Filing Compare · GroveWare Technologies Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X]	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	~~ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~
			For the fiscal year ended April 30, 2011
	For the fiscal year ended December 31, 2012
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to ________		~~For the transition period from _________ to ________~~
			Commission file number: 333-165074
	Commission file number: 000-54760

ePhoto Image, Inc.
GroveWare Technologies Ltd.
(Exact name of registrant as specified in its charter)
Nevada	~~TBA~~45-5273385
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
No. 181 Dragon Villas, No. 8 Shun An Nan Road Shunyi County, Beijing, China	________
1006 - 20 Eglinton Ave. W. Toronto, Ontario, Canada	M4R 1K8
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number: 0086-137-175-28189
Registrant’s telephone number: (416) 644-5111

Securities registered under Section 12(b) of the Exchange Act:
Title of each class	Name of each exchange on which registered
none	not applicable
Securities registered under Section 12(g) of the Exchange Act:
Title of class
Title of each class
none
Common Stock, par value of $0.001

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the ~~preceeding~~ preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ ~~229~~232.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~Yes [X] No [ ]~~

~~Indicate by~~Yes ~~check~~[ ~~mark~~] ~~whether~~No 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.[X]

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, [an ]accelerated ~~Accelerated~~ filer, [a ~~] Non~~non-accelerated filer, [or ]a ~~Smaller~~smaller reporting company. ~~[X]~~

~~Indicate by~~[ ~~check~~] ~~mark~~Large ~~whether~~accelerated ~~the~~filer ~~registrant~~[ is] aAccelerated ~~shell~~filer ~~company~~[ ~~(as~~] ~~defined in Rule 12b~~Non-2accelerated offiler ~~the Exchange Act). Yes~~ [ X] NoSmaller ~~[X]~~reporting company

~~State~~Indicate ~~the aggregate market value of the voting and non-voting common equity held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price at~~registrant ~~which~~is ~~the~~a ~~common~~shell ~~equity~~company ~~was~~(as ~~last~~defined ~~sold,~~in orRule ~~the~~12b-2 ~~average bid and asked price~~ of ~~such common equity, as of~~ the ~~last~~Exchange ~~business day of the registrant’s most recently completed second fiscal quarter~~Act). ~~Not available~~

~~Indicate the~~Yes ~~number~~[ of] ~~shares~~No ~~outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 7,750,000 as of August 17, 2011.~~[X]

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

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 61,500,000 common shares as of April 16, 2013

Table of Contents

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TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 2.	Properties	12
Item 1B.	Unresolved Staff Comments	9
Item 3.	Legal Proceedings	13
Item 2.	Properties	9
Item 4.	Mine Safety Disclosures	13
Item 3.	Legal Proceedings	9
Item 4.	(Removed and Reserved)	9
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	1013
Item 6.	Selected Financial Data	1115
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1115
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1319
Item 8.	Financial Statements and Supplementary Data	1320
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	1421
Item 9A.	Controls and Procedures	1421
Item 9B.	Other Information	1521
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1622
Item 11.	Executive Compensation	1724
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1926
Item 13.	Certain Relationships and Related Transactions, and Director Independence	1926
Item 14.	Principal Accountant Fees and Services	1927
PART IV
Item 15.	Exhibits, Financial Statement Schedules	28

PART IV
Item 15.	Exhibits, Financial Statement Schedules	20

Table of Contents

PART I

Item 1. Business

~~Company~~ Overview

WeThe ~~were~~modern world of communications technology ~~incorporated~~is asan ~~“ePhoto~~arena ~~Image~~of ~~Inc~~constant and rapid evolution.” ~~(“ePhoto”)~~There onis ~~September~~no 20greater evidence of this change than in the accelerating adoption of sophisticated wireless devices to streamline and facilitate the exchange of voice and data communication. Over the past two decades, we ~~2007~~have witnessed the successive introduction of hardwired cellular phones, inhandheld “dumbphones”, the ~~State~~handheld Palm™ computers and then a revolution with the advent of ~~Nevada~~the ~~for~~BlackBerry® smartphone followed by the ~~purpose~~iPhone® and a myriad of similar devices utilizing the Android™ smartphone platform developed by Google©. During the last few years, we have seen the emergence and incredible growth of ~~developing~~tablet ~~digital~~technologies ~~image~~led ~~transaction~~by ~~software~~Apple’s iPad®, Research in Motion’s Playbook™, and a ~~website~~variety ~~through~~of ~~which~~tablet ~~visual~~devices ~~artists~~utilizing ~~can~~the ~~sell~~Android™ ~~original~~and ~~photographic~~Windows ~~content~~Mobile™ mobile operating systems.

~~Business~~Wireless devices are changing how people communicate and exchange information. The wireless revolution has brought about monumental changes to global politics, to the scale and complexity of ~~Company~~social interaction, to the accessibility of information and has simplified consumer transactions such as banking, advertising and the buying and selling of goods and services.

WeSmartphone ~~are engaged in the business of developing digital image transaction software~~ and awireless ~~website~~tablet ~~through~~devices ~~which visual artists can sell low-cost,~~are ~~original~~now ~~photographic~~being ~~content~~discovered ~~specifically~~by tobusiness ~~both low-end~~ and ~~high-end~~government ~~users of stock photographic images, such~~ as ~~newsletter and~~transformational ~~magazine~~tools ~~publishers~~for ~~and~~the ~~website designers based primarily in Asia. We hope that such a website~~collection, ~~once~~transfer ~~established, will provide photographers, illustrators, graphic designers, animators, cinematographers~~ and ~~other~~utilization ~~visual artists a low-priced, online venue to sell their work to users~~ of ~~stock photographic images. Unlike many stock image houses presently operating in the market, our~~information ~~objective~~and isfor tostreamlining not purchase large portfolios of stock images from a select group of established photographers. Instead, we intend that photographers affiliated with our company will maintain ownership of their stock images. We plan business-to-business ~~generate~~(B2B) ~~revenue by charging affiliate photographers a commission on the images they sell through our website~~transactions. The ~~images~~adoption ~~sold on our website will primarily feature Asian themes. We are currently in the process~~ of ~~designing~~wireless ~~and~~technologies, ~~developing our software~~ and ~~our~~in ~~website,~~particular ~~which will utilize the software to manage our database~~ of ~~images, display available images, and manage all associated transactions. We are continually~~wireless ~~refining~~tablet ~~this software and our website through research and trial runs. When we are satisfied that our software~~devices, ~~website,~~is ~~and products~~expected ~~will~~to ~~compete~~far ~~effectively~~exceed in the ~~Visual~~use ~~Content Industry by being the most cost-efficient and accessible software and website to offer a diverse selection~~ of ~~images~~conventional ~~from~~PC’s ~~Asia,~~over ~~we will conduct~~ the ~~public~~next ~~launch~~five ~~of the website for use by visual artists and their potential customers~~years.

WeIt ~~have not~~is ~~successfully~~in ~~launched~~this ~~our~~rapidly ~~website~~changing orbusiness ~~generated~~environment that ~~any~~GroveWare ~~revenues~~has topositioned ~~date~~itself. ~~The~~GroveWare’s ~~success~~products ofare ~~our~~uniquely ~~business~~suited isto ~~dependent~~helping ~~on building our website~~companies, ~~acquiring~~governments ~~artist~~and ~~images,~~institutions gather and ~~making~~exchange ~~commission~~data. ~~from~~In ~~sales~~an ofenvironment ~~artwork~~where onall ~~our~~commercial ~~website.~~and Ifgovernment weentities are ~~unable~~seeking to ~~successfully implement~~find ~~our~~cost-saving ~~business~~and ~~plan~~efficiency-gaining productivity tools, ~~our~~the ~~business~~increasingly ~~will~~sophisticated ~~fail~~smartphone and ~~you~~tablet ~~will~~hardware ~~lose~~can ~~your~~now ~~entire~~be ~~investment~~paired inwith ~~our~~GroveWare’s ~~company~~software to generate productivity enhancements on a level not seen since the advent of micro-computers over 30 years ago.

~~Our~~GroveWare ~~offices~~provides Commercial Off-the Shelf–based ~~are~~(COTS) ~~located~~SmartForm, advanced workflow technology and mobile solutions for automating and mobilizing business processes at Nothe enterprise level. ~~181~~Such ~~Dragon~~technology ~~Villas,~~greatly ~~No.~~helps 8organizations ~~Shun~~to Anmove ~~Nan~~away ~~Road,~~from ~~Shunyi~~“paper-based” ~~County~~operations to smart, ~~Beijing~~dynamic, ~~China.~~mobile electronic ~~Our~~“e-forms,” ~~telephone~~thus ~~number~~enabling isenterprises ~~0086-137-175-28189~~to achieve operational efficiencies by extending their enterprise ERP functions from the “back office” to a “field application” seamlessly.

~~Stock~~Our company specializes in the rapidly-growing Mobile Business Process Management (BPM) marketplace. It has developed an advanced e-form-centric mobile application, “MobiTask™” for all of the mainstream wireless operating systems used by smartphones and ~~Microstock~~tablets ~~Photography~~such as: Apple iOS®, Android™, BlackBerry® and Windows™. GroveWare’s MobiTask™ is a single platform application compatible with all wireless devices such as: iPhone®, iPad®, Samsung Galaxy®, BlackBerry® Playbook™, etc. and employs a powerful core technology that has helped our company to become a leader in the field of “Rapid Mobile Application Development” for enterprises.

~~Stock~~GroveWare ~~photography consists~~believes ofit ~~existing~~is ~~photographs~~uniquely ~~that can be licensed for specific uses. Publishers, advertising agencies, graphic artists, and~~positioned ~~others use stock photography~~ to ~~fulfill~~take ~~the~~advantage ~~needs~~ of ~~their~~the ~~creative~~transformation assignments. A customer who uses stock photography instead of hiring a photographer can save time and money. Stock images can be presented in searchable online databases, purchased online, and delivered via download or email. A collection of stock photography may also be called a photo archive, picture library, photo bank, or image bank, as modern stock photography distributors often carry stills, video, and illustrations. Images are filed at an agency that ~~negotiates~~is ~~licensing~~currently ~~fees~~taking onplace ~~the photographer’s behalf~~ in ~~exchange for a percentage, or in some cases owns~~ the ~~images~~enterprise ~~outright. This is increasingly done online~~space, ~~especially with newer microstock models~~i.e. ~~Pricing is determined by~~ the ~~size of~~massive ~~audience~~shift orfrom ~~readership, how long the image is~~ laptops to bewireless ~~used,~~tablets ~~the~~devices ~~country~~and ~~or region where~~ the ~~images~~rush ~~will be used and whether royalties are due~~ to ~~the~~develop ~~image~~productivity ~~creator~~applications ~~or owner. Often, an image can be licensed~~ for ~~less~~enterprise ~~than $200, or in the case of the microstock photography websites as little as $1~~use.

~~Rights~~GroveWare’s ~~Managed~~eXFORMA™ middleware ~~stock~~and ~~photography~~MobiTask™ ~~involves~~client anapplications ~~individual~~are ~~licensing~~at ~~agreement,~~the ~~which~~heart isof ~~negotiated~~the ~~for~~solution ~~each~~offered. ~~use~~It ~~and~~is ~~details~~a ~~the~~process ~~specific~~automation ~~conditions~~platform that can ~~under~~be ~~which~~configured ~~the~~to ~~image~~dynamically ~~can~~capture bedata ~~used.~~utilizing ~~Royalty~~web-~~free~~based ~~stock~~forms ~~photography~~integrated ~~offers~~with a ~~photo~~sophisticated ~~buyer~~workflow ~~the~~engine. ~~ability~~The toapplication is ~~use~~delivered anon ~~image~~thin anclient ~~unlimited number~~mobile ofdevices. ~~times~~The ~~and~~system inresides ~~any~~on ~~medium~~numerous ~~for~~industry-standard aback-end ~~single~~databases ~~license~~and ~~fee~~is supported by flexible reporting capabilities.

Table of Contents

~~Microstock photography~~In is2012, anGroveware’s ~~offshoot~~relationship ofwith its ~~traditional~~channel ~~stock~~partner ~~photography.~~VerizonWireless ~~What~~(VZ) ~~defines~~grew asubstantially, ~~company~~and asthe atwo ~~microstock~~companies ~~photography~~collaborated ~~company~~closely isto ~~that~~acquire new customers. ~~they~~By 1)year ~~source~~end ~~their~~2012, ~~images~~there ~~almost~~were ~~exclusively~~more ~~via~~than 50 new pilot projects in the ~~Internet~~works, 2)and doover so20 ~~from~~new acustomers ~~wider~~were ~~range~~fully ofdeployed ~~photographers~~using MobiTask. ~~than~~Groveware ~~the~~currently ~~traditional stock~~has ~~agencies~~solutions ~~(including~~for aclients ~~willingness~~in toconstruction ~~accept~~vertical, ~~images~~such ~~from~~as ~~amateurs~~HVAC ~~and~~service ~~hobbyists)~~companies, ~~and~~electrical 3)contractors, general ~~sell~~contractors, ~~their~~pipeline ~~images~~construction, atenvironmental aservices, ~~very~~property ~~low~~management, and manufacturing and professional services. ~~rate~~The ~~(anywhere~~public ~~from~~sector $is quickly becoming an important vertical for Groveware.20 -MobiTask ~~$10)~~solutions for afederal, ~~royalty-free~~state, ~~image.~~and ~~Many~~local ~~microstock~~authorities such ~~sites~~as ~~also~~law ~~sell~~enforcement, ~~vector~~inspection, ~~art~~investigation, and ~~some~~emergency ~~sell~~response ~~Flash~~are ~~animations~~adding new sources of revenue for the company. ~~and~~These ~~video,~~new assources ~~well~~of asclientele ~~still~~are ~~images~~expected to bring significant revenue to our company for 2013.

~~Each~~GroveWare’s microstock company uses a different pricing and payment scheme. Photographers can upload the same pictures on multiple sites or, with some agencies, become an exclusive supplier and receive an increased commission and additional benefits. There is no fee to post photos on a microstock site. However, microstock companies do not accept all artists or all photographs. Each employs a team of reviewers who check every picture submitted for technical quality, as well as artistic and commercial merit. Photographers add keywords that help potential buyers filter and find pictures of interest.Products

~~Visual~~Responding to the growing demand for such ~~Content~~solutions, ~~Industry~~we have developed unique technologies with a simple mission: to become best of the breed in enterprise-level mobile computing by developing a solution that provides a device-agnostic, robust data-transfer engine with a simplified end-user experience. From this mission, our flagship product, the MobiTask™ solution has emerged. All the complexity usually associated with business process management products has been hidden away and replaced with a powerful web-based, wireless and feature-rich front-end which easily deploys sophisticated data capture forms, management, automation, and reporting applications.

~~The~~Our ~~visual content~~customers ~~industry~~and ~~supplies~~channel ~~images~~partners toconfirm that MobiTask™ is a ~~varied~~“best ~~and~~of ~~growing~~breed” ~~customer~~application ~~base,~~in ~~ranging~~Mobile ~~from~~Business ~~individual~~Process ~~consumers~~automation tomarketplace. ~~major~~Our ~~multinational~~core ~~corporations.~~technology ~~Market~~is ~~segments~~based ~~include~~on ~~graphic~~automating ~~designers,~~paper-based ~~art~~business ~~directors~~processes and ~~art~~converting ~~buyers~~them atto ~~advertising~~a ~~agencies,~~fully-electronic ~~marketing~~solution ~~and~~using ~~communications~~its ~~professionals,~~core ~~Web~~BPM ~~and~~Suite ~~new~~for ~~media~~Smart ~~designers,~~Forms ~~newspaper,~~and ~~magazine,~~workflow ~~book,~~technologies ~~music~~that ~~and~~allow ~~video~~our ~~publishers,~~customers ~~and~~to ~~broadcast~~quickly and ~~media~~cost-effectively ~~production~~implement a ~~companies.~~mobile Insolution ~~addition,~~in ~~emerging~~an ~~market~~unprecedented ~~segments~~period ~~include~~of ~~business~~time. ~~users,~~Full ~~who~~mobile ~~are~~solutions ~~not~~that ~~graphic~~previously ~~designers~~required ormonths ~~other~~and ~~professional~~vast ~~users~~ amounts of IT ~~images,~~resources ~~such as managerial~~ and ~~sales~~cost ~~professionals~~to ~~and~~implement ~~small or home office (SOHO) users. Images~~ are ~~used~~now todeployed ~~communicate messages~~ in a ~~wide~~matter ~~variety~~ of ~~applications,~~weeks ~~including~~at ~~print,~~a ~~electronic~~fraction ~~and~~of broadcast advertising, direct mail and marketing brochures, educational and training publications, books, magazines, newspapers, corporate communications and annual reports, motion pictures, broadcasting, CD-ROM products, sites on the ~~Internet, other online uses, sales and in-house presentations, and various consumer uses~~cost.

~~The~~Our ~~worldwide digital~~products ~~content~~offer ~~market, including~~ the ~~market~~ease ~~for~~of ~~stock~~use ~~digital~~and ~~photographic~~simplicity which ~~images,~~should ~~reached~~be ~~$2.9~~associated ~~billion~~with ~~annually~~all inenterprise ~~2004~~solutions. The ~~visual~~ ~~content~~products ~~industry~~can ~~has~~help ~~grown~~any ~~substantially~~enterprise inwith ~~recent~~their ~~years.~~data ~~This~~collection ~~growth~~and business ~~may~~process bemanagement ~~attributed~~needs tousing ~~several~~advanced ~~factors~~web, ~~including~~mobile, ~~greater appreciation~~and ofwireless ~~the~~technologies. ~~value~~Our exciting line of ~~images~~software ~~for~~products and ~~conveying,~~solutions ~~symbolizing~~appeal ~~and~~to ~~reinforcing~~many ~~marketing~~organizations ~~and~~because ~~editorial~~of ~~messages~~the ~~visually;~~cost ~~technological innovations~~and ~~that~~time ~~have~~savings ~~made~~generated itfrom ~~easier~~automating ~~and~~manual ~~cheaper~~processes. toAll the ~~select,~~products ~~use,~~are ~~edit~~standards-based and ~~distribute~~designed ~~images;~~to ~~and~~integrate awithin ~~proliferation~~any ofenterprise ~~communications channels,~~environment ~~particularly~~with ~~via~~ease. ~~the~~This ~~Internet~~inter-operability ensures longevity and incompatibility ~~the~~with ~~cable~~both past and ~~satellite~~future ~~broadcasting~~infrastructure ~~industry~~investments. ~~The~~Additionally, ~~video~~all ~~footage~~of ~~sector~~our isproducts ~~expected~~interact towith ~~continue~~each toother ~~grow~~in asorder ~~technological~~to ~~developments~~provide ina ~~cable~~complete and ~~satellite~~highly-secure, ~~broadcasting~~web, mobile, and ~~new~~wireless ~~media~~environment ~~industries~~which ~~lead~~can tobe aused ~~major~~to automate ~~increase~~every infunction ~~demand~~of ~~for~~an ~~stock~~organization ~~and~~while ~~archival~~being ~~footage~~managed with minimal IT resources.

AOur ~~number of~~products ~~technological advances have contributed to recent developments in the visual content industry and to increased demand for digital images. These advances~~ include:

~~Advances~~MobiTask™ inis ~~computer~~a ~~hardware:~~mobile ~~the development~~client ofapplication ~~faster~~for ~~and~~all ~~less expensive desktop computers, high-quality color monitors~~ smartphones and ~~CD-ROM~~tablets ~~drives~~ and ~~related~~has ~~compression technologies~~been ~~have~~built ~~made~~to itextend ~~possible~~workflow ~~for~~tasks ~~personal~~from ~~computer~~most ~~users~~enterprise applications to ~~review~~smartphones and ~~distribute high-quality color images.~~tablets;

~~Software~~eXFORMA ~~development:~~BPM ~~Developments in~~Suite™ ~~software~~is ~~applications~~a ~~and~~business ~~tools,~~process ~~such~~automation astool ~~Adobe~~for automating ~~PhotoShop and PhotoDeluxe, as well as the popularity of low~~paper-~~priced~~based ~~desktop~~business ~~publishing applications~~processes ~~have~~and ~~enabled~~creating ~~personal computer users to enhance~~online, ~~manipulate,~~electronic ~~and~~web-based ~~edit~~forms ~~color images~~ and ~~combine~~workflow; ~~them on a single page with text~~ and ~~other graphics.~~

~~Advances~~Together, inthese ~~printing~~ technologies~~: Advances~~ ~~in commercial four color printing technologies~~ have ~~made~~been ~~professional printing more accessible and cost effective for~~combined ~~many~~into ~~professional~~a ~~applications.~~highly ~~In addition~~versatile, ~~the recent introduction of relatively inexpensive~~secure, ~~higher~~robust ~~resolution~~and ~~color~~simple ~~printers have~~to ~~made~~install ~~it possible for non-professionals~~ and ~~personal~~integrate ~~computer~~solution ~~users~~that tomakes ~~print~~the ~~high-quality~~mobile ~~color~~employee ~~images~~more ~~at low cost without~~task-efficient, ~~professional assistance~~MobiTask™.

