Borrower or any subsidiary thereof, in one transaction or a series of transactions, of any shares of the Borrower or any subsidiary thereof that have an aggregate market value equal to 5% or more of the aggregate market value of all the outstanding voting shares of the Borrower to Lender or any affiliate or associate of Lender, then such conversion shall require the prior approval of the Company’s stockholders in accordance with applicable law.

		Each US Dollar of the outstanding Loan Amount (principle and interest) may be converted into shares of the Company based on the lower between: (i) 0.1 US$ per share with one (1) additional warrant to purchase one (1) share for 0.1 US$ per ten (10) shares purchased, and (ii) the price per share represented by the Company’s next equity finance round.

15.	Prepayment	Following the lapse of four (4) months following the date of this Agreement, the Borrower may elect to pre-pay the outstanding unpaid balance of the Loan (principal and interest) in whole or part, by delivering a fifteen (15) days prior written notice to the Lender to this effect, and in such case Borrower shall not be required to make any make-whole payments to Lender.

16.	Confirmations	Each of the Parties hereby confirms to each other Party that: (i) it has the requisite corporate power and authority to enter into this Agreement, (ii) its board of directors has taken all actions required by any law to duly and validly authorize and approve the execution and performance by such Party of this Agreement, (iii) no other corporate proceedings on the part of such Party are, or will be, necessary under any law, to authorize this Agreement, (iv) neither the execution nor the performance by such Party of this Agreement (a) contravenes or conflicts with such Party’s memorandum of association or articles of association or any other governance document, or (b) contravenes or conflicts with or constitutes a violation of any provision of any law binding upon or applicable to such Party, (v) no agreement to which such Party is a party prohibits or imposes any constraints on such Party’s power to execute or perform this Agreement or on such Party’s power to become bound by the terms and provisions of this Agreement, and (vi) this Agreement has been duly and validly executed by such Party and assuming the due authorization, execution and delivery by the other Parties, constitutes the legal, valid and binding obligations of the Parties, enforceable against each of them in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and rules of law governing specific performance, injunctive relief or other equitable remedies.

17. Confidentiality		Subject to any applicable law, each Party undertakes to keep in strict confidence any Confidential Information disclosed to any such Party during the negotiations, the delivery or the performance of this Agreement; “Confidential Information”, herein: any information that relates to any of the Parties and/or to their businesses: (a) which as of the date hereof is not publicly known, and (b) (i) has not become publicly known after the date hereof, or (ii) has become publicly known as a consequence of any breach by any Party of this Agreement; The undertakings of each Party pursuant to this Paragraph shall: (i) survive the termination, in whole or part, of this Agreement, until the third (3rd) anniversary of such termination, (ii) be effective in case this Agreement, in whole or part, is declared null and void for any reason whatsoever.


18.	Miscellaneous	The provisions of this Agreement may not be amended or restated other than pursuant to the written prior consent of all Parties: Each Party shall bear its own expenses, costs and taxes with respect to the negotiation, execution, deliver or performance of this Agreement: This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument; The laws of the State of Israel (without reference to its principles of conflicts of law) exclusively govern the construction, interpretation and other matters arising out of or in connection with this Agreement; Any dispute between the Parties or any of them with respect to the construction, interpretation and other matters arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Tel Aviv-Jaffa, Israel, and each Party hereby waives any contention with respect to the jurisdiction of such courts, including without limitation a contention that such courts constitute an inconvenient forum; Unless explicitly indicated herein, nothing herein shall be construed as amending, restating or otherwise changing the terms of any other agreement or other instrument that was entered into by and among the Parties andor any of them; WGM hereby irrevocably appoints Mr. Guy Elhanani, only with respect to any matter under this Agreement and/or relating thereto, as an agent for service of court documents in the State of Israel, pursuant to Regulation 478 of the Israeli Civil Procedure Regulations 1984 and/or any other regulation, statute or law replacing, amending and/or restating the same; Each Party giving any notice required or permitted under this Agreement will give the notice in writing, and use one of the following methods of delivery to the Party to be notified, at the address set forth below or another address of which the sending Party has been notified in accordance with this Section: (a) personal delivery; (b) facsimile or telecopy transmission with a reasonable method of confirming transmission; (c) commercial overnight courier with a reasonable method of confirming delivery; or (d)pre-paid, certified or registered mail, return receipt requested. Notice to a Party is effective for purposes of this Agreement only if given as provided pursuant to this Section and if the intended addressee has actually received the notice or if by personal delivery or facsimile, within the same date, and if by registered mail, within 48 hours from delivery - (x) Notices to Borrower shall be delivered to 92 Vandam St., New York, NY 10012, USA or to Mr. Guy Elhanani (y) Notices to Lender - 12 Kaplan St. Tel Aviv

IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE EXECUTED BY THEIR DULY AITHORIZED SIGNATORIES ON THE DATE FIRST ABOVE MENTIONED –



Win Global Markets Inc.				[Activa Red Green Ltd]





By: Shimon Citron		By:

Title: Director		Title:

Guarantee and Undertaking

The undersigned hereby undertakes to guarantee the full and timely payment of any and all amounts due to the Lender pursuant to the above Agreement.

Win Global Markets Inc (Israel) Ltd.

By:

Confirmation

Each of the undersigned, severally, confirms its agreement with the above Agreement

Carmelo Digrandi

JKM Management Ltd.

By:

Shimon Citron

Exhibit 10.9

CONVERTIBLE LOAN AGREEMENT

THIS CONVERTIBLE LOAN AGREEMENT is entered into as of the 29 day of October, 2013 by and between Win Global Markets Inc. a company formed under the laws of Nevada (the “Company” or the “Borrower”), and ________ a company organized under the laws of ____ (the “Lender”).

(Each of Borrower and Lender shall be also referred to herein as a “Party”, and collectively, the “Parties”);

WHEREAS, at the request of the Borrower, the Lender has agreed to make available to the Borrower, and the Borrower desires to receive from the Lender, a loan convertible into shares of the Borrower, subject to and in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, the parties hereby agree as follows:

1.	Definitions and Interpretation

1.1.

The preamble to this Agreement forms an integral and a binding part of this Agreement.

1.2.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

1.3.

In addition to the terms defined elsewhere in this, for all purposes of this Agreement the following terms shall have the meanings given to them in this Section ‎1.3:

1.3.1.

“Agreement” means this Agreement, including all annexes, exhibits, appendices and schedules hereto as the same may hereafter be amended, modified or supplemented from time to time.

1.3.2.

"Conversion Date" each of the dates falling upon: (1) the lapse of six (6) months as of the Closing, and (2) the lapse of one (1) year as of the Closing.

1.3.3.

“Conversion Unit” ________ ordinary shares of the Company, and a Warrant in the form attached as Annex 1.3.3 exercisable into 129,948 ordinary shares of the Company each at a strike price of 0.19078 US$ .

1.3.4.

“Default” means an Event of Default or an event or circumstance which would be, with the expiry of a grace period, the giving of notice or the making of any determination under the Transaction Documents or any combination of them, an Event of Default.

1.3.5.

“Event of Default” means an event or circumstance specified as such in Section 6 (Default) provided that in each case an Event of Default shall occur only after the lapse of any applicable cure period as set forth in Section ‎6 (Default) (if any) and the Default is continuing.

1.3.6.

“Fully Diluted Basis” means all issued and outstanding shares of the Company, all issued and outstanding securities convertible into or exchangeable for shares or share capital of the Company, all securities reserved for issuance under any share purchase or share option plan adopted by the Company, in each case assuming the exercise or conversion thereof, as applicable.

1.3.7.

“Governmental Authority” means any governmental, legislative, regulatory or administrative body, agency or authority, any court of judicial authority, any arbitrator or any public, regulatory authority, whether international, national, state, municipal or local.

1.3.8.

"Transaction Documents” means: (a) this Agreement; (b) and any other agreement or document executed pursuant to any of the above or in connection with any of the foregoing which is designated in writing by the Lender and the Borrower as a “Transaction Document”;

1.4.

Euros shall be converted into US$, for any purpose of this Agreement, pursuant to the following EUR/USD rate: 1.3773.

1.5.

A Default is “continuing” if it has not been remedied or waived. An Event of Default is "remedied" only if: (i) the Borrower has notified the Lender of the existence of the relevant Default; (ii) the Default is of a type that is reasonably capable of remedy,; and (iii) prior to the Lender delivering a Conversion Notice or otherwise notifying the Borrower that it has exercised or will exercise any of its rights or remedies under the Transaction Documents (including but not limited to its right to accelerate the Loan Amount), the Lender confirms to the Borrower that the Event of Default has been cured to the Lender’s reasonable satisfaction.

1.6.

A “law” includes any statute, law, regulation, treaty, rule, official directive or guideline of any Governmental Authority, or any interpretation of any of the foregoing by any Governmental Authority.

1.7.

An action taken by or on behalf of the Company shall be deemed to have been taken in the “ordinary course of business” where: (i) such action is recurring in nature, is consistent with the Company’s past practices and is taken in the ordinary course of the Company’s normal day-to-day operations; and (ii) such action does not require, under applicable law, the Transaction Documents and/or any Contract that applies to the Company, any other separate or special authorization of any nature, including authorization by the Company’s shareholders or other body or organ exercising oversight or supervision either by law or otherwise.

2.	Financing Terms

2.1.

Grant of Loan

2.1.1.

Subject to the conditions hereof and within __ business days following the day of execution hereof (the “ Closing”), the Lender, shall, grant the Company a loan in the principal amount of ________ Euro (the "Loan" or “ Loan Amount”);

2.1.2.

The Loan shall be transferred to the Borrower by bank transfer to a bank account the details of which shall be provided to the Lender at the Closing.

2.2.

Purpose. The Loan Amount shall be made available to the Company for the purpose of investing the entire Loan Amount in WGM Services Ltd. (the "Cypriot Entity"), a company incorporated under the laws of Cyprus. Therefore, the Company hereby instructs the Lender to transfer the Loan Amount direct to the Cypriot Entity to a bank account of which details shall be provided to Lender by Company in writing.

2.3.

Interest. The Loan Amount shall bear interest at an annual rate of 10% (ten percent) (calculated on the basis of the actual number of days elapsed and a 360 (three hundred and sixty) day year).

2.4.

Repayment. The Company shall repay the Loan Amount and the Interest, in one lump sum, on the day falling upon the lapse of one (1) year as of the Closing (the “Repayment Date”) ; notwithstanding the aforesaid, the Lender is entitled to require that the Loan shall be repaid upon the lapse of six (6) months as of the Closing, be delivering a written notice to the Company at least 21 days prior to such date, and in such case the Company shall repay the Loan (principal and Interest accrued until such date) on such earlier date.

2.5.

Payments. All payments to be made by the Company to the Lender, including any repayment, prepayment, payment of interest, fees and all other amounts required to be paid to the Lender under the Transaction Documents, together with VAT (if applicable), shall be made in Euros by bank transfer to an account designated in writing by the Lender.

3.	Conversion, Options and other Lender’s rights

3.1.

Repayment Conversion.

3.1.1.

Upon: (i) a Conversion Date, or (ii) the occurrence of an Event of Default, and any time thereafter as long as such Event of Default is continuing, the Lender may (but not obligate), by written notice to the Borrower (the “Conversion Notice”), convert all or part of the principle of the Loan outstanding at such time into the Conversion Unit or a pro rata portion thereof in case of partial conversion (the “Repayment Conversion”).

3.1.2.

The Repayment Conversion shall occur upon the delivery of the Conversion Notice, whereupon the Conversion Unit or pro rata portion thereof, as applicable, shall, be validly issued in the name of the Lender validly issued, fully-paid, free and clear of any liens, encumbrances, claims or third party rights of any kind.

3.1.3.

Upon the issuance of the Conversion of Unit or a pro rata portion thereof, as applicable, under the Repayment Conversion hereunder, the Company shall be deemed to have discharged any and all obligations or a pro rata portion thereof, as applicable, with respect to: the principal of the Loan and the accrued Interest shall be paid by the Company to Lender upon such Conversion of Units date.

4.	Representations and Warranties of the Company

4.1.

This Agreement, when executed and delivered by or on behalf of the Company, will constitute the valid and legally binding obligations of the Company, legally enforceable against the Company in accordance with their respective terms.

4.2.

The shares to be issued upon conversion pursuant to this Agreement will be duly authorized and upon issuance in accordance with this Agreement will be validly issued, fully paid, and non-assessable, free and clear of any liens or encumbrances of any kind.

4.3.

Other then as explicitly set forth under this Section 4, the Company makes no other representations and warranties with respect to any transaction contemplated herein (including without limitation with respect to the Conversion Unit which shall be issued and allotted (if issued and allotted) to the Borrower as-is).

5.	Representations and Warranties of the Lenders

5.1.

The Lender is duly organized and validly existing under the laws of its jurisdiction of incorporation, and has the full power and authority to consummate the transactions contemplated hereunder.

5.2.

The consummation of the transactions contemplated hereunder and the performance of this Agreement by the Lender do not violate the provisions of its corporate documents, or any applicable law, and will not result in any breach of, or constitute a default under, any agreement or instrument to which it is a party or under which it is bound.

5.3.

The execution and performance of this Agreement by the Lender have been duly authorized by all necessary actions, and this Agreement has been duly executed and delivered by the Lender. This Agreement is valid and binding upon it and enforceable in accordance with its terms.

Default

Each of the events or circumstances set out in the following paragraphs under this Section 6 is an Event of Default (whether or not caused by any reason outside the control of the Borrower or of any other person):

6.1.

Non-Payment. The Company does not pay on the Repayment Date the amount payable pursuant to the Transaction Document, unless payment is made as soon as practicable and in any event within 14 (fourteen) business days of its due date;

6.2.

Invalidity. Any of the Transaction Documents shall cease to be in full force and effect in any respect or shall not, or shall cease to, constitute the legal, valid, binding and enforceable obligations of the Company, as applicable, or might become unlawful or the exercise or enforcement of any rights and remedies of the Lender under the Transaction Documents becomes subject to material legal impediments; a Default under this sub-Section may be cured within 7 days (without prejudice to any other Event of Default pursuant hereto).

6.3.

the Borrower shall become insolvent, however evidenced, or make an assignment for the benefit of creditors, or file with a court of competent jurisdiction an application for appointment of a receiver, or similar official with respect to it or any substantial part of its assets, or there shall be filed against the Borrower by any third party any such application or petition, which application or petition is not dismissed or withdrawn within thirty (30) days from the date of filing thereof;

Upon the occurrence of an Event of Default and at any time, the Lender may, by written notice to the Borrower, declare that an Event of Default has occurred and/or that all or part of the outstanding Loan Amount is immediately due and payable, whereupon it shall become immediately due and payable, together with all interest accrued thereon and all other amounts payable under the Transaction Documents (including Interest, break funding fee and Repayment Amount, to the extent applicable). For avoidance of doubt, nothing in this Section shall operate or be construed so as to prejudice or derogate from any other rights, remedies and relief available to the Lender under this Agreement, the other Transaction Documents or by law.

7.	General and Miscellaneous

7.1.

Confidentiality. The terms and conditions of this Agreement and the other Transaction Documents shall be treated by the Parties as confidential information and shall not be disclosed to any person or entity except as required by law, to its auditors and other advisors (subject to confidentiality in accordance with the principles set out herein), or in connection with any assignment or transfer permitted hereunder.

7.2.

Assignment. Neither Party may assign their rights and/or obligation hereunder, or any of them, without the prior written approval of the other Party, at such other Party's discretion.

7.3.

Successors and Assigns. Without prejudice to the provisions of Section ‎7.2 (Assignment), this Agreement shall inure to the benefit of, and be binding upon, the heirs, executors, administrators, successors and assigns of the parties hereto.

7.4.

Notices. Any notice or other communication required to be given by one party hereto to another under this Agreement shall be in writing and shall be deemed to have been served: (i) if personally delivered, when actually delivered; or (ii) if sent by facsimile or e-mail, the next business day after receipt of confirmation of transmission; or (iii) 3 (three) business days after being mailed by certified or registered mail, postage prepaid (for the purposes of proving such service, it being sufficient to prove that such notice was properly addressed and posted) to the respective addresses of the parties set out herein:

if to the Company:

Address: 92 Vandam St., New York, NY 10012, USA

Attention: Shimon Citron

Facsimile: 1-212-222-3779

if to the Lender:

Address: ___________________________

Attention: ______________________

Facsimile: ______________

or at such other address, facsimile or email as any party shall have furnished to the other in writing in accordance with this Section.

7.5.

Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly cancelled.

7.6.

Amendment. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the parties.

7.7.

Severability. If any provision of this Agreement shall be deemed to be invalid or unenforceable, then unless such invalidity or unenforceability goes to the root of the Agreement, such invalidity or unenforceability shall not affect the validity or enforceability of any of the other provisions of this Agreement and the remaining provisions shall be severable and enforceable in accordance with their terms.

7.8.

Remedies and Waivers. No failure to exercise, nor any delay in exercising on the part of a Party any right or remedy hereunder or under law shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided under the Transaction Documents are cumulative and not exhaustive of any rights or remedies provided by law. Any extension of time or waiver given, or compromise made, with respect to a specific event by the Lender, shall apply only with respect to such specific event and shall not be interpreted as applying to any other event and shall not derogate from the Lender’s rights under this Agreement or law (save as expressly stated in such waiver or compromise).

7.9.

No Third Party Beneficiaries. This Agreement is made for the Parties hereto, and no third party shall have any right hereunder or be deemed a beneficiary hereof.

7.10.

Governing Law; Jurisdiction. The laws of the State of Nevada without regard to its conflict of laws rules, shall govern the validity, the construction of its terms and the interpretation of the rights and duties of the parties hereunder. The courts of the State of Nevada shall have exclusive jurisdiction over any dispute or claim in connection with this Agreement or any of the transactions contemplated hereby, and the parties hereby irrevocably submit to such jurisdiction.

7.11.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this CONVERTIBLE LOAN AGREEMENT as of the date first above written.

____________________

Win Global Markets Inc

By: Shimon Citron

Title: Director

____________________________

By: ____________________

Title: _______________

Exhibit 10.10

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) dated December 10, 2013, by and between Win Global Markets, Inc., a Nevada corporation (the “Company”), and ___________(the “Purchaser”).

The Company and the Purchaser (collectively herein, the "Parties") agree as follows:

ARTICLE 1

PURCHASE AND SALE

1.1 Closing.

(a) Subject to the terms and conditions of this Agreement, the closing of the transaction contemplated by this Agreement (the "Closing") shall be held remotely via the exchange of documents and signatures concurrently with the execution of this Agreement or such other time as shall be agreed upon, orally or in writing, by the Purchaser and the Company.

(b) Securities Purchased. At the Closing the Company will sell and the Purchaser will purchase the following securities of the Company for an aggregate purchase price of US$ __________ (the “Purchase Price”), as follows:

(i) ___________ shares of the Company’s Common Stock $0.001 par value at a price of $0.19078 corresponding to an aggregate purchase price of __________ US$ ; and

(ii) Twenty four (24) months warrant to purchase up to an additional ___________ shares of the Company’s Common Stock $0.001 par value with an exercise price of $ 0.19078 per share, which will be issued to the Purchaser at the Closing and will be exercisable only after six months from Closing (the "Warrant"). No separate consideration shall be paid for the issuance of the Warrant. The Warrant shall be in the form appended hereto as Annex "A" (the shares issuable upon the exercise of the Warrant are sometimes referred to hereinafter as the "Warrant Shares" and the Shares and the Warrant Shares are sometime referred to hereinafter as the "Securities").

(c) Closing Deliveries. Subject to the following provisions of this clause, at or prior to the Closing, the following transactions will take place, all of which shall be deemed to have occurred simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: (1) the Purchaser shall pay the purchase price to the Company, by way of a bank transfer to the Company's account, in immediately available funds, to the bank account of which details shall be deliver to the Purchaser by the Company, (2) the Company shall issue and allot to the Purchaser, no later than forty five (45) days following the Closing, the Shares and the Warrant., and (3) each Party shall deliver to the other Party copies of resolutions taken by its board of directors (or other similar governing body) approving the execution and delivery of this Agreement, and all the transactions contemplated hereunder.

THE PURCHASER UNDERSTANDS THAT AN INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK, AND THAT THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE. THERE CAN BE NO ASSURANCES THAT THE PURCHASER WILL RECOVER ALL OR ANY PORTION OF THIS INVESTMENT.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Company.

(a) Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.

(b) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby, including the issuance of the Shares and the Warrant hereunder, has been duly authorized by all necessary action on the part of the Company. This Agreement is the valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

(c) Issuance of the Securities; Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable. The Warrant Shares, when issued in accordance with the terms of the Warrant, will be validly issued, fully paid and non assessable.

(d) Material Adverse Changes. Except as listed in Schedule 2.1(d), as of June 30, 2013 onwards there has not been:

(i) any material adverse change in the assets, liabilities, financial condition, business or prospects of the Company;

(ii) any damage, destruction or loss, materially affecting the assets, business, properties, condition (financial or otherwise) of the Company;

(iii) any waiver or compromise by the Company of a material right or of a material debt owed to it;

(iv) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the ordinary course of business;

(v) any material change or amendment to a material contract or arrangement by which the Company or any of their respective assets or properties is bound or subject;

(vi) any material change in any compensation arrangement or agreement with any employee, officer, director or shareholder of the Company;

(vii) any sale, assignment or transfer of any and all intellectual property of the Company, including but not limited to, whether or not patentable, including without limitation, all patents, trademarks, service marks, trade names, copyrights, trade secrets, information, licenses, proprietary rights, processes and concepts;

(viii) any resignation or termination of employment of any officer or key employee of the Company; and the Company, to the best of its knowledge, does not know of any impending resignation or termination of employment of any such officer or key employee;

(ix) receipt of written notice that there has been a loss of, or material order cancellation by, any major customer or business associate of the Company;

(x) any mortgage, pledge, transfer of any interest or equity of any individual or entity (including without limitation any right to acquire, option, or right of pre-emption, or right of first refusal) or any mortgage, charge, pledge, lien, or assignment, or any other encumbrance or security interest or arrangement of whatsoever nature over or in the relevant property in, or lien, created by the Company and/or by its subsidiary, with respect to any of their respective material properties or assets;

(xi) any loans or guarantees made by the Company to or for the benefit of their respective employees, officers or directors, or any members of their respective immediate families, other than travel advances and other advances made in the ordinary course of its business;

(xii) any declaration, setting aside or payment or other distribution in respect of the share capital of the Company or any direct or indirect redemption, purchase or other acquisition of any of such share capital by the Company;

(xiii) any other event or condition of any character that might have a material adverse affect on the assets, properties, financial condition, operating results or business of the Company (as such business is presently conducted and as it is proposed to be conducted); or

(xiv) any agreement or commitment by the Company to do any of the things described in this Section 2.1(d).

2.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants as follows:

(a) Organization; Authority. If the Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and is the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority, including the U.S. Securities and Exchange Commission, is required on the part of the Purchaser in connection with the execution and delivery of this Agreement, or the offer, sale, and delivery of the Securities as contemplated by this Agreement.

(b) Own Account; Investment Intent. The Purchaser is acquiring the Securities as principal for its own account for investment purposes only and not and will not acquire the Shares, the Warrant or the Warrant Shares with a view to or for distributing or reselling them in violation of the Securities Act of 1933, as amended (the “Securities Act”) or any applicable state securities law, has no present intention of distributing any of them in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding their distribution of such Securities. The Purchaser understands that the Securities included therein are “restricted securities” and have not been registered under the Securities Act or any applicable state securities laws. The Purchaser is acquiring the Securities and each part thereof hereunder in the ordinary course of its business.

