Item 2.01 Completion of Acquisition or Disposition of Assets

On the Closing Date, pursuant to the JetPay Agreement and the Agreement and Plan of Merger, dated as of July 6, 2012, as amended, by and among UBPS, ADC Merger Sub, Inc., ADC, PTFS, Carol and C. Nicholas Antich as Joint Tenants, C. Nicholas Antich, Carol Antich, Eric Antich, Lynn McCausland, the B N McCausland Trust, Joel E. Serfass and C. Nicholas Anitch as Representative (the “ ADC Agreement ” and collectively with the JetPay Agreement, the “ Acquisition Agreements ”), ADC Merger Sub, Inc., a wholly owned subsidiary of UBPS and JP Merger Sub, LLC, a wholly owned subsidiary of UBPS, merged with and into ADC and JetPay, respectively with ADC and JetPay surviving such mergers. The summaries of each of the Acquisition Agreements contained in the Proxy Statement are incorporated herein by reference. The description of the terms of JetPay Agreement and ADC Agreement are qualified in their entirety by reference to the JetPay Agreement and the ADC Agreement attached hereto as Exhibits 2.1 and 2.2, respectively, and incorporated herein by reference.

In connection with UBPS’s Amended and Restated Certificate of Incorporation, UBPS’s stockholders, other than its initial stockholders who acquired Common Stock prior to its initial public offering, had the right upon consummation of an initial business combination to redeem their shares of Common Stock for their pro rata share of the funds being held in a trust account containing proceeds from the initial public offering. On the Closing Date, 9,994,625 shares were redeemed and subsequently canceled by UBPS.

On the Closing Date, UBPS caused $16 million in cash to be delivered to the stockholders of ADC and approximately $6.8 million to WLES, L.P., JetPay’s sole member. Additionally, UBPS issued 1 million shares of Common Stock to the stockholders of ADC and 3,666,667 shares of Common Stock to WLES, L.P., 3,333,333 of which was deposited in an escrow account to secure the obligations of WLES, L.P. under the JetPay Agreement.

Prior to the mergers, UBPS was a blank check company with no operations, formed as a vehicle for an acquisition of one or more operating businesses. The following information, which is required by Item 2.01(f) of Form 8-K, reflects the post-merger company on a consolidated basis (the “ Company ”).

Business

The Company has not been engaged in any business prior to the transactions described in Items 1.01 and 2.01 above. Following the consummation of the Acquisition Agreements, the Company’s business will consist of the businesses of ADC and JetPay. The businesses of ADC and JetPay (collectively, the “ Businesses ”) are described in the Proxy, in the sections titled “Information about AD Computer”, and “Information about JetPay”, each of which section is incorporated herein by reference.

Risk Factors

The risks associated with the Businesses are described in the Proxy Statement in the section titled “Risk Factors”, which is incorporated herein by reference.

Financial Information

The information in the Proxy Statement contained on pages F-19 through F-32, F-68 through F-80, F-93 through F-117 and F-126 through F-140 is incorporated herein by reference.

SELECTED HISTORICAL FINANCIAL INFORMATION OF UBPS

(In $000’s)

UBPS is providing the information set forth below to assist you in your analysis of the financial aspects of the business combination. The following selected financial information of UBPS as of and for the periods ended September 30, 2012 and 2011, has been derived from UBPS’s unaudited financial statements for 2012 and audited financial statements for 2011, which are included in this filing. The financial information of UBPS as of and for the fiscal year ended September 30, 2011, has been derived from UBPS’s audited financial statements for that year, which are incorporated by reference herein.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of UBPS or the combined company, and you should read the following information together with UBPS’s audited consolidated financial statements, the notes related thereto and the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”, which appears below.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS OF UBPS

Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with UBPS’s financial statements and the related notes thereto. UBPS has a current fiscal year end of September 30. Upon consummation of the transactions contemplated by the Acquisition Agreements, UBPS will adopt a fiscal year end of December 31.

UBPS was formed on November 12, 2010, to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. UBPS intends to utilize cash derived from the proceeds of its initial public offering, its capital stock, debt or a combination of cash, capital stock and debt, in effecting this Acquisition and other future business combinations.

To date, UBPS has neither engaged in any operations nor generated any revenues, except interest income. UBPS's entire activity since inception has been to search for targets for a business combination.

For the period from November 12, 2010 (inception) to September 30, 2012, UBPS had a net loss of ($615), consisting of interest income of $22 less operating expenses of ($637). For the twelve months ended September 30, 2011, UBPS had a net loss of ($90), consisting of interest income of $7 and expenses of ($97).

Financial Condition and Liquidity

On May 13, 2011 UBPS consummated its initial public offering (the “ Offering ”) of 12,000,000 units at a price of $6.00 per unit. Simultaneously with the Offering, certain of the initial stockholders in UBPS and the underwriters of the Offering purchased 6,960,000 warrants at $0.50 per warrant (for an aggregate purchase price of $3,480,000) from the Company. UBPS raised aggregate gross proceeds of $75,480,000 from the Offering and the warrant offering, of which $72,720,000 is being held in a trust account for our benefit. UBPS intend to use this cash, our capital stock, incurred debt, or a combination of cash, capital stock, and debt, in effecting our initial business combination.

UBPS has not conducted any operations nor generated any revenues to date. Our entire activity since inception up to the closing of the Offering was in preparation for that event. After the Offering, our activity has been limited to the evaluation of business combination candidates, and UBPS will not be generating any operating revenues until the closing and completion of our initial business combination. UBPS incurred increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

UBPS incurred a net loss of ($704) for the period from November 12, 2010 (inception) through September 30, 2012. Until UBPS enters into a business combination, UBPS will not generate revenues.

As of September 30, 2012, UBPS had approximately $23,000 in its operating bank account. On May 13, 2011, after the consummation of the Offering, approximately $600,000 was placed into its operating bank account to be available for use by management to cover operating costs and the costs associated with identifying a target business and negotiating a business combination. Of this amount, approximately $340,000 was used to pay accrued offering costs and $125,000 was used to repay notes held by certain of UBPS’s initial stockholders.

UBPS used the approximately $69,000 of remaining net proceeds not held in the trust account plus the interest earned on the funds held in the trust account that were released to us to fund our working capital requirements. As of September 30, 2012, U.S Treasury Bills with maturities less than six month were approximately yielding under .05%. UBPS believes such rates are representative of those UBPS may receive on the balance of the trust account. From December 6, 2010 through September 30, 2012, UBPS issued a series of principal amount unsecured promissory notes to UBPS Services, LLC, an entity controlled by Mr. Shah totaling $355,000. These notes are non-interest bearing and are payable on the earlier of their anniversary or the consummation of an initial business combination.

The net proceeds from the Offering, after deducting offering expenses of approximately $473,000 and underwriting discounts of $2,160,000, were approximately $69,366,994. Of this amount, $69,240,000, plus the $3,480,000 UBPS received from the warrant offering, was being held in the trust account. The remaining net proceeds not in trust were being used for working capital purposes. To the extent that Common Stock was used in whole or in part as consideration to effect a business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target’s business operations, for strategic acquisