map-s1a4_6.htm

As filed with the Securities and Exchange Commission on April 7, 2009

Registration No. 333-153726

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

(Amendment No. 5)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

MAP FINANCIAL GROUP, INC.

(Exact name of Registrant as specified in its charter)

Nevada		6199		26-2936813
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

80 Broad Street, Suite 2700

New York, New York 10004

Telephone: (212) 629-1955

(Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

The Incorporator

20 Robert Pitt Drive, Suite 214

Monsey, New York 10952

(Name, address, including zip code, and telephone number, including area code,

of agent for service)

Copies of all Correspondence to:

David Lubin & Associates, PLLC

5 North Village Avenue, 2nd floor

Rockville Centre, New York 11570

Telephone: (516) 887-8200

Facsimile: (516) 887-8250

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

Calculation of Registration Fee

Title of Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Share(1)			Proposed Maximum Aggregate Offering Price (2)			Amount of Registration Fee
Common Stock, $0.001 per share	500,000		$	1.00		$	500,000		$	19.65
Total	500,000		$	500,000		$	500,000		$	19.65	*

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Represents up to a maximum of 500,000 shares of common stock, par value $0.0001 per share, to be offered and sold by the registrant.

* Previously paid.

In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ______ __, 2009

Map Financial Group, Inc.

500,000 Shares of Common Stock

This prospectus relates to the initial public offering of Map Financial Group, Inc. We are offering up to 500,000 newly-issued shares of common stock, par value $0.001 per share. The shares will be offered and sold at a price of $1.00 per share on a “best efforts no minimum basis” by the directors and officers of Map Financial Group, Inc. on its behalf, and no underwriters or broker-dealers will be involved in the offering. Funds received as payment for shares will be deposited into a bank account maintained by us and under our control, and will immediately be available for our use.

There is no minimum number of shares that each subscriber is required to purchase and no minimum number of shares that must be sold in this offering. As a result, we might not be successful in raising a significant amount of capital in this offering.

The offering will commence as soon as practicable after the effective date of the registration statement relating to this prospectus and terminate 180 days after such effective date, but such termination date may be extended for up to an additional 90 days in our discretion. Map Financial Group reserves the right to terminate the offering at an earlier date, in its sole discretion, even if no shares are sold.

There has been no market for our securities and a public market may not develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or quoted on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we intend to have a market maker file an application with the Financial Industry Regulatory Authority, Inc. for our common stock to be eligible for trading on the Over-The-Counter Bulletin Board or a similar electronic inter-dealer quotation system. We do not yet have a market maker who has agreed to file such application.

INVESTING IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The information in this prospectus is not complete and may be changed. This prospectus is included in the registration statement that was filed by us with the Securities and Exchange Commission. The selling security holders may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is ____, 2009

iii

Table of Contents


		Page

Prospectus Summary		1
Risk Factors		4
The Offering		13
Use of Proceeds		14
Determination of Offering Price		14
Dilution		15
Plan of Distribution		16
Description of Securities		19
Interest of Named Experts and Counsel		20
Description of Business		20
Description of Property		30
Legal Proceedings		30
Market for Common Equity and Related Stockholder Matters		31
Dividend Policy		31
Share Capital		31
Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Changes in and Disagreements with Accountants		37
Directors, Executive Officers, Promoters, and Control Persons		38
Executive Compensation		40
Security Ownership of Certain Beneficial Owners and Management		42
Certain Relationships and Related Transactions		43
Legal Matters		45
Experts		45
Indemnification for Securities Act Liabilities		46
Where You Can Find More Information		46
Information Not Required in Prospectus		46
Signatures		54

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

PROSPECTUS SUMMARY

As used in this prospectus, references to the “Company,” “we,” “our” or “us” refer to Map Financial Group, Inc., unless the context otherwise indicates, and the “Operating Subsidiaries” refers collectively to the following wholly-owned subsidiaries of Map Financial Group: Financial Services Inc., a Commonwealth of Dominica corporation; FastCash (Antigua) Limited, an Antigua and Barbuda corporation; FastCash (St. Lucia) Ltd., a St. Lucia corporation; CashExpress Ltd., a St. Vincent and Grenadines corporation; and FastCash Ltd., a Grenada corporation.

The following summary highlights material information contained in this prospectus. Before making an investment decision, you should read the entire prospectus carefully, including the “Risk Factors” section, the financial statements and the notes to the financial statements.

Corporate Background

Dominica corporation. Through the Operating Subsidiaries, we offer short term micro-loans to the employees of various governmental agencies and private companies in the Commonwealth of Dominica, Antigua and Barbuda, St. Lucia, St. Vincent and the Grenadines and Grenada. Our consolidated revenues in the year ended December 31, 2008 amounted to $1,252,862 and our net loss was $149,598.

Our principal executive offices are currently located at 80 Broad Street, Suite 2700, New York, New York 10004, and the telephone number at our principal executive offices is (212) 629-1955. We do not have an internet website at this time.

The Offering

Securities offered:		Up to 500,000 shares of common stock, to be issued and sold by the Company.

Offering price:		$1.00 per share. The $1.00 offering price represents a significant premium over the $0.001 per share offering price for our shares of common stock in the private placement that we completed on July 31, 2008. We believe that the higher offering price is appropriate because the shares of our common stock offered hereby will be registered for public trading.

Shares outstanding prior to offering:		20,000,000 shares of common stock.

Shares outstanding after offering:		20,500,000 shares of common stock, if we are successful at selling all the shares offered hereby.

		Jonathan Chesky Malamud, our CEO, President and a director, holds proxies entitling him to vote 100% of the outstanding stock. As a result, Mr. Malamud has complete control over all matters submitted to our stockholders for approval. None of our executive officers and directors has any intention to purchase shares in the offering.

Market for the common shares:		There is currently no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the FINRA for our common stock to be eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application.

		There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities

		offered herein should the purchaser desire to do so when eligible for public resale.

Use of proceeds:		If we are successful at selling the maximum of 500,000 shares we are offering, our gross proceeds from this offering will be $500,000. We intend to use these proceeds towards marketing, general and administrative expenses and working capital. See the section below entitled “Use of Proceeds.”

Offering period		The offering will commence as soon as practicable after the effective date of the registration statement relating to this prospectus and terminate 180 days after such effective date, but such termination date may be extended for up to an additional 90 days in our discretion.

		We reserve the right to terminate the offering at an earlier date, in our sole discretion, even if no shares are sold. In the event that the offering is terminated at an earlier date, funds received with respect to subscriptions made prior to any such termination will be non-refundable to subscribers.

Summary Consolidated Financial Information

The following tables set forth certain summary, consolidated, audited financial information of Map Financial Group, Inc. This information is derived from, it should be read in conjunction with, and it is qualified in its entirety by reference to the attached consolidated, audited financial statements of Map Financial Group for the years ended December 31, 2008 and 2007, including the notes thereto, and the Management’s Discussion and Analysis of Financial Condition and Results of Operation below.

The financial statements of Map Financial Group have been prepared in accordance with accounting principles generally accepted in the United States and general practices within the financial services industry. The financial condition and results of operations of the Operating Subsidiaries are measured using the local currency, Eastern Caribbean Dollars, as the functional currency. The Operating Subsidiaries generate and expend cash primarily in their local currency. Revenues and expenses have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. There were no major exchange rate fluctuation during the period presented below, and therefore no foreign exchange gain or loss arising from translation was recorded for these periods.

	Map Financial Group, Inc. Consolidated Income Statements
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2006
	(Audited)

Income	$	1,252,862		$	348,325		$	188,539

Operating Expenses		1,402,460			456,876			170,278

Income Tax Provision		-			19,435			10,290

Net Profit (Loss)		(149,598	)		(127,986	)		7,971

Basic and Diluted Net Profit (Loss) Per Share:	$	(0.00748	)	$	(0.00640	)	$	0.00040

Weighted Average Number of Common Shares Outstanding		20,000,000			20,000,000			20,000,000

	Consolidated Balance Sheets
	December 31, 2008		December 31, 2007
	(Audited)

Current Assets	$	1,935,826	$	1,152,711

Total Assets		2,155,207		1,192,107

Current Liabilities		2,374,099		1,258,212

Total Liabilities and Stockholders’ Deficit	$	2,155,207	$	1,192,107

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding to invest in our Company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.

Risk Factors Relating to Our Company

We may never be able to effectuate our business plan or achieve profitability; at this stage of our business, even with our good faith efforts, potential investors have a high probability of losing their entire investment.

Map Financial Group was established on June 27, 2008, to act as a holding company for the Operating Subsidiaries that provide micro-lending services in the Caribbean. Our operations to date have been focused on organizational, start-up and fund-raising activities and our acquisition of FastCash International Limited. We incurred net losses of $149,598 and $127,986, respectively, in the years ended December 31, 2008 and 2007. Furthermore, our revenue and income potential following the combination of the Operating Subsidiaries, which occurred in July 2008, is unproven, as the lack of operating history on a consolidated basis makes it difficult to evaluate the future prospects of our business. Failure to profitably integrate these businesses or to successfully combine and implement our operations and strategies could have a material adverse effect on our operating results.

Our continuation as a going concern is in doubt, and we will be forced to cease business operations if we cannot generate profitable operations in the future.

The Company has incurred losses since inception, and as of December 31, 2008 our current liabilities exceeded our current assets by $438,273 and our total assets by $218,892. As a result, there is substantial doubt as to the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish its business plan and attain profitable operations.Our independent auditors have included an explanatory paragraph in their report on the accompanying financial statements regarding our ability to continue as a going concern, and our financial statements contain related disclosures in footnote 13.

Since repayment in full of our working capital loan facility is due on July 10, 2010, we might find ourselves in a position that we cannot make any additional micro-loans. This situation would significantly impact our operations.

The Master Loan Agreement among MapCash Management, Ltd., FastCash International Limited and the Operating Subsidiaries, pursuant to which FastCash International and the Operating Subsidiaries can borrow up to $10,000,000, is due and payable in full on July 10, 2010. If we are unable to generate sufficient cash flows from operations, we will continue to be dependent on this credit facility. In the event of a default under the Master Loan Agreement, after repayment is demanded or if we are unable to borrow funds pursuant to the Master Loan Agreement for any other reason, we will not be able to make any additional loans until we enter into another credit facility or locate another source of financing. If we cannot secure a new credit facility or locate another source of funding and, as a result, cannot continue making loans after our existing credit facility matures, there would be a material adverse effect on our financial condition and results of operations and our stockholders may lose their entire investment in the Company.

If Ice Assets, LLC refuses to advance funds to MapCash Management, Ltd., MapCash Management might not be able to advance funds to us under the Master Loan Agreement and we will not be able to continue making micro-loans. This situation would significantly impact our operations.

MapCash Management, Ltd. obtains the funds required to make loans to FastCash International and the Operating Subsidiaries under the Master Loan Agreement pursuant to a $10,000,000 Line of Credit agreement between MapCash Management and Ice Assets, LLC, a New York limited liability company which is 50% owned by Joel Zev Drizin, a director of the Company. The terms of the $10,000,000 Line of Credit agreement provide, among other things, that Ice Assets has sole and absolute discretion with respect to any advances to MapCash Management. If Ice Assets refuses to advance funds to

MapCash Management under the $10,000,000 Line of Credit agreement and if MapCash Management is unable to secure an alternative source of funding, MapCash Management might not be able to advance funds to us under the Master Loan Agreement. In any such event, if we cannot secure an alternative source of funding we will not be able to continue making micro-loans and that would have a material adverse effect on our financial condition and results of operations.

If we are unable to obtain additional financing, our business operations will be harmed. Even if we do obtain additional financing then our existing shareholders may suffer substantial dilution.

We require additional funds to operate our business and anticipate that we will require a minimum of $1,127,000 to fund our continued operations for the next twelve months. In addition, we have outstanding obligations to be paid in the next twelve months equaling $344,268. Although the Operating Subsidiaries are parties to the $10,000,000 Master Loan Agreement with MapCash Management, we currently have no definitive plan as to how we intend to raise the funds required to operate our business for the next twelve months and satisfy our outstanding obligations. The inability to raise the required capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain necessary financing, we will likely be required to curtail our plans which could result in us not becoming profitable. If we have to issue stock, such additional equity financing may involve substantial dilution to our then existing shareholders.

We are subject to any new or additional laws enacted by foreign governments.

Based on legal opinions that we have received, we believe that we are not presently subject to the banking and financial institution laws and regulations of the Caribbean countries in which we operate. However, foreign governments may impose new or additional rules on offering short term micro-loans, including regulations which (i) regulate the interest rate which we can charge on the loans we make; (ii) prohibit transactions in, to or from certain countries, governments, nationals and individuals or entities; (iii) impose additional identification, reporting or recordkeeping requirements; (iv) limit or restrict the revenue which may be generated from such loans; (v) require additional disclosures to the borrowers; or (vi) require a license to lend money. In addition, we are subject to all other laws and regulations of the foreign countries in which we operate. Such legislation may curtail our operations, reduce the amount of profits we make on loans and otherwise have an adverse impact on our operations. We may not have the resources to obtain any new license requirements imposed by any regulatory agencies which have jurisdiction over our business.

If we lose the services of key members of our management team, we may not be able to execute our business strategy effectively.

The success of our business is dependent on the services of our officers and directors, particularly Mr. Jonathan Chesky Malamud, our CEO and President, Mr. Robert Tonge, our COO, and Mr. Samuel Rosenberg, our CFO. The services of these individuals are

critical to our overall management and operations as well as our strategic direction. None of these individuals are required to work exclusively for us, and we do not have any employment agreements, written or otherwise, with any of these individuals. We do not have any key-man life insurance policies. The loss of any of our management or key personnel could materially harm our business.

If we lose the services of NBL Technologies Inc., we may not be able to execute our business strategy effectively.

Each of the Operating Subsidiaries is a party to a three year services agreement with NBL Technologies Inc., a Belizean corporation that is controlled by our Chief Operating Officer, Robert Tonge. Pursuant to these agreements, NBL Technologies provides personnel management, facilities and equipment management and other services to the Operating Subsidiaries. If we are unable to obtain these services from NBL Technologies for any reason and are unable to secure an alternative provider of these services, we will not be able to execute our business strategy effectively and our stockholders may lose their entire investment in us.