(c) Regulation S. The Purchaser makes the following representations related to Regulation S under the Securities Act: (i) it is not a “U.S. Person” as that term is defined in Rule 902 of Regulation S under the Securities Act; and received all communications relating to the issuance of the Shares, and executed all documents relating thereto, outside the United States; and (ii) it agrees to resell the Shares, the Warrant and the Warrant Shares only in accordance with the provisions of Regulation S, or pursuant to another available exemption from the registration requirements of the Securities Act, and further agrees not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act.

(d) Experience of Such Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Securities (and each part thereof) and, at the present time, is able to afford a complete loss of such investment.

(e) Opportunity to Conduct Due Diligence. The Purchaser was granted the opportunity to conduct, and has conducted, due diligence prior to entering into the transactions contemplated by this Agreement. The Purchaser has read this Agreement and is familiar with the terms of the Securities. In making the decision to purchase the Securities, the Purchaser and the Purchaser’s advisors have, prior to any sale to the Purchaser, been given access and the opportunity to examine all books and records of the Company, all contracts and documents relating to the Company, and an opportunity to ask questions of, and to receive answers from, the Company and to obtain any additional information necessary to verify the accuracy of the information provided to the Purchaser. The Purchaser and the Purchaser’s advisors have been furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested. The only representations and warranties being given to the Purchaser by the Company, express or implied, at law or in equity, with respect to the Company, the Securities andor the Company's business, are as explicitly contained in this Agreement.

(f) Advice. The Company and its counsel have not provided to the Purchaser any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Purchaser has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

ARTICLE 3

OTHER AGREEMENTS OF THE PARTIES

3.1 Transfer Restrictions.

(a) The Purchaser hereby acknowledges that the Securities and any part thereof may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares, Warrant or Warrant Shares other than pursuant to an effective registration statement or Rule 144, to the Company or to an affiliate of a Purchaser or in connection with a pledge, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of such opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Shares, Warrant or the Warrant Shares under the Securities Act. Unless the transfer of the Warrant has been registered, no Warrant may be transferred to any person that is not an “accredited investor.”

(b) The Purchaser agrees to the imprinting, so long as is required, of a legend on any of the Shares, Warrant and Warrant Shares in the following form:

[THESE SHARES] [THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT] HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

3.2 Non Compete. Purchaser undertakes that for so long as it is a shareholder of the Company and for a period of twelve (12) months thereafter, it shall : (i) not engage in any activity that directly andor indirectly competes with the business of Company, (ii) not hold ownership interest in any firm or corporation that directly andor indirectly competes with the Company, other than passive holdings representing less than five percent (5%) of any such firm or corporation, and (iii) refrain from any potential conflict of interests with the Company.

3.3 Confidentiality. Subject to applicable law, each Party agrees to keep this Agreement in strict confidence and that it shall not, without the prior written consent of the other Party, disclose any information relating to the other Party other than disclosure to the representatives andor advisors of such Party, on a "need to know" basis or as required under applicable law. For the avoidance of doubt, the aforesaid shall not include any information which: (a) is or becomes generally available to the general public other than as a result of a breach of an undertaking hereunder, or (b) is or becomes available to a Party through a disclosure by a third party.

ARTICLE 4

MISCELLANEOUS

4.1 Fees and Expenses. Each Party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such Party in connection with this Agreement. Purchaser acknowledges that the Company may pay a transaction fee to finders.

4.2 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or by email to the email address set forth on the signature page or (b) upon actual receipt by the Party to whom such notice is required to be given.

4.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors. This Agreement is not assignable by either Party.

4.4 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York. Each Party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a Party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Agreement).

4.5 Survival of Representations. The Purchaser agrees that all of the warranties, representations acknowledgments, confirmations, covenants and promises made in this Agreement shall survive its execution and delivery.

4.6 Changes in Representations. The Purchaser agrees to notify the Company immediately of any change in the representations, warranties or information pertaining to the Purchaser contained herein.

[Signature page immediately follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

WIN GLOBAL MARKETS, INC.	MR. AUGUSTO BRUSCHETTINI
By: ________________________________ Name: Title: Office Address: 92 Vandam St., New York, NY 10012, USA Fax No. 1-212-222-3779	By: _________________________________ Address: Fax No.

Exhibit 10.11

CONVERTIBLE LOAN AGREEMENT

THIS CONVERTIBLE LOAN AGREEMENT is entered into as of the _____ day of February 2014 by and between Win Global Markets Inc. a company formed under the laws of Nevada (the “Company” or the “Borrower”), and ______________ a company formed under the laws of the Cayman Islands (the “Lender”).

(Each of Borrower and Lender shall be also referred to herein as a “Party”, and collectively, the “Parties”);

WHEREAS

at the request of the Borrower, the Lender has agreed to make available to the Borrower, and the Borrower desires to receive from the Lender, a loan convertible into shares of the Borrower, subject to and in accordance with the terms and conditions set forth in this Agreement.

the Borrower is engaged in an effort to be listed on a stock exchange through initial public offering;

NOW, THEREFORE, the parties hereby agree as follows:

1.	Definitions and Interpretation

1.1.