41. eXFORMA BPM Suite: At the core of our success is the eXFORMA application suite, a revolutionary enterprise platform for creating XML-driven dynamic electronic forms, advanced workflow, schedules, and reports for rapid web application development. These intelligent, dynamic e-forms require no programming and can be configured quickly and easily, drastically lowering the cost of automating complex business processes and empowering enterprises to quickly and easily capture and process data accurately in real-time over the web, on mobile tablets, and/or on BlackBerry®, iOS®, Android™ and Windows Mobile™ devices.

~~Table of Contents~~4

~~The~~Table ~~Internet: Significant increases in the use~~ of the Internet, both as a medium for communications and as a platform for commercial transactions, have occurred. According to Internet World Stats (www.internetworldstats.com/emarketing.htm), the number of people who are using the World Wide Web has grown from 16 million users, or 0.4% of the global population in December of 1995, to 1,319,872,109 and 20% of the global population in December of 2007. Asia alone has over 500 million users, accounting for 38.7% of the Internet usage of the world. Asia has shown a 346.6% Internet use growth from the years 2000 to 2007. This increased use of the Internet has resulted in growth in commercial promotion and advertising in websites and other online communications, which, in turn, have contributed to an increase in demand for and use of digital images for such promotion, advertising and communication. In addition, the Internet provides a new, more efficient means of marketing and distributing images for such uses, as well as more traditional uses.Contents

~~Our~~eXFORMA is ~~Products~~built on a foundation of open standards such as XML and J2EE, making it easy for customers to integrate it quickly into their existing infrastructure. This is why all our solutions are built based on core eXFORMA technology. It makes it easy for compatibility with other enterprise software such as PeopleSoft, SharePoint, Kronos, Oracle e-Business Suite, SAP, and more.

~~The~~Using ~~rising demand for stock photographic images within~~ the ~~growing~~power ~~visual~~of ~~content~~dynamic ~~industry~~web-based forms ~~in conjunction~~ with ~~the~~integrated ~~widespread~~workflow, ~~and~~new ~~increasing use~~web-based ofbusiness ~~the~~processes ~~Internet~~can ~~in general and as a source for visual content have resulted in what we anticipate will~~ be aimplemented ~~highly~~quickly ~~receptive potential market for our website~~ and ~~our products~~cost-effectively. ~~The~~Our ~~vast pool of potential consumers of stock photographic images within the~~customers ~~visual~~are ~~content~~able ~~industry~~to ascreate ~~well~~active asdocuments ~~the~~which ~~many~~capture ~~prospective~~information ~~consumers~~more ~~working outside of the visual content industry are all seeking high-quality~~efficiently, ~~affordable~~feed ~~images~~legacy ~~from visual artists who~~systems, ~~in turn, are seeking ways to reach~~ and ~~sell~~improve ~~their work to a wide range~~communications ~~of customers at fair-market value. The subject matter of our stock photographic images will focus primarily on Asian themes~~ and ~~will~~ ~~target~~collaboration anthroughout ~~Asian~~their ~~audience~~organization. ~~This specialization offers several benefits, including a less complicated keyword image search.~~

~~To date, we have reserved a domain name at www.ePhotoImage.com.~~ Our ~~website~~solutions ismake ~~currently~~it ~~under construction. We are currently in the process~~possible offor ~~developing~~non-IT ~~the~~users ~~site~~ to ~~manage~~easily acreate ~~database~~intelligent ofweb-based ~~images,~~forms ~~display~~because ~~available~~we ~~images,~~eliminate ~~and~~the ~~manage~~need ~~all~~for ~~associated transactions with artist affiliates~~programming. WeOur ~~are continually refining this~~ software ~~and~~looks after ~~our~~all ~~website~~of ~~through~~the ~~research~~scripting and ~~trial~~building ~~runs.~~of ~~When~~the wedatabase ~~are satisfied that our software, website,~~ and ~~products~~interfaces ~~will~~for ~~compete effectively in~~ the ~~Visual~~user ~~Content~~automatically. ~~Industry~~Users bycan ~~being~~now ~~the~~automate ~~most cost-efficient and~~new ~~accessible~~business ~~software~~processes ~~and~~in ~~website to offer~~ a ~~diverse~~fraction ~~selection~~ of ~~images from Asia, we will conduct~~ the ~~public~~time ~~launch~~and ofcost ~~the~~when ~~website for~~compared ~~use~~to bytraditional ~~visual artists and their potential customers~~approaches.

~~Once~~We ~~established, we~~are ~~anticipate~~committed ~~that our website will be an online stock image transaction site, similar~~ to ~~other~~helping ~~online stock image agency websites~~our incustomers ~~that~~achieve ittheir ~~provides~~business ~~the~~objectives. ~~opportunity~~We ~~for~~have ~~corporations~~built ~~and~~our ~~individuals~~business toone ~~purchase~~client ~~image~~at ~~usage~~a ~~rights~~time ~~online~~ and towe ~~take~~understand ~~digital delivery~~that ofin ~~the~~order ~~image electronically. Our strategy is~~ to be ~~differ~~successful ~~from many online stock image companies, however, in that~~ we ~~plan to~~must ~~allow~~form ~~contributing~~strong ~~photographers~~partnerships ~~the~~with ~~ability~~our ~~to retain ownership of their images~~clients. We are incommitted ~~the process of developing an affiliate-based website, branded “ePhotoImage.com,” where our images will be available for viewing, purchasing and downloading. We plan~~ to ~~solicit~~being ~~photographic~~a ~~originals~~great ~~from~~partner photographers and create an inventory of stock images available for online viewing. Our plan is that the website will include still photographic images, illustrations, clip art and video clips. Customers should be able to ~~freely browse~~ our ~~inventory~~customers ~~of stock images~~ and ~~download thumbnail sketch samples of stock images. However, customers~~ ~~must pay the contributing photographer prior~~ to ~~downloading~~being ~~usable images. We plan to generate revenues by charging our affiliated photographers~~ a ~~sales~~market ~~commission~~leader ofin ~~approximately 30% on all sales transacted on~~ our ~~website~~industry.

~~Our~~2. ~~business plan~~MobiTask™ is ~~to offer digital product, transaction, and delivery. We believe~~ the ~~advantage~~only ofwireless ~~our~~client ~~digital~~application ~~approach~~compliant iswith aall ~~significant reduction~~smartphones inand ~~costs.~~tablets ~~Unlike companies that sell physical products (~~including: ~~photographs and other artwork)~~iPhone®, ~~our products~~iPad®, ~~once established~~BlackBerry®, ~~will~~BlackBerry® bePlaybook™, ~~digital~~Samsung inGalaxy®, ~~nature~~Motorola ~~and~~Xoom™, ~~will~~Windows ~~not require facilities to warehouse products~~Mobile™, and ~~consequently~~Tablet noPCs. ~~staff~~MobiTask™ ismobilizes ~~required to~~employee ~~manage~~tasks ~~inventory~~in ~~and~~the ~~prepare~~field ~~orders. Likewise, financial transactions~~ and ~~the~~connects ~~delivery~~them ofwirelessly ~~purchases~~directly ~~will~~to bethe ~~accomplished~~organization’s ~~digitally, so~~enterprise noapplications. ~~sales~~MobiTask™ ~~and~~allows ~~fulfillment~~organizations ~~staff~~to ~~will~~rapidly bedeploy ~~required~~mobile ~~and~~solutions nofor ~~shippers,~~workers ~~drivers~~on orthe ~~vehicles~~go. ~~are~~MobiTask™ ~~needed.~~provides ~~Staff~~the ~~will~~convenience ~~still~~of beusing ~~required in~~DYNAMIC ~~the~~e-FORMS ~~areas~~to ofcollect ~~administration,~~field ~~marketing~~data, ~~and~~manage ~~support.~~workflow ~~Whenever~~tasks ~~possible~~wirelessly, ~~information~~store wedocuments ~~gain~~locally ~~from~~and ~~staff~~integrates ~~activities~~seamlessly ~~will~~with bemost ~~used to~~ERP ~~further~~systems ~~automate~~and ~~our~~back-end ~~processes~~databases.

5MobiTask™ is a one-of-a-kind data and task management, and process automation solution. MobiTask™ provides a unified platform on the smartphone or tablet for extending workflow tasks from multiple enterprise software applications (ERP systems) to a single mobile client application (MobiTask™).

~~Table~~MobiTask™ operates from a Unified Mobile Dashboard, with bi-directional communication, allowing field employees to complete, or initiate workflow tasks, and capture field data using dynamic electronic forms and incorporating device capabilities including signature capture, photographs, bar code scanning, and GPS time and geolocation data. MobiTask™ is fast and works both within and outside areas covered by wireless signals. The use of ~~Contents~~mobile tablet devices is expanding exponentially as enterprise and government discover the uses of the MobiTask™ platform for data gathering, site inspection, and remote reporting applications.

WeThe ~~are~~unique in design of the ~~process~~MobiTask™ application ofallows ~~refining~~a ~~the~~wireless ~~format~~user ~~for~~“Single ~~our~~Sign-On” ~~website~~access to view, ~~which~~initiate ~~will~~and beapprove ~~integral~~workflow totasks ~~its~~from ~~success~~multiple, different enterprise applications simultaneously. WeFor ~~are~~example, ~~designing~~a manager can HR tasks such as “Time and ~~developing~~Attendance” and ~~our~~payroll approvals originating from Kronos, as well as expense, procurement or sales/order tasks originating from a separate ~~website~~financial bysystem ~~conducting~~such ~~research~~as toOracle ~~improve~~eBusiness onall ~~quality~~from ~~and~~the ~~cost~~same screen. ~~This~~A ~~research~~user ~~includes~~can ~~performing~~also ~~trial~~initiate ~~runs~~new oftasks ~~our~~such ~~software~~as ~~and~~service requests, ~~website~~time instamps ~~order~~and totime ~~refine~~sheets ~~their~~or ~~essential~~download ~~qualities~~company brochures, ~~such~~price aslists, ~~ease~~etc. offrom ~~access~~SharePoint, ~~and~~populate ~~software~~site ~~reliability~~inspections reports, customer service reports, inventory status reports, etc. ~~Refining~~using ~~these~~the ~~qualities~~same sign-on from the same device, all within a highly application ~~will~~fully ~~ensure~~integrated ~~that~~with ~~our~~the ~~final~~organizations ~~website~~back-end systems and ~~products~~with ~~are~~the ~~practical,~~highest ~~affordable,~~degree of data integrity and ~~dependable~~enterprise-level security.

We3. ~~have not~~eXFORMA ~~yet~~Mobile ~~begun~~is the ~~process~~portable ofversion ~~soliciting an inventory~~ of ~~digital~~the ~~images~~eXFORMA ~~from~~BPM ~~photographers~~Suite. WeBuilt ~~have,~~for ~~however,~~laptops ~~analyzed the market~~ and ~~believe~~tablet ~~our~~PCs, ~~unique~~this ~~twists~~product inis ~~the~~a ~~stock~~complete ~~image~~mobile ~~market~~data ~~will~~collection ~~appeal to new, amateur~~ and ~~experienced~~field-work ~~photographers~~solution. WeThis ~~believe that~~fully ~~the~~equipped ~~established~~platform ~~stock~~integrates ~~image~~seamlessly ~~business~~with ~~has~~eXFORMA ~~grown~~web-based ~~complex~~users, and ~~intimidating~~its tosecure ~~most~~storage ~~photographers.~~and ~~Leading~~live ~~stock~~real-time ~~image~~communication ~~vendors tend~~capabilities tomeans ~~boast about the vast number of images they hold online. We believe~~ that ~~such~~mobile anusers ~~inventory almost insures that individual works~~ will ~~get~~always ~~“lost” in the database. In contrast, we hope to develop a site to focus on the emerging middle class Chinese market. It will~~ have the ~~nuances~~most accurate and ~~cultural cues that appeal~~ up-to-date ~~the~~information ~~modern~~at ~~photographer~~their ~~interested in the Chinese culture, whether they are amateurs or professionals~~disposal. ~~We intend to draw these photographers to our site, by engaging in the following:~~

We intend to attract photographers with regionally based theme categories. For example, unlike current stock image sites which classifies in broad terms such as “people,” “animals,” etc. we will also create categories for regions such as “Great Wall,” ‘"Barrier Reef,” etc. We will classify regions, history and subject-matter items that are appealing to China, such as its rich history, food, cultural icons.5

WeTable ~~also plan to offer a “mobile upload” area to attract photographers. Though most mobile images are~~ of poor quality, we feel the hardware makers are now offering phone cameras that create acceptable images. These “live” and “authentic” images will be of non-posed and choreographed images. We plan to capture mobile uploads, offer many royalty-free photos, but create a market in the future for licensed images from this source. We feel that the mobile upload market will only grow in popularity. This could be the “blog” or “twitter” for images. As of March 2010, it is estimated that China has 747 million mobile phone users; many of these phones are equipped with cameras. It is projected that in 2014, China alone will have about 957 million mobile phone users. (see: http://www.emarketer.com/blog/index.php/staggering-mobile-stats-bric-countries/ )Contents

WeIt ~~also~~is ~~intend~~this toreal-time ~~advertise our~~connectivity ~~website~~of ~~through~~eXFORMA aBPM ~~combination~~Suite ofthat ~~Skype,~~gives ~~MSN~~this ~~and~~mobile ~~Facebook~~product inits ~~China~~edge. ~~This~~E-forms ~~social~~and ~~networking~~workflow ~~and~~processes ~~communications~~modeled ~~portal~~on iseXFORMA ~~rich~~are ~~with~~fully integrated ~~young,~~with ~~affluent~~the ~~Chinese~~mobile ~~consumers~~worker’s ~~creating~~tablet ~~images.~~PC ~~These~~application, ~~images~~allowing ~~are~~them ~~history~~to ~~captured~~complete astasks ~~China~~from ~~grows.~~anywhere ~~These~~as ~~images~~if ~~are~~they ~~what~~were ~~Chinese~~in the office. ~~marketers~~With ~~and~~this ~~international~~level ~~marketers~~of ~~will~~integration, bea ~~interested~~change indone toby ~~"speak"~~a toweb-based ~~its~~user ~~audience.~~from Inthe office will affect the ~~next~~mobile ~~twelve~~worker ~~months~~instantly, weand ~~hope~~managers toback ~~commence~~at the ~~process~~office ofcan ~~developing~~print real-time, up-to-the-minute ~~infrastructure~~reports to ~~link~~see ~~with~~exactly ~~this~~the ~~social~~status ~~networking~~of ~~community~~the mobile employee.

WeeXFORMA ~~have not~~Mobile ~~yet~~has ~~marketed~~offline ~~our~~or ~~website~~online capabilities, and the ability to ~~attract~~update ~~customers~~data remotely, ~~but~~automatically weeliminating ~~intend~~the todowntime doand socost of bringing workers in from the ~~next~~field. ~~twelve~~It ~~months.~~makes Wedata ~~intend~~collection tofrom ~~attract~~the ~~customers with~~field ~~value~~efficient, ~~pricing~~easy and ~~offering~~cost ~~ease~~effective. Like all of ~~use.~~the WeCompany’s ~~intend~~products, this toincredible ~~draw~~mobile inplatform ~~customers~~truly bysupports ~~engaging~~a inunified ~~the~~environment ~~following:~~for fully integrated information management.

WeeXFORMA ~~are~~Mobile ~~using~~is ~~SEO~~a asvery ~~part~~powerful mobile oftool ~~our website~~for ~~development~~businesses ~~architecture.~~who ~~SEO~~wish orto ~~“Search~~increase ~~Engine~~their ~~Optimization”~~field employee’s productivity. eXFORMA Mobile is ~~the~~user ~~process~~friendly ofand allows ~~improving~~for ~~the~~a ~~volume~~seamless ortransition ~~quality of~~from ~~traffic~~paper ~~thru~~to ~~the~~digital ~~web~~field ~~site~~data collection. ToThe ~~ensure~~ease weof ~~are~~use ~~associated~~ and ~~found~~incredible byGroveWare ~~users~~technology behind ofthis ~~the~~product ~~most~~make ~~popular~~it ~~search~~one ~~engines~~of ~~such~~the astop ~~Google, Bing~~mobile ordata ~~Yahoo,~~collection wesolutions ~~are~~available ~~incorporating~~on the ~~most~~market ~~current~~today ~~organic~~for ~~and~~any ~~algorithmic processes~~organization.

WeSales ~~also plan to do limited marketing at websites that focus on amateur photographers seeking advice~~ and ~~information.~~Marketing ~~Sites~~– ~~such as blogs or forums that offer inexpensive~~GroveWare’s ~~internet~~Channel ~~banners~~Partner ~~for exposure and marketing.~~Strategy

We ~~also~~have ~~intend~~recently tobeen ~~use~~through ~~mutual~~a ~~internet~~transformation, ~~links.~~evolving ~~Other~~from ~~than~~a ~~tapping~~focus ~~into~~on ~~the~~technology ~~search~~development ~~engine~~to ~~user~~an ~~base~~orientation as a sales and marketing organization, weand ~~will~~beginning ~~also~~the ~~market~~monetization of years and ~~offer~~millions ~~mutual~~of ~~link~~dollars ~~marketing~~committed to research and development. SoWe ~~manufacturers,~~have streamlined our operations with a focus on efficiency ~~photo~~and ~~studios~~profitability, while positioning our company with the expertise and ~~accessory~~technological ~~makers~~capabilities ~~will~~to ~~have~~exploit ~~links~~the ~~within~~burgeoning market potential. We have realigned our ~~site~~marketing strategy to focus primarily on MobiTask™ and inthe ~~return~~delivery ~~they~~of ~~will~~the ~~link~~solution ~~ePhoto~~to large and mid-market enterprise clients and to ~~theirs~~the government, institutional and healthcare sectors.

6We, through the auspices of an affiliate, are a vendor of IT services to the United States government under Schedule IT-70 of the US General Services Administration (GSA# GS 35F-0642V). This greatly facilitates the purchase capability of federal, state and local government by eliminating the need for product certification and public tender.

~~Table~~Additionally, we have joined ranks with Verizon Wireless (www.verizonwireless.com) as a Business Solutions Alliance Partner receiving the certification and endorsement of ~~Contents~~Verizon to its nationwide enterprise customer base. Verizon’s enterprise sales organization intends to use the GroveWare solution to encourage greater wireless enterprise usage and expansion of its wireless sales opportunities. Our management believes that, primarily through the active promotion by the over 5,000 strong Verizon sales and technical sales organization, its MobiTask™ subscription sales will expand rapidly through this carrier channel to almost 50,000 per year by 2015.

~~Competition~~We also enjoy the support of some of the largest hardware and enterprise software providers. Our company is a Research in Motion® Technology Partner, an authorized Apple iOS®, Android™ and Windows Mobile™ developer, and has ongoing partnerships with HP™, Oracle®, Kronos©, Samsung® amongst other leaders in the mobility and enterprise space.

WeWith ~~plan~~these strategic partnerships, management tobelieves ~~compete~~that ~~with~~we aare ~~number~~positioned offor ~~established~~significant ~~online~~revenue ~~stock~~growth. ~~image~~The ~~companies~~strategy ~~who~~behind ~~sell~~this ~~stock~~approach ~~images~~is to ~~visual~~leverage ~~content~~off ~~consumers~~of each partners’ market leadership. Apple® is the largest single tablet device manufacturer in ~~Asia~~the world. iPad® is dominating the tablet market and ~~internationally~~leading the charge into the enterprise use of these devices. ~~These~~Samsung ~~companies~~is ~~enjoy~~the ~~brand~~largest ~~recognition~~consumer ~~which~~electronics ~~exceeds~~company ~~that~~in the ofworld ~~our~~with ~~brand~~the ~~name~~largest global share of Android-based smartphone and ~~have~~tablet ~~significantly~~sales. ~~greater financial,~~RIM ~~distribution,~~is ~~advertising~~still the world leader in enterprise, Smartphone technology. Oracle is the largest software company in the world and ~~marketing~~Verizon ~~resources~~is ~~than~~America’s welargest dowireless telecommunications carrier. As a channel partner with all of these companies, ~~including:~~GroveWare is extremely well situated to rapidly expand its presence in the mobile enterprise marketplace.

~~Getty~~We, ~~Images~~both ~~has~~directly autilizing ~~user~~our ~~friendly~~own sales ~~website~~organization, ~~where~~and ~~its~~indirectly ~~vast~~through ~~inventory~~the ofVerizon ~~stock~~carrier ~~photographic~~channel, ~~images~~aim ~~may~~to betarget ~~previewed~~Verizon’s ~~and~~current ~~purchased~~clients byand ~~prospective~~future ~~customers~~prospects. ~~They have~~ ~~long~~By ~~standing~~targeting ~~business~~specific ~~relationships~~companies ~~with~~which ~~photographers and publishers and~~ are ~~the~~common ~~leading~~Verizon ~~supplier~~clients of ~~stock~~Oracle®, ~~images~~Microsoft®, ~~for~~RIM® ~~business~~ and/or ~~consumers with an archive of 70 million still images and illustrations and more than 30~~Apple®,~~000~~ ~~hours of stock film footage. The~~we ~~company~~believe ~~targets~~we 3can ~~markets:~~leverage ~~creative~~current ~~professionals~~client ~~(advertising~~investments and ~~graphic~~promote ~~design),~~greater ~~the~~customer ~~media~~productivity ~~(print~~ and ~~online~~return ~~publishing),~~on ~~and~~investment through ~~corporate~~the ~~communication~~use ~~departments for other businesses. The company generates revenue~~ of ~~approximately $807 million each year~~MobiTask™.

iStockphoto is an online, royalty free, international microstock photography provider operating with the micropayment business model. Images cost between 1 and 20 credits, depending on size (with credits ranging from $.96 to $1.30 each). The company was the pioneer for the microstock photography industry, and claims to be “the world’s fastest growing collection of original, independent, royalty-free images.” As of March 2008, the online photo library contains over 2.8 million images contributed by over 50,000 photographers. The company has over 3 million registered members (as of February 2008) that participate in Internet forums, a creative-network for keeping track of friends, and a peer review/rating system. They have a reputation for interacting with their member-base and discussing changes and new ideas openly before and after implementation, but they also have a reputation for censorship among some photographers. The company was acquired by Getty Images for $50 million in February 2006.6

~~ShutterStock~~Table ~~is a microstock photography website selling images by subscription. As~~ of February 2008, the company had more than 3 million royalty-free images available to subscribers, taken by more than 70,000 photographers. Subscribers can download up to 25 images per day (750 per month) and may continue to use the pictures even after their membership has expired. As of June 2007, the fee for subscribers began at $199 per month. Contributing photographers must apply before they are eligible to upload their images, and, once approved, can begin uploading their work through the website. They supply keywords, categorize the images, and submit them to inspection, where each image is examined to ensure that it meets the standards of quality, usefulness and copyright and trademark laws. Each time an image is downloaded, the photographer receives a flat rate of $.25 ($.30 if the photographer has reached $500 in lifetime earnings).Contents

~~Fotolia~~We ishave aspent ~~microstock~~the ~~photography~~last two years developing ~~agency~~and ~~that~~perfecting ~~provides~~the ~~means~~MobiTask™ ~~for~~and ~~worldwide~~eXFORMA ~~distribution~~products ofwhich ~~photographs,~~combine ~~through~~to ~~PayPal~~create ~~and~~a ~~Moneybookers.~~market-leading ~~Some~~enterprise-based ~~photographs~~mobile platform. We are ~~offered for~~now ~~free;~~bringing ~~those~~our ~~that~~application ~~are~~to ~~sold~~a ~~are~~very ~~priced~~receptive ~~from~~market $1and need capital to assupport ~~high~~the asrapid ~~$2,000.~~growth Asin sales expected to materialize with the combined efforts of ~~December~~our ~~2007,~~growing ~~Fotolia~~in-house ~~had~~sales ~~more~~and ~~than~~support ~~500~~organization,~~000~~ ~~members who~~and ~~had~~the ~~uploaded~~new ~~more~~business ~~than~~referrals being ~~2.7~~produced ~~million~~by ~~photographs~~Verizon and ~~graphic illustrations~~others.

~~Corbis~~To issupport athis ~~buyer/seller~~revenue ofexpansion ~~high-quality photography~~ and ~~film~~to ~~footage and related rights. It has a collection of over 100 million creative, entertainment and historic~~continue ~~images,~~to aenhance ~~comprehensive footage library, extensive rights~~ and ~~clearances~~develop ~~expertise, and a roster of elite assignment photographers. Corbis is privately owned by Bill Gates. It sells to over 50 countries, but since~~ its ~~founding~~product ~~in 1989~~offerings, ~~the~~we ~~company~~will ~~has~~need ~~never had a profitable year. Corbis claims~~ to ~~have~~raise ~~the broadest~~capital, ~~deepest~~ and ~~most~~intend ~~easily~~to ~~accessible~~explore ~~and~~various ~~searchable~~alternatives ~~collection~~to ~~of imagery~~secure ina ~~the~~minimum ~~world.~~investment Inof ~~June 2007~~$2,000,000 ~~Corbis~~(maximum ~~launched a microstock website~~$5,000,000) ~~SnapVillage.~~in ~~The company intended to use its microstock site as a farm club to find photographers who could also sell their photographs on~~ the ~~main~~form ~~Corbis~~of ~~website.~~subordinate ~~SnapVillage~~debt ~~offers two pricing models: per-image pricing like iStockphoto,~~ or ~~subscriptions~~equity ~~like those offered by ShutterStock~~financing.

7GroveWare’s Market Opportunity

~~Table~~The age of ~~Contents~~Information Technology had promised to bring about an era of paperless, virtual offices. Yet today most businesses and government agencies continue to be burdened by the inefficiency of paper -based processes. These archaic, manual transactions still exist in spite of a myriad of information technologies, chaining professionals to their desks in fear of failing to deliver on critical business needs/decisions within an acceptable amount of time. The continued reliance on paper and desk-bound activity resulted largely from the challenges associated with remote connectivity to the enterprise (i.e. the need for expensive laptop computers, a reliable internet connection and sophisticated VPN connectivity just to access and manage the most basic of enterprise functions).

WeThe ~~believe~~convergence of the Internet, tablet computing ~~that~~and ~~our~~wireless ~~website~~smartphones and tablets will ~~differ~~greatly enhance the growth and productivity of the world’s mobile workforce. These mobile workers, electronically-linked to their offices by cell phones, laptops, and handheld devices, (and now with the additional emergence of wireless tablets such and the iPad®, Playbook™, Galaxy® etc.), now comprise over 40% of the knowledge workforce. They are on the road, working closer to the customer, and telecommuting from ~~many~~home and all other ~~stock~~points ~~image~~between ~~services~~the corporate inoffice ~~several~~and ~~respects:~~the client environment. They are high-value employees, yet their time-productivity is often still minimized as they are forced to return to their offices to complete routine tasks such as signing off on documentation, approving tasks and collecting and transferring important business information.

~~Once~~There ~~established,~~is ~~our~~clearly ~~website~~a ~~will~~business need to effectively beand ~~open~~efficiently manage and support the mobile workforce. Specifically, there is a need to provide workforce management capabilities to all ~~photographers~~workers, ~~illustrators,~~regardless ~~cinematographers~~of their location or environment. Yet IT resources and ~~digital~~budgets ~~artists~~are ~~worldwide~~already ~~even~~stretched ifas ~~they~~companies ~~only~~try to ~~have~~deliver amore ~~small~~with ~~number~~less. Solutions must leverage existing infrastructure to support an increasingly diverse workforce. GroveWare’s ofproducts ~~marketable~~provide ~~images~~a ready, timely and cost-effective response to these needs.

WeWhile ~~plan~~working toin ~~function~~the ~~somewhat~~field ~~like a~~is ~~photographer's~~nothing ~~co-operative~~new, according ~~where members have access~~ to ~~common~~both ~~services~~International ~~that~~Data ~~are~~Corp. ~~not~~and ~~otherwise available to photographers on an individual basis: marketing services~~AT&T, athe ~~large~~North ~~pool~~American ofworkforce ~~clients,~~today ~~online~~includes ~~searchable~~more ~~database~~than of60 ~~images~~million ~~and monetary transaction~~mobile ~~processing capabilities~~workers. ~~While~~That ~~many~~number ~~photographers~~is ~~have~~projected ~~websites,~~to itgrow iswith ~~neither~~an ~~practical~~annual ~~nor~~10-15% ~~economically~~increase ~~feasible~~as ~~for~~telecommuting anoptions ~~individual photographer’s~~evolve ~~website~~with tothe ~~have~~explosive growth rate in the ~~kinds~~use of ~~capabilities~~smartphones ~~that~~and weother ~~provide~~wireless devices.

InBusinesses ~~a traditional stock agency, agency staff takes physical ownership and possession~~ of ~~the~~all ~~photographer's~~sizes ~~images~~are ~~and~~looking ~~perform the functions necessary~~ to ~~edit, digitize,~~mobile ~~upload~~technology ~~and~~to ~~catalog~~boost ~~them~~productivity. ~~With~~A ~~our~~survey ~~company,~~by ~~photographers~~the ~~will~~Advanced ~~retain~~Technology ~~possession~~Alliance ~~and~~revealed ~~control~~65% of ~~their~~businesses ~~images~~believe ~~and~~mobile dotechnology can ~~the~~help ~~editing, digitizing,~~them ~~uploading~~to better compete and ~~cataloging~~55% ofare ~~their~~looking ~~images~~to ~~themselves,~~mobile ~~resulting~~solutions in ~~reduced~~key ~~staff~~departments ~~requirements~~or ~~for~~across usthe ~~and~~entire ~~no need for~~organizations. ~~expensive~~Organizations ~~climate-controlled~~are ~~storage~~recognizing ~~facilities.~~the ~~This~~importance ~~should~~of ~~also~~mobile ~~results~~technology in ~~lower~~delivering ~~commission~~business ~~rates~~value, soincreasing ~~photographers~~operational ~~retain more~~efficiency ofand ~~the~~cutting ~~proceeds of the sale than with traditional stock agencies~~costs.

WeOur ~~plan~~market research and intelligence from toKronos, ~~compete~~Oracle, ~~primarily~~RIM onand ~~the~~Verizon ~~basis~~sales representatives reveal that millions of ~~quality,~~organizations ~~brand~~are ~~name~~looking ~~recognition~~for the same thing: a more efficient, secure and ~~price~~cost-effective way to process their workforce management tasks for mobile workers. WeIt ~~believe~~is a common trend that ~~our~~crosses ~~success~~the ~~will~~boundaries ~~depend~~of ~~upon our~~industry ~~ability~~sectors and extends to begovernment, ~~competitive~~healthcare, innon-for-profit ~~our~~institutions. ~~product~~An ~~areas~~increasingly mobile workforce requires increasingly-sophisticated and robust mobile solutions. ~~The~~These ~~failure~~organizations are ready to ~~compete~~make ~~successfully~~such inan investment because the ~~future~~resulting ~~could~~cost/time ~~result~~efficiencies inproduce aan ~~material deterioration~~attractive ofreturn ~~customer~~on ~~loyalty~~investment and ~~our~~assist ~~image~~productivity ~~and~~gains during ~~could~~a ~~have~~period aof ~~material~~time ~~adverse~~complicated ~~effect~~by onbudget ~~our~~cuts ~~business~~and staff reductions.

~~Intellectual Property~~7

~~Once~~Table ~~we determine~~of ~~the final format for our digital image transaction software and website, we intend to file for patent protection and/or copyright protection in China and other jurisdictions.~~Contents

We ~~intend to~~have ~~aggressively~~already ~~assert~~established ~~our~~partner ~~rights~~relationships with ~~under~~major ~~trade~~North ~~secret,~~American ~~unfair~~carriers ~~competition, trademark~~ and ~~copyright~~major ~~laws~~hardware tomanufacturers. ~~protect~~These ~~our~~relationships ~~intellectual property,~~are ~~including~~critical ~~software~~for ~~and~~jump-starting ~~website~~the ~~design,~~selling of ~~product~~wireless-based ~~research~~business ~~and~~solutions ~~concepts~~through ~~and~~these ~~recognized trademarks~~carriers. ~~These~~Currently, ~~rights~~we are ~~protected through~~working ~~the~~with ~~acquisition~~national ~~of patents~~ and ~~trademark~~regional ~~registrations,~~sales teams in the ~~maintenance~~USA, ofparticularly ~~trade~~focused ~~secrets,~~with ~~the~~Verizon ~~development~~Wireless’ offour ~~trade~~area ~~dress, and,~~data ~~where~~solution ~~appropriate,~~teams. ~~litigation~~The ~~against~~first ~~those~~phase ~~who~~was ~~are,~~started induring 2011 with our ~~opinion,~~training ~~infringing~~the ~~these~~Advance ~~rights~~Solution Architects within Verizon.

We ~~are~~saw ~~currently~~significant progress in training VerizonWireless ~~consulting~~sales ~~with~~teams. ~~law~~Our ~~firms~~commitment to ~~protect~~ our ~~brand~~channel ~~name~~partner ~~and~~to ~~software~~train ~~and~~their ~~website~~sale ~~design.~~teams ~~While~~awarded ~~there~~Groveware ~~can~~a bestrategic noposition ~~assurance~~with ~~that registered~~VerizonWireless. ~~trademarks~~We ~~will~~were ~~protect~~able ~~our~~to ~~proprietary~~reach ~~information~~out to over 1,000 wesales ~~intend~~executive toover ~~assert~~2012 with our ~~intellectual~~in-person ~~property~~and ~~rights~~online ~~against~~training. ~~any~~These ~~infringer.~~efforts are expected ~~Although~~to ~~any~~be ~~assertion~~doubled ofin ~~our~~2013, ~~rights~~with ~~can~~more ~~result~~effective intraining atools ~~substantial~~and ~~cost~~techniques. We are in process to, ~~and~~re-launch ~~diversion~~Groveware ofsolution ~~effort~~with each byvertical, ~~our~~complete ~~company,~~with ~~management believes~~vertical ~~that~~focus ~~the~~solutions, ~~protection~~enhanced ofmarketing ~~our~~materials, ~~intellectual~~web ~~property~~presences, ~~rights~~and isdaily asocial ~~key~~media ~~component~~feed targeting ofthe ~~our~~sales ~~operating~~teams ~~strategy~~and customers.

~~Regulatory Matters~~Targeting B2B Verticals:

We ~~are~~will ~~unaware of~~be recruiting and dodeploying ~~not~~a ~~anticipate~~roster of ~~having~~sales consultants to ~~expend~~market ~~significant~~our ~~resources~~software toproducts ~~comply~~and ~~with~~professional ~~any~~services ~~governmental~~and ~~regulations~~to ofprovide ~~the~~support ~~visual~~to ~~content industry.~~our Wecarrier ~~are~~and ~~subject~~hardware partners’ toB2B ~~the~~sales ~~laws~~teams and ~~regulations~~the ofmarketing ~~those~~initiatives ~~jurisdictions~~ in ~~which~~various webusiness ~~plan~~verticals. toWe ~~sell~~will ~~our~~assist ~~products,~~in ~~which~~delivering ~~are generally~~the ~~applicable~~MobiTask™ to business ~~operations,~~solution. ~~such~~Our assolution ~~business~~is ~~licensing~~a ~~requirements~~“horizontal play,” ~~income~~designed ~~taxes~~to ~~and~~be ~~payroll~~adaptable ~~taxes.~~for Inall ~~general, the development,~~industry ~~manufacture~~sectors, and ~~sale~~sophisticated ofenough ~~our~~to ~~products~~be inquickly ~~Asia~~customizable isat ~~not~~a ~~subject~~very tolow ~~special regulatory and/or supervisory requirements~~cost.

~~There~~The ~~are currently~~following ~~few~~verticals ~~laws~~are orcurrently ~~regulations directly applicable to commerce on the Internet. Due to the increasing popularity and use of~~being ~~the~~served ~~Internet, it is possible that a number of laws and regulations may be adopted~~ with ~~respect~~fully-implemented tosolutions ~~the~~or ~~Internet,~~have ~~relating~~deployed totest ~~issues such as user privacy, pricing, characteristics~~ and ~~quality~~trial ~~of products and services. A number of countries have enacted, or may enact, laws that regulate Internet content.~~initiatives:

8· Enterprise: Field Force automation

~~Table~~· ofSMB ~~Contents~~(small and medium enterprises) for field force automation

~~Employees~~· Federal and state government departments for inspections, licensing, surveys, investigative functions

~~Petra~~· Jaeger, our President and Director, devotes 10 to 15 hours per week to our business affairs as our employee. We do not have an employment agreement with Petra Jaeger. Aside from Petra Jeager, we do not have any full or part-time employees. Our President oversees all responsibilities in the areas of corporate administration, business development, and research. We intend to expand our current management to retain skilled directors, officers, and employees with experience relevant to our business focus. Petra Jeager is highly skilled in technical areas such as researching and developing our product, but not skilled in areas such as marketing our product and business management. Obtaining the assistance of individuals with and in-depth knowledge of operations and markets will allow us to build market share more effectively.Education

~~Environmental Laws~~· Health Care

We· ~~have not~~Armed ~~incurred and do not anticipate incurring any expenses associated with environmental laws.~~forces

~~Item 1A.~~· ~~Risk~~Construction ~~Factors.~~- HVAC service, electrical, plumbing, and sub-contractors

A· ~~smaller reporting company is not required to provide the information required by this Item.~~Insurance

~~Item 1B.~~· ~~Unresolved Staff Comments~~Financial

A· ~~smaller reporting~~Professional ~~company is not required to provide the information required by this Item.~~Services

~~Item 2.~~· ~~Properties~~Services industries

We· ~~maintain our corporate office at No. 181 Dragon Villas, No. 8 Shun An Nan Road, Shunyi County, Beijing, China.~~Transportation

~~Item~~Our objective is to use our wireless technology 3leadership to distinguish our company amongst other business software technology providers. ~~Legal~~We ~~Proceedings~~are actively looking to leverage our infrastructure to deliver unique productivity solutions and to promote itself to business clients, large and small, and to any organization looking for ways to leverage their existing technology investments and to deliver business value by way of increased productivity and profitability. MobiTask™ is a unique solution that appeals to all types of commercial and institutional clients. Our ability to provide access to mission critical enterprise applications from anywhere, anytime, from any mobile device has quickly becoming a critical, and distinctive, business advantage. Customers are rapidly recognizing the productivity potential of such a solution and are finally and aggressively adopting a more coordinated and comprehensive mobile strategy.

WeOur ~~are~~valued ~~not~~channel partner, Verizon Wireless, ahas ~~party~~already delivered dozens of key introductions to ~~any~~many ~~pending~~of ~~legal~~their ~~proceeding~~major clients. WeOver ~~are~~the ~~not~~past ~~aware~~few months, we have commenced an association with a very large number of ~~any~~clients ~~pending~~and ~~legal~~potential ~~proceeding~~clients implementing both production and trial solutions. GroveWare and Verizon Wireless are currently co-operating with over 100 new client initiatives including potential customers ranging from small plumbing and HVAC contractors to ~~which~~the ~~any~~U.S. Army and the U.S. Department of ~~our~~Agriculture. ~~officers,~~GroveWare’s ~~directors,~~initial introduction orto ~~any~~Verizon ~~beneficial~~Wireless ~~holders~~was oforchestrated 5%by orResearch ~~more~~in ofMotion ~~our~~(BlackBerry®) ~~voting~~and ~~securities~~this ~~are~~partnership ~~adverse~~has rapidly developed to usthe level orthat ~~have~~Verizon anow ~~material~~represents ~~interest~~the ~~adverse~~most significant component of GroveWare’s near-term “go-to-market” usstrategy (as more-fully described below).