Our executive officers beneficially own a majority of the outstanding shares of our common stock, and other stockholders may not be able to influence control of the Company or decision making by management of the Company.

Our officers and directors presently own 91% of our outstanding common stock. In addition, Mr. Jonathan Chesky Malamud, our CEO, President and a director, holds proxies entitling him to vote 100% of the outstanding stock. As a result, our executive officers have complete control over all matters submitted to our stockholders for approval including the following matters: election of our board of directors; removal of any of our directors; amendment of our Articles of Incorporation or bylaws; and adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving the Company. Stockholders may find that corporate decisions influenced by our executive officers are inconsistent with their interests. In addition, stockholders may not be able to change the directors and officers, and are accordingly subject to the risk that management cannot manage the affairs of the Company in accordance with such stockholders’ wishes.

If estimates of our loan losses are not adequate to absorb actual losses, our financial condition and results of operations may be adversely affected.

We maintain allowances for loan losses at levels deemed adequate by management to cover projected losses in the collection of our outstanding loans. The amount of the allowances that we reserve to cover loan losses is based on our limited historical experience, as well as management’s assessment and periodic reassessment of our customers and their employers, the general economic conditions in the countries in which we operate, industry standards and generally accepted accounting principles. Any changes in economic factors that adversely affect our customers, their employers or general economic conditions could result in a higher loan loss experience than anticipated, which could adversely affect our loan charge-offs and operating results. If actual loan losses are materially greater than our allowance for losses, our financial condition and results of operations could be adversely affected.

Our officers have no experience in managing a public company, which increases the risk that we will be unable to establish and maintain all required disclosure controls and procedures and internal controls over financial reporting and meet the public reporting and the financial requirements for our business.

Our management has a legal and fiduciary duty to establish and maintain disclosure controls and control procedures in compliance with the securities laws, including the requirements mandated by the Sarbanes-Oxley Act of 2002. Although our officers have substantial business experience, they have no experience in managing a public company. The standards that must be met for management to assess the internal control over financial reporting as effective are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. Because our officers have

no prior experience with the management of a public company, we may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting, and disclosure controls and procedures. In addition, the attestation process by our independent registered public accounting firm is new and we may encounter problems or delays in completing the implementation of any requested improvements and receiving an attestation of our assessment by our independent registered public accounting firm. If we cannot assess our internal control over financial reporting as effective or provide adequate disclosure controls or implement sufficient control procedures, or our independent registered public accounting firm is unable to provide an unqualified attestation report on such assessment, investor confidence and share value may be negatively impacted.

Risk Factors Relating to Our Common Stock

We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorizes the issuance of 500 million shares of common stock, par value $.001 per share, of which 20 million shares are currently issued and outstanding, and 5 million shares of preferred stock, par value $.001 per share, none of which are currently issued and outstanding. The future issuance of common stock or convertible preferred stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock. We do not currently have any plans, arrangements or understandings to issue additional shares of common or preferred stock in the next twelve months.

Our common stock is subject to the “penny stock” rules of the Securities and Exchange Commission (“SEC”) and the trading market in our securities will in all likelihood be limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient

knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Security and Exchange Commission relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

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

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

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.

The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock.

We believe that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:


	•	Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

	•	Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

	•	“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

	•	Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

The offering price of our common stock could be higher than the market value, causing investors to sustain a loss of their investment.

The price of our common stock in this offering has not been determined by any independent financial evaluation, market mechanism or by our auditors, and is therefore, to a large extent, arbitrary. Our independent auditor has not reviewed management’s valuation, and therefore expresses no opinion as to the fairness of the offering price as determined by our management. As a result, the price of the common stock in this offering may not reflect the value perceived by the market. If the shares offered hereby cannot subsequently be sold at or above the price for which they are offered, investors may lose a portion or all of their investment.

The price at which we sold shares of our common stock in our private placement was significantly lower than the price of our common stock in this offering; if investors in our private placement offer to sell their shares at a lower price than the price per share in this offering, the market price of our shares would be adversely effected.

On July 31, 2008 we completed a private placement of 10 million shares of our common stock for aggregate gross proceeds of $10,000, or $0.001 per share. If this offering is completed and a public market for our shares is established, after the expiration of the applicable waiting period investors in our private placement may offer and sell a substantial number of shares at a price which is significantly lower than the $1 per share price in this offering. Any such offers and sales could have a material adverse effect on the value of our shares, as perceived by the market, making it difficult for investors in this offering to realize any gain on their investments in our common stock. The successful completion of this offering and the establishment of a public market for our shares would facilitate any such sales by the investors in our private placement.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

There is currently no public market for our securities, a public market for our securities might never develop and our common stock might never be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

There has not been any established trading market for our common stock, and there is currently no public market whatsoever for our securities. Additionally, no public trading can occur until we file and have declared effective a Registration Statement with the SEC. Even after registration with the SEC, a lack of investor interest in us could prevent the development of an active, liquid trading market for our common stock. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of the Company and general economic and market conditions.

If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.

All of the outstanding shares of our common stock held by present stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended.

As restricted shares, they may be resold only pursuant to an effective registration statement or pursuant to the requirements of Rule 144 or other applicable exemptions from registration under the Securities Act and as required under applicable state securities laws. On November 15, 2007, the Securities and Exchange Commission adopted changes to Rule 144, which shorten the holding period for sales by non-affiliates to six months (subject to extension under certain circumstances) and remove the volume limitations for such persons. The changes became effective in February 2008. Rule 144 provides, in essence, that a shareholder that is not affiliated with the issuer (and has not been an affiliate of the issuer for at least 90 consecutive days prior to the sale) who has held restricted securities for a prescribed period may, under certain conditions, sell an unlimited number of the issuer’s restricted securities so long as the issuer has filed all reports and other material required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as applicable, during the preceding 12 months. With respect to affiliates, Rule 144 provides that an affiliate who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1.0% of a company’s outstanding common stock. The alternative average weekly trading volume during the four calendar

weeks prior to the sale is not available to our shareholders being that the Over the Counter Bulletin Board (“OTCBB”) (if and when our shares are listed thereon) is not an “automated quotation system” and, accordingly, market based volume limitations are not available for securities quoted only over the OTCBB. As a result of the revisions to Rule 144, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of six months, if the Company has filed its required reports with the SEC. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

Our Articles of Incorporation authorize us to issue up to 5,000,000 shares of “blank check” preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue any such shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.

We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

If we become registered with the SEC, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.

The costs to meet our reporting and other requirements as a public company subject to the Securities Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.

If this offering is successful, we will become a public entity, subject to the reporting requirements of the Securities Exchange Act of 1934. As a result, we will incur ongoing

expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $200,000 per year for the next few years and will be higher if our business volume and activity increases but lower during the first year of being public because our overall business volume will be lower, and we will not yet be subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. As a result, we may not have sufficient funds to grow our operations.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures.

Because all our directors are non-independent, we do not currently have independent audit or compensation committees. As a result, our directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

THE OFFERING

This prospectus relates to the initial public offering and sale by us of up to an aggregate of 500,000 shares of the Company’s common stock, par value $0.001 per share. Such shares will be offered and sold at a price of $1.00 per share on a “best efforts no minimum basis” by our directors and officers on our behalf, and no underwriters or broker-dealers will be involved in the offering. Funds received as payment for shares will be deposited into a bank account maintained by us and under our control, and will immediately be available for our use. All funds received by us will be retained for our use and will not be refunded.

The offering will commence as soon as practicable after the effective date of the registration statement relating to this prospectus and terminate 180 days after such

effective date, but such termination date may be extended for up to an additional 90 days in our discretion. We reserve the right to terminate the offering at an earlier date, in our sole discretion, even if no shares are sold.

USE OF PROCEEDS

If the sale of the maximum amount of shares being offered herein is achieved, of which there is no assurance, we estimate that the net proceeds from this offering will be approximately $400,000, after deducting $100,000 for estimated offering expenses, which include legal and accounting fees.

The proceeds are expected to be disbursed, in the priority set forth below, during the first twelve (12) months after the successful completion of the offering as set forth in the table below. The table below sets forth the use of proceeds if only 250,000 shares and if all 500,000 shares are sold.

	Sale of 250,000 Shares		Sale of 500,000 Shares
Gross Proceeds:	$	250,000	$	500,000
Offering Expenses:	$	100,000	$	100,000
Net Proceeds:	$	150,000	$	400,000

The net proceeds will be used as follows:

Marketing:	$	30,000	$	80,000
Working Capital:	$	120,000	$	320,000
Totals:	$	150,000	$	400,000

That portion of the net proceeds not required for immediate expenditure may be deposited into an interest-bearing account or invested in short-term government notes, treasury bills, or similar obligations of financial institutions, at the sole discretion of the Company.

DETERMINATION OF OFFERING PRICE

Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. Our Company will be offering the shares of common stock being covered by this prospectus at a price of $1.00 per share. Such offering price does not have any relationship to any established criteria of value, such as book value or earnings per share. Because we have no significant operating history and have not generated any revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the

current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion.

The $1.00 offering price represents a significant premium over the $0.001 per share offering price for our shares of common stock in the private placement that we completed on July 31, 2008. We believe that the higher offering price is appropriate because the shares of our common stock offered hereby will be registered for public trading.

The offering price was determined arbitrarily based on a determination of the Board of Directors of the price at which they believed investors would be willing to purchase the shares. Additional factors that were included in determining the offering price are the lack of liquidity resulting from the fact that there is no present market for our stock and the high level of risk considering our lack of profitable operating history.

DILUTION

10,000,000 shares of our presently issued and outstanding shares of common stock were issued in a private placement to our initial shareholders at par value in consideration for cash payments aggregating $10,000. In contrast, all of the shares offered hereby are being offered at $1.00 per share. Accordingly, the shares being offered hereby are being offered at a significantly higher price than the price paid by our founders, officers, directors and affiliates for shares of common stock purchased by them before this offering. The following table assumes that 500,000 shares will be issued and sold in this offering and compares, on a pro forma basis, the ownership percentage acquired and the consideration paid by our founders, officers, directors and affiliates to the ownership percentage and offering price per share being offered hereby.

	Number of Shares		Percentage of Outstanding Shares		Consideration Paid		Percentage of Total Consideration Paid			Average Price Per Share
Initial Shareholders, Officers and Directors	10,000,000		48.78	%	$	10,000		1.96	%	$	0.001

New Investors	500,000		2.44	%	$	500,000		98.04	%	$	1.00

Total	10,500,000	(1)	51.22	%	$	510,000		100	%(2)

(1) Excludes 10,000,000 shares issued to Bayville Global, Ltd. on August 29, 2008 in exchange for all of the issued and outstanding share capital of FastCash International Limited, a British Virgin Islands company.

(2) Excludes the consideration paid by Bayville Global, Ltd. for 10,000,000 shares of our common stock that were issued to Bayville Global, Ltd. on August 29, 2008 in exchange for all of the issued and outstanding share capital of FastCash International Limited.

“Dilution” as the term is used herein, is a reduction in the value of a purchaser’s investment measured by the difference between the purchase price and the net tangible book value of the common shares after the purchase takes place. “Net book value” represents the amount of total assets less the amount of total liabilities divided by the number of shares of our common stock outstanding. This dilution arises mainly from the arbitrary decision as to the offering price per share and the lower book value of the shares of our currently outstanding. As we are a development stage company with limited assets and no operations or revenues at this time, there is no reasonable measure of the net tangible book value per share for our outstanding common stock.

The following table summarizes the dilution which investors participating in the offering would incur and the benefit to current shareholders as a result of this offering, if 250,000 shares or 500,000 shares are sold (after deducting any legal, accounting, printing, or other offering costs incurred in connection with this offering, which are estimated to be approximately $100,000 in the aggregate).

	Sale of 250,000 Shares		Sale of 500,000 Shares
Net Tangible Book Value Per Share Prior to the Offering	$	0.011	$	0.011

Increase in Net Tangible Book Value Per Share Attributable to this Offering	$	0.007	$	0.020

Net Tangible Book Value Per Share After this Offering	$	0.018	$	0.031

Dilution to New Investors	$	0.982	$	0.969

PLAN OF DISTRIBUTION

We are offering up to a maximum of 500,000 shares of our common stock by direct public offering on a “best efforts no minimum basis.” The offering price is $1.00 per share. The shares will be sold on our behalf by our officers and directors. None of our officers or directors will receive any commissions or proceeds from the offering for selling shares on our behalf. No brokers, dealers or finders or agent for commission are involved in this offering.

The offering will commence as soon as practicable after the effective date of the registration statement relating to this prospectus. It will terminate 180 days after such effective date, but such termination date may be extended for up to an additional 90 days in our discretion. We reserve the right to terminate the offering at an earlier date, in our sole discretion, even if no shares are sold.

There are no other minimum purchase requirements, and there are no arrangements to place the funds in an escrow, trust, or similar account. Funds received by us as payment for shares subscribed for in the offering will be deposited into a bank account maintained by us and under our control and will immediately be available for our use. All funds received by us will be retained for our use and will not be refunded.

As noted above, we will sell the shares in this offering through our officers and directors. Such persons will receive no commission from the sale of any shares. They will not register as a broker-dealer under section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer’s securities and not be deemed to be a broker/dealer. The conditions are namely: (1) The person is not statutorily disqualified, as that term is defined in Section 3(a)(39) of the Exchange Act, at the time of his participation; (2) The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; (3) The person is not at the time of their participation, an associated person of a broker/dealer; and (4) The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) does not participate in selling and offering of securities for any issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Our officers and directors are not statutorily disqualified, are not being compensated, and are not associated with a broker/dealer. They are and will continue to be our officers and directors at the end of the offering and have not been during the last twelve months and are currently not a broker/dealer or associated with a broker/dealer. They will not participate in selling and offering securities for any issuer more than once every twelve months.

Only after our registration statement relating to this prospectus is declared effective by the SEC, do we intend to hold investment meetings in various states where the offering will be registered. We will not utilize the Internet or any form of paid media to advertise our offering, but rather through meetings arranged by our officers and directors and their business associates and their friends or relatives who may also distribute the prospectus to potential investors who are interested in us and in making a possible investment in the offering. No shares purchased in this offering will be subject to any kind of lock-up or trust agreement, implicit or explicit.

Procedures for Subscribing

We will not accept any money until this registration statement is declared effective by the SEC. Once the registration statement is declared effective by the SEC, if you decide to subscribe for any shares in this offering, you must

1. execute and deliver a subscription agreement, a copy of which is included with the prospectus.

2. deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to “Map Financial Group Inc.”

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us.

Underwriters

We have no underwriter and do not intend to have one. In the event that we sell or intend to sell by means of any arrangement with an underwriter, then we will file a post-effective amendment to this registration statement on Form S-1 to accurately reflect the changes to us and our financial affairs and any new risk factors, and in particular to disclose such material relevant to this Plan of Distribution.

Regulation M

We are subject to Regulation M of the Securities Exchange Act of 1934. Regulation M governs activities of underwriters, issuers, selling security holders, and others in connection with offerings of securities. Regulation M prohibits distribution participants and their affiliated purchasers from bidding for purchasing or attempting to induce any person to bid for or purchase the securities being distributed.

Penny Stock Regulations

You should note that our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and

“accredited investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

DESCRIPTION OF SECURITIES

The following description of our capital stock is a summary and is qualified in its entirety by the provisions of our Articles of Incorporation which have been filed as an exhibit to our registration statement of which this prospectus is a part.

Common Stock

We are authorized to issue 500,000,000 shares of common stock, par value $0.001, of which 20,000,000 shares are issued and outstanding as of April 1, 2009. Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors. The holders of shares of common stock have no preemptive, conversion, subscription or cumulative voting rights. There is no provision in our Articles of Incorporation or By-laws that would delay, defer or prevent a change in control of our Company.

Preferred Stock

We are authorized to issue 5,000,000 shares of preferred stock, par value $0.001, none of which is issued and outstanding. Our board of directors has the right, without shareholder approval, to issue preferred shares with rights superior to the rights of the holders of shares of common stock. As a result, preferred shares could be issued quickly and easily, negatively affecting the rights of holders of common stock and could be issued with terms calculated to delay or prevent a change in control or make removal of

management more difficult. Because we may issue up to 5,000,000 shares of preferred stock in order to raise capital for our operations, your ownership interest may be diluted which results in your percentage of ownership in our Company decreasing.

Warrants and Options

There are no warrants, options or other convertible securities currently outstanding.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Company or any of its parents or subsidiaries. Nor was any such person connected with the Company or any of its subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.

DESCRIPTION OF BUSINESS

Map Financial Group, Inc. was incorporated under the laws of the State of Nevada on June 27, 2008, to act as a holding company for five indirect, wholly-owned operating subsidiaries that provide micro-lending services in the Caribbean, which subsidiaries are referred to herein as the Operating Subsidiaries. Through the Operating Subsidiaries, we offer short term micro-loans to the employees of various governmental agencies and private companies in the Commonwealth of Dominica, Antigua and Barbuda, St. Lucia, St. Vincent and the Grenadines and Grenada.

The address of our principal executive office is 80 Broad Street, Suite 2700, New York, New York 10004. Our telephone number is (212) 629-1955. We do not have an internet website at this time.

History

On July 14, 2008 FastCash International Limited acquired the Operating Subsidiaries and FastCash Dominica Ltd., which has been inactive since its formation, from Robert Tonge, our Chief Operating Officer. Each of the Operating Subsidiaries was owned and operated by Mr. Tonge from the date of its incorporation until it was acquired by FastCash International.

On July 31, 2008, we completed a private placement of 10 million shares of our common stock to 18 investors. The consideration paid for the shares was $0.001 per share, for aggregate gross proceeds of $10,000.

On August 29, 2008 we acquired all of the shares of FastCash International from Bayville Global, Ltd., a British Virgin Islands corporation, in a share exchange in which we issued 10 million shares of our common stock to Bayville Global.

The following chart illustrates our corporate structure:

Business

The management of FastCash International has established and, through the Operating Subsidiaries, it manages the operations of 5 branch offices and one agency (FastCash Ltd.) in five Eastern Caribbean countries. Each of the Operating Subsidiaries is a party to a three-year services agreement with NBL Technologies Inc., a Belizean corporation that is controlled by our Chief Operating Officer, Robert Tonge. Pursuant to these services agreements, NBL Technologies provides personnel management, facilities and equipment management and other services to our operating subsidiaries. FastCash International provides comprehensive management and personnel training and ongoing support for the employees of the Operating Subsidiaries. Training covers all aspects of the business, including loan approvals and processing, technology, marketing and banking and accounting. FastCash International also provides customer support via telephone and email. FastCash International obtains these services from its parent, Map Financial Group, pursuant to the terms of the Master Services Agreement between Map Financial

Group and FastCash International. In accordance with this agreement, which has a term of 3 years and is automatically renewable unless terminated by either party upon 180 days notice, payment for these services is based on the costs incurred by FastCash International.

The bulk of our revenues have been generated by interest on the loans that we make and associated fees, which together accounted for approximately 99% and 98%, respectively, of our revenues in the years ended December 31, 2008 and 2007. The balance of our revenue was generated by check cashing services and pre-paid debit card sales, operations that were terminated in 2008.

Loan funds are given to the employee/borrower on a pre-paid debit card. These cards are made available to us pursuant to the terms of the Master Loan Agreement, dated as of August 6, 2008, between MapCash Management Ltd., FastCash International Limited, FastCash Dominica Ltd. and the Operating Subsidiaries. Once a loan is approved and the required documentation is finalized, loan proceeds are made available to the borrower within a few hours of the loan approval. We have developed an integrated, proprietary, secure Internet-based system to administer the funding and processing of cash advance loans and payments.

Lending Practices. Our lending practices are tailored to the special circumstances in developing markets. In order to minimize our exposure, credit will only be offered to employees of institutions that have been approved in advance. All loans are repaid by the borrowers’ employers through salary deductions, and the prospective borrower must be an employee in good-standing for a minimum length of time. The loan amounts will be limited to a pre-determined percentage of the employee’s take-home pay. Prior to making any loan, the borrower’s employer acknowledges the terms of the borrower’s employment – generally how long the person has been employed and his or her current salary. Then the employer authorizes monthly salary deductions of interest, fees and principal from the employee’s paycheck, and the employee signs a promissory note for the aggregate principal amount of the loan, the interest and the fees. Although the employee is personally obligated to the particular Operating Subsidiary that is making the loan, the monthly installment payments are automatically deducted from the borrower’s paycheck and sent to the lending subsidiary directly by the employer.

The current negative economic conditions have not had any significant impact on our business to date. Although demand for our loans has not been affected, we recognize that borrowers may become unemployed as a result of layoffs and have taken steps to minimize the number of borrowers who are employed by especially vulnerable industries, such as the tourism industry.

Approved Employers; Approval Process

In order to qualify as an approved institution, an employer must (i) be in continuous operation for a period of at least two years, (ii) be registered with the national insurance or social security agencies and be current in all of its related payment obligations, and (iii) submit a registration form bearing a corporate seal and the signature of the owner, manager or chief accountant. Our local staff will be asked to confirm that they are personally familiar with the employer and its level of operations, and if they are not a representative will visit the prospective employer’s office in order to confirm the veracity of the information submitted in the registration form.

Since the commencement of our operations in June 2004 and through December 31, 2008, we have extended loans to the employees of an aggregate of approximately 1,347 approved institutions. In the Commonwealth of Dominica, where operations commenced in June 2004 - more than two years before our expansion into other countries - we extended loans to the employees of approximately 380 approved institutions. In St. Lucia, where the population is significantly bigger than the population in the other countries in which we operate, we extended loans to the employees of approximately 373 approved institutions. In St. Vincent and the Grenadines we extended loans to the employees of approximately 226 approved institutions, in Grenada we extended loans to the employees of approximately 189 approved institutions, and in Antigua and Barbuda we extended loans to the employees of approximately 179 approved institutions.

In the year ended December 31, 2008, the Operating Subsidiaries extended loans to the employees of a total of 1,187 approved institutions, an increase of approximately 38.2% as compared to a total of 859 participating institutions in the year ended December 31, 2007.

In the year ended December 31, 2008, 373 participating institutions, or 31% of the total, were located in St. Lucia and 271 participating institutions, or 23% of the total, were located in the Commonwealth of Dominica. In the same period, 18% of the participating institutions were located in St. Vincent and the Grenadines, 16% were located in Grenada and 12% were located in Antigua and Barbuda. In the year ended December 31, 2007, 33.9% of the participating institutions were located in St. Lucia, 32.1% were located in the Commonwealth of Dominica, 13.7% were located in Antigua and Barbuda, 12.1% were located in St. Vincent and the Grenadines, and 8.1% were located in Grenada.

We do not charge or pay any fees to employer institutions in connection with our approval process. Employers that are government agencies deduct a monthly fee equal to 2% of each monthly repayment installment from the borrower employee’s salary, for loans made in St. Lucia, and 2.5% of each monthly repayment installment for loans made in the Commonwealth of Dominica. In our employer approval process, factors such as the number of employees, accounting and payroll practices, reputation and corporate good standing are analyzed, in order to determine whether lending services should be extended to an institution’s employees. All approved employers must complete and return a questionnaire before any loans will be extended to their employees.

Number of Loans

Since the commencement of our operations in June 2004 and through December 31, 2008 we have extended an aggregate of approximately 19,017 loans, including 9,570 loans in the Commonwealth of Dominica, 4,429 loans extended in St. Lucia, 2,049 loans extended in Antigua and Barbuda, 1,750 loans extended in St. Vincent and the Grenadines, and 1,219 loans extended in Grenada.

In the year ended December 31, 2008 we extended an aggregate of approximately 9,621 loans, an increase of approximately 68.9% as compared to the 5,696 loans extended in the year

ended December 31, 2007 and an increase of 270.3% as compared to the 2,598 loans extended in the year ended December 31, 2006.

In St. Lucia in the year ended December 31, 2008 we extended an aggregate of approximately 2,955 loans, an increase of 100.6% as compared to 1,473 loans extended in St. Lucia in the period from June 29, 2007 (inception) to December 31, 2007. In the Commonwealth of Dominica we extended an aggregate of approximately 2,921 loans in the year ended December 31, 2008, a decrease of 2.9% as compared to the 3,009 loans extended in the Commonwealth of Dominica in the year ended December 31, 2007, and an increase of 15% as compared to the 2,541 loans extended in the Commonwealth of Dominica in the year ended December 31, 2006. In the period from June 25, 2004 (inception) to December 31, 2005 we extended an aggregate of approximately 1,099 loans in the Commonwealth of Dominica. In St. Vincent and the Grenadines we extended an aggregate of approximately 1,515 loans in the year ended December 31, 2008, an increase of 544.7% as compared to 235 loans extended in St. Vincent and the Grenadines in the period from October 22, 2007 (inception) to December 31, 2007. In Antigua and Barbuda we extended an aggregate of approximately 1,233 loans in the year ended December 31, 2008, an increase of 62.5% as compared to 759 loans extended in Antigua and Barbuda in the year ended December 31, 2007 and an increase of 2063% as compared to the 57 loans extended in the period from July 10, 2006 (inception) to December 31, 2006. In Grenada we extended an aggregate of 997 loans in the year ended December 31, 2008, an increase of 353.2% as compared to 220 loans extend in Grenada in the period from May 24, 2007 (inception) to December 31, 2007.

The following table illustrates the data set forth in the preceding paragraph regarding the number of loans that we extended in the period from January 1, 2006 to December 31, 2008.

Country	Inception Date	Year Ended December 31, 2008		Year Ended December 31, 2007		Year Ended December 31, 2006
St. Lucia	June 29, 2007		2,955		1,473		--
Dominica	June 25, 2004		2,921		3,009		2,541
St. Vincent	October 22, 2007		1,515		235		--
Antigua	July 10, 2006		1,233		759		57
Grenada	May 24, 2007		997		220		--
Total			9,621		5,696		2,598

Approximately 52% of all of our borrowers in the 12 months ended December 31, 2008 have obtained loans from us in the past. In Antigua and Barbuda the number is approximately 56%, and in the Commonwealth of Dominica repeat borrowers currently constitute approximately 74% of our customers. Generally, a specific borrower will not be allowed to obtain a new loan before an outstanding loan to the same borrower has been repaid in full. However, in exceptional and very rare cases we will allow a borrower to refinance an outstanding loan with a new, larger loan.

Loan Amounts

Loan amounts range from a maximum of $1,840 to a minimum of $38.60. The average amount financed in the year ended December 31, 2008 was $581.30, as compared to $481.61 in the year ended December 31, 2007, representing an increase of approximately 20.7%.

Loan amounts tend to be highest in Antigua and Barbuda, were they averaged approximately $790.26 in the year ended December 31, 2008, an increase of approximately 13.3% as compared to an average of $697.37 in the year ended December 31, 2007. In St. Lucia the average amount financed in the year ended December 31, 2008 was $610.93, an increase of approximately 12.6% as compared to an average of $542.44 in the year ended December 31, 2007. In the Commonwealth of Dominica the average in the year ended December 31, 2008 was $571.97, an increase of approximately 46.6% as compared to an average of $390.22 in the year ended on December 31, 2007. In St. Vincent and the Grenadines the average amount financed in the year ended December 31, 2008 was $481.80, an increase of approximately 9.8% as compared to $438.83 in the year ended December 31, 2007. In Grenada the average amount financed in the period ending December 31, 2008 was $451.47, a 33.2% increase over the same period in 2007 averaging $338.83.

As of December 31, 2008, the aggregate amount financed of all of the loans extended by the Operating Subsidiaries since inception was $9,488,598, including $3,982,533 in the Commonwealth

of Dominica, $2,604,313 in St. Lucia, $1,543,913 in Antigua and Barbuda, $833,185 in St. Vincent and the Grenadines, and $524,654 in Grenada. In the year ended December 31, 2008 the aggregate principal amount of all of the loans extended by the Operating Subsidiaries was $5,630,592, an increase of approximately 110% as compared to $2,680,444 in the year ended December 31, 2007, and 563% more than the aggregate principal amount of $849,228 in funds loaned by our subsidiaries in the year ended December 31, 2006.