The preamble to this Agreement forms an integral and a binding part of this Agreement.

1.2.

1.3.

In addition to the terms defined elsewhere in this, for all purposes of this Agreement the following terms shall have the meanings given to them in this Section ‎1.3:

1.3.1.

“Agreement” means this Agreement, including all annexes, exhibits, appendices and schedules hereto as the same may hereafter be amended, modified or supplemented from time to time.

1.3.2.

“Business Day” means the day on which commercial banks in London, UK are open to the public.

1.3.3.

“Conversion Date” any date falling after the Closing and prior to the earlier of: (i) the Repayment Date, and (ii) the fifth (5) Business Days following the date of an IPO Event.

1.3.4.

“Conversion Unit” means __________ ordinary shares of the Company, each at a strike price of 0.35 US$, subject to the provisions under Section 3.1.2 below. provided that in the case that the Borrower consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganises, reincorporates or reconstitutes into or as, another entity, “Conversion Unit” shall mean a number of ordinary shares of the resulting, surviving or transferee entity having a value equivalent to ________ ordinary shares of the Company, each at a strike price of 0.35 US$.

1.3.5.

1.3.6.

1.3.7.

1.3.8.

“IPO Event” means the date upon which the Company notifies the Lender in writing that it resolved to commence with its first firm commitment underwritten public offering of its shares under the Act or pursuant to the securities laws of any jurisdiction.

1.3.9.

“Transaction Documents” means: (a) this Agreement; (b) and any other agreement or document executed pursuant to any of the above or in connection with any of the foregoing which is designated in writing by the Lender and the Borrower as a “Transaction Document”;

1.4.

1.5.

2.	Financing Terms

2.1.

Grant of Loan

2.1.1.

Subject to the conditions hereof and within 3 Business Days following the day of execution hereof (the “Closing”), the Lender, shall, grant the Company a loan in the principal amount of ___________ US$ (the “Loan” or “Loan Amount”);

2.1.2.

The Loan shall be transferred to the Borrower by bank transfer to a bank account the details of which shall be provided to the Lender at the Closing.

2.2.

Interest. The Loan Amount shall bear interest at an annual rate of 10% (ten percent) (calculated on the basis of the actual number of days elapsed and a 360 (three hundred and sixty) day year).

2.3.

Repayment. The Company shall repay the Loan Amount and the Interest in one lump sum upon the lapse of 12 (twelve) months as of Closing (the "Repayment Date").

2.4.

Payments. All payments to be made by the Company to the Lender, including any repayment, prepayment, payment of interest, fees and all other amounts required to be paid to the Lender under the Transaction Documents, together with VAT (if applicable), shall be made in US$ by bank transfer to an account designated in writing by the Lender.

3.	Conversion and other Lender’s rights

3.1.

Repayment Conversion.

3.1.1.

Upon: (i) a Conversion Date, or (ii) the occurrence of an Event of Default, and any time after an Event of Default as long as such Event of Default is continuing, the Lender may (but is not obliged to), by written notice to the Borrower (the “Conversion Notice”), convert all or part of the principal of the Loan outstanding at such time into the Conversion Unit (the “Repayment Conversion”).

3.1.2.

The Repayment Conversion shall occur upon the delivery of the Conversion Notice, whereupon the Conversion Unit, shall, be validly issued in the name of the Lender validly issued, fully-paid, free and clear of any liens, encumbrances, claims or third party rights of any kind.

3.1.3.

Upon the issuance in the name of the Lender of the Conversion Unit or a pro rata portion thereof, as applicable, under the Repayment Conversion hereunder: (i) the Company shall be deemed to have discharged any and all obligations or a pro rata portion thereof, as applicable, with respect to the principal of the Loan, (ii) the Interest accrued prior to the Repayment Conversion shall be paid by the Company to Lender upon such Conversion of Units date, and (iii) the Lender shall not be entitled to Interest or to any other payment hereunder as of the Repayment Conversion.

4.	Representations and Warranties of the Company

4.1.

The Company is duly organized and validly existing under the laws of its jurisdiction of incorporation, and has the full power and authority to consummate the transactions contemplated hereunder.

4.2.

The consummation of the transactions contemplated hereunder and the performance of this Agreement by the Company do not violate the provisions of its corporate documents, or any applicable law, and will not result in any breach of, or constitute a default under, any agreement or instrument to which it is a party or under which it is bound.

4.3.

The execution and performance of this Agreement by the Company have been duly authorized by all necessary actions, and this Agreement has been duly executed and delivered by the Company. This Agreement is valid and binding upon it and enforceable in accordance with its terms.

4.4.

4.5.

The shares to be issued upon conversion pursuant to this Agreement will be duly authorized and upon issuance in accordance with this Agreement will be validly issued in the name of the Lender, fully paid, and non-assessable, free and clear of any liens or encumbrances of any kind.