~~Item 4. (Removed and Reserved)~~8

9Table of Contents

~~Table~~GroveWare’s ofPartner ~~Contents~~Strategy

~~PART~~As noted above, “Channel Partnering” IIis an essential aspect of our “Go-to-Market” success strategy. We partner with technology companies to ensure that our products are fully compliant with and take advantage of the best hardware features available in the market. We partner with telecom carriers to ensure that our market reach extends into every vertical, is well-designed, and well-executed. We partner with implementation specialists to ensure that our solutions are tailored to meet the needs of our clients and those of our partners. We partner with customers to deliver the best possible product and support to their business processes.

~~Item~~The GroveWare “Open Alliance Program” 5.is ~~Market~~our framework for ~~Registrant’s~~managing ~~Common~~relationships ~~Equity~~with technology companies, carriers and ~~Related~~implementation ~~Stockholder~~partners. ~~Matters~~It ~~and~~uses ~~Issuer~~industry best ~~Purchases~~practices to build partnerships that deliver predictable support across a wide range of ~~Equity~~opportunities ~~Securities~~– and establishes a basis for long term mutual success for itself and all partners.

~~Market~~In today’s Smartphone & Tablet marketplace, ~~Information~~mobile solutions, especially those targeted to enterprise customers are the product of collaboration across many different types of companies. Providers of platform technologies (i.e. operating systems such as Apple’s iOS®, Android™, Windows™, QNX® ), Smartphone and tablet manufacturers such as Apple®, Samsung®, BlackBerry®, Microsoft®, Motorola™, Fujitsu©, Panasonic© and carriers like Verizon Wireless, ATT and Sprint, are each service providers that help customers to deploy technology addressing business requirements, and finally, companies like GroveWare that design and deploy the unique software that links all these providers together, thus delivering a meaningful value proposition to the end user.

~~Our~~The ~~common stock~~GroveWare isOpen ~~currently~~Alliance ~~quoted~~Program onis ~~the~~designed to ~~OTC~~address ~~Bulletin~~the ~~Board~~present ~~(“OTCBB”),~~B2B ~~which~~market isreality. ~~sponsored~~Our byCompany ~~FINRA.~~program ~~The~~reaches ~~OTCBB~~out isto adifferent ~~network~~ types of ~~security~~technology ~~dealers~~companies, ~~who~~hardware manufacturers, ~~buy~~carriers and ~~sell~~implementation ~~stock.~~partners ~~The~~to ~~dealers~~enable ~~are~~them ~~connected~~to bypartner aseamlessly ~~computer~~with ~~network~~GroveWare ~~that~~and ~~provides~~with ~~information~~each onother. ~~current~~This ~~"bids"~~ensures ~~and~~that ~~"asks",~~we aswork ~~well~~concurrently asand ~~volume~~cohesively ~~information.~~to ~~Our~~meet ~~shares are quoted on~~ the ~~OTCBB~~needs ~~under~~of the ~~symbol “EPHO~~customer.~~OB.”~~

~~The~~With ~~following table~~our ~~sets~~partners, ~~forth~~we are looking to establish and maintain the ~~range~~market ofreach, ~~high~~domain expertise, technological and ~~low~~business ~~bid~~innovation ~~quotations~~and ~~for~~cost ~~our~~efficiencies ~~common~~that ~~stock~~only ~~for~~leveraging strong ~~each~~partnerships ofcan ~~the~~provide. ~~periods~~We ~~indicated~~are ascommitted ~~reported~~to by attracting and managing the ~~OTCBB.~~right ~~These~~relationships ~~quotations~~with ~~reflect~~technology ~~inter-dealer~~and ~~prices,~~service firms ~~without~~in ~~retail~~a ~~mark~~structure that creates a long-~~up,~~term ~~mark~~and mutually-~~down~~profitable orrelationship. ~~commission~~We ~~and~~have ~~may~~partnered ~~not~~with ~~necessarily~~Verizon Wireless, and ~~represent~~multiple ~~actual~~key ~~transactions~~hardware vendors to provide integrated solutions to each client.

Fiscal Year Ending April 30, 2011
Quarter Ended	High $	Low $
April 30, 2011	n/a	n/a
January 31, 2011	n/a	n/a
October 31, 2010	n/a	n/a
July 31, 2010	n/a	n/a

These relationships provide us with access to a larger client base and increase the market exposure of our technology. In exchange, we provide the technology and applications that partners can use to deliver complete enterprise solutions to their clients. The use of MobiTask™, for example, provides Verizon the ability to offer a full-scale wireless solution to their clients that they would otherwise not be able to provide which, in turn, increases Verizon’s competitive position and drives revenues.

Fiscal Year Ending April 30, 2010
Quarter Ended	High $	Low $
April 30, 2010	n/a	n/a
January 31, 2010	n/a	n/a
October 31, 2009	n/a	n/a
July 31, 2009	n/a	n/a

The benefits of a partnership with GroveWare to current and future partners include:

~~Penny~~With MobiTask™, partners can expand their customer footprint ~~Stock~~by offering software, services and solutions in the rapidly growing web-based and wireless business automation market;

~~The~~With ~~SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00~~MobiTask™, ~~other~~partners ~~than~~can ~~securities~~expand ~~registered~~their oncustomer ~~certain national securities exchanges~~footprint ~~or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided~~ by ~~the~~offering ~~exchange~~solutions ~~or system. The penny stock rules require a broker-dealer, prior to a transaction~~ in ~~a penny stock, to deliver a standardized risk disclosure document prepared by~~ the ~~SEC,~~mobile ~~that: (a) contains a description of the nature~~ and ~~level of~~wireless ~~risk in the market for penny stocks in both public offerings and secondary trading~~markets; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

~~The~~With ~~broker-dealer also~~MobiTask™, ~~must~~partners provide, ~~prior to effecting any transaction in a penny stock~~high-speed, ~~the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker~~high-~~dealer~~profit, ~~and its salesperson in the transaction; (c) the number of shares to which~~high-value ~~such~~solutions ~~bid~~for ~~and~~faster ~~ask~~billing ~~prices apply~~schedules, orimproved ~~other~~customer ~~comparable~~satisfaction ~~information relating to the depth~~ and ~~liquidity~~higher ofmargins, ~~the~~especially ~~market~~on ~~for~~fixed-price ~~such stock~~solutions; ~~and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.~~

10MobiTask™ offers the advantage of rapid prototyping demo solutions with testing and prototype deployed in days, not months, for a fraction of the cost;

~~Table~~MobiTask™ ofminimizes ~~Contents~~the effort to integrate disparate technologies by using a single platform with a “No Assembly Required” approach – fewer moving parts and no vendor conflicts;

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.9

~~These~~Table ~~disclosure requirements may have the effect~~ of ~~reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.~~Contents

~~Holders of~~Partners ~~Our~~can ~~Common~~engage ~~Stock~~our broader talent base to deliver high-value, high-margin services/solutions;

AsOur ofpartners ~~April 30,~~grow ~~2011,~~intellectual wecapital ~~had~~on ~~7,750,000~~vertical ~~shares~~solutions ofby ~~our~~accessing reusable ~~common~~application ~~stock~~components ~~issued~~that ~~and~~can ~~outstanding,~~be ~~held~~easily bymodified 30and ~~shareholders~~re-packaged offor ~~record.~~other clients;

~~Dividends~~Our partners are able to demonstrate to their clients, knowledge leadership in the area of web-based and wireless BPM automation; and

~~The~~Our ~~Company has~~partners ~~not~~provide ~~declared,~~their orcustomers ~~paid,~~with ~~any~~market-leading ~~cash~~wireless access ~~dividends~~to ~~since~~backend ~~inception~~applications ~~and~~for ~~does~~clients ~~not~~with ~~anticipate~~highly ~~declaring~~mobile ~~or paying a cash dividend for the foreseeable future~~workforce.

~~Nevada~~The ~~law prohibits~~benefits ~~our~~of ~~board from declaring or paying~~ a ~~dividend~~partnership ~~where, after giving effect~~ to ~~such~~us a dividend, (i) we would not be able to pay our debts as they came due in the ordinary course of our business, or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the rights of any creditors or preferred stockholders.include:

~~Securities Authorized~~Expansion ~~for~~of ~~Issuance~~our ~~under~~market ~~Equity~~coverage ~~Compensation~~through ~~Plans~~various partners in different geographies and business verticals;

WeLeverage doof ~~not~~our partners’ domain expertise in specific industries ~~have~~to ~~any~~develop ~~equity~~re-usable, ~~compensation~~re-marketable ~~plans.~~solutions on the MobiTask™ platform;

~~Item~~Enables technology and business innovation to allow MobiTask™ 6.to ~~Selected~~be ~~Financial~~the ~~Data~~platform of choice to solve critical and valuable business problems; and

AProvides ~~smaller reporting~~expansion ~~company~~of istechnological ~~not~~and ~~required~~business toinnovation ~~provide~~opportunities that ~~the~~only ~~information~~partners ~~required~~can ~~by this Item~~provide.

~~Item~~In order for MobiTask™ to reach the 7marketplace quickly and efficiently, we determined our need for high profile channel partners. ~~Management’s~~Channel ~~Discussion~~partners can move products to market faster and ~~Analysis~~more ofcost-efficiently ~~Financial~~than ~~Condition~~we could ever achieve independently. Furthermore, each channel partner has the service, support and ~~Results~~systems in place to ensure a high degree of ~~Operations~~customer satisfaction. However, to take advantage of these marketing channels, and to manage more than the existing channels, we require a significant additional investment in partner infrastructure (specifically, dedicated business development and sales/customer support staff) to make it expedient for partners to work with us.

~~Forward~~We have identified 4 essential channel partner categories for our go-~~Looking~~to-market strategy: (i) carrier partners; (ii) system integrators (iii) technology partners and (iv) hardware ~~Statements~~partners. Within each of these categories, we have developed, and are continuing to develop, strategic relationships with a variety of partners like Verizon Wireless, Apple®, RIM®, Samsung®, and Oracle®. In each of these relationships, our role will be to provide our core technologies i.e. eXFORMA BPM Suite, Mobile Task Manager and MobiTask™ as ‘Out-of-the Box” solutions that compliment each partner’s offerings and provides them with incremental revenue opportunities. RIM® does not sell to any of its client directly; all BlackBerry® devices are sold through carriers such as Verizon Wireless, ATT, Sprint, and 500 other carriers worldwide. Applications on smartphones are built and delivered by mobile solution ISV partners, either direct to clients, or through carrier partnerships. Our strategy to partner with telecommunications carriers is intended to take full advantage of the existing carrier relationship with its customers, by providing a unique mobile product that delivers a value-added solution to the catalogue of carrier data plans and applications.

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.Competition

11In order to fully comprehend our competitive position, first we need to understand the market that we are competing in and the capabilities of competing players in that particular market. MobiTask provides a unified platform for e-forms, workflow, e-docs, and time and attendance (time sheets) applications on ALL smartphones and ALL tablets thus extending enterprise applications to mobile users via its eXFORMA server-side BPM Suite. In other words, we provide solutions both for the WEB via smart dynamic electronic forms that are instantly extendable to any wireless smartphone or tablets i.e. build once and deploy everywhere, to any device: iPhone®, iPad®, BlackBerry®, Playbook™, Android™, Galaxy®, Motorola, Windows Mobile™, and Tablet PCs.

~~Table of Contents~~10

~~Results of~~Table ~~Operations for the Years Ended April 30, 2011 and 2010, and Period from September 20, 2007 (Date~~ of ~~Inception) until April 30, 2011~~Contents

WeThe ~~generated~~competitive landscape for our products noand ~~revenue~~technologies is highly fragmented. There are many companies that support a single area of the business. For example, some specialize in web forms applications, other just workflow engines, while other competitors are platform-based. The latter includes major software and technology development companies, mobile software providers, and many more. There are many companies which provide custom-made solutions on their platform, and there are others that are focused on industry-specific verticals. There are many and diverse products in the market with a wide range of capabilities that can be used as platforms for building business process solutions, but are designed to be used only on an internal network or on the ~~period~~web. ~~from~~In ~~September~~this 20category of “build and deploy,” ~~2007~~we ~~(Date~~compete with software publishers of ~~Inception~~electronic forms and workflow. The competition in electronic forms includes major players such as IBM (Filenet e-forms - just recently discontinued), ~~until~~Adobe ~~April~~(Adobe 30PDF forms server), ~~2011~~Oracle Forms and Microsoft (Infopath) as well as many smaller players. In the workflow space market there are again many major players including Microsoft, IBM and BEA.

~~Our~~With ~~operating expenses~~our ~~were~~flagship ~~$28~~MobiTask product,~~626~~ ~~for~~we ~~the~~encounter competition ~~year~~in ~~ended~~two ~~April~~areas ~~30,~~at ~~2011,~~the ~~compared~~platform level, with ~~$23,429~~companies ~~for~~such ~~the~~as ~~year~~Dexterra ~~ended~~and ~~April~~Pyxis ~~30,~~Mobile ~~2010,~~which ~~and~~have ~~$58,677~~similar server platforms ~~from~~as ~~September~~GroveWare’s 20eXFORMA allowing connectivity to back-end applications with a wireless client application. As well, ~~2007~~there are ~~(Date~~companies ofthat ~~Inception)~~provide toonly ~~April~~Mobile 30forms with limited capabilities. In these categories there are Pronto Forms, ~~2011~~Canvas, Actsoft, Formotus. ~~Our~~The ~~operating~~key ~~expenses~~differentiating ~~for~~factor ~~all~~and ~~periods~~competitive ~~was~~advantage ~~mostly~~we ~~attributable~~enjoy is that MobiTask is focused on solutions which are end-to-end ~~professional~~with ~~fees~~full ~~associated~~and ~~with~~simple ~~the~~integration ~~initial~~to ~~development~~ERP ofsystems ~~our~~such ~~business~~as KRONOS, ~~legal~~Oracle, SAP and ~~accounting~~PeopleSoft, ~~expenses~~or inany ~~connection~~proprietary ~~with~~ERP, ~~this~~and ~~registration~~are ~~statement~~capable of managing a limitless variety of workflow tasks, ~~and~~whether ~~consulting~~related ~~fees~~to field level work management, HR functions, financial transactions etc.

WeA ~~recorded~~common theme throughout the industry, and amongst our competitors, is that a ~~net~~complete ~~loss~~BPM ofsolution ~~$30,193~~is ~~for~~available only through the ~~year~~exhaustive ~~ended~~and ~~April,~~expensive 20building and assembling of many different components and modules, ~~2011~~such as a separate studio to build electronic forms, ~~compared~~a ~~with~~different ~~$23~~application to build workflows,~~429~~ ~~for~~and then a web application to host and manage the ~~year~~BPM ~~ended~~solution. ~~April~~Our 30eXFORMA BPM Suite, ~~2010~~however, is an all-in-one platform and there is “no assembly required.” WeThis ~~recorded~~differentiating factor drastically narrows the competitive field. That field ais ~~net~~further ~~loss~~reduced ofwhen ~~$61,412~~we ~~from~~understand ~~September~~how ~~20,~~simple ~~2007~~and ~~(Date~~quickly ofeXFORMA’s ~~Inception)~~can be integrated with the enterprise’s “back-end” or an existing ERP system. Our eXFORMA’s ability to ~~April~~integrate ~~30,~~with ~~2011~~any major ERP system makes the product best of the breed and highly competitive.

~~Liquidity~~MobiTask is a one-of-a-kind data collection, workflow task management, and ~~Capital~~process ~~Resources~~automation solution. We have developed industry-specific solutions as well as vertical-specific solutions. Our solutions are highly desirable with government’s diverse need for mobilizing and automating all types of inspection, licensing and field data collection applications. In response to this need, our MobiTask application has significant competitive advantages since it is highly flexible, highly adaptable to all types of departmental or agency needs, and more importantly, is comparatively inexpensive and can be installed and operational within two or three weeks versus other custom made solutions that are very expensive and typically take many months, if not years, to develop and deploy.

AsIn ofthe ~~April~~construction industry, or in service 30industries such as HVAC, ~~2011~~plumbing, electrical etc., we ~~had~~compete ~~total~~with ~~current~~industry-specific ~~assets~~applications ofwith ~~$2,~~specific ~~consisting~~task ofcapabilities that ~~Cash~~may or may not have a mobility component. We ~~had~~provide ~~current~~customers ~~liabilities~~a aswide range of ~~April~~task 30solutions from a single application, which ~~2011~~can operate on many different devices and can be easily customized to suit the specific needs of ~~$53,622~~the client. ~~Thus, we~~We have a ~~working~~superior solution ~~capital~~for ~~deficit~~delivering ofa ~~$53~~mobile work order management solution with workflow,~~620~~ ascomplete ofwith ~~April~~a 30time and labor module, ~~2011~~and e-docs.

~~Operating activities~~Our ~~used~~solution ~~$31,141~~also inallows ~~cash~~the ~~for~~customer ~~the~~to ~~period~~adapt their ~~from~~paper-based ~~September~~processes 20to a mobile environment, ~~2007~~with ~~(Date~~the ofbusiness ~~Inception)~~process ~~until~~information ~~April~~captured ~~30,~~in ~~2011.~~a ~~Our~~real ~~net~~time transaction. ~~loss~~Customers ofcan ~~$61,412~~leap ~~offset~~forward byfrom ~~$30,271~~a inpaper-based ~~accounts~~business ~~payable~~into ~~and~~twenty-first ~~accrued~~century ~~liabilities~~business ~~was~~processes ~~the~~technology ~~sole~~in ~~basis~~a ofsingle ~~our~~step, thereby ~~negative~~generating ~~operation cash~~enormous ~~flow~~operational and financial efficiencies. ~~Financing~~MobiTask ~~activities~~provides ~~during~~a unified platform on the ~~period~~smartphone or tablet for extending workflow tasks from ~~September~~multiple ~~20,~~client-side ~~2007~~enterprise ~~(Date~~software ofapplications ~~Inception)~~on ~~until~~a ~~April~~single ~~30,~~client ~~2011~~interface. ~~generated~~MobiTask ~~$31,143~~users incan ~~cash~~execute ~~during~~tasks ~~the~~or ~~period,~~initiate ~~represented~~new byones ~~$7,792~~simultaneously ~~from~~on ~~the~~any ~~proceeds~~application ofsuch ~~sales~~as ofOracle® ~~our~~e-Business ~~common~~Suite™, ~~stock~~PeopleSoft™, SharePoint™ and ~~advances~~Kronos® ~~from~~Workforce ~~a shareholder~~Central™. ofUsers ~~$23~~can wirelessly clock-in/out,~~351.~~ ~~The~~approve ~~advances~~and ~~are~~initiate ~~non~~workflow tasks, or use dynamic e-~~interest~~Forms ~~bearing~~for inspections, licensing and ~~have~~data nocollection ~~specified~~all ~~terms~~from oftheir ~~repayment~~smartphones.

We expect to spend approximately $20,000 to implement our business plan over the coming year. Our accounting, legal and administrative expenses for the next twelve months are anticipated to be $30,000.11

AsTable of April 30, 2011, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.Contents

~~Going~~With the massive market penetration of iPhone®, ~~Concern~~iPad®, Android™, and BlackBerry®, mobile applications are becoming much more prevalent. Businesses are starting to look for opportunities to leverage mobile investments and MobiTask is uniquely positioned in that it can provide an access level to any enterprise application leveraging not only corporate mobile investments but also ERP and other application investments as well. The dynamic ease of use and low operational costs, allow businesses to see near instant return on their investment.

WeOur ~~have negative~~channel ~~working~~partners ~~capital,~~and ~~have~~customers ~~incurred~~tell ~~losses~~us that ~~since~~there ~~inception,~~is ~~and~~no ~~have~~other ~~not~~productive ~~yet~~available ~~received~~with ~~revenues~~such ~~from~~a ~~sales~~wide range of ~~products~~capability, orflexibility, ~~services. These~~ease ~~factors~~of ~~create~~installation ~~substantial~~and ~~doubt~~cost ~~about~~effectiveness. We ~~our~~will ~~ability~~continue to ~~continue~~invest asinto anew ~~going~~research ~~concern.~~and ~~The~~development ~~financial~~efforts ~~statements~~to doenhance ~~not~~technology ~~include any adjustment~~ that ~~might~~will bestrengthen ~~necessary~~our iftechnical competency weand ~~are~~competitive ~~unable to continue as a going concern~~leadership.

~~Our~~Government ~~ability to~~Approval ~~continue as a going concern is dependent on generating cash from the sale of our common stock~~ and~~/or~~ obtaining debt financing and attaining future profitable operations. Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.Regulation

~~Off~~Our ~~Balance~~products are subject to government regulation ~~Sheet~~in ~~Arrangements~~many areas, including user privacy, telecommunications, data protection, and more. The application of these laws and regulations to our business is often unclear and sometimes may conflict. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, advertising, and others will apply. Nonetheless, laws and regulations directly applicable to the Internet, communications, commerce and advertising are becoming more prevalent. Due to the increasing popularity and use of the Internet, it is possible that laws and regulations may be adopted covering issues such as user privacy, content, quality of products and services and much more. Further, the growth and development of the market for e-commerce may prompt calls for more stringent consumer protection laws, both in the United States and abroad, which may impose additional burdens on companies conducting business online. Compliance with these regulations may involve significant costs or require changes in business practices that result in reduced revenue. Noncompliance could result in penalties being imposed on us or orders that we stop the alleged noncompliant activity.

AsCurrently, ofwe ~~April 30,~~do ~~2011,~~not ~~there~~need ~~were~~government noapproval in ~~off~~connection ~~balance~~with ~~sheet~~our ~~arrangements~~products or services.

12Employees

~~Table~~As of ~~Contents~~the date of this Annual Report, we have one full-time employee, Mr. Hrair Achkarian.

~~Item 7A.~~Corporate ~~Quantitative and Qualitative Disclosures About Market Risk~~History

AOn ~~smaller~~April 6, 2012, we entered into an Agreement ~~reporting~~and ~~company~~Plan isof ~~not~~Merger ~~required~~(the “Merger Agreement”) with GroveWare Technologies Ltd., a privately held Delaware corporation (“GroveWare”) and ePhoto Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of our company (“Acquisition Sub”), pursuant to ~~provide~~which GroveWare merged with and into Acquisition Sub (the ~~information~~“Merger”) ~~required~~with bythe ~~this~~filing ~~Item~~of the Articles of Merger with the Nevada Secretary of State on April 9, 2012 and became a wholly-owned subsidiary of our company. In accordance with the terms of the Merger Agreement, at the closing an aggregate of 21,500,000 shares of the our common stock were issued to the holders of GroveWare’s common stock in exchange for their shares of GroveWare. Each of us, GroveWare and Acquisition Sub provided customary representations and warranties, pre-closing covenants and closing conditions in the Merger Agreement.

~~Item~~Immediately following the closing of the Merger 8.Agreement, ~~Financial~~under ~~Statements~~the terms of an Assignment of Assets Agreement (the “Assignment Agreement”), we transferred all of our pre-Merger assets and ~~Supplementary~~liabilities ~~Data~~(the “Split-Off”) to our former officer and director, Yong Feng Sara Yi, and shareholder, Namuun Ganbaatar, in exchange for certain indemnifications, waivers and releases, along with the cancellation of an aggregate of 5,600,000 shares of our common stock and the cancellation of related party loans in the amount of $39,154.

~~Index to~~Item ~~Financial~~2. ~~Statements Required by Article 8 of Regulation S-X:~~Properties

Audited Financial Statements:
F-1	Report of Independent Registered Public Accounting Firm
F-2	Consolidated Balance Sheets as of April 30, 2011 and 2010
F-3	Statements of Operations for the Years Ended April 30, 2011 and April 30, 2010 and period from inception (September 20, 2007) to April 30, 2011
F-4	Statement of Stockholders’ Equity (Deficit) for period from inception (September 20, 2007) to April 30, 2011
F-5	Statements of Cash Flows for the Years Ended April 30, 2011 and April 30, 2010 and period from inception (September 20, 2007) to April 30, 2011
F-6	Notes to Financial Statements

Currently, we do not own any real estate. Our principal executive offices are located at 1006 - 20 Eglinton Ave. W., Toronto, Ontario, Canada M4R 1K8. Our current leased facility is in its last year of a 5 year contract (expires December 31st 2013). We believe we will be looking to move from our current facility in 2014. We believe that our properties are adequate for our current needs, but growth potential may require larger facilities due to anticipated addition of personnel. We do not have any policies regarding investments in real estate, securities or other forms of property.

1312

Table of Contents

~~Silberstein~~Item ~~Ungar,~~3. ~~PLLC~~Legal ~~CPAs and Business Advisors~~Proceedings

~~Phone~~We ~~(248)~~are ~~203-0080~~not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

~~Fax~~Item ~~(248)~~4. ~~281-0940~~Mine Safety Disclosures

~~30600~~Not ~~Telegraph Road, Suite 2175~~applicable.

~~Bingham~~PART ~~Farms, MI 48025-4586~~II

~~REPORT~~Market ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Information

ToOur common stock is quoted under the ~~Board~~symbol “GROV” ofon ~~Directors~~the OTCQB operated by OTC Markets Group, Inc. Only a limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder may be unable to resell his securities in our company.

~~ePhoto~~The ~~Image~~following tables set forth the range of high and low prices for our common stock for the each of the periods indicated as reported by the OTCQB. These quotations reflect inter-dealer prices, ~~Inc~~without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Beijing, China

Fiscal Year Ending December 31, 2012
Quarter Ended		High $		Low $
	December 31, 2012		1.20		0.23
	September 30, 2012		0.26		0.26
	June 30, 2012		n/a		n/a
	March 31, 2012		n/a		n/a

We have audited the accompanying balance sheets of ePhoto Image, Inc. as of April 30, 2011 and 2010, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended and the period from September 20, 2007 (date of inception) to April 30, 2011. These financial statements are the responsibility of the Companies management. Our responsibility is to express an opinion on these financial statements based on our audits.

Fiscal Year Ending December 31, 2011
Quarter Ended		High $		Low $
	December 31, 2011		n/a		n/a
	September 30, 2011		n/a		n/a
	June 30, 2011		n/a		n/a
	March 31, 2011		n/a		n/a

WeOn ~~conducted~~April 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have15, ~~nor were we engaged to perform~~2013, anthe ~~audit~~last ofsales ~~its~~price ~~internal control over financial~~per ~~reporting.~~share ~~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 includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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~~common ~~provide~~stock awas ~~reasonable basis for our opinion~~$0.09.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ePhoto Image, Inc., as of April 30, 2011 and 2010 and the results of their operations and cash flows for the years then ended and for the period from September 20, 2007 (date of inception) to April 30, 2011, in conformity with accounting principles generally accepted in the United States.13

~~The~~Table accompanying financial statements have been prepared assuming that ePhoto Image, Inc. will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has incurred losses from operations, has limited working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 7. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.Contents

~~/s/~~Penny ~~Silberstein Ungar, PLLC~~Stock

~~Silberstein~~The ~~Ungar~~SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, ~~PLLC~~other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

~~Bingham~~The ~~Farms~~broker-dealer also must provide, ~~Michigan~~prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.

~~August~~In 16addition, ~~2011~~the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

~~F-1~~These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.

~~Table~~Holders of ~~Contents~~Our Common Stock

~~ePHOTO~~As ~~IMAGE~~of April 16, ~~INC~~2013, we had 61,500,000 shares of our common stock issued and outstanding, held by 20 shareholders of record, not including those held in street name.

~~(A DEVELOPMENT STAGE COMPANY)~~Dividends

~~BALANCE~~We ~~SHEETS~~currently intend to retain future earnings for the operation of our business. We have never declared or paid cash dividends on our common stock, and we do not anticipate paying any cash dividends in the foreseeable future.

ASIn OFthe ~~APRIL~~event 30that a dividend is declared, ~~2011~~common ~~AND~~stockholders ~~2010~~on the record date are entitled to share ratably in any dividends that may be declared from time to time on the common stock by our board of directors from funds legally available.

	2011			2010
ASSETS
Current Assets
Cash and equivalents	$	2		$	2
TOTAL ASSETS	$	2		$	2
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	30,271		$	7,528
Note payable – related party		23,351			15,901
Total Liabilities		53,622			23,429
Stockholders’ Deficit
Common Stock, $.001 par value, 90,000,000 shares authorized, 7,750,000 shares issued and outstanding		7,750			7,750
Preferred Stock, $.001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding		0			0
Additional paid-in capital		42			42
Deficit accumulated during the development stage		(61,412	)		(31,219	)
Total stockholders’ deficit		(53,620	)		(23,427	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2		$	2

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

~~See~~1. ~~accompanying~~We ~~notes~~would not be able to ~~financial~~pay ~~statements.~~our debts as they become due in the usual course of business; or

F-2. Our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

~~Table of Contents~~14

~~ePHOTO~~Table ~~IMAGE,~~of ~~INC.~~Contents

(ASecurities ~~DEVELOPMENT~~Authorized ~~STAGE~~for ~~COMPANY)~~Issuance under Equity Compensation Plans

~~STATEMENTS~~On OFJuly ~~OPERATIONS~~9, 2012, our Board of Directors adopted the 2012 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to attract and retain the best available personnel for positions of substantial responsibility with us, to provide additional incentive to employees, directors and consultants, and to promote our success. Under the Plan, we may issue up to an aggregate total of 33,000,000 incentive or non-qualified options to purchase our common stock. As of December 31, 2012, we have not issued any options under the Plan.

~~FOR~~Recent ~~THE~~Sales ~~YEARS~~of ~~ENDED~~Unregistered ~~APRIL 30, 2011 AND 2010~~Securities

~~FOR THE PERIOD FROM SEPTEMBER 20, 2007 (INCEPTION) TO APRIL 30, 2011~~None

	Year ended April 30, 2011			Year ended April 30, 2010			Period from September 20, 2007 (Inception) to April 30, 2011
REVENUES	$	0		$	0		$	0
EXPENSES
Professional fees		28,446			21,353			56,332
Registration and filing fees		180			250			765
General and administrative expenses		0			650			1,580
TOTAL OPERATING EXPENSES		28,626			23,429			58,677
LOSS FROM OPERATION		(28,626	)		(22,253	)		(58,677	)
OTHER INCOME (EXPENSE)		(1,567	)		(1,176	)		(2,735	)
LOSS PRIOR TO INCOME TAXES		(30,193	)		(23,429	)		(61,412	)
PROVISION FOR INCOME TAXES		0			0			0
NET LOSS	$	(30,193	)	$	(23,429	)	$	(61,412	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.00)		$	(0.00)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: BASIC AND DILUTED		7,750,000			7,750,000

Item 6. Selected Financial Data

~~See~~A ~~accompanying~~smaller ~~notes~~reporting company is not required to ~~financial~~provide ~~statements~~the information required by this Item.

~~F-3~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Table~~Forward-Looking ~~of Contents~~Statements

~~ePHOTO~~Certain ~~IMAGE~~statements, ~~INC~~other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

(AResults ~~DEVELOPMENT~~of ~~STAGE~~Operations ~~COMPANY)~~for the Years Ended December 31, 2012 and 2011

~~STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)~~Revenues

~~PERIOD~~We ~~FROM~~generated ~~SEPTEMBER 20~~$140,418 ~~2007~~in ~~(INCEPTION)~~revenues for the TOyear ~~APRIL~~ended 30December 31, 2012, as compared with $109,024 for the year ended December 31, 2011 .

	Common Stock				Additional Paid		Deficit Accumulated During the Development
	Shares		Amount		in Capital		Stage			Total
Balance, September 20, 2007 (Inception)		—	$	0	$	0	$	0		$	0
Net loss for the period ended April 30, 2008		—		—		—		0			0
Balance, April 30, 2008		—		0		0		0			0
Common stock issued for cash during		7,750,000		7,750		42		—			7,792
Net loss for the year ended April 30, 2009		—		—		—		(7,790	)		(7,790	)
Balance, April 30, 2009		7,750,000		7,750		42		(7,790	)		2
Net loss for the year ended April 30, 2010		—		—		—		(23,429	)		(23,429	)
Balance, April 30, 2010		7,750,000		7,750		42		(31,219	)		(23,427	)
Net loss for the year ended April 30, 2011		—		—		—		(30,193	)		(30,193	)
Balance, April 30, 2010		7,750,000	$	7,750	$	42	$	(61,412	)	$	(53,620	)

Our revenues for all periods resulted primarily from the provision of professional services and user subscriptions to smaller enterprises and from proof-of-concept and trial installations with several state and federal government agencies.

~~See~~As ~~accompanying~~the ~~notes~~company tomore ~~financial~~fully implements its sales ~~statements.~~and marketing plan during the first half of 2013, we expect that our business model will generate revenue from four primary sources:

F1. License Sales -4 eXFORMA BPM Server and MTM Server license as well as per seat licenses for MobiTask, eXFORMA and MTM.

~~Table~~License fees are expected to be generated from traditional, paid-up software licenses primarily sold as a result of ~~Contents~~referral from non-carrier partners and from leads generated by our inside sales team. Software license fee revenue is projected to grow from approximately $25,000 in 2012 to $390,000 by 2015. The average enterprise software license fee for eXFORMA is $49,000 per server installation. MTM is sold as a combination server component and per user license. The average server cost is $8,000 per implementation and $120-$150 perpetual license per MobiTask seat.

~~ePHOTO IMAGE, INC.~~15

(ATable ~~DEVELOPMENT~~of ~~STAGE COMPANY)~~Contents

~~STATEMENTS~~2. OFLicense ~~CASH~~Subscription ~~FLOWS~~Sales – Primarily through the carrier channel, annual and multi-year subscriptions provide us with recurring revenue based on a monthly per user fee.

~~FOR~~During ~~THE~~the ~~YEARS~~next ~~ENDED~~twelve ~~APRIL~~months, 30the U.S. outbound Business Development Managers will primarily support and develop leads initiated or referred through the carrier relationship, initially ~~2011~~Verizon ~~AND~~Wireless, ~~2010~~but anticipated to expand to the other major U.S. carriers and wireless hardware providers. Monthly software license fees are targeted at $19.99 to $24.99 per user based on a two year subscription. We are currently negotiating with Verizon to have these fees collected by the carrier together with its other wireless charges and remitted to us monthly en masse. Initially, we expect monthly subscription sales to be minimal, with the hope of $2,000 monthly by the end of Q4 of 2013.

~~FOR~~Gross ~~THE~~revenues ~~PERIOD~~from ~~FROM~~carrier ~~SEPTEMBER~~channel ~~20,~~subscription sales ~~2007~~are ~~(INCEPTION)~~projected to grow rapidly to $2.6 million in 2013 and increasing to in excess of $11.4 million by 2015. Management believes TOthat ~~APRIL~~these ~~30,~~numbers ~~2011~~are very conservative given the size of the carriers’ enterprise customer base and the overall market potential.

	Year ended April 30, 2011			Year ended April 30, 2010			Period from September 20, 2007 (Inception) to April 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(30,193	)	$	(23,429	)	$	(61,412	)
Change in assets and liabilities:
Accounts payable and accrued liabilities		22,743			7,528			30,271
CASH FLOWS USED BY OPERATING ACTIVITIES		(7,450	)		(15,901	)		(31,141	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sales of common stock		0			0			7,792
Proceeds from note payable – related party		7,450			15,901			23,351
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		7,450			15,901			31,143
NET INCREASE IN CASH		0			0			2
Cash, beginning of period		2			2			0
Cash, end of period	$	2		$	2		$	2
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	0		$	1,176		$	1,176
Cash paid for income taxes	$	0		$	0		$	0

3. Support Fees - Annual recurring revenue from maintenance, subscription fees, seat upgrades and product support services.

~~See~~Recurring ~~accompanying~~revenue ~~notes~~is expected to ~~financial~~be ~~statements~~generated from annual technical support and maintenance fees (including seat upgrade fees) and service fees. Recurring revenue from these sources is projected to grow from approximately $15,000 in 2012 to slightly less than $80,000 by 2015. Technical Support and Maintenance fees will apply to the traditional paid-up licenses, calculated at a rate of 20% of the license fees. The subscription fees will apply to the hosted model and will be earned based on the number of seats. Over the course of time it is expected that customers will increase the number of end-users (seats) within their organizations, purchasing incremental subscriptions or seat licenses.

F4. Professional Service Fees -5 For customization, configuration, development and deployment in support of eXFORMA BPM, MTM and MobiTask.

~~Table~~Service fees include services provided directly to end-user organizations and to channel partners primarily for implementation services and ongoing consulting services. Due to the nature of ~~Contents~~the BPM market initial implementation often requires considerable professional services and service revenue will be approximately equal to 10%-15% of license fees revenue. The type of services provided will include business analysis, design and implementation, as MobiTask, eXFORMA and MTM will be implemented to interact with enterprise applications and to meet specific task requests of the customer. Although paid for by the customer, the IP associated with each customization of the platform remains with us and is available for resale to other clients significantly reducing the direct cost to us of future product development.

~~ePHOTO~~Professional ~~IMAGE~~Service revenue is expected to increase commensurate with software sales growing from approximately $105,000 ~~INC~~in 2012 to in excess of $7.6 million by 2015. We consider service delivery to be an important component to our success and with every success we will be adding a new stream of future revenue as clients consider expanding the use of the technology to other areas of their organizations.

(Management anticipates total revenues of approximately $1 million for 2013. This level of revenues, or perhaps slightly more, will be typical in subsequent years unless we are able to obtain financing. To achieve the revenue projections set forth above, we will need to raise additional capital in the range of $2 to $5 million. This money will be used for additional market development, sales and marketing, services staffing, product enhancement and development, receivable funding, G&A ~~DEVELOPMENT~~and ~~STAGE~~to ~~COMPANY)~~reduce debt obligations. With the benefit of these expenditures and the sound execution of our business plan, we believe our revenues will increase to $19.4 million by 2015.

~~NOTES~~Revenue ~~TO THE FINANCIAL STATEMENTS~~Mix

~~APRIL~~During 302012, ~~2011~~approximately 52.8% of revenue was generated through direct sales, technical support and professional services billings, while 47.2% of revenue resulted from subscription sales primarily through the Verizon partnership. By the end of 2015, carrier-based subscription sales as a percentage of total revenue are projected to level out to the 60% range.

~~NOTE 1 – SUMMARY OF ACCOUNTING POLICIES~~16

~~Nature~~Table of ~~Business~~ Contents

ePhoto Image, Inc. (“ePhoto”) is a development stage company and was incorporated in Nevada on September 20, 2007. The Company is creating a web portal selling photo images, both in the Western and Chinese markets. The main focus is on the Asia Theme. The Company plans to target Asian photographers to sign up and sell their prints on the ePhoto website as well.Expenses

~~Development~~We ~~Stage~~incurred ~~Company~~$754,800 in operating expenses for the year ended December 31, 2012, as compared with operating expenses of $437,847 for the year ended December 31, 2011. Our operating expenses increased in every category when comparing the years ended December 31, 2012 and 2011. Professional fees were $257,038 for the year ended December 31, 2012, as compared with $68,522 for the year ended December 31, 2011. Our rent expenses were $91,261 for the year ended December 31, 2012, as compared with $47,135 for the year ended December 31, 2011. Our general and administrative expenses were $406,501 for the year ended December 31, 2012, as compared with general and administrative expenses of $322,190 for the year ended December 31, 2011.

~~The~~We ~~accompanying~~incurred ~~financial~~$287,075 ~~statements have been prepared~~ in ~~accordance~~interest ~~with generally accepted accounting principles related to development-stage companies. A development-stage~~expenses ~~company~~for isthe ~~one~~year inended ~~which~~December ~~planned~~31, ~~principal~~2012, ~~operations~~as ~~have~~compared ~~not~~with ~~commenced~~$66,977 orfor ifthe ~~its~~year ~~operations~~ended ~~have~~December ~~commenced~~31, ~~there has been no significant revenues there from~~2011.

~~Basis~~Even ofthough ~~Presentation~~our channel partner distribution strategy will lighten our expenses going forward, we expect that our operating expenses will increase as we raise money, add sales representatives, and implement our business plan over the next 12 months.

~~The~~Cost ~~financial statements~~ of ~~the~~Service/Sales ~~Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.~~

~~Accounting~~The ~~Basis~~cost of service/sales expense is associated with delivery of a sales unit, including direct labor cost associated with the delivery of implementation and consulting services provided directly to end-users or to distribution partners and sales commissions. In 2012, we have cost of services/sales at 62% of total revenue. Cost of sales were $87,981 and $67,594 for 2012 and 2011, respectively. The reason for the increase is due to the fact that the revenues increased in 2012 from 2011. When operations have reached our projected levels, our cost of service/sales is projected to be approximately 18% of total revenue. We hope to achieve this by the end of 2013.

~~The~~Sales ~~Company uses the accrual basis of accounting~~ and ~~accounting~~Marketing ~~principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted an April 30 fiscal year end.~~

~~Cash~~Sales and ~~Cash~~marketing ~~Equivalents~~expenses include the costs to market products and to manage and support the channel partners and direct sales team. Initially in 2012, this includes staffing to recruit distribution partners. Subsequently, staffing grows to provide adequate support, service and account management services. Sales and marketing expenses also include expenses to recruit distribution partners as well as costs for product promotion. Sales and marketing expenses, exclusive of commissions, are expected to be approximately 29% of total revenue in 2013 but declining to 7.5% by 2015 as revenue increases and more normative cost-efficiencies are experienced.

~~ePhoto~~Right ~~considers~~now ~~all~~we ~~highly~~do ~~liquid~~not ~~investments~~have a sales team. We ~~with~~only ~~maturities~~have ofone ~~three~~full-time ~~months~~employee, orHrair ~~less~~Achkarian, toour beofficer ~~cash~~and ~~equivalents~~director. AtWe ~~April~~have 30five independent contractors that are working on customer development, ~~2011~~implementation, and ~~2010~~business analysis. With funding, ~~the~~we ~~Company~~plan ~~had~~to $2add 3 sales representatives and a VP of ~~cash~~Sales by the end of 2013. We hope to double our sales team by 2014.

~~Fair~~Product ~~Value~~Development, ofR&D ~~Financial~~and ~~Instruments~~Technical Support

~~The~~Product ~~Company’s~~development ~~financial~~expense ~~instruments~~primarily ~~consist~~includes ofthe ~~cash~~costs ~~and~~of ~~cash~~direct ~~equivalents,~~in-house ~~accounts~~labor ~~payable~~associated ~~and~~with ~~accrued~~the ~~liabilities~~staffing ~~and~~requirement anfor ~~amount~~development, ~~due~~maintenance toand aupgrades ~~related~~of ~~party~~the software product. ~~The~~Product ~~carrying~~development ~~amount of~~expenses ~~these~~are ~~financial~~expected ~~instruments~~to ~~approximates~~approximately ~~fair~~average ~~value~~21% ~~due~~of ~~either~~total torevenue ~~length~~in of2013 ~~maturity~~but orwill ~~interest~~rapidly ~~rates~~decline to ~~that~~5% ~~approximate~~by ~~prevailing market~~2015 ~~rates~~as ~~unless~~revenue ~~otherwise~~increases ~~disclosed~~and inmore ~~these~~normative ~~financial~~cost-efficiencies ~~statements~~are experienced.

~~Income~~General ~~Taxes~~and Administrative (G&A)

~~Income~~The ~~taxes~~general ~~are~~and ~~computed~~administrative ~~using~~costs represent the ~~asset~~labor ~~and liability~~expense ~~method.~~of ~~Under~~corporate ~~the~~support ~~asset~~staff of both fixed and ~~liability~~semi-variable ~~method~~natures, ~~deferred~~which ~~income~~will ~~tax~~increase ~~assets~~with ~~and~~additional ~~liabilities~~product sales. ~~are~~G&A ~~determined~~also ~~based~~includes onother ~~the differences~~items ~~between~~such ~~the~~as ~~financial~~recruitment ~~reporting~~ and ~~tax~~insurance ~~bases~~costs ofassociated ~~assets~~with ~~and~~our ~~liabilities~~growth. Although general and ~~are~~administrative ~~measured~~expenses ~~using~~were ~~the~~289% ~~currently~~of ~~enacted tax~~revenues ~~rates~~during ~~and~~2012, ~~laws.~~they Aare ~~valuation~~projected ~~allowance~~to isbe ~~provided~~approximately ~~for~~49% ~~the~~of ~~amount~~total ofrevenue ~~deferred~~in 2013 ~~tax~~but ~~assets~~again ~~that,~~declining ~~based~~rapidly onto ~~available~~6.5% ~~evidence, are~~by ~~not~~2015 ~~expected~~as torevenue beincreases ~~realized~~and more normative cost-efficiencies are experienced.

~~Use of Estimates~~17

~~The~~Table ~~preparation~~ of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.Contents

~~F-6~~Royalties

~~Table~~We ofhave ~~Contents~~acquired an exclusive license from GroveWare Technologies Inc. to market and support MobiTask, eXFORMA, eXFORMA BPM SUITE and MTM throughout the United States. We are also permitted under the license to further develop and improve these and other product offerings to U.S. customers.

~~ePHOTO~~As ~~IMAGE~~compensation for these exclusive marketing and development rights, ~~INC~~there are currently accrued royalties equal to 20% of all revenue generated from the sale of the licensed products. The terms of the royalty arrangement are detailed in an Exclusive Software Master License Agreement executed between the parties on December 31, 2009.

(AThe ~~DEVELOPMENT~~Master ~~STAGE~~License ~~COMPANY)~~Agreement is currently under renegotiation and the attached projections assume that the royalty rate will be reduced to 15% of revenue and will be levied only on revenue generated from the sales of software licenses and subscriptions and will no longer include professional services and technical support revenue. As well, royalties will be paid as subscription revenue is recognized on our books.

~~NOTES~~Depreciation TOand ~~THE~~Amortization ~~FINANCIAL STATEMENTS~~

~~APRIL~~These 30expenses include depreciation of general office equipment and computer equipment, ~~2011~~based on estimated useful lives of five years for furniture and office equipment, and three years for computer related equipment. We have capitalized the costs associated with the development of the software product but not the costs to enhance the existing product.

~~NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)~~Earnings

~~Basic~~We ~~Income~~had ~~(Loss)~~a ~~Per~~net ~~Share~~loss of $989,438 for the year ended December 31, 2012, as compared with a net loss of $461,000 for the year ended December 31, 2011.

~~Basic~~We ~~income~~currently ~~(loss)~~have ~~per~~a ~~share~~gross ismargin ~~calculated~~ratio of by37% ~~dividing~~at ~~the~~2012. ~~Company’s~~As ~~net~~with ~~loss~~most ~~applicable~~enterprise tosoftware ~~common~~sales, ~~shareholders~~mature byentities ~~the~~often ~~weighted~~achieve ~~average~~gross ~~number~~margins ofratios ~~common~~at ~~shares~~around ~~during~~72%. We hope ~~the~~to ~~period~~achieve that level by 2015. ~~Diluted~~We ~~earnings~~expect ~~per~~that ~~share~~EBITDA ismargins ~~calculated~~will bybe ~~dividing~~negative through the ~~Company’s~~end ~~net~~of ~~income~~2013, ~~available~~but toare ~~common~~projected ~~shareholders~~to increase byfrom ~~the~~28.4% ~~diluted~~in ~~weighted~~2013 ~~average~~to ~~number~~a ofvery ~~shares~~favorable ~~outstanding~~57% ~~during~~by ~~the year~~2015. ~~The~~We ~~diluted~~further ~~weighted~~expect ~~average~~net ~~number~~earnings ofbefore ~~shares~~taxes ~~outstanding is~~will ~~the~~increase ~~basic~~from ~~weighted~~a ~~number~~loss of ~~shares~~$989,438 in ~~adjusted~~2012 ~~for~~to ~~any~~a ~~potentially~~pre-tax ~~dilutive~~profit ~~debt~~of orover ~~equity~~$10.7 ~~There~~million ~~are~~by no2015, ~~such~~primarily ~~common~~because ~~stock~~of ~~equivalents outstanding~~increasing assales ofover ~~April~~moderating ~~30,~~expense ~~2011~~levels.

~~Revenue~~The ~~Recognition~~break-even sales level of $70,000 is forecast for Q1 of 2013 with cash flows becoming positive at sales levels of less than $100,000 expected to be achieved in Q2 of 2013.

~~The~~An ~~Company~~assumed ~~recognizes~~moderate ~~revenue~~25% ~~when~~growth ~~products~~rate in 2015 ~~are~~and ~~fully~~2016 ~~delivered~~may orresult ~~services~~in ~~have~~projected ~~been~~recognized ~~provided~~revenues of $19.4 and ~~collection~~$23.4 ismillion ~~reasonably~~with ~~assured~~pre-tax earnings of $10.7 and $13.7 million, respectively.

~~Stock-Based~~Liquidity ~~Compensation~~and Capital Resources

~~Stock-based~~We ~~compensation~~had is$29,243 ~~accounted~~in ~~for~~current ~~at fair~~assets ~~value~~and $1,438,276 in ~~accordance~~current ~~with~~liabilities ~~ASC~~as ~~Topic~~of ~~718.~~December ~~To date~~31, ~~the~~2012. ~~Company~~We ~~has~~therefore ~~not~~had ~~adopted~~ a ~~stock~~working ~~option~~capital ~~plan~~deficit ~~and has not granted any stock options. As~~ of ~~April 30~~$1, ~~2011~~409, ~~the Company has not issued any stock-based payments to its employees~~033.

~~Recent~~Operating ~~Accounting~~activities ~~Pronouncements~~used $220,709 for the year ended December 31, 2012. Our net loss of $989,438 was the primary source our negative operating cash flow, partially offset primarily by increases in accounts payable of $169,908, related party payables of $354,287, and related accrued interest of $170,124 .

~~The~~Financing ~~Company~~activities ~~does~~provided ~~not~~$220,953 ~~expect~~ the year ~~adoption~~ended December 31, 2012. We received proceeds of ~~recently~~ ~~issued~~$30,341 ~~accounting~~from ~~pronouncements~~related toparties ~~have~~and aproceeds ~~significant~~of ~~impact~~150,000 onfrom ~~the~~convertible ~~Company’s~~debt, and ~~results~~proceeds of ~~operations~~$71,188 ~~financial~~from notes payable, but made repayments of $10,576 for related party payables and $20,000 on notes payable, ~~position~~which orpartially offset our positive cash ~~flow~~flows from financing activities.

~~NOTE~~Subsequent 2to –our ~~INCOME~~year ~~TAXES~~end, we sold convertible promissory notes in the aggregate principal amount of $80,000. The notes accrue interest at a rate of 8 percent per annum and are convertible into our common stock at 58 percent of the average of the lowest three trading prices in the ten days preceding the conversion date.

For the period ended April 30, 2011, ePhoto Image, Inc. has incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $61,400 at April 30, 2011, and will expire beginning in the year 2029.18

~~The~~Table ~~provision for Federal income tax consists~~ of ~~the following:~~Contents

	2011			2010
Federal income tax attributable to:
Current Operations	$	10,266		$	10,608
Less: valuation allowance		(10,266	)		(10,608	)
Net provision for Federal income taxes	$	0		$	0

Loans and Debt Service

~~The~~We ~~cumulative~~have ~~tax~~no ~~effect~~existing atbank ~~the~~debt. ~~expected~~We ~~rate~~are currently seeking an investment of ~~34%~~a minimum of ~~significant~~$2,000,000 ~~items~~either ~~comprising~~in ~~our~~the ~~net~~form ~~deferred~~of ~~tax~~subordinated ~~amount~~debt isor asthrough ~~follows:~~the issue of common or preferred equity.

	2011			2010
Deferred tax asset attributable to:
Net operating loss carryover	$	23,526		$	13,260
Valuation allowance		(23,526	)		(13,260	)
Net deferred tax asset	$	0		$	0

Capital Requirements: 2013-2014

FWe are seeking to raise an additional $2.0 -7 $5.0 million in capital. Management is currently in discussions with several potential funding sources and is hopeful that a transaction can be concluded prior to the end of Q2 2013.

~~Table~~Operating expenses before interest is expected to gradually increase, based on the sales growth and related support requirements, to approximately $ 325,000 per month by the end of ~~Contents~~Q2 2013. Initial pro forma profits beginning in Q1 2013 and cash flow breakeven occurs in Q2 2013.

~~ePHOTO~~The ~~IMAGE~~proceeds of our capital raise will be used primarily to fund additional market development, ~~INC~~sales & marketing & services staffing, product enhancement and new development, receivable funding, G&A and to reduce debt obligations.

(AWe ~~DEVELOPMENT~~are ~~STAGE~~projecting ~~COMPANY)~~to be cash flow positive in Q2 2013. However, to give further assurance of adequate growth capital, we will explore the financing of our accounts receivable, securing an additional bank line of credit or a capital lease line to assist with funding its monthly cash flow fluctuations and other working capital requirements.

~~NOTES~~The TOrevenue ~~THE~~projections ~~FINANCIAL~~are ~~STATEMENTS~~based on the best conservative estimate of management. While market acceptance and pricing are not likely to present any material challenges to revenue growth, sales cycles within the enterprise and institutional sectors tend to be less predictable and timing of sales growth may ultimately be slower or faster than forecast. As a result, cash flow projections may be negatively or positively impacted. The investment capital currently being solicited will be adequate to meet any interim cash flow shortfalls if the ramp-up of revenue is slower than projected or to fund more rapid growth if revenue growth is accelerated.

~~APRIL~~Cancellation ~~30,~~of ~~2011~~Shares

~~NOTE~~On 3August –2, ~~ACCRUED~~2012, ~~EXPENSES~~in a Current Report on Form 8-K, we reported the issuance of 4,500,000 shares of common stock and an option to purchase 1,000,000 shares of Class A Convertible Preferred Stock to our officers and directors. These shares have been cancelled and returned to treasury.

~~Accrued~~Critical ~~expenses~~Accounting ~~consisted of amounts due to the company’s attorney, stock transfer agent and independent auditors as of April 30, 2011.~~Policies

~~NOTE~~Our 4financial –statements ~~NOTE~~and ~~PAYABLE~~accompanying notes –have ~~RELATED~~been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. ~~PARTY~~The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

~~During~~We regularly evaluate the ~~year~~accounting ~~ended~~policies and ~~April~~estimates ~~30,~~that ~~2011~~we ~~the~~use ~~company received~~to ~~advances~~prepare ~~from~~our afinancial ~~shareholder~~statements. A complete summary of ~~$7,450~~these policies is included in the notes to our financial statements. ~~The~~In ~~advances~~general, management's estimates are ~~non-interest~~based ~~bearing~~on ~~and~~historical ~~have~~experience, noon ~~specified~~information ~~terms~~from ofthird ~~repayment.~~party ~~The~~professionals, ~~total~~and ~~due~~on various other assumptions that are believed to be reasonable under the ~~shareholder~~facts ~~was~~and ~~$23,351~~circumstances. asActual ofresults could ~~April~~differ ~~30,~~from ~~2011~~those estimates made by management.

~~NOTE~~Future ~~5 – COMMON STOCK~~Financings

AtWe ~~inception,~~will ~~Ephoto~~continue ~~issued~~to ~~5,600,000~~rely ~~shares~~on equity sales of our ~~stock~~common shares in order to ~~its~~continue ~~founding~~to fund our business operations. Issuances of additional shares will result in dilution ~~shareholder~~to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for ~~$5,600~~debt ~~cash~~or other financing to fund planned acquisitions and exploration activities.

~~During~~Off-Balance ~~the~~Sheet ~~year ended April 30, 2009, Ephoto issued 2,150,000 shares of stock for $2,192 cash.~~Arrangements

~~There~~We ~~were~~have no ~~additional~~significant ~~shares~~off-balance ofsheet ~~common stock~~arrangements ~~issued~~that ~~during~~have ~~the~~or ~~year~~are ~~ended~~reasonably ~~April~~likely ~~30,~~to ~~2011.~~have Ata ~~April~~current ~~30,~~or ~~2011~~future effect on our financial condition, ~~the~~changes ~~Company~~in ~~had~~financial 7condition,~~750~~ revenues or expenses,~~000~~ ~~shares~~results of ~~common~~operations, ~~stock~~liquidity, ~~issued~~capital ~~and~~expenditures ~~outstanding~~or capital resources that are material to stockholders.

~~NOTE~~Item 67A. –Quantitative ~~COMMITMENTS~~and Qualitative Disclosures About Market Risk

~~Ephoto~~A ~~neither~~smaller ~~owns~~reporting ~~nor~~company ~~leases~~is ~~any~~not ~~real or~~required ~~personal property, an officer has provided office services without charge. Such costs are immaterial~~ to provide the ~~financial~~information ~~statements and~~required ~~accordingly~~by ~~are~~this ~~not reflected herein~~Item. ~~The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.~~

~~NOTE 7 – LIQUIDITY AND GOING CONCERN~~19

~~The~~Table ~~Company has negative working capital, has incurred losses since inception, and has not yet received revenues from sales~~ of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.Contents

~~The~~Item ~~ability of ePhoto Image, Inc~~8. toFinancial ~~continue as~~Statements ~~a going concern is dependent on the Company generating cash from the sale of its common stock~~ and~~/or~~ ~~obtaining~~Supplementary debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.Data

~~NOTE~~Index to Financial Statements Required by Article 8 –of ~~SUBSEQUENT~~Regulation ~~EVENTS~~S-X:

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to April 30, 2011 to August 16, 2011, the date these financial statements were issued, and have determined that it does not have any material subsequent events to disclose in these financial statements.

Audited Financial Statements:
F-1	Report of Independent Registered Public Accounting Firm;
F-2	Balance Sheets as of December 31, 2012 and 2011;
F-3	Statements of Operations for the years ended December 31, 2012 and 2011;
F-4	Statement of Stockholders’ Equity as of December 31, 2012;
F-5	Statements of Cash Flows for the years ended December 31, 2012 and 2011; and
F-6	Notes to Financial Statements.

~~F-8~~20

Table of Contents

~~Item 9.~~REPORT ~~Changes~~OF InINDEPENDENT ~~and~~REGISTERED ~~Disagreements~~PUBLIC ACCOUNTING ~~with Accountants on Accounting and Financial Disclosure~~FIRM

~~None~~To the Board of Directors

~~Item 9A.~~GroveWare ~~Controls~~Technologies, ~~and Procedures~~Ltd.

~~Disclosure~~We have audited ~~Controls~~the accompanying balance sheets of GroveWare Technologies, Ltd. (“the Company”) as of December 31, 2012 and ~~Procedures~~2011 and the related statements of operations, stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~As required~~We byconducted ~~paragraph~~our ~~(b)~~audits ofin ~~Rules~~accordance ~~13a-15~~with the orstandards ~~15d-15~~of ~~under~~ the ~~Exchange~~Public ~~Act,~~Company ~~our~~Accounting ~~principal~~Oversight ~~executive~~Board ~~officer~~(United ~~and~~States). ~~principal~~Those ~~financial~~standards require ~~officer~~that ~~evaluated~~we ~~our~~plan ~~company’s disclosure controls~~ and ~~procedures~~perform ~~(as~~the ~~defined~~audits into ~~Rules~~obtain ~~13a-15(e)~~reasonable ~~and~~assurance ~~15d-15(e)~~about ofwhether the ~~Exchange Act)~~financial asstatements ofare ~~the~~free ~~end~~ of ~~the~~material misstatement. ~~period~~The ~~covered~~Company byis ~~this~~not ~~annual~~required ~~report~~to onhave, ~~Form~~nor ~~10-K.~~were ~~Based~~we onengaged ~~this~~to ~~evaluation~~perform, ~~our~~an ~~sole~~audit ~~chief~~of ~~executive officer~~its ~~and~~internal ~~principal~~control over financial reporting. ~~officer~~Our ~~concluded~~audits ~~that~~included asconsideration of ~~April~~internal ~~30,~~control ~~2011,~~over ~~these~~financial ~~disclosure~~reporting ~~controls~~as ~~and~~a ~~procedures~~basis ~~were~~for ~~not~~designing audit procedures ~~effective~~that toare ~~ensure~~appropriate ~~that~~in the ~~information~~circumstances, ~~required~~but tonot befor ~~disclosed~~the bypurpose ~~our~~of ~~company~~expressing inan ~~reports~~opinion iton ~~files~~the oreffectiveness ~~submits~~of ~~under~~ the ~~Exchange~~Company’s ~~Act~~internal iscontrol ~~recorded,~~over ~~processed,~~financial ~~summarized~~reporting. ~~and~~Accordingly, ~~reported~~we ~~within~~express ~~the~~no ~~time~~such ~~periods~~opinion. ~~specified~~An inaudit ~~the~~also ~~rules~~includes ~~and~~examining, ~~forms~~on ofa ~~the Securities~~test ~~Exchange~~basis, ~~Commission~~evidence ~~and~~supporting ~~include~~the ~~controls~~amounts and ~~procedures~~disclosures ~~designed~~in tothe ~~ensure~~financial ~~that~~statements, ~~such~~assessing ~~information~~the isaccounting ~~accumulated~~principles ~~and~~used ~~communicated~~and tosignificant ~~our~~estimates ~~company’s~~made by management, ~~including~~as ~~our~~well ~~company’s~~as ~~principal~~evaluating ~~executive~~the ~~officer~~overall ~~and~~financial ~~principal~~statement ~~financial~~presentation. ~~officer,~~We believe that our toaudits ~~allow~~provide ~~timely~~a ~~decisions~~reasonable ~~regarding~~basis ~~required~~for ~~disclosure~~our opinion.

~~The conclusion~~In ~~that~~ our ~~disclosure~~opinion ~~controls~~the ~~and~~financial ~~procedures~~statements ~~were~~referred to ~~not~~above ~~effective~~present ~~was~~fairly, ~~due~~in toall ~~the presence of~~ material ~~weaknesses~~respects, inthe ~~internal control over~~ financial ~~reporting~~position asof ~~identified~~GroveWare ~~below~~Technologies, ~~under~~Ltd. ~~the~~as ~~heading~~of ~~“Management’s~~December ~~Report~~31, ~~on Internal Control Over~~2012 ~~Financial~~and ~~Reporting.”~~2011, ~~Management~~and ~~anticipates~~the ~~that~~results ~~such~~of ~~disclosure~~their ~~controls~~operations and ~~procedures~~cash ~~will~~flows ~~not~~for bethe ~~effective~~years ~~until~~then ~~the material~~ended, ~~weaknesses~~in ~~are~~conformity ~~remediated.~~with ~~Our~~accounting ~~company~~principles generally ~~intends~~accepted toin ~~remediate~~ the ~~material~~United ~~weaknesses~~States asof ~~set out below~~America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not yet established an ongoing source of revenue sufficient to cover its operating costs which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note ~~Report~~1. onThe ~~Internal~~financial ~~Control~~statements ~~Over~~do ~~Financial~~not ~~Reporting~~include any adjustments that might result from the outcome of this uncertainty.

~~Our company’~~/s/ management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for our company. Our company’s internal control over financial reporting is designed to provide reasonable assuranceSadler, ~~not~~Gibb ~~absolute~~& ~~assurance~~Associates, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that our company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.LLC

~~Because of~~Salt ~~its~~Lake ~~inherent limitations~~City, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.UT

14April 16, 2013

~~Table of Contents~~F-1

~~Our Management,~~Table ~~including our principal executive officer and principal financial officer, conducted an evaluation~~ of the design and operation of our internal control over financial reporting as of April 30, 2011 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at April 30, 2011 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.Contents

~~Our company~~GROVEWARE ~~plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this annual report on Form 10-K~~TECHNOLOGIES, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending February 28, 2012, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out above are largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.LTD

~~This annual~~Balance report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.Sheets

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

ASSETS
	December 31, 2012			December 31, 2011
CURRENT ASSETS

Cash	$	333		$	89
Costs in excess of billings on uncompleted contracts		28,910			—
Accounts receivable, net		—			5,553
Other current assets		—			4,500

Total Current Assets		29,243			10,142

TOTAL ASSETS	$	29,243		$	10,142

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	262,578		$	102,514
Accrued interest payable		237,101			66,977
Related-party payables		466,021			91,970
Deferred income		81,540			12,317
Royalty payable - related parties		82,400			53,888
Notes payable		190,759			139,571
Convertible debt , net of discount		117,877			—

Total Current Liabilities		1,438,276			467,237

Total Liabilities		1,438,276			467,237

STOCKHOLDERS' EQUITY DEFICIT
Preferred stock: 10,000,000 shares authorized, $0.001 par value, -0- shares issued and outstanding		—			—
Common stock: 90,000,000 shares authorized, $0.001 par value, 61,500,000 and 40,000,000 shares issued and outstanding, respectively		61,500			40,000
Additional paid-in capital		(24,000	)		(40,000	)
Accumulated deficit		(1,446,533	)		(457,095	)

Total Stockholders' Deficit		(1,409,033	)		(457,095	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	29,243		$	11,142

~~Changes in~~The ~~Internal~~accompanying ~~Control~~notes ~~Over~~are ~~Financial~~an ~~Reporting~~integral part of these financial statements.

There were no changes in the Company’s internal control over financial reporting during the quarter ended April 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.F-2

~~Item 9B.~~Table ~~Other~~of ~~Information~~Contents

~~None~~GROVEWARE TECHNOLOGIES, LTD

15Statements of Operations

Table of Contents

	For the Years Ended December 31,
	2012			2011
REVENUES	$	140,418		$	109,024
COST OF SALES		87,981			67,594
GROSS MARGIN		52,437			41,430
OPERATING EXPENSES
Professional fees		257,038			68,522
Rent		91,261			47,135
General and administrative		406,501			322,190
Total Operating Expenses		754,800			437,847
LOSS FROM OPERATIONS		(702,363	)		(396,417	)
OTHER EXPENSES
Interest expense		(287,075	)		(66,977	)
Total Other Expenses		(287,075	)		(66,977	)
NET LOSS BEFORE TAXES		(989,438	)		(463,394	)
Income taxes		—			(2,394	)
NET LOSS	$	(989,438	)	$	(461,000	)
BASIC AND DILUTED LOSS PER SHARE	$	(0.02	)	$	(0.01	)
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		55,845,205			40,000,000

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

~~Item 10. Directors, Executive Officers and Corporate Governance~~F-3

~~The following~~Table ~~information sets forth the names~~ of ~~our current directors and executive officers, their ages as of April 30, 2011 and their present positions.~~Contents

Name	Age	Position Held with the Company
Petra Jaeger No. 181 Dragon Villas, No. 8 Shun An Nan Road Shunyi County, Beijing, China	49	President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director

GROVEWARE TECHNOLOGIES, LTD

~~Set~~Statements ~~forth below is a brief description~~ of ~~the~~Stockholders' ~~background and business experience of our executive officer and Directors.~~Deficit

Petra Jaeger is our President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting President and Director. Mr. Jaeger received a diploma from the University Pforzheim in 1990. Shortly thereafter, he founded HitPit Design and began his own line of jewelry under that name. He has been overseeing all aspects of management, production, and sales of HitPit Design since 1990.

	Common Stock					Additional Paid-in			Accumulated
		Shares		Amount		Capital			Deficit			Total
Balance, December 31, 2010		40,000,000		40,000		(40,000	)		3,905			3,905
Net loss for the year ended December 31, 2011		—		—		—			(461,000	)		(461,000	)
Balance, December 31, 2011		40,000,000	$	40,000	$	(40,000	)	$	(457,095	)	$	(457,095	)
Recapitalization		21,500,000		21,500		(21,500	)		—			—
Beneficial conversion feature		—		—		37,500			—			37,500
Net loss for the year ended December 31, 2012		—		—		—			(989,438	)		(989,438	)
Balance, December 31, 2012		61,500,000	$	61,500	$	(24,000	)	$	(1,446,533	)	$	(1,409,033	)

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

~~Our directors are appointed for a one~~F-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.4

~~Significant Employees~~Table of Contents

WeGROVEWARE doTECHNOLOGIES, ~~not currently have any significant employees aside from Petra Jaeger.~~LTD

~~Involvement in~~Statements ~~Certain~~of ~~Legal~~Cash ~~Proceedings~~Flows

To the best of our knowledge, during the past ten years, none of the following occurred with respect to our present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

	For the Years Ended December 31,
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(989,438	)	$	(461,000	)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of discount on convertible note		5,377			—
Bad debt expense		—			50,997
Changes to operating assets and liabilities:
Accounts receivable		58,550			32,447
Allowance for doubtful accounts		(52,997	)		—
Capitalized project costs		(28,910	)		—
Prepaid expenses		4,500			(5,500	)
Related-party receivables		—			77,702
Accounts payable and accrued expenses		169,908			69,774
Accounts payable - related parties		354,287			138,000
Accrued interest		170,124			—
Sales tax payable		(9,845	)		(2,394	)
Royalties payable		28,512			—
Deferred income		69,223			557
Net Cash Used in Operating Activities		(220,709	)		(99,417	)
CASH FLOWS FROM INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable		71,188			136,383
Repayments of notes payable		(20,000	)		—
Proceeds from convertible debt		150,000			—
Proceeds from related party payables		30,341			—
Repayments of related party payables		(10,576	)		—
Repayment of factoring line		—			(36,900	)
Net Cash Provided by Financing Activities		220,953			99,483
NET INCREASE IN CASH		244			66
CASH AT BEGINNING OF PERIOD		89			23
CASH AT END OF PERIOD	$	333		$	89
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID FOR:
Interest	$	—		$	—
Income Taxes	$	—		$	—
NON-CASH FINANCING ACTIVITIES:
Factoring line payable converted into note payable	$	—		$	206,548
Factoring line payable assumed by related party	$	—		$	77,084
Recapitalization	$	61,490		$	—
Beneficial conversion feature	$	37,500		$	—

~~Committees~~ The accompanying notes are an integral part of ~~the~~these ~~Board~~financial statements.

Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.F-5

16Table of Contents

~~Table~~GROVEWARE ofTECHNOLOGIES, ~~Contents~~LTD

~~Our~~Notes ~~company does not have any defined policy or procedural requirements for shareholders~~ to ~~submit recommendations or nominations for directors. The board of directors believes that, given~~ the ~~stage of our development, a specific nominating policy would be premature and~~Financial of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.Statements

ADecember ~~shareholder who~~31, ~~wishes~~2012 ~~to communicate with our board of directors may do so by directing a written request addressed to our President~~ and ~~director,~~ ~~Ms. Petra Jaeger, at the address appearing on the first page of this annual report.~~2011

~~Code~~NOTE 1 – COMPANY BACKGROUND ofAND ~~Ethics~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~April~~Nature ~~30, 2011, we had not adopted a Code~~ of ~~Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.~~Operations

~~Item~~GroveWare Technologies, Ltd. 11(the “Company”), a Delaware corporation, was formed on January 29, 2008. ~~Executive~~The ~~Compensation~~Company is in the business of providing advanced workflow technology and mobile solutions for automating and mobilizing business processes at the enterprise level by outfitting clients with mobile applications for mainstream wireless operating systems used by smartphones and tablets. The Company realized its first revenues during the year ended December 31, 2011 and is accordingly is no longer classified as a development-stage company.

~~Summary~~On April 6, 2012, the Company, entered ~~Compensation~~into ~~Table~~an Agreement and Plan of Merger (the “Merger Agreement”) with GroveWare Technologies Ltd., a privately held Delaware corporation (“GroveWare”) and ePhoto Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (“Acquisition Sub”), pursuant to which GroveWare merged with and into Acquisition Sub (the “Merger”) with the filing of the Articles of Merger with the Nevada Secretary of State on April 9, 2012 and became a wholly-owned subsidiary of the Company. In accordance with the terms of the Merger Agreement, at the closing an aggregate of 21,500,000 (post-split) shares of the Company’s common stock were issued to the holders of GroveWare’s common stock in exchange for their shares of GroveWare. Immediately following the closing of the Merger Agreement, under the terms of an Assignment of Assets Agreement (the “Assignment Agreement”), the Company transferred all of its pre-merger assets and liabilities (the “Split-Off”) to its former officer and director, Yong Feng Sara Yi, and shareholder, Namuun Ganbaatar, in exchange for certain indemnifications, waivers and releases, along with the cancellation of an aggregate of 56,000,000 pre-split shares of the Company’s common stock and the cancellation of related party loans in the amount of $39,154.

~~The~~Accounting table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended April 30, 2011 and 2010.Basis

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Petra Jaeger, President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director	2011 2010	0 0	0 0	0 0	0 0	0 0	0 0	0 0	0 0

The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. The Company has elected a December 31 fiscal year-end.

~~Narrative Disclosure~~Use toof ~~the Summary Compensation Table~~Estimates

~~Although we~~In dopreparing ~~not~~financial ~~currently~~statements ~~compensate~~in ~~our~~conformity with ~~officers,~~generally weaccepted ~~reserve~~accounting ~~the~~principles, ~~right~~management is required to ~~provide~~make ~~compensation~~estimates atand ~~some~~assumptions ~~time~~that inaffect the ~~future.~~reported amounts ~~Our~~of ~~decision to~~assets ~~compensate~~and ~~officers~~liabilities ~~depends~~and onthe disclosure of contingent assets and liabilities at the ~~availability~~date of ~~our~~the ~~cash~~financial ~~resources~~statements and ~~with~~revenues ~~respect~~and toexpense during the ~~need~~reporting ~~for~~period. ~~cash~~Actual toresults ~~further~~could ~~our~~differ ~~business purposes~~from those estimates.

~~Stock Option~~Cash ~~Grants~~and Cash Equivalents

~~We have~~Liquid ~~not~~investments ~~granted~~and ~~any~~investments ~~stock~~with original ~~options~~maturities toof ~~the~~three ~~executive~~months ~~officers~~ or ~~directors~~less, ~~since~~when ~~our~~purchased, ~~inception~~are classified as cash equivalents.

17Accounts Receivable

~~Table~~The Company’s accounts receivable are presented net of ~~Contents~~the allowance for estimated doubtful accounts. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the existing accounts receivable balance. The Company determines the allowance for doubtful accounts based upon historical write-off experience and current economic conditions. The Company reviews the adequacy of its allowance for doubtful accounts on a regular basis. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

~~Outstanding Equity Awards at Fiscal Year~~F-~~End~~6

~~The table~~Table ~~below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as~~ of ~~April 30, 2011.~~ Contents

~~OUTSTANDING~~NOTE ~~EQUITY~~1 ~~AWARDS~~– ATCOMPANY BACKGROUND ~~FISCAL~~AND ~~YEAR-END~~SUMMARY ~~OPTION~~OF ~~AWARDS~~SIGNIFICANT ~~STOCK~~ACCOUNTING ~~AWARDS~~POLICIES ~~Name Number of Securities Underlying Unexercised Options~~ (#Continued) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) 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 (#) Petra Jaeger, President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director - - - - - - - - -

The Company’s ~~Compensation~~accounts receivable, net of ~~Directors~~the allowance for doubtful accounts, was $-0- and $5,553 at December 31, 2012 and December 31, 2011, respectively.

~~We do not~~Basic ~~pay~~and ~~any~~Diluted ~~compensation~~Net toLoss ~~our~~per ~~directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.~~Share

~~Stock~~The ~~Option~~Company ~~Plans~~computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of December 31, 2012 and December 31, 2011, the Company did not have any potentially dilutive shares.

WeRevenue ~~did not have a stock option plan in place as of April 30, 2011~~Recognition

18The Company generated revenues beginning in 2010. The Company recognizes revenue from a sales contracts under the completed contract method of accounting, pursuant to ASC 605. Revenue from professional services and monthly licenses is recognized when (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the sales price is fixed or determinable and (4) collection of the related receivable is reasonably assured.

~~Table~~Cost of ~~Contents~~Sales

~~Item~~Cost of sales is comprised 12primarily of the cost of direct labor costs. ~~Security~~Costs ~~Ownership~~incurred by the Company are recorded as costs in excess of ~~Certain~~billings ~~Beneficial~~on ~~Owners~~uncompleted contracts ~~and~~before ~~Management~~the ~~and~~project’s ~~Related~~revenue ~~Stockholder~~is ~~Matters~~recognized.

~~The~~Fair ~~following table~~Value ~~sets forth, as~~ of April 30, 2011, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:Instruments

Name and Address of Beneficial Owners of Common Stock	Title of Class	Amount and Nature of Beneficial Ownership1	% of Common Stock2
Petra Jaeger No. 181 Dragon Villas, No. 8 Shun An Nan Road Shunyi County, Beijing, China	Common Stock	2,850,000 Shares	36.77%
DIRECTORS AND OFFICERS – TOTAL		2,850,000 Shares	36.77%
5% SHAREHOLDERS
Namuun Ganbaatar Bayanzurkh district, 1st khoroo, 12R Khoroolol, 22R Bair, 124 Toot, Ulaanbaatar, Mongolia	Common Stock	2,750,000 Shares	35.48%

The Company’s financial instruments as defined by ASC 820, “Disclosures about Fair Value of Financial Instruments,” include cash, advances to affiliates, trade accounts receivable, investment in securities available-for-sale, restricted cash, accounts payable and accrued expenses and short-term borrowing. All instruments other than investment in securities available-for-sale are accounted for on a historical cost basis, which due to the short maturity of these financial instruments approximates fair value at December 31, 2012.

~~1 As~~Advertising used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.Expense

2 The ~~percentage~~Company ~~shown~~expenses isadvertising ~~based~~costs when onincurred. ~~denominator~~During ofthe ~~7,750,000~~years ~~shares~~ended ofDecember ~~common~~31, ~~stock~~2012 ~~issued~~ and ~~outstanding~~2011 ~~for~~ the ~~company~~Company asincurred a total of ~~April~~ 30$5,806 ~~2011~~and $209, respectively.

~~Item 13.~~Income ~~Certain Relationships and Related Transactions, and Director Independence~~Taxes

~~None~~The ~~of our~~Company ~~directors~~applies orASC ~~executive officers~~740, ~~nor~~which ~~any~~requires the ~~proposed~~asset ~~nominee~~and liability method of accounting for ~~election~~income astaxes. The aasset ~~director,~~and ~~nor~~liability ~~any~~method ~~person~~requires ~~who~~that ~~beneficially~~the ~~owns,~~current ~~directly~~ or ~~indirectly,~~deferred ~~shares~~tax ~~carrying~~consequences ~~more~~of ~~than~~all 5%events ofrecognized in the ~~voting~~financial ~~rights~~statements ~~attached~~are tomeasured ~~all~~by ofapplying ~~our~~the ~~outstanding~~provisions ~~shares,~~of ~~nor~~enacted tax ~~any~~laws ~~members of~~to determine the ~~immediate~~amount ~~family~~of ~~(including~~taxes ~~spouse,~~payable ~~parents,~~or ~~children,~~refundable ~~siblings,~~currently ~~and~~or in~~-laws)~~ offuture ~~any~~years. ofDeferred ~~the~~tax ~~foregoing~~assets ~~persons~~are ~~has any material~~reviewed ~~interest,~~for ~~direct~~recoverability orand ~~indirect,~~the inCompany ~~any~~records ~~transaction~~a ~~over~~valuation ~~the~~allowance ~~last~~to ~~two~~reduce ~~years~~its ordeferred intax ~~any~~assets ~~presently~~when ~~proposed~~it ~~transaction~~is ~~which,~~more inlikely ~~either~~than ~~case,~~not ~~has~~that all or some portion of the deferred tax assets will ~~materially~~not ~~affect~~be usrecovered.

As of the date of this annual report, our common stock is traded on the OTC Bulletin Board (the “Bulletin Board”). The Bulletin Board does not impose on us standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence.F-7

~~Item 14.~~Table ~~Principal~~of ~~Accounting Fees and Services~~Contents

~~Below~~NOTE ~~is the~~1 ~~table~~– ofCOMPANY ~~Audit~~BACKGROUND AND ~~Fees~~SUMMARY ~~(amounts~~OF inSIGNIFICANT ~~US$)~~ACCOUNTING ~~billed~~POLICIES ~~by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:~~(Continued)

Financial Statements for the Year Ended April 30	Audit Services		Audit Related Fees		Tax Fees		Other Fees
2011	$	7,200	$	0	$	0	$	0
2010	$	6,750	$	0	$	0	$	0

Income Taxes (Continued)

19The Company adopted ASC 740, at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a “more-likely-than-not” approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Company’s financial statements. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~Table~~Recent ofAccounting ~~Contents~~Pronouncements

~~PART~~The Company has evaluated recent accounting pronouncements IVand their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.

~~Item 15.~~Going ~~Exhibits, Financial Statements Schedules~~Concern

(The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a) ~~Financial~~going ~~Statements~~concern which contemplates the realization of assets and ~~Schedules~~liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, ~~The~~the ~~following~~Company ~~financial~~will ~~statements~~need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and ~~schedules~~significant ~~listed~~shareholders ~~below~~sufficient ~~are~~to ~~included~~meet inits ~~this~~minimal ~~Form~~operating expenses and ~~10-K~~seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in ~~Financial~~accomplishing ~~Statements~~any ~~(See~~of ~~Item~~its 8)plans.

Exhibit Number	Description
3.1	Articles of Incorporation, as amended (1)
3.2	Bylaws, as amended (1)
23.1	Consent of Silberstein Ungar, PLLC
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~(1) Incorporated~~NOTE by2 ~~reference~~– toRELATED ~~the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on~~PARTY ~~February 25, 2010.~~PAYABLES

20Accounts Payable – At December 31, 2012 and 2011 the Company had trade accounts payable due to related parties in the amount of $466,021 and $91,970, respectively.

~~Table~~Royalties Payable - The Company accrues a royalty equal to 20% of ~~Contents~~net revenues for the license of its technology. This royalty is due to a related party. Total royalties payable to related parties at December 31, 2012 and 2011 was $82,400 and $53,888, respectively.

~~SIGNATURES~~NOTE 3 – CONVERTIBLE NOTES PAYABLE

InOn ~~accordance~~July 27, 2012 ~~with~~the ~~Section~~Company 13borrowed or$150,000 ~~15(d)~~from ofan unrelated third party entity in the ~~Exchange~~form ~~Act~~of a convertible note, ~~the~~The ~~registrant~~note ~~caused~~bears ~~this~~interest at ~~report~~a torate beof ~~signed~~10.0 percent per annum, with principal and interest due in full on ~~its~~July ~~behalf~~27, by2015. Accrued interest payable on the ~~undersigned~~note totaled $6, ~~thereunto~~452 ~~duly~~at ~~authorized~~December 31, 2012.

	ePhoto Image, Inc.
By:	/s/ Petra Jaeger
	Petra Jaeger President, Secretary, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, and Director
	August 18, 2011

The principal balance of the note along with accrued interest is convertible at any time, at the option of the note holder, into the Company's common stock at a price of 20 percent below the market price on the date of conversion. The market price is defined as the average of the lowest three trading prices for the common stock during the five-day period on the most recent complete trading day prior to the conversion date.

InPursuant ~~accordance~~to this ~~with~~conversion ~~Section~~feature, 13the orCompany ~~15(d)~~recognized ofa discount on convertible debt in the ~~Exchange~~amount ~~Act~~of $37,500 ~~this~~on ~~report~~the ~~has~~note ~~been~~date. As of ~~signed~~December ~~below~~31, by2012 the ~~following~~Company ~~persons~~had onamortized ~~behalf~~$5,377 of the ~~registrant and~~debt indiscount ~~the~~to ~~capacities~~interest ~~and~~expense, onleaving ~~the~~$32,123 ~~dates~~in ~~indicated:~~unamortized debt discount at December 31, 2012.

	ePhoto Image, Inc.
By:	/s/ Petra Jaeger
	Petra Jaeger President, Secretary, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, and Director
	August 18, 2011

F-8

21Table of Contents

NOTE 4 – FACTORING LINE PAYABLE

During the year ended December 31, 2012 and 2011, the Company borrowed a total of $-0- and $136,383, respectively from a factoring company against its accounts receivable. The factoring line charges a discount of 3.75%- 4.0% of the amount of the receivable and interest at a rate of 3.0% per month over the period that the receivable remains unpaid. During the year ended December 31, 2011 the Company converted the balance of $206,548, which included $139,571 in cash borrowed and $66,977 in accrued interest and fees. The outstanding principle balance of the factoring line payable totaled $206,548, and $416,031 as of December 31, 2012 and 2011 respectively. The outstanding accrued interest of the factoring line payable totaled $237,101 and $66,977 as of December 31, 2012 and 2011 respectively.

NOTE 5 – COSTS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS

As of December 31, 2012 the Company had in-progress contracts recorded under the completed contract method of accounting in accordance with ASC 605. Under ASC 605, income is recognized on when the contracts are completed or substantially completed and billings and others costs are accumulated on the balance sheet. Under the completed contract method, no profit or income is recorded before completion of substantial completion of the work. As of December 31, 2012 and 2011, the Company has capitalized $28,910 and $0 of costs incurred in relation to sales contracts.

NOTE 6 – DEFERRED REVENUE

The Company recognizes revenue under the completed contract method. Under this method, revenue from signed sales contracts is deferred for an average of sixty days. The Company then recognizes revenue for professional services in full. Revenue from monthly licenses is recognized over the life of the contract. The Company has recorded deferred revenues of $81,540 and $12,317 as of December 31, 2012 and 2011, respectively.

NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)

At its inception the Company issued an aggregate of 100 shares of its common stock to its founder for subscriptions receivable of $180. The subscription receivable was collected during the year ended December 31, 2010.

On April 6, 2012, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GroveWare Technologies Ltd., a privately held Delaware corporation (“GroveWare”) and ePhoto Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (“Acquisition Sub”), pursuant to which GroveWare merged with and into Acquisition Sub (the “Merger”) with the filing of the Articles of Merger with the Nevada Secretary of State on April 9, 2012 and became a wholly-owned subsidiary of the Company. In accordance with the terms of the Merger Agreement, at the closing an aggregate of 21,500,000 (post-split) shares of the Company’s common stock were issued to the holders of GroveWare’s common stock in exchange for their shares of GroveWare. Immediately following the closing of the Merger Agreement, under the terms of an Assignment of Assets Agreement (the “Assignment Agreement”), the Company transferred all of its pre-merger assets and liabilities (the “Split-Off”) to its former officer and director, Yong Feng Sara Yi, and shareholder, Namuun Ganbaatar, in exchange for certain indemnifications, waivers and releases, along with the cancellation of an aggregate of 56,000,000 shares of the Company’s common stock and the cancellation of related party loans in the amount of $39,154.

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NOTE 8 – SIGNIFICANT EVENTS

Fifty-for-One Stock-Split

Concurrently with the name change and increase in authorized stock described above, the board of directors approved a forward split of the Company’s common stock whereby each shareholder was issued fifty shares of common stock in exchange for each share of their currently issued common stock. All references to common stock in the accompanying financial statements and footnotes have been retroactively restated so as to incorporate the effect of this stock-split transaction.

One-for-Five Reverse-Split

On September 28, 2012, the Company’s board of directors resolved to decrease the number of authorized shares of common stock, par value $0.001, from 450,000,000 to 90,000,000. Correspondingly, the Company’s board of directors affirmed a reverse-split of the Company’s common stock on a one-share-for-five-shares basis in which each shareholder was issued one share of common stock in exchange for five shares of their currently issued common stock. Immediately prior to this reverse-split transaction the Company had 307,500,000 shares of common stock issued and outstanding. Immediately after the reverse-split transaction the Company had 61,500,000 shares of common stock issued and outstanding. All references to common stock in the accompanying financial statements and footnotes have been retroactively restated so as to incorporate the effect of this stock-split transaction.

Designation of Class A Convertible Preferred Stock

On August 2, 2012, the Company filed a Certificate of Designation with the Secretary of State of the State of Nevada to create a class of preferred stock designated as “Class A Convertible Preferred Stock.” The Class A Convertible Preferred Stock consists of 10,000,000 shares of the 50,000,000 authorized shares of the Company’s preferred stock, has super voting rights of 100 votes for each share held of record on all matters submitted to a vote of holders of the Company’s common stock, including the election of directors, and converts into shares of the Company’s common stock at a conversion rate of one share of common stock for every one share of Class A Convertible Preferred Stock.

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NOTE 9 - INCOME TAXES

The FASB has issued ASC 740-10 which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by ASC 740-10.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Deferred tax assets and the valuation account are as follows:

	2012			2011
Deferred tax assets:
NOL carryover	$	(564,148	)	$	(178,267	)
Change in valuation allowance		564,148			178,267
Net deferred tax asset	$	—		$	—

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 15% to pretax income from continuing operations for the years ended December 31, 2012 and 2011. The components of income tax expense are as follows:

	2012			2011
Book income (loss)	$	(385,881	)	$	(179,790	)
Valuation allowance		385,881			179790
Income tax expense	$	—		$	—

The Company currently has no issues creating timing differences that would mandate deferred tax expense. The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. The Company includes interest and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes.

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NOTE 9 - INCOME TAXES (Continued)

As of December 31, 2012 and 2011, the Company had no accrued interest or penalties related to uncertain tax positions. The tax years that remain subject to examination by major taxing jurisdictions are for the years ended December 31, 2011, 2010, and 2009.

NOTE 10 – SUBSEQUENT EVENTS

On January 15, 2013 the Company signed a Separation Agreement with an officer and director of the Company whereby the officer resigned his positions with the Company, and the Company agreed to issue 500,000 shares of common stock and pay the former officer’s accrued salary of $158,686 in three equal monthly installments commencing February 15, 2013. On February 12, 2013, the Company amended the Separation Agreement. Pursuant to that amendment, our officer and director, agreed to transfer 500,000 of his personal shares to the departing officer and director as a replacement for the Company issuing those shares.

On January 8, 2013 the Company entered into a note payable agreement whereby the Company borrowed $42,500 from an unrelated third party. The note accrues interest at a rate of 8 percent per annum is due in full on September 10, 2013 and is convertible into the Company’s common stock at 58 percent of the average of the lowest three trading prices in the ten days preceding the conversion date.

On February 13, 2013 the Company entered into a note payable agreement whereby the Company borrowed $37,500 from an unrelated third party. The note accrues interest at a rate of 8 percent per annum is due in full on November 15, 2013 and is convertible into the Company’s common stock at 58 percent of the average of the lowest three trading prices in the ten days preceding the conversion date.

In accordance with ASC 855, Company management reviewed all material events through the date of this report and there are no other material subsequent events to report.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

No events occurred requiring disclosure under Item 304 of Regulation S-K during the fiscal year ending December 31, 2012.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2012. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.

Management’s Annual Report on Internal Control over Financing Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2012 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2012, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending December 31, 2013 1: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Item 9B. Other Information

None

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following information sets forth the names, ages, and positions of our current directors and executive officers as of December 31, 2012.

NAME	AGE	POSITIONS AND OFFICES HELD
Hrair Achkarian	54	President, Chief Executive Officer, and Director

Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.

Hrair Achkarian. Hrair Achkarian has over 15 years of experience working within the software development industry. In April 1996, he founded GroveWare Technologies Inc., where he currently serves as Chief Executive Officer and President and is responsible for all business development, product development and customer support issues. While working for GroveWare Technologies Inc., Mr. Achkarian has spearheaded the business operations through four releases of its calendar software product. Additionally, he has successfully penetrated the educational, government and business markets within the United States and firmly entrenched the GroveWare Technologies name as a reputable software developer. Mr. Achkarian was appointed as President, Chief Executive Officer and a member of the Board of Directors of the Company due to his comprehensive knowledge and experience in the software development industry.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than our officers and directors.

Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

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Audit Committee

We do not have a separately-designated standing audit committee. The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed by an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

We do not have an audit committee financial expert because of the size of our company and our board of directors at this time. We believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes as needed.

For the fiscal year ending December 31, 2012, the board of directors:

Reviewed and discussed the audited financial statements with management, and
Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's independence.

Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2012 to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2012:

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Code of Ethics

As of December 31, 2012, we had not adopted a Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Item 11. Executive Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended December 31, 2012 and 2011.

SUMMARY COMPENSATION TABLE

Name and

principal position

Year

Salary ($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total

($)

Hrair Achkarian

President, Chief Executive Officer, and Director⁽¹⁾

2012

2011

90,000

120,000

90,000

120,000

W. Scott Boyes

Former Chief Financial Officer, Treasurer, Secretary and Director⁽²⁾

2012

2011

Yong Feng Sara Yi Former President, Chief Executive Officer and Director⁽³⁾

2012

2011

⁽¹⁾

Represents compensation earned as an officer of GroveWare. On April 6, 2012, Hrair Achkarian was appointed as President, Chief Executive Officer and a member of the Board of Directors. Mr. Achkarian accrued a salary of $120,000 in 2011 as an officer and director of an affiliated company and 75% ($90,000) of that amount was charged to the Company as a management fee.

⁽²⁾

Mr. Boyes was a consultant to GroveWare but not an executive officer or director prior to the Merger. He therefore received no compensation as an executive officer or director. On April 6, 2012, Mr. Boyes was appointed as Chief Financial Officer, Treasurer, Secretary and a member of the Board of Directors. On January 22, 2013, we entered into a Separation Agreement with Mr. Boyes, which marked his official date of departure with our company.

⁽³⁾

Yong Feng Sara Yi served as our Chief Executive Officer until the Merger on April 6, 2012.

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Narrative Disclosure to the Summary Compensation Table

On August 1, 2012, we executed an employment agreement with Mr. Hrair Achkarian (“Achkarian”). Pursuant to the terms and conditions of the Agreement:

Achkarian will serve as our President and Chief Executive Officer. While employed by us, Achkarian will use his best efforts to promote our success;

Achkarian will receive an annual base salary of US$250,000 and receive stock grants of 3,000,000 shares of our common stock and an option to purchase 1,000,000 shares of our Class A Convertible Preferred Stock at the current fair market value. Our Class A Convertible Preferred Stock has super voting rights of 100 votes per share and each share is convertible into one share of our common stock.

Achkarian will also be entitled to a performance benefits, car allowance, paid time off, health and other benefits;

Achkarian will be subject to confidentiality provisions and non-competition restrictions; and

Upon termination of Achkarian’s employment, Achkarian will be entitled to severance as provided under the Agreement.

On January 22, 2013, we entered into a Separation Agreement with Scott Boyes regarding the terms and conditions of his departure from our company. Pursuant to the provisions of the agreement, we agreed with Mr. Boyes as follows:

As of the date of the agreement, Mr. Boyes is no longer an officer or director of our company and all prior agreements with Mr. Boyes are terminated in their entirety;

Mr. Boyes shall receive 500,000 shares of our common stock, from Hrair Achkarian’s personal shares, and his company will receive $158,686 payable in three equal monthly installments commencing February 15, 2013 as funds are available and out of pocket expenses not to exceed $6,000 by January 31, 2013;

In exchange for the above consideration, Mr. Boyes agreed to a release of any and claims and further agreed to certain covenants as provided for in the agreement.

Mr. Boyes will be involved with our company in a limited role as a consultant to assist with the completion of our financial statements for the year ended December 31, 2012.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officers as of December 31, 2012.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	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 (#)
Hrair Achkarian	-	^-	-	-	-	-	-	-	-
W. Scott Boyes	-	^-	-	-	-	-	-	-	-
Yong Feng Sara	-	^-	-	-	-	-	-	-	-

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

The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of March 6, 2013, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 61,500,011 shares of common stock issued and outstanding on March 6, 2013. Except as otherwise indicated, the address of each person named in this table is c/o GroveWare Technologies Ltd. 1006 - 20 Eglinton Ave. W., Toronto, Ontario, Canada M4R 1K8.

Title of class	Name and address of beneficial owner	Amount of beneficial ownership	Percent of class
Executive Officers & Directors:
Common	Hrair Achkarian⁽¹⁾	39,500,000 shares	64.22%
Total of All Directors and Executive Officers:		39,500,000 shares	64.22%
More Than 5% Beneficial Owners:
None

(1)	Represented by 200,000,000 shares held by GroveWare Holdings Inc., which is beneficially owned by a trust in which Mr. Achkarian is the beneficial owner.

Except as follows, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the beginning of our last fiscal year on January 1, 2012 or in any presently proposed transaction which, in either case, has or will materially affect us.

Please refer to the section titled Executive Compensation.

Under the Assignment Agreement, we transferred all of our pre-Merger assets and liabilities to our former officer and director, Yong Feng Sara Yi, and shareholder, Namuun Ganbaatar, in exchange for certain indemnifications, waivers and releases, along with the cancellation of an aggregate of 5,600,000 shares of our common stock and the cancellation of related party loans in the amount of $39,154.

We have acquired an exclusive license from GroveWare Technologies Inc. to market and support MobiTask, eXFORMA, eXFORMA BPM SUITE and MTM throughout the United States. We are also permitted under the license to further develop and improve these and other product offerings to U.S. customers. Our officer and director, Hrair Achkarian owns GroveWare Technologies, Inc.

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As compensation for these exclusive marketing and development rights, we currently pay a royalty equal to 20% of all revenue generated from the sale of the licensed products. The terms of the royalty arrangement are detailed in an Exclusive Software Master License Agreement executed between the parties on December 31, 2009.

The Master License Agreement is currently under renegotiation and the attached projections assume that the royalty rate will be reduced to 15% of revenue and will be levied only on revenue generated from the sales of software licenses and subscriptions and will no longer include professional services and technical support revenue. As well, royalties will be paid as subscription revenue is recognized on our books.

Since its inception in 2008 we have transacted a significant amount of business with entities controlled by Hrair Achkarian, whereby expenses were paid on behalf of the company, cash was transferred to the company, services were provided for the company, and various other resources were provided to the company. These transactions have been recorded and aggregated into related-party payables. We also accrue a royalty equal to 20% of net revenues for the license of our technology, which have been recorded as a related-party receivable. Total royalties payable to related parties at December 31, 2012 and 2011 was $82,400 and $53,888, respectively.

At December 31, 2012 and 2011, we had trade accounts payable due to related parties in the amount of $466,021 and $91,970, respectively.

Item 14. Principal Accounting Fees and Services

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

Financial Statements for the Year Ended December 31		Audit Services		Audit Related Fees		Tax Fees		Other Fees
2011	$	7,200	$	0	$	2400	$	0
2012	$	15,500	$	0	$	0	$	0

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PART IV

Item 15. Exhibits, Financial Statements Schedules

(a) Financial Statements and Schedules

The following financial statements and schedules listed below are included in this Form 10-K.

Financial Statements (See Item 8)

(b) Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated April 6, 2012⁽¹⁾
2.2	Assignment of Assets Agreement, dated April 6, 2012⁽¹⁾
3.1	Articles of Incorporation⁽²⁾
3.2	Bylaws⁽²⁾
3.3	Certificate of Amendment⁽³⁾
3.4	Certificate of Change⁽³⁾
3.5	Certificate of Change⁽⁶⁾
10.1	Exclusive Master License Agreement, dated December 31, 2009⁽¹⁾
10.2	Factoring and Security Agreement, dated October 21, 2010⁽¹⁾
10.3	GroveWare Technologies Ltd. 2012 Incentive Plan⁽⁴⁾
10.4	Executive Employment Agreement, dated August 1, 2012⁽⁵⁾
10.5	Separation Agreement, dated January 15, 2013⁽⁷⁾
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.6	Amendment to Separation Agreement, dated February 15, 2013⁽⁸⁾
101**	The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 formatted in Extensible Business Reporting Language (XBRL).

(1)

Incorporated by reference on Form 8-K filed with the Securities and Exchange Commission on April 10, 2012.

(2)

Incorporated by reference on Form S-1 of the Company's Registration Statement filed on February 25, 2010.

(3)

Incorporated by reference on Form 8-K filed with the Securities and Exchange Commission on May 17, 2012.

(4)

Incorporated by reference on Form S-8 of the Company's Registration Statement filed on July 11, 2012.

(5)

Incorporated by reference on Form 8-K filed with the Securities and Exchange Commission on August 2, 2012.

(6)

Incorporated by reference on Form 8-K filed with the Securities and Exchange Commission on September 20, 2012.

(7)

Incorporated by reference on Form 8-K filed with the Securities and Exchange Commission on January 22, 2013.

(8)

Incorporated by reference on Form 8-K filed with the Securities and Exchange Commission on February 15, 2013.

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SIGNATURES

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

	GroveWare Technologies Ltd.

By:	/s/ Hrair Achkarian
	Hrair Achkarian Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
	April 16 2013

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

By:

/s/ Hrair Achkarian

Hrair Achkarian

Chief Executive Officer, Principal Executive Officer,

Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director

April 16, 2013

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Name and principal position

Number of
late reports

Transactions not
timely reported

Known failures to
file a required form

Hrair Achkarian President, Chief Executive Officer, and Director

W. Scott Boyes
Former Chief Financial Officer, Treasurer, Secretary and Director

Yong Feng Sara Yi Former President, Chief Executive Officer and Director