In St. Lucia, the aggregate amount of the loans extended in the year ended December 31, 2008 was $1,805,295, an increase of 125.9% as compared to $799,018 in the period from June 29, 2007 (inception) to December 31, 2007. In the Commonwealth of Dominica, the aggregate amount of the loans extended in the year ended December 31, 2008 was $1,670,735, an increase of 42.3% as compared to $1,174,178 in the year ended December 31, 2007, approximately 106% more than the $809,286 in aggregate funds loaned in the Commonwealth of Dominica in the year ended December 31, 2006, and approximately 408.8% more than the $328,334 in aggregate funds loaned in the Commonwealth of Dominica in the period from June 25, 2004 (inception) to December 31, 2005. In Antigua and Barbuda, the aggregate amount of the loans extended in the year ended December 31, 2008 was $974,391, an increase of approximately 84% as compared to $529,580 in the year ended December 31, 2007 and approximately 2,340% more than the $39,942 in aggregate funds loaned in Antigua and Barbuda in the period from July 10, 2006 (inception) to December 31, 2006. In the period from July 10, 2006 (inception) to December 31, 2006 it was $39,942. In St. Vincent and the Grenadines, the aggregate amount of the loans extended in the year ended December 31, 2008 was $730,060, an increase of 607.9% from $103,125 in the period from October 22, 2007 (inception) to December 31, 2007. In Grenada, the aggregate amount of the loans extended in the year ended December 31, 2008 was $450,111, an increase of approximately 503% from $74,543 in the period from May 24, 2007 (inception) to December 31, 2007.

The following table illustrates the data set forth in the preceding paragraphs regarding the aggregate amount of funds loaned by each of the Operating Subsidiaries in the period from January 1, 2006 to December 31, 2008.

		Year Ended December 31, 2008				Year Ended December 31, 2007				Year Ended December 31, 2006
Country	Inception Date	Amount Financed		Avg. Loan Amount		Amount Financed		Avg. Loan Amount		Amount Financed		Avg. Loan Amount
St. Lucia	June 29, 2007	$	1,805,295	$	610.93	$	799,018	$	542.44		--		--
Dominica	June 25, 2004		1,670,735		571.97		1,174,178		390.22	$	809,286	$	318.49
St. Vincent	October 22, 2007		730,060		481.89		103,125		438.83		--		--
Antigua	July 10, 2006		974,391		790.26		529,580		697.73		39,942		700.73
Grenada	May 24, 2007		450,111		451.47		74,543		338.83		--		--
Total		$	5,630,592	$	581.30	$	2,680,444	$	481.61	$	849,228	$	509.61

Loan amounts are measured using the local currency, Eastern Caribbean Dollars, and translated into U.S. dollars at an exchange rate of US$1 = EC$2.7169.

Loan Periods

Loan periods vary by country and are generally between 6 to 12 months. The average term of the loans extended in the year ended December 31, 2008 was 5 months and 20 days, approximately 26 days longer than the average term of the loans extended in the year ended December 31, 2007. In the Commonwealth of Dominica, the average term of the loans extended in the year ended December 31, 2008 was 6 months and 23 days, roughly 39 days longer than the average term of the loans extended in the Commonwealth of Dominica in 2007. In St. Vincent and the Grenadines the average term in 2008 was 6 months and 8 days, as compared to 5 months and 28 days in 2007. The average term of loans made in St. Lucia was 5 months and 22 days in 2008 and 5 months and 17 days in 2007, in Antigua and Barbuda it was 5 months in 2008 and 4 months and 2 days in 2007, and in Grenada it was 4 months and 16 days in 2008 and 2 months and 26 days in 2007.

Repayment Schedules

The majority of loans are repaid in monthly installments. Of the loans issued in 2008, 73% were repayable in monthly installments, 26% were repayable in bi-weekly installments (one payment each fortnight) and 1% was repayable in weekly installments. Installment schedules are based on the payroll dates of each borrower’s employer.

Fees

Borrowers incur an application fee equal to 10% of the principal amount of the loan, a bank fee equal to 3.1% of the principal amount of the loan, and an automated teller fee on

the withdrawal of the loan amount that starts at $3.68 and does not usually exceed 1.5% of the loan amount, although, in certain circumstances, the ATM fee can reach a maximum of 1.99% of the principal amount of the loan. These fees are paid as part of the borrower’s monthly repayment installments.

Employers that are government agencies deduct a monthly fee equal to 2% of each monthly repayment installment from the borrower employee’s salary, for loans made in St. Lucia, and 2.5% of each monthly repayment installment for loans made in the Commonwealth of Dominica.

Interest Payments and Rates

Interest is computed on the basis of the aggregate principal amount of the loan, net of applicable fees, at annual interest rates that are pro-rated to correspond to the term of each loan. The total amount of interest due is calculated at inception and paid in monthly installments, together with payments of principal and fees. In 2007 we charged interest at an annual rate of 30%. In 2008, the annual interest rate on loans made in Antigua and St. Lucia was 50%; in Dominica it was 45%; in Grenada it was 16%; and in St. Vincent it was 40%.

Based on legal opinions that we have received, we believe that there are currently no laws in effect that limit the maximum interest rate that may be charged by our Operating Subsidiaries on loans made in the Commonwealth of Dominica, in Antigua and Barbuda, in St. Lucia and in St. Vincent and the Grenadines. In Grenada the Money Lending Act, Chapter 198 of the 1990 Revised Laws of Grenada, prohibits interest rates exceeding 16%.

Loan Funding. The Operating Subsidiaries obtain the funds to make loans from their parent, FastCash International Limited. FastCash International and all its wholly-owned subsidiaries are party to a Master Loan Agreement with MapCash Management, pursuant to which MapCash Management is obligated to make advances up to the aggregate principal sum of $10,000,000 upon the request of FastCash International or an Operating Subsidiary. Interest accrues on such advances at the rate of 15% per annum and is paid on the 1st day of each January, April, July and October. The entire unpaid principal balance and accrued and unpaid interest are due and payable on July 10, 2010. Any future subsidiaries of FastCash International may become parties to the Master Loan Agreement and obtain advances from MapCash Management in accordance with the terms of this Master Loan Agreement.

MapCash Management obtains the funds to make loans under the Master Loan Agreement pursuant to a $10,000,000 Line of Credit agreement between MapCash Management and Ice Assets, LLC, a New York limited liability company which is 50% owned by Mr. Drizin, a director of the Company. The terms of the $10,000,000 Line of Credit agreement provide, among other things, that Ice Assets has sole and absolute discretion with respect to any advances to MapCash Management. Interest accrues at the rate of 10% per annum and all outstanding amounts are due and payable to Ice Assets on July10, 2010. Pursuant to this agreement, Ice Assets has the right to designate one member to our board of directors. Upon termination of the Line of Credit facility with Ice Assets, the right of Ice Assets to designate one member of our board of directors will terminate.

Prior to the execution of the Master Loan Agreement and the Line of Credit agreement, the Operating Subsidiaries obtained the funds to make loans pursuant to $1,000,000 revolving loan promissory notes executed by each of the Operating Subsidiaries in favor of MapCash Holdings, LLC. On August 29, 2008, the effective date of our acquisition of FastCash International from Bayville Global, Ltd., MapCash Management repaid the outstanding balances pursuant to these revolving loan promissory notes to MapCash Holdings, using funds borrowed from Ice Assets under the $10,000,000 Line of Credit agreement. As a result, the Operating Subsidiaries were indebted to MapCash Management pursuant to the terms of the Master Loan Agreement in the aggregate amount $1,827,460 as of December 31, 2008.

Marketing. We run a multiple level marketing campaign using several different mediums to target and attract potential clients.


	Radio: We use high powered radio advertisements to contact and solicit our clients to use our services. This is one of the most effective ways of marketing within the region where we operate, as most people have radios and use them as their primary source of entertainment, due to the fact that there is no cost to listen to a radio broadcast.

	Print media: We distribute flyers and have billboards which advertise our product as well as use local newspapers to print full page color ads to promote our company and the specials that we may be having for the holidays. Such advertisements would run at strategic time of the year, such as back to school specials to offer loans for tuition. We also hope to run television advertisements that are played on national television.

	Sponsorships: We also sponsor events and sports teams as part of our social responsibility. For example, we sponsor a youth soccer team in the Commonwealth of Dominica. We also sponsor annual carnival festivities in the countries in which we operate.

We intend to broaden our marketing campaign as our company grows within our markets and through the entire region.

Competition. In Antigua and Barbuda, St. Lucia and Grenada, we believe that there are no other companies which provide micro-loans to employees of governmental agencies and private companies. In the Commonwealth of Dominica, the Public Service Union (Instant Cash) provides short term loans for government employees, the National Development Foundation provides small loans to self-employed persons and the Roseau Credit Union provides secured loans to its members. In St. Vincent and the Grenadines, QuickCash offers short term loans to employees of private companies.

Patents and Trademarks. We currently have a trademark, “FastCash”, which is registered in St. Vincent and the Grenadines until October 24, 2017, as well as a trademark for “Fast Cash” which is registered in the Commonwealth of Dominica.

Governmental Regulations. We do not believe that we are subject to the banking and financial institution laws and regulations of the Caribbean countries in which we operate. Such laws and regulations govern companies that are in the business of receiving funds; and we only lend money and do not accept deposits from our customers.

We strictly adhere to the anti money laundering laws and regulation of the countries in which we operate. We require multiple forms of government issued identification from each potential borrower and we do not issue loans to foreign citizens or residents. We work closely with the governmental financial intelligence agencies in the countries in which we operate, to identify, report and prevent suspicious activities, but to date we have not identified or reported any such suspicious activity.

Employees. As of April 1, 2009 Map Financial Group has 4 full-time employees; FastCash International Limited has no employees; Financial Services Inc. has 13 full time employees and 4 part time employee; FastCash (Antigua) Limited has 5 full-time employees and 1 part-time employee; FastCash (St. Lucia) Ltd. has 7 full-time employees and 1 part-time employee; CashExpress Ltd. has 5 full-time employees and 1 part-time employee; and FastCash Ltd. has no employees.

DESCRIPTION OF PROPERTY

The Company’s executive offices are located 80 Broad Street, Suite 2700, New York, New York, where we lease approximately 1,575 square feet of office space for $4,987.50 per month. FastCash International Limited occupies approximately 150 square feet of office space in Road Town, Tortola, British Virgin Island, at no cost. Financial Services Inc. occupies approximately 2,500 square feet of office space in Roseau and approximately 150 square feet of office space in Portsmouth, the Commonwealth of Dominica, for which it pays $1,288 and $184 per month, respectively. Fast Cash (Antigua) Limited occupies approximately 800 square feet of office space in St. John’s, Antigua and Barbuda, for which it pays $1,058 per month. Fast Cash (St. Lucia) Ltd. occupies approximately 2,200 square feet of office space for which it pays $2,945 per month. CashExpress Ltd. occupies approximately 498 square feet of office space in Kingstown, St. Vincent for which it pays $825 per month. FastCash Ltd. occupies approximately 410 square feet of office space in St. Georges, Grenada, at no cost.

We believe that our current office space will be adequate for the foreseeable future.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

On January 11, 2008, IDT Telecom, Inc. (“IDT”) filed a complaint in New York State Supreme Court for New York County (Index No. 600087/08) against Messrs. Malamud and Popack and the Inter-Governmental Philatelic Corporation (“IGPC”), alleging that the defendants fraudulently misappropriated personal identification numbers (“PINs”) from IDT, and seeking an award of actual damages of at least $1,971,000 plus punitive damages. The complaint relates to a joint venture, entered into in February 2006 between Inter-Governmental Philatelic Corporation and an affiliate of IDT, to provide money transfer services between individuals in the United States and individuals in various Caribbean countries. As part of the marketing efforts for this joint venture, money transfer customers would receive long distance telephone calling cards and accompanying PINs issued by IDT, which provided the customer with a limited number of free long distance telephone minutes. Messrs. Malamud and Popack believe that the claims are completely without merit and are vigorously defending the suit.

MARKET FOR COMMON EQUITY AND RELATED

STOCKHOLDER MATTERS

Market Information

There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the FINRA for our common stock to be eligible for trading on the Over The Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so when eligible for public resale.

DIVIDEND POLICY

We have not declared or paid dividends on our Common Stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the board of directors. There are no contractual restrictions on our ability to declare or pay dividends.

SHARE CAPITAL

Security Holders

As of April 1, 2009, there were 20,000,000 shares of common stock issued and outstanding, which were held by 18 stockholders of record.

Transfer Agent

We have not engaged a transfer agent to serve as transfer agent for shares of our common stock. Until we engage such a transfer agent, we will be responsible for all record-keeping and administrative functions in connection with the shares of our common stock.

Admission to Quotation on the OTC Bulletin Board

We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board. However, we do not have a market maker that has agreed to file such application. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it

(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and

(2) securities admitted to quotation are offered by one or more broker-dealers rather than the “specialist” common to stock exchanges.

To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board. We may not now or ever qualify for quotation on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our securities.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

Overview

Map Financial Group, Inc. was incorporated under the laws of the State of Nevada on June 27, 2008, and it operates as a financial services holding company for five indirect, wholly-owned operating subsidiaries that provide micro-lending services in the Caribbean and are referred to hereinafter as the Operating Subsidiaries. On August 29, 2008 we completed the acquisition of FastCash International Limited, a British Virgin Islands financial services company, in exchange for 10 million shares of our common stock. On July 14, 2008 FastCash International and Robert Tonge, our Chief Operating Officer, executed a stock purchase agreement, pursuant to which FastCash International acquired all of the issued and outstanding share capital of the Operating Subsidiaries and FastCash Dominica Ltd., an inactive Commonwealth of Dominica corporation. Through the Operating Subsidiaries, we offer short term micro-loans to employees of various governmental agencies and private companies in the Commonwealth of Dominica, Antigua and Barbuda, St. Lucia, St. Vincent and the Grenadines and Grenada, as well as check cashing services.

The following table sets forth the percentage of our total revenue that is generated by our operations in each of the five Eastern Caribbean countries where we have established an Operating Subsidiary.

Country	Inception Date	2006			2007			2008

Grenada	5/24/2007		0			4	%		6	%
St. Lucia	6/29/2007		0			27	%		32	%
St. Vincent	10/22/2007		0			2	%		13	%
Antigua	7/10/2006		2	%		16	%		15	%
Dominica	6/25/2004		98	%		52	%		34	%

Plan of Operation

Over the next twelve months, we intend to expand our operations by target marketing and increasing our products and services, such as offering student loans, vehicle financing and payroll processing and micro financing to small businesses. We hope to have the funds to hire additional personnel. We also hope to expand our services into new countries such as Guyana and St. Kitts and Nevis, followed by St. Martin, Barbados and Trinidad.

The Company estimates that it will require an approximate minimum of $1,127,000 in the next 12 months to implement its activities. Such funds will be needed for the following purposes:

Purpose	Amount

Working capital	$	834,000
Legal fees		93,000
Accounting fees		100,000
Marketing		10,000
Travel		40,000
Technology		50,000
Total	$	1,127,000

Financial Condition and Results of Operations

The following discussion provides an analysis of the financial condition and results of operations of Map Financial Group as at December 31, 2008, and its results of operations for the years ended December 31, 2008 and 2007. The financial statements of Map Financial Group have been prepared in accordance with accounting principles generally accepted in the United States and general practices within the financial services industry. The financial condition and results of operations of the Operating Subsidiaries are measured using the local currency, Eastern Caribbean Dollars, as the functional currency. The Operating Subsidiaries generate and expend cash primarily in their local currency. Revenues and expenses have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. There were no major exchange rate fluctuation during the period presented below, and therefore no foreign exchange gain or loss arising from translation was recorded for these periods.

Going Concern

Capital Resources

The Operating Subsidiaries obtain the funds to make loans from their parent, FastCash International Limited. FastCash International and all its wholly-owned subsidiaries are party to a Master Loan Agreement with MapCash Management, pursuant to which MapCash Management is obligated to make advances up to the aggregate principal sum of $10,000,000 upon the request of FastCash International or an Operating Subsidiary. Interest accrues on such advances at the rate of 15% per annum and is paid on the 1st day of each January, April, July and October. The entire unpaid principal balance and accrued and unpaid interest are due and payable on July 10, 2010. Any future subsidiaries of FastCash International may become parties to the Master Loan Agreement and obtain advances from MapCash Management in accordance with the terms of this Master Loan Agreement. We believe that the credit available to the Company pursuant to the Master Loan Agreement is adequate to fund our lending operations for at least the next 12 months.

In the fourth quarter of 2008 the Company borrowed an aggregate of $202,371 from MapCash Holdings, to fund an upgrade of its computer systems and to cover legal and accounting expenses incurred in connection with this offering. The loan does not bear any interest and it is repayable on demand.

Financial Condition

As of December 31, 2008 we had cash and cash equivalents in the amount of $253,707, as compared to cash and cash equivalents of $52,295 as of December 31, 2007. Accounts receivable net of allowances increased to $1,680,171 as of December 31, 2008, from $1,096,832 as of December 31, 2007, primarily as a result of the increasing volume of loans extended by the Operating Subsidiaries. As a result, total current assets increased to $1,935,826 as of December 31, 2008, from $1,152,711 as of December 31, 2007, and total assets increased to $2,155,207 as of December 31, 2008 from $1,192,107 as of December 31, 2007.

Total current liabilities increased to $2,374,099 as of December 31, 2008, from $1,258,212 as of December 31, 2007. This increase in our current liabilities reflects an increase in accounts payable and accrued expenses, to $344,268 as of December 31, 2008 from $133,355 as of December 31, 2007, resulting from the increasing volume of our operations during the period. The increase in current liabilities also reflects an increase in notes payable, to $1,827,460 as of December 31, 2008 from $1,113,828 as of December 31, 2007, as a result of additional borrowing in order to fund loans to our customers. Total liabilities and stockholders’ deficit increased to $2,155,207 as of December 31, 2008, from $1,192,107as of December 31, 2007.

Results of Operations

Year Ended December 31, 2008 vs. Year Ended December 31, 2007

Income for the year ended December 31, 2008 increased to $1,252,862, from $348,325 for the year ended December 31, 2007, as a result of the increasing volume of loans extended by the Operating Subsidiaries during the period. Income on all loans is recognized using the interest method. Income from service and other loan fees is deferred and the net fee is recognized as an adjustment to interest income ratably over the life of the loan on a constant yield basis, using the interest method. Total operating expenses also increased, to $1,402,460 for the year ended December 31, 2008 from $456,876 for the year ended December 31, 2007, as a result of the increasing volume of our operations during the period, expenses of approximately $200,000 incurred in the fourth quarter of 2008 in connection with an upgrade of the Company’s computer system and legal and accounting expenses incurred in connection with this offering. Net loss increased to $149,598 for the year ended December 31, 2008, from $127,986 for the year ended December 31, 2007 after a provision for income taxes in the amount of $19,435, and basic and diluted net loss per share increased to $0.00748 from $0.00640 in the prior period.

Year Ended December 31, 2007 vs. Year Ended December 31, 2006

Income for the year ended December 31, 2007 increased to $348,325, from $188,539 for the year ended December 31, 2006, as a result of the increasing volume of loans extended by the Operating Subsidiaries during the period. Income on all loans is recognized using the interest method. Income from service and other loan fees is deferred and the net fee is recognized as an adjustment to interest income ratably over the life of the loan on a constant yield basis, using the interest method. Total operating expenses also increased, to $456,876 for the year ended December 31, 2007 from $170,278 for the year ended December 31, 2006, as a result of the increasing volume of our operations during the period. In the year ended December 31, 2007 we incurred a net loss of $127,986 after a provision for income taxes in the amount of $19,435and a basic and diluted net loss per share of $0.00640, as compared to a net profit of $7,971 after a provision for income taxes in the amount of $10,290 and basic and diluted net profits per share of $0.00040 generated in the year ended December 31, 2006.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Accounts Receivable, Loss History, Credit Quality and Aging of Receivables

Accounts Receivable and Loss History

The Company writes off 100% of balances 120 days past due and establishes reserves for 50% of balances 60 days past due, 25% for balances 30 days past due and 5% of all other accounts receivable. The 5% is an estimate based on the Company’s historical experience, in that it has collected 97.7% of all loans advanced through December 31, 2007. Since collection efforts normally have not commenced until installments were approximately 120 days past due and the Company has generally been overwhelmingly successful once collection efforts were initiated, management decided to use the 5% allowance rate on all other accounts receivable.

The Company’s allowance policy is based on its limited historical experience, as well as management’s assessment and periodic reassessment of the Company’s customers and their employers, the general economic conditions in the countries in which the Company operates, industry standards and generally accepted accounting principles. The Company’s allowance policy is subject to ongoing review. As the Company’s historical loss experience, recent loss trends, changes in loan characteristics including loan amounts and terms, delinquency levels, collection practices and general economic conditions change, the Company may need to make additional allowances in future periods.

Income on all loans is recognized using the interest method. Income from service and other loan fees is deferred and the net fee is recognized as an adjustment to interest income ratably over the life of the loan on a constant yield basis, using the interest method. For impaired loans, accrual of interest is discontinued on a loan when management believes (after considering collection efforts and other factors) that the borrower’s financial condition is such that the collection of interest is doubtful. Loans are considered impaired when it is probable that the Company will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement, for example, when a borrower losses his or her salaried income and is unable to find new employment, when a borrower leaves the country and cannot be located oversees, or when an employer becomes insolvent.

Credit Quality

Although we do not obtain credit histories from our borrowers, we do interview every borrower before a loan is extended, all borrowers must be employees in good standing of an approved employer for at least one year, and loan amounts do not generally exceed the employee’s net monthly salary although, in exceptional circumstances, loans may be extended in amounts equal to as much as twice the employee’s net monthly salary. We will not extend a loan to a borrower if, in the course of the interview, the borrower indicates any intention to resign from his or her current employment or leave the country.

Aging of Receivables and Collection Process

Late payments are often the result of an oversight in the employer’s payroll department, and calls to the borrower and the borrowers’ employer typically resolves such oversights. Generally staff conducts calls to delinquent clients on a daily basis for installments 1-30 days past due. Summaries of such communications are logged on the client’s account. In the event that payments are not received, written notices are sent to the borrower and the borrowers’ employer generally during the 30-45 days past due period. Once payments are overdue by 45 days or more, the dedicated collections personnel in St. Lucia, Antigua and Barbuda, the Commonwealth of Dominica, and St. Vincent and the Grenadines will review the client’s file and contact the delinquent client to enter into a payment plan. If the client has not shown willingness to settle the balance, or in the event that limited or no contact was established, the names of delinquent borrowers may be published in local newspapers, a practice which is common in the Caribbean and frequently leads delinquent borrowers to approach us seeking a resolution. If these steps do not solve delinquencies, the borrower’s file is reviewed by our collections manager or office manager and thereafter outsourced to local agents that specialize in collections, at fees ranging from approximately15 to 20% of the outstanding balance of the loans collected. This process typically occurs during the 60-120 days past due period.

If the amount of the delinquency justifies the expense, the account may ultimately be referred to a lawyer once it reaches 120 days or more past due. The determination to pursue legal claims against past due debtors is a function of the associated costs, the likelihood of recovery and the amount of expected recovery, which vary from country to country. In St. Lucia, where 12 cases were brought in November 2008, an average past due balance of approximately $550 normally justifies legal action. In the Commonwealth of Dominica, where claims can be filed by our employees without the assistance of counsel and the associated expenses tend to be lower, cases are usually brought for past due balances of $370 or more. In St. Vincent and the Grenadines, where 15 cases were filed in February 2009, an average past due balance of approximately $735 normally justifies legal action. To date, no legal actions have been taken against past due debtors in Antigua or Grenada, where we are in the process of negotiating viable fee structures with local collections attorneys.

Legal claims that have been brought to trial in the Commonwealth of Dominica have resulted in recoveries of 100% of past due balances. To date we have brought legal claims against 49 delinquent borrowers in Dominica of which 3 claims are pending, 3 claims have resulted in settlements before trial for the full amount owed and the remaining claims have resulted in 100% post-judgment recoveries. On November 4, 2008 we brought legal claims against delinquent borrowers in St. Lucia for the first time, including three claims that have since been settled in full and twelve claims that are scheduled for hearings in April 2009. In St. Vincent and the Grenadines we engaged collections counsel in February 2009 and have referred 17 cases to the attorney for legal action. To date, no legal actions have been taken against past due debtors in Antigua and Barbuda or Grenada, where the Registrant is in the process of negotiating viable fee structures with local collections attorneys. Revisions have been made in Amendment 5 to clarify this.

Collection efforts are considered exhausted when management believes that the borrower’s financial condition is such that the collection of all contractual principal and interest payments is doubtful, for example when a borrower loses his or her salaried income and is unable to find new employment, when a borrower leaves the country and cannot be located oversees, or when an employer becomes insolvent. Collection efforts are also considered exhausted when a borrower files for bankruptcy protection or dies, when management determines that a loan application was fraudulent and whenever a past due loan is referred to a lawyer that specializes in collections. In all such circumstances, the overdue balance is charged-off immediately. Overdue balances are also charged-off when a loan is deemed impaired, that is when management determines that it is probable that the amount will not be collected, and in any event all balances that are 120 days or more past due charged-off.

The following table shows the gross accounts receivable and amounts of past due accounts, as of December 31, 2008, for each of the Operating Subsidiaries.

December 31, 2008	$USD
	Gross Accounts Receivable		1-30	31-60	61-120	Total Past Due Accounts
Antigua		386,118	117,343	13,669	3,769		134,781
Dominica		583,292	80,453	24,090	3,221		107,764
Grenada		129,340	8,486	6,381	1,726		16,593
St. Lucia		644,642	176,455	29,520	4,445		210,420
St. Vincent		226,575	23,894	13,555	1,424		38,873
TOTAL		1,969,967	406,631	87,215	14,585		508,431

The following table shows amount of accounts receivable charged-off by each of the Operating Subsidiaries in the year ended December 31, 2008.

Dominica				Antigua				St. Lucia				St. Vincent				Grenada				Total
$	40,856			$	33,663			$	88,920			$	15,966			$	12,931			$	192,336

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

Frumkin, Lukin & Zaidman CPAs PC is our independent auditor. There have not been any changes in or disagreements with our independent auditor on accounting and financial disclosure or any other matter.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS

AND CONTROL PERSONS

Directors and Executive Officers

Set forth below are the names, ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past five years of our current directors and executive officers.


Name and Business Address	Age	Position

Jonathan Chesky Malamud	34	Chief Executive Officer, President and Director

Robert Tonge	39	Chief Operating Officer

Samuel Rosenberg	23	Chief Financial Officer

David Eliezer Popack	33	Director

Joel Zev Drizin	37	Director

Jonathan Chesky Malamud has served as our Chief Executive Officer, President and Director since our inception on June 27, 2008, and he will devote approximately 40 hours a week to his duties on behalf of the Company after this offering. Mr. Malamud served as the President of Mapcash Holdings LLC, which he founded in partnership with David Eliezer Popack, from May 2000 until June 2008. From May 1995 to February 1998, he was Philatelic Show and Exhibit Coordinator for the Inter-Governmental Philatelic Corporation (“IGPC”), a large philatelic agency. From July 1998 to April 1999, he was Manager of the Telemarketing Division of Sports Stamps Collectible Association located in New York, New York. In June 1999 Mr. Malamud founded Stampville.com, an online retail stamp marketing portal, where he served as President until December 2003 and was responsible for marketing and business development. Mr. Malamud has a Bachelors’ degree in Philosophy and Theology from the Rabbinical College of America.

Samuel Rosenberg has served as our Chief Financial Officer since our inception on June 27, 2008, and he will devote approximately 40 hours a week to his duties on behalf of the Company after this offering. From December 2007 to June 2008, Mr. Rosenberg served as chief financial officer of MapCash Holdings, LLC. From July 2006 to September 2007, Mr. Rosenberg was engaged in management consulting, in the global real estate, telecommunications and financial industries, for the East Coast Company. Mr. Rosenberg served as the chairman and chief executive officer of S.O.Y Seforim Sale, Inc., a tax exempt organization, from June 2003 to December 2005. He also served on advisory boards for the Orthodox Union Hurricane Katrina Relief Committee and the Israelife Foundation. Mr. Rosenberg holds a Bachelors’ degree in economics, magna cum laude, from Yeshiva University.

David Eliezer Popack has served as a Director since our inception on June 27, 2008, and he will devote approximately 5 hours a week to his duties on behalf of the Company after this offering. Since August 2002 Mr. Popack has served as an advisor to IGPC on market strategy and communications with government postal administrations. Mr. Popack was a founder of Stampville.com, an online retail stamp marketing portal, where he served as vice-president for business development and a director from June 1999 to December 2003. In 1996, Mr. Popack served in the summer Jewish Peace Corps where he assisted in establishing the Jewish community in Shanghai, China. Mr. Popack completed a Masters and Rabbinical ordination at the Rabbinical College of Canada in September 1997.

Robert Tonge has served as our Chief Operating Officer since our inception on June 27, 2008, and he will devote approximately 20 hours a week to his duties on behalf of the Company after this offering. Mr. Tonge has served as the managing director of First Domestic Insurance Company since its inception in 1993. This company is the largest general insurance company in Dominica and also operates an insurance company in Antigua. Mr. Tonge is the founder of Financial Services Inc. and serves as its CEO. Financial Services Inc. is a provider of short term loans to employed clients operating in five Caribbean islands (Antigua, Dominica, St. Lucia, St. Vincent and Grenada). Mr. Tonge has served as a Director on the National Bank of Dominica since November 2007, which is the largest commercial bank in Dominica.

Joel Zev Drizin has served as a Director since our inception on June 27, 2008, and he will devote approximately 5 hours a week to his duties on behalf of the Company after this offering. Since May 2003 Mr. Drizin has been engaged as a member in the operations SGH Associates, LLC and Flatbush Patio LLC, both of which are New York based real estate holding companies. After obtaining his masters in rabbinic law and theology at the Yeshiva Gedolah of Los Angeles in 1992, Mr. Drizin clerked for a legal advocate in Melbourne, Australia until 1994, during which time he obtained his Series 7 and 63 licenses with the NASD and Series 7 with the Commodities Futures Trading Commission. In 1995 he achieved membership on the FINEX as a floor trader. His experience trading the US Dollar Index has led him to finance and develop one of the first online spot foreign exchange trading platforms and was instrumental in creating an automated foreign exchange arbitrage program. Mr. Drizin oversees many holdings in numerous fields including real estate, alternative energy development, oil exploration, high tech and internet ventures, in addition to other intellectual property ventures.

There are no familial relationships among any of our officers or directors, other than Mr. Malamud and Mr. Popack who are brothers-in-law. None of our directors or officers is a director in any other reporting companies. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last five years. The Company is not aware of any proceedings to which any of the Company’s officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company’s subsidiaries or has a material interest adverse to it or any of its subsidiaries.

Each director of the Company serves for a term of one year or until the successor is elected at the Company’s annual shareholders’ meeting and is qualified, subject to removal by the Company’s shareholders. Pursuant to the terms of the $10,000,000 Line of Credit agreement between Ice Assets, LLC and MapCash Management Ltd., Ice Assets has the right to designate one member to our board of directors for so long as any portion of the principal amount of the $10,000,000 Line of Credit agreement remains outstanding. Each officer serves, at the pleasure of the board of directors, for a term of one year and until the successor is elected at the annual meeting of the board of directors and is qualified.

Auditors and Code of Ethics

Our principal independent auditor is Frumkin, Lukin & Zaidman CPAs PC. We have a Code of Ethics applicable to our principal executive, financial and accounting officers. We do not have an audit committee or nominating committee.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

Director Independence

We are not subject to listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the American Stock Exchange.

EXECUTIVE COMPENSATION

Summary Compensation Table

The individuals who serve as our principal executive and financial officers, as well our two most highly compensated executive officers (other than our principal executive and financial officers), and two additional employees whose total compensation during the period from June 27, 2008 (inception) to December 31, 2008 exceeded $100,000 (listed in the Summary Compensation Table below), are referred to as the “named executive officers.”

The following table sets forth information regarding the total gross compensation paid or earned by the named executive officers as compensation for their services in all capacities during the period from June 27, 2008 (inception) to December 31, 2008.

SUMMARY COMPENSATION TABLE


Name and principal position	Year(1)		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Jonathan Chesky Malamud(2)		2008		60,000		0		0		0		0		0		0		60,000
Robert Tonge(3)		2008		11,041		0		0		0		0		0		0		11,041
Sam Rosenberg(4)		2008		30,000		0		0		0		0		0		0		30,000


(1)	Represents the period from June 27, 2008 (Inception) to December 31, 2008.

(2)	Mr. Malamud has been serving as our Chief Executive Officer, President and a Director since our inception on June 27, 2008.

(3)	Mr. Tonge has been serving as our Chief Operating Officer since our inception on June 27, 2008. Through five services agreements between NBL Technologies Inc., a corporation organized under the laws of Belize which is an affiliate of Mr. Tonge, and each of Financial Services Inc., FastCash (Antigua) Limited, FastCash (St. Lucia) Ltd., CashExpress Ltd. and FastCash Ltd., Mr. Tonge receives an annual fee of $4,417.61 per office, for an annual aggregate of $22,088.

(4)	Mr. Rosenberg has been serving as our Chief Financial Officer since our inception on June 27, 2008.

Since our incorporation on June 27, 2008, no compensation has been paid to any of our directors in consideration for services rendered in their capacity as directors, no stock options or stock appreciation rights were granted to any of our directors or executive officers, none of our directors or executive officers exercised any stock options or stock appreciation rights, and none of them hold unexercised stock options. We have no long-term incentive plans.

Outstanding Equity Awards

Our directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

The following table lists, as of April 1, 2009, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security if that person has a right to acquire the security within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 20,000,000 shares of our common stock issued and outstanding as of April 1, 2009. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock, other than as described below. Unless otherwise indicated, the address of each person listed is c/o Map Financial Group, Inc., 80 Broad Street, Suite 2700, New York, New York 10004.

Name of Beneficial Owner	Title of Class	Amount of Beneficial Ownership	Percent of Class
Jonathan Chesky Malamud	Common	20,000,000(1)	100%

David Eliezer Popack	Common	14,100,000(2)	70.5%

Bayville Global, Ltd.	Common	14,100,000(3)	70.5%

Samuel Rosenberg	Common	100,000	Less than 1%

Robert Tonge	Common	1,500,000(4)	7.5%

NBL Technologies Inc.	Common	1,500,000	7.5%

Joel Zev Drizin	Common	2,500,000(5)	12.5%

Ice Assets, LLC	Common	2,500,000	12.5%

Directors and Officers as a Group (4 persons)	Common	20,000,000	100%

(1) Mr. Malamud does not hold any shares directly, he disclaims beneficial ownership of all of these shares and he holds irrevocable proxies to vote all of these shares. These shares include (i) 10,000,000 shares issued in a private placement in July 2008 (which include 4,100,000 shares issued to Bayville Global), and (ii) 10,000,000 shares issued to Bayville Global, Ltd., a British Virgin Islands corporation, on August 29, 2008, in exchange for all of the share capital of FastCash International Limited, a British Virgin Islands company. One of the indirect beneficial owners of Bayville Global is The Cape Settlement, a trust existing under the laws of Gibraltar. The beneficiaries of The Cape Settlement could include Mr. Malamud.

(2) Mr. Popack does not hold any shares directly and disclaims beneficial ownership of all of these shares. These shares include (i) 4,100,000 shares issued to Bayville Global in a private placement in July 2008, and (ii) 10,000,000 shares issued to Bayville Global on August 29, 2008, in exchange for all of the share capital of FastCash International. One of the indirect beneficial owners of Bayville Global is The Cape Settlement, a trust existing under the laws of Gibraltar. The beneficiaries of The Cape Settlement could include Mr. Popack.

(3) Includes (i) 4,100,000 shares issued in a private in July 2008, and (ii) 10,000,000 shares issued on August 29, 2008, in exchange for all of the share capital of FastCash International.

(4) These shares were issued to NBL Technologies Inc., a corporation organized under the laws of Belize which is owned and controlled by Mr. Tonge, our chief operating officer, in a private placement in July 2008.

(5) Mr. Drizin does not hold any shares directly and disclaims beneficial ownership of all of these shares. These shares were issued to Ice Assets, LLC, a New York limited liability company in which Mr. Drizin owns 50% of the membership interests, in a private placement in July 2008.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Acquisition of the Operating Subsidiaries

On July 14, 2008 FastCash International Limited, our wholly-owned subsidiary, and Robert Tonge, our Chief Operating Officer, executed a stock purchase agreement, pursuant to which FastCash International acquired all of the issued and outstanding capital stock of the Operating Subsidiaries and of FastCash Dominica Ltd., an inactive Commonwealth of Dominica corporation, for $6.

Private Placement Subscription by Bayville Global, Ltd.

On July 17, 2008 Bayville Global, Ltd., a British Virgin Islands corporation, purchased an aggregate of 4,100,000 shares of our common stock for $4,100 in a private placement that was completed on July 31, 2008. The indirect beneficial owners of Bayville Global are The Cape Settlement and The Carriage Settlement. The beneficiaries of The Cape Settlement could include Messrs. Malamud

and Popack. None of our officers and directors has any direct ownership interest in Bayville Global and none of them is currently employed by Bayville Global.

Credit Agreement between Ice Assets, LLC and MapCash Management, Ltd.

On August 6, 2008, Ice Assets, LLC, a New York limited liability company which is 50% owned by Mr. Drizin, a director of ours, executed a $10,000,000 Line of Credit agreement with MapCash Management, Ltd. This line of credit is used by MapCash Management to fund loans to the Operating Subsidiaries under the Master Loan Agreement. Interest on the $10,000,000 Line of Credit agreement accrues at the rate of 10% per annum and outstanding amounts used to fund micro-loans are due and payable to Ice Assets on July 10, 2010. Pursuant to the Line of Credit agreement, Ice Assets has the right to designate one member to our board of directors for so long as any portion of the principal amount of the Line of Credit remains outstanding. Upon termination of the Line of Credit agreement, the right of Ice Assets to designate one member of our board of directors will terminate.

The $10,000,000 Line of Credit agreement was amended, pursuant to a letter agreement dated December 17, 2008, which limited the amount of proceeds that may be used to fund expenses related to Map Financial Group’s initial public offering and terminated an option granted to Ice Assets to purchase 1 million shares of our common stock at an exercise price of $1.00 per share.

Acquisition of FastCash International Limited

On August 29, 2008 we completed the acquisition of all of the issued and outstanding share capital of FastCash International Limited, a British Virgin Islands company, from Bayville Global in a share exchange in which we issued 10 million shares of our common stock to Bayville Global. The indirect beneficial owners of Bayville Global are The Cape Settlement and The Carriage Settlement. The beneficiaries of The Cape Settlement could include Messrs. Malamud and Popack. None of our officers and directors has any direct ownership interest in Bayville Global and none of them is currently employed by Bayville Global.

Loan from MapCash Holdings, LLC

In the fourth quarter of 2008 the Company borrowed an aggregate of $202,371 from MapCash Holdings, LLC, to fund an upgrade of its computer systems and to cover legal expenses incurred in connection with this offering. The loan does not bear any interest and it is repayable on demand. Mr. Malamud, our Chief Executive Officer, President and Director, served as the President of MapCash Holdings, which he founded in partnership with another of our directors, David Eliezer Popack, from May 2000 until June 2008. As consideration for his services as President, MapCash Holdings paid Mr. Malamud $93,076 and $57,692, respectively, in the years ended December 31, 2008 and 2007. Our Chief Financial Officer, Mr. Rosenberg, served as Chief Financial Officer of MapCash Holdings from December 2007 to June 2008. As consideration for his services as Chief Financial Officer, MapCash Holdings paid Mr. Rosenberg $23,076 in the year ended December 31, 2008. In addition, MapCash Holdings paid Mr. Popack $60,000 in the year ended December 31, 2007 as consideration for services that he provided to MapCash Holdings. None of our officers and directors is currently employed by MapCash Holdings.

Revolving Loan Promissory Notes in Favor of MapCash Holdings, LLC

Between May 2006 and June 2007 each of the Operating Subsidiaries executed a revolving loan promissory note in favor of MapCash Holdings, LLC in the principal amount of $1,000,000. On August 29, 2008 MapCash Management repaid the outstanding balances pursuant to these revolving loan promissory notes to MapCash Holdings, using funds borrowed from Ice Assets under the $10,000,000 Line of Credit agreement. As a result, the Operating Subsidiaries were indebted to MapCash Management pursuant to the terms of the Master Loan Agreement in the aggregate amount $1,827,460 as of December 31, 2008. As noted above, Messrs. Malamud and Popack founded MapCash Holdings, Messers, Malamud and Rosenberg have in the past served as chief executive and financial officers of MapCash Holdings, and Messrs. Malamud, Popack and Rosenberg have in the past received compensation from MapCash Holdings. None of our officers and directors is currently employed by MapCash Holdings.

Service Agreements with NBL Technologies Inc.

Between May 2006 and October 2007 each of the Operating Subsidiaries executed a services agreement with NBL Technologies Inc., a Belize corporation that is owned and controlled by Robert Tonge, our Chief Operating Officer, where he has served as managing director since June 27, 2005. Pursuant to each of these five agreements, NBL Technologies receives payments of $4,417.61 per annum, for an aggregate of $22,088.05 per annum. In the years ended December 31, 2008 and 2007, respectively, fees of $22,084 and $13,971 were paid to NBL Technologies pursuant to these services agreements. Mr. Tonge earned $22,084 and $13,971, respectively, in the years ended December 31, 2008 and 2007, as consideration for services that he provided to NBL Technologies.

Other than as described above, with respect to the compensation paid to (i) Mr. Tonge by NBL Technologies in the years ended December 31, 2008 and 2007, (ii) to Mr. Malamud by MapCash Holdings in the years ended December 31, 2008 and 2007, and (iii) to Mr. Rosenberg by MapCash Holdings in the year ended December 31, 2008, and (iv) to Mr. Popack by MapCash Holdings in the year ended December 31, 2007, none of our officers and directors has earned any income as a result of their associations with Bayville Global, Ltd., The Cape Settlement, The Carriage Settlement, Ice Assets, LLC, MapCash Holdings, MapCash Management Ltd. and NBL Technologies in the years ended December 31, 2008 and 2007.

LEGAL MATTERS

David Lubin & Associates, PLLC has opined on the validity of the shares of common stock being offered hereby.

EXPERTS

The financial statements included in this prospectus and in the registration statement have been audited by Frumkin, Lukin & Zaidman CPAs PC, an independent registered public accounting firm, to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our By-laws provide to the fullest extent permitted by law, our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our By-laws are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 under the Securities Act with the SEC for the securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules which are part of the registration statement. For additional information about us and our securities, we refer you to the registration statement and the accompanying exhibits and schedules. Statements contained in this prospectus regarding the contents of any contract or any other documents to which we refer are not necessarily complete. In each instance, reference is made to the copy of the contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference. Copies of the registration statement and the accompanying exhibits and schedules may be inspected without charge (and copies may be obtained at prescribed rates) at the public reference facility of the SEC at Room 1024, 100 F Street, N.E. Washington, D.C. 20549.

You can request copies of these documents upon payment of a duplicating fee by writing to the SEC. You may call the SEC at 1-800-SEC-0330 for further information on the operation of its public reference rooms. Our filings, including the registration statement, will also be available to you on the Internet web site maintained by the SEC at http://www.sec.gov.

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the Company.


Securities and Exchange Commission registration fee	$	19.65
Legal fees and miscellaneous expenses (*)	$	52,000
Accounting fees and expenses (*)	$	122,000
Total (*)	$	174,019.65

(*) Estimated.

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

AND AGENTS

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the Nevada Revised Statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our board of directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Nevada law or (d) is required to be made pursuant to the bylaws.

Our bylaws also provide that we may indemnify a director or former director of subsidiary corporation and we may indemnify our officers, employees or agents, or the officers, employees or agents of a subsidiary corporation and the heirs and personal representatives of any such person, against all expenses incurred by the person relating to a judgment, criminal charge, administrative action or other proceeding to which he or she is a party by reason of being or having been one of our directors, officers or employees.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.

RECENT SALES OF UNREGISTERED SECURITIES

On July 31, 2008 we completed a private placement of 10 million shares of our common stock to 18 investors. The consideration paid for the shares was $0.001 per share, for aggregate gross proceeds of $10,000. The shares were offered and sold pursuant to an exemption from the registration requirements of the Securities Act of 1933, pursuant to Section 4(2) of the Securities Act as a transaction by an issuer not involving a public offering. Offers to subscribe in the private placement were made only to persons who are familiar with our business and our founders, all of the offerees subscribed for shares and all of them executed irrevocable voting proxies in favor of Mr. Malamud, our president and chief executive officer. All of the

subscribers (other than one subscriber who is an employee of the Company) represented that they are accredited investors, as defined in Regulation D of the Securities Act, and they all represented that they acquired the shares for their own accounts as principals, not as nominees or agents, for investment purposes only and not with a view to or for resale or distribution.

On August 29, 2008 we completed the acquisition of all of the issued and outstanding share capital of FastCash International Limited, a British Virgin Islands company, in a share exchange in which we issued 10 million shares of our common stock to Bayville Global, Ltd. as consideration for all of the issued and outstanding share capital of FastCash International. The shares issued in the share exchange were offered pursuant to an exemption from the registration requirements of the Securities Act of 1933 provided by Section 4(2) of the Securities Act.

EXHIBITS

The following exhibits are filed as part of this registration statement:


Exhibit		Description
3.1		Articles of Incorporation of Map Financial Group, Inc.*

3.2		By-Laws of Map Financial Group, Inc. *

3.3		Form of Stock Certificate.*

5.1		Form of opinion of David Lubin & Associates, PLLC, regarding the legality of the securities being registered.**

10.1		Form of Regulation D Subscription Agreement.*

10.1.1		Form of Regulation S Subscription Agreement.*

10.2		Share Exchange Agreement, dated as of August 29, 2008, by and among


		Map Financial Group, Inc., Bayville Global, Ltd., Line Trust Corporation as Trustees of The Cape Settlement and Line Trust Corporation as Trustees of The Carriage Settlement.*

10.2.1		Amendment No. 1 to the Share Exchange Agreement, dated as of August 29, 2008, by and among Map Financial Group, Inc., Bayville Global Ltd., Line Trust Corporation as Trustees of The Cape Settlement and Line Trust Corporation as Trustees of The Carriage Settlement.**

10.3		Stock Purchase Agreement, dated as of July 14, 2008, by and between Robert Tonge and FastCash International Limited.*

10.4		Master Loan Agreement, dated as of August 6, 2008, by and between MapCash Management, Ltd. and FastCash International, Limited, FastCash Dominica Limited, Financial Services Inc., FastCash (St. Lucia) Ltd., CashExpress Ltd., FastCash Limited and FastCash (Antigua) Limited.*

10.4.1		Amendment No. 1 to the Master Loan Agreement, dated as of March 5, 2009, by and between MapCash Management, Ltd. and FastCash International, Limited, FastCash Dominica Limited, Financial Services Inc., FastCash (St. Lucia) Ltd., CashExpress Ltd., FastCash Limited and FastCash (Antigua) Limited.***

10.5		$10 Million Line of Credit, date August 6, 2008, from Ice Assets, LLC to MapCash Management Ltd.*

10.5.1		Letter Agreement, dated December 17, 2008, between Ice Assets, LLC to Map Financial Group, Inc.***

10.6		Option Agreement, dated as of September 11, 2008, by and between Map Financial Group, Inc. and Ice Assets, LLC.*

10.7		Master Services Agreement, dated as of July 31, 2008, by and between FastCash International Limited and Map Financial Group, Inc.*

10.8		Services Agreement, dated as of May 12, 2006, by and between Financial Services Inc. and NBL Technologies Inc.*

10.9		Services Agreement, dated as of June 10, 2006, by and between FastCash (Antigua) Limited and NBL Technologies Inc.*

10.10		Services Agreement, dated as of June 10, 2006, by and between FastCash (St. Lucia) Ltd. and NBL Technologies Inc.*

10.11		Services Agreement, dated as of October 24, 2007, by and between CashExpress Ltd. and NBL Technologies Inc.*

10.12		Services Agreement, dated as of May 24, 2007, by and between FastCash Limited and NBL Technologies Inc.*

10.13		Form of Promissory Note signed by customers.*

10.14		Form of Salary Deduction Authorization signed by employers of customers.*

10.15		Form of Salary Confirmation Authorization signed by employers of customers.*


10.16		Services Agreement, dated as of June 2008, between FastCash (St. Lucia) Ltd., Tax & Corporate Law Offices, Rudolph Francis and Cheryl Francis.*

10.17		Letter, dated September 19, 2008, from Map Financial Group, Inc. and FastCash (St. Lucia) Ltd. to Mr. Rudolph Francis and Ms. Cheryl Francis regarding the termination of the Services Agreement, dated as of June 2008, between FastCash (St. Lucia) Ltd., Tax & Corporate Law Offices, Rudolph Francis and Cheryl Francis.*

10.18		Revolving Loan Promissory Note, dated May 12, 2006 in the principal amount of $1,000,000, made by Financial Services Inc. in favor of MapCash Holdings, LLC.*

10.19		Revolving Loan Promissory Note, dated July 10, 2006 in the principal amount of $1,000,000, made by FastCash (Antigua) Limited in favor of MapCash Holdings, LLC.*

10.20		Revolving Loan Promissory Note, dated June 29, 2007 in the principal amount of $1,000,000, made by FastCash (St. Lucia) Ltd. in favor of MapCash Holdings, LLC.*

10.21		Revolving Loan Promissory Note, dated October 24, 2007 in the principal amount of $1,000,000, made by CashExpress Ltd. in favor of MapCash Holdings, LLC.*

10.22		Revolving Loan Promissory Note, dated May 24, 2007 in the principal amount of $1,000,000, made by FastCash Ltd. in favor of MapCash Holdings, LLC.*

10.23		Form of Initial Public Offering Subscription Agreement.**

10.24		Proxy executed by Bayville Global, Ltd. in favor of Jonathan Chesky Malamud.**

10.25		Form of proxy executed by certain shareholders in favor of Jonathan Chesky Malamud.**

14		Code of Ethics.*

23.1		Consent of Frumkin, Lukin & Zaidman CPAs PC.***

23.2		Consent of David Lubin & Associates, PLLC (included in Exhibit 5.1).

* Previously filed, as an exhibit to the Company’s Registration Statement on Form S-1 on September 29, 2008.

** Previously filed, as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A on November 20, 2008.

*** Filed herewith.

FINANCIAL STATEMENTS

The following financial statements are attached hereto and are filed as part of this registration statement:

Map Financial Group, Inc. audited, consolidated financial statements as of and for the years ended December 31, 2008 and 2007.

UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the

securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(c) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that

is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 7, 2009.


	MAP FINANCIAL GROUP, INC.

	By:	/s/ Jonathan Chesky Malamud
	Name:	Jonathan Chesky Malamud
		Title: Chief Executive
		Officer, President and Director
		(Principal Executive Officer)

	By:	/s/ Samuel Rosenberg
	Name:	Samuel Rosenberg
	Title:	Chief Financial Officer
		(Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Date:	Signature:	Name:	Title:


April 7, 2009	/s/ Jonathan Chesky Malamud	Jonathan Chesky	Chief Executive Officer,
		Malamud	President and Director


April 7, 2009	/s/ David Eliezer Popack	David Eliezer	Director
		Popack

April 7, 2009	/s/ Joel Zev Drizin	Joel Zev Drizin	Director

MAP FINANCIAL GROUP INC.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

MAP FINANCIAL GROUP INC.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

TABLE OF CONTENTS

	PAGE
INDEPENDENT AUDITORS' REPORT	1

CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2008 AND 2007	2

CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006	3

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006	4

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006	5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	6-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Map Financial Group Inc.

We have audited the consolidated balance sheets of Map Financial Group Inc., as of December 31, 2008 and 2007 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2008. 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.

We conducted our audits in accordance with the standards of the Public Company Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Accordingly we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement. 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 provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Map Financial Group Inc., at December 31, 2008 and 2007, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 13 to the financial statements, the Company has a net accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 13. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

FRUMKIN, LUKIN & ZAIDMAN CPAs’, P.C.

Rockville Centre, New York

March 30, 2009

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MAP FINANCIAL GROUP INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2008 AND 2007

	2008			2007
ASSETS
Current Assets:
Cash and cash equivalents (Note 2)	$	253,707		$	52,295
Accounts receivable - net of allowances (Note 2)		1,680,171			1,096,832
Prepaid expenses		1,948			3,584

Total Current Assets		1,935,826			1,152,711

Property and equipment, net (Note 2 and 3)		213,537			37,086

Other Assets:
Deposit		5,844			2,310
TOTAL ASSETS	$	2,155,207		$	1,192,107

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	344,268		$	133,355
Due to related parties (Note 4)		202,371			-
Current portion of long term debt		-			11,029
Note payable (Note 5)		1,827,460			1,113,828
Total Current Liabilities		2,374,099			1,258,212

Long term liabilities:
Long term debt (Note 6)		-			17,539

Stockholders' Deficit:

Common stock (Note 7)		20,000			18,380
Additional paid- in capital		12,730			-
Accumulated deficit		(251,622	)		(102,024	)
Total Stockholders' deficit		(218,892	)		(83,644	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,155,207		$	1,192,107

The accompanying notes and accountants' report should be read in conjunction with the financial statements.

- 2 -

MAP FINANCIAL GROUP INC.

CONSOLIDATED STATEMENTS OF INCOME

	Years Ended December 31,
	2008			2007			2006

Income	$	1,252,862		$	348,325			188,539

Expenses:


General and administrative expenses		1,183,454			358,007			131,292
Interest expense		219,006			98,869			38,986

Total operating expenses		1,402,460			456,876			170,278

Income (loss) before provision of income taxes		(149,598	)		(108,551	)		18,261

Provision for income taxes		-			19,435			10,290

Net income (loss)	$	(149,598	)	$	(127,986	)	$	7,971





Basic and diluted net income (loss) per share	$	(0.00748	)	$	(0.00640	)	$	0.00040

Weighted average number of common shares outstanding		20,000,000			20,000,000			20,000,000

The accompanying notes and accountants' report should be read in conjunction with the financial statements.

- 3 -

MAP FINANCIAL GROUP INC.

CONSOLIDATED CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

							RETAINED
	COMMON STOCK				ADDITIONAL		EARNINGS			STOCKHOLDERS'
	NUMBER OF				PAID - IN		ACCUMULATED			EQUITY
	SHARES		AMOUNT		CAPITAL		(DEFICIT)			(DEFICIT)



Balance at January 1, 2006		-	$	-	$	-	$	17,991		$	17,991

Net profit		-		-		-		7,971			7,971
Balance December 31, 2006		-		-		-		25,962			25,962

Net loss		-		-		-		(127,986	)		(127,986	)
Balance December 31, 2007		-		-		-		(102,024	)		(102,024	)

Issuance of shares		20,000,000		20,000		-		-			20,000
Net loss								(149,598	)		(149,598	)
Additional paid in capital on recapitalization		-		-		12,730		-			12,730

Balance at December 31, 2008		20,000,000	$	20,000	$	12,730	$	(251,622	)	$	(218,892	)

The accompanying notes and accountants' report should be read in conjunction with the financial statements.

- 4 -

MAP FINANCIAL GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended December 31,
	2008			2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)	$	(149,598	)	$	(127,986	)	$	7,971

Adjustments to reconcile net income( loss) to net cash (used)
provided by operating activities:
Depreciation		24,664			11,520			9,349
Issuance of shares		4,350			-			-
Fixed assets		(46,873	)		-			-
Changes in operating assets and liabilities:
Increase in accounts receivable		(583,339	)		(795,201	)		(206,781	)
Decrease (increase) in prepaid expenses		1,636			(1,792	)		(689	)
Increase in deposits		(3,534	)		(2,111	)		(199	)
Increase in due to affiliates		202,371			-			4,861
Increase in accounts payable and accrued expenses		210,913			121,246			(5,402	)

Net cash used in operating activities		(339,410	)		(794,324	)		(190,890	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(154,242	)		(16,558	)		(12,943	)
Net cash used in investing activities		(154,242	)		(16,558	)		(12,943	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		10,000			11,028			7,352
Repayment of loans		(28,568	)		(10,589	)		(77,881	)
Proceeds from note payable		713,632			838,499			276,763
Net cash provided by financing activities		695,064			838,938			206,234

Net increase in cash and cash equivalents		201,412			28,056			2,401

Cash and cash equivalents at beginning of period		52,295			24,239			21,838

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	253,707		$	52,295		$	24,239
Supplemental cash flow information:
Interest paid	$	73,438		$	35,248		$	18,412
Income taxes paid	$	3,971		$	-		$	-

The accompanying notes and accountants' report should be read in conjunction with the financial statements.

- 5 -

MAP FINANCIAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007

1 – ORGANIZATION AND BUSINESS

Map Financial Group Inc. (the “Company”), was incorporated in the state of Nevada on June 27, 2008 and elected to have its fiscal year end on December 31. The Company is a financial services holding company and was formed for the purpose of acquiring subsidiaries located in various Caribbean countries which operate in the financial services sector and primarily offer micro loans to employees of various governmental and approved private companies.

2 – SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statement Presentation – The consolidated financial statements include the accounts of Map Financial Group Inc. and its wholly-owned subsidiaries, FastCash International Ltd. (BVI), Financial Services Inc located in the Commonwealth of Dominica.; FastCash (St. Lucia) Ltd.; FastCash Antigua Ltd; FastCash Ltd (Grenada); Cash Express Ltd (St. Vincent).All significant intercompany accounts and transactions have been eliminated in consolidation. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States and general practices within the financial services industry. The comparative consolidated financial statements for the years ended December 31, 2007 and 2006 include the historical financial information of the subsidiaries.

Use of Accounting Estimates – 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 certain assets and liabilities and disclosures. Accordingly, the actual amounts could differ from those estimates. Any adjustments applied to estimate amounts are recognized in the year in which such adjustments are determined.

Income taxes – Future income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect of future tax assets and liabilities of a change in tax rate is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the company does not consider it to be more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the net future losses time.

Cash and Cash Equivalents – For the purpose of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.

- 6 -

MAP FINANCIAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2008 AND 2007

2 – SIGNIFICANT ACCOUNTING POLICIES - Continued

Property and equipment – Property and equipment are carried at cost. Depreciation is provided using the straight line method over the estimated useful lives of the related asset.

Advertising Costs – The Company expenses advertising costs as incurred. Advertising costs including related printing and production charged to operations totaled $77,121 and $54,874 for the years ended December 31, 2008 and 2007 respectively.

Income (loss) per common share – Basic earnings (loss) per common share is calculated using the weighted average number of common shares during each reporting period. Diluted earnings per common share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. The Company does not have any potentially dilutive instruments for this reporting period.

Fair value of Financial Instruments – The carrying value of accrued expenses approximates fair value due to the short period of time to maturity.

Recent Accounting Pronouncements – In February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, which is an Amendment of FASB Statement Nos. 133 and 140. This Statement resolves issues addressed in Statement 133 Implementation of Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets.” This Statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. Management does not believe that the adoption of SFAS No. 155 will have a material impact on the Company’s financial statements.

In July 2006, the Financial Accounting Standard Board (FASB) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109 (Fin 48) which provides clarification related to the process associated with accounting for uncertain tax provisions recognized in consolidated financial statements. FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. FIN 48 also provides guidance related to, among other things, classification, accounting for interest and penalties associated with tax positions, and disclosure requirements. Currently this pronouncement has no effect on the financial statements.

- 7 -

MAP FINANCIAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2008 AND 2007

2 – SIGNIFICANT ACCOUNTING POLICIES - Continued

In September 2006, the Financial Accounting Standard Board issued SFAS No. 157 “Fair Value Measurement” that provides enhanced guidance for using fair value to measure assets and liabilities. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value in any new circumstances. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. Currently this pronouncement has no effect on the financial statements.

In February 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No 159, The Fair Value Option for Financial Assets and Liabilities (SFAS No. 159). SFAS No. 159 provides the option to report certain financial assets and liabilities at fair value, with the intent to mitigate volatility in financial reporting that can occur when related assets and liabilities are recorded on different bases. The Company does not expect SFAS No. 159 to have a material impact on the financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards No.141 (revised 2007), Business Combinations (SFAS 141R). SFAS 141R broadens the guidance of SFAS 141, extending its applicability to all transactions and other events in which one entity obtains control over one or more other businesses. It broadens the fair value measurement and recognition of assets acquired, liabilities assumed, and interests transferred as a result of business combinations. SFAS 141R expands on required disclosures to improve the statement users’ abilities to evaluate the nature and financial effects of business combinations. The Company does not expect the adoption of SFAS 141R to have a material effect on the consolidated financial statements.

In December 2007, the FASB issued SFAS No.160, Noncontrolling Interests in Consolidated Financial Statements – an amendment to ARB No. 51 (“SFAS 160”). This Statement amends ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership in the consolidated entity that should be reported as equity in the consolidated financial statements. Additionally, this Statement requires that consolidated net income include the amounts attributable to both the parent and the noncontrolling interest. The Company does not believe this statement will have any impact on the Company’s consolidated financial statements.

- 8 -

MAP FINANCIAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2008 AND 2007

2 – SIGNIFICANT ACCOUNTING POLICIES - Continued

Foreign currency translation:

The financial position and results of operations of the Company’s foreign subsidiaries are measured using the local currency, Eastern Caribbean Dollars as the functional currency, except FastCash International Inc. whose functional currency is the US$. These subsidiaries generate and expend cash primarily in their local currency. Revenues and expenses of such subsidiaries have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date.

Nature of Operations in Foreign Countries:

All of the Company’s subsidiaries are located in various foreign countries. These foreign operations are subject to various political, economic, and other risks and uncertainties inherent in the countries in which the Company operates. Among other risks, the Company’s operations are subject to the risks of restrictions on transfer of funds; changing taxation policies; foreign exchange restrictions; and political conditions and government regulations.

Revenue recognition:

Income on all loans is recognized using the interest method. Income from service and other loan fees are deferred and the net fee is recognized as an adjustment to interest income ratably over the life of the loan on a constant yield basis, using the interest method as per SFAS 91. For impaired loans accrual of interest is discontinued on a loan when management believes, after considering collection efforts and other factors that the borrower’s financial condition is such that the collection of interest is doubtful. Loans are considered impaired when it is probable that the Company will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement.

Allowance for doubtful accounts:

The Company maintains an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is based on historical collection experience and a review of the current status of the accounts receivable. The Company writes off 100% of balances 120 days past due to bad debt and establishes reserves for 50% of accounts 60 days past due, 25% of accounts 30 days past due and 5% for all other accounts. The Company’s allowance policy is subject to ongoing review. As the Company’s historical loss experience, recent loss trends, changes in loan characteristics including loan amounts and terms, delinquency levels, collection practices and general economic conditions change, the Company may need to make additional allowance in future periods. Accounts receivable are presented net of an allowance for doubtful accounts and unearned revenues.

- 9 -

MAP FINANCIAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

DECEMBER 31, 2008 AND 2007

2 – SIGNIFICANT ACCOUNTING POLICIES – Continued

	2008		2007
Accounts receivable	$	1,969,968	$	1,201,983
Allowance for doubtful accounts		125,527		39,684
		1,844,441		1,162,299
Less unearned revenues		164,270		65,467
Accounts receivable - net	$	1,680,171	$	1,096,832

3 – PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2008 and 2007 consist of the following:

	2008		2007
Furniture and fixtures	$	37,209	$	17,552
Equipment and computers		37,230		15,118
Leasehold Improvements		22,430		-
Software		162,977		26,060
		259,846		58,730
Accumulated depreciation		46,309		21,644
	$	213,537	$	37,086

Depreciation expense for the years ended December 31, 2008 and 2007 totaled $24,664 and $11,520 respectively. Included in software are amounts totaling $46,873 that were paid for subsequent to the year end.

4 – DUE TO RELATED PARTIES

At December 31, 2008 amounts totaling $202,371 represents amounts due to MapCash Holdings LLC for expenses incurred on behalf of the Company. These amounts are expected to be repaid currently.

5 – NOTE PAYABLE

For the years 2007 and 2006 note payable represents amounts due by the various subsidiaries in the form of a revolving credit agreement in the amount of $1,000,000 each, totaling $5,000,000. Under the terms of the agreement interest is charged at a rate of 15% which is due and payable on the first day of each January, April, July and October. Advances and any unpaid accrued interest are due and payable on demand.

The subsidiaries entered into a master loan agreement with Mapcash Management in the amount of $10,000.000. Under the terms of the agreement advances and any unpaid accrued interest are due and payable on demand. Interest is charged at a rate of 15% per annum which are due on the first day of each January, April, July and October. The proceeds of the loan shall be used solely for its working capital needs.

- 10 -

MAP FINANCIAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued DECEMBER 31 2008 AND 2007

5 – NOTE PAYABLE - Continued

On August 29, 2008 balances due by each operating subsidiary under the revolving credit agreement, were assigned to Mapcash Management pursuant to the terms of the master loan agreement. Amounts due at December 31, 2008 and 2007 were $1,827,460 and $1,113,828 respectively.

On March 5, 2009 the master loan agreement was amended to include a provision indicating that the note will become due on or before July 10, 2010.

6 – BANK LOAN PAYABLE

The Company had an unsecured promissory note which expires in the year 2010 and at which interest is charged at 12.5 percent annually. This loan was fully repaid in July 2008

	2008		2007
Balance due	$	-	$	28,568
Current portion		-		-11,029
Long term	$	-	$	17,539

7 – COMMON STOCK

The Company is authorized to issue 500,000,000 common shares. There were 20,000,000 par value $0.001 shares issued and outstanding at December 31, 2008 of which 10,000,000 shares were issued in exchange for all the outstanding common shares of FastCash International Ltd and its subsidiaries on August 29, 2008.

8 – PREFERRED STOCK

The Company is authorized to issue 5,000,000 par value $0.001 preferred shares. There were no shares issued and outstanding at December 31, 2008.

9 – CONCENTRATION OF RISK

The Company maintains cash in deposit accounts in federally insured banks. At times, the balance in the accounts may be in excess of federally insured limits.

10 – COMMITMENTS AND CONTINGENCIES

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be

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MAP FINANCIAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued DECEMBER 31, 2008 AND 2007

10 – COMMITMENTS AND CONTINGENCIES – Continued

estimated, the estimated liability would be accrued in the Company’s financial

statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed

Agreements:

Each operating subsidiary of the Company has a corporate services agreement with NBL Technologies Inc., an entity that is controlled by the Chief Operating Officer of the Company. Under the terms of the agreement each subsidiary pays a monthly fee to NBL Technologies Inc. for personnel management, administrative services, and other services as governed by the agreement. Such fees paid to NBL Technologies for the years ended December 31, 2008 and 2007 totaled $22,084 and $13,971 respectively.

Facility Leases

Various subsidiaries of the Company leases office space on a month to month basis while others have leases expiring at various dates through 2012. These leases generally provide for fixed annual rentals. The future minimal rental payments required under these leases are as follows:

Year ending December 31,	Amount

2009		36,439
2010		39,751
2011		39,751
2012		29,813
Total	$	145,754

Rent expense charged to operations for the years ended December 31, 2008 and 2007 totaled $55,608 and $27,864 respectively.

11 – CHANGE IN ACCOUNTING PRINCIPLE

During the year the Company changed from the direct method of recording bad debts to the allowance method in accordance with generally accepted accounting principles. The Company also changed its method of recording servicing and other related fees associated with its loan portfolio in accordance with SFAS 91. Prior periods presented have been restated to reflect the changes. The effect of the prior year change resulted in a net income decrease of $84,592 in 2007 and $2,374 in 2006.

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MAP FINANCIAL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued DECEMBER 31, 2008 AND 2007

12 – ACQUISITIONS

On August 29, 2008 the Company acquired FastCash International Ltd, a holding company incorporated in the British Virgin Islands, and its subsidiaries by issuing 10,000, 000 common shares in exchange for all of its common shares. These subsidiaries include Financial Services Inc. which is located in the Commonwealth of Dominica; FastCash Ltd. (Grenada); FastCash (Antigua) Ltd; FastCash (St. Lucia) Ltd. and Cash Express Ltd. (St Vincent). These companies operate in the financial services industry and offer primarily short term micro loans.

This acquisition was accounted for as a capital transaction followed by a recapitalization, and includes the historical financial information of the subsidiaries for the years ended December 31, 2008 and 2007. As a result of the transaction the total outstanding shares of the subsidiaries were charged to additional paid-in capital.

13 – GOING CONCERN

As shown in the accompanying financial statements, the Company has incurred recurring losses from operations, and as of December 31, 2008, the Company’s current liabilities exceeded its current assets by $438,273 and its total assets by $218,892. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Over the past year the Company’s growth has been funded mainly by revolving credit agreements. The Company expects that it will need to raise substantial additional capital investment to accomplish its business plan over the next several years. In addition, the Company may wish to selectively pursue possible acquisitions of businesses, technologies or products complementary to those of the Company in the future in order to expand its presence in the marketplace and achieve operating efficiencies. However there can be no assurance that these objectives will be achieved. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

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