4.6.

5.	Representations and Warranties of the Lenders

5.1.

The Lender is duly organized and validly existing under the laws of its jurisdiction of incorporation, and has the full power and authority to consummate the transactions contemplated hereunder.

5.2.

5.3.

Default

6.1.

6.2.

6.3.

6.4.

Merger without assumption. The Borrower consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, or reorganizes, reincorporates or reconstitutes into or as, another entity and, at the time of such consolidation, amalgamation, merger, transfer, reorganization, reincorporation or reconstitution the resulting, surviving or transferee entity fails to assume all the obligations and undertakings of such party under this Agreement (including, for the avoidance of doubt, the obligations and undertakings relating to Repayment Conversion under section 3.1 above).

7.	General and Miscellaneous

7.1.

7.2.

Assignment. Neither Party may assign their rights and/or obligation hereunder, or any of them, without the prior written approval of the other Party, at such other Party's discretion.

7.3.

7.4.

Notices. Any notice or other communication required to be given by one party hereto to another under this Agreement shall be in writing and shall be deemed to have been served: (i) if personally delivered, when actually delivered; or (ii) if sent by facsimile or e-mail, the next Business Day after receipt of confirmation of transmission; or (iii) 3 (three) Business Days after being mailed by certified or registered mail, postage prepaid (for the purposes of proving such service, it being sufficient to prove that such notice was properly addressed and posted) to the respective addresses of the parties set out herein:

if to the Company:

Address: 92 Vandam St., New York, NY 10012, USA

Attention: Shimon Citron

Facsimile: 1-212-222-3779

if to the Lender:

Address: ___________.

Attention: _______________

Facsimile: ______________

or at such other address, facsimile or email as any party shall have furnished to the other in writing in accordance with this Section.

7.5.

7.6.

7.7.

7.8.

7.9.

No Third Party Beneficiaries. This Agreement is made for the Parties hereto, and no third party shall have any right hereunder or be deemed a beneficiary hereof.

7.10.

Governing Law; Jurisdiction. This Agreement and all non-contractual obligations arising out of or in connections with it shall be governed by and construed in accordance with English law. Each of the parties hereto irrevocably agrees that the courts of England shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts.

7.11.

IN WITNESS WHEREOF, the parties hereto have executed this CONVERTIBLE LOAN AGREEMENT as of the date first above written.

_______________________

Win Global Markets Inc

By: Shimon Citron

Title: CEO

_________________________
_________________

By: _______________

Title: _________

Exhibit 10.12

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) dated May 26th 2014, by and between Win Global Markets, Inc., a Nevada corporation (the “Company”), and _________________________ (the “Purchaser”).

The Company and the Purchaser (collectively herein, the "Parties") agree as follows:

ARTICLE 1

PURCHASE AND SALE

1.1 Closing.

(b) Securities Purchased. At the Closing the Company will issue to the Purchaser and the Purchaser will purchase from the Company the following securities of the Company for an aggregate purchase price of US$ ____________ (the “Purchase Price”), as follows:

(i) ___________ shares of the Company’s Common Stock $0.001 par value at a price of $0.50 corresponding to an aggregate purchase price of US$ _________ and

(ii) Sixty (60) months warrant to purchase up to an additional ____________ shares of the Company’s Common Stock $0.001 par value with an exercise price of $ 0.50 per share, which will be issued to the Purchaser at the Closing and will be exercisable only after six months from Closing (the "Warrant"). No separate consideration shall be paid for the issuance of the Warrant. The Warrant shall be in the form appended hereto as Annex "A" (the shares issuable upon the exercise of the Warrant are sometimes referred to hereinafter as the "Warrant Shares" and the Shares and the Warrant Shares are sometime referred to hereinafter as the "Securities").

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

2.1 Representations and Warranties of the Company.

(d) EZTrader. The Company is the owner of all the issued share capital of WGM Services Ltd., a Cypriot company ("WGM Services"). WGM Services is the owner of an online Binary Option Trading Platform (the "Trading Platform") operated through the websites www.EZTrader.com and www.GlobalOption.com (as well as other websites) and of the domain name "www.EZTrader.com". WGM Services also provides investment and ancillary services to the traders conducting trading activities through the Trading Platform under an authorisation from Cyprus Securities and Exchange Commission (Authorisation number 203/13).

(e) Budget. The Company's proposed budget for the years 2014 – 2016 is attached hereto as Appendix B. It should be clarified that such budget is subject to changes and updates.

(f) Issuance of the Securities; Registration. The Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and no assessable. The Warrant Shares, when issued in accordance with the terms of the Warrant, will be validly issued, fully paid and non assessable.

(g) Material Adverse Changes. The Company's financial statements for the year ended December 31, 2013 are attached hereto as Appendix C. Except as listed in Schedule 2.1(d), as of December 31, 2013 onwards there has not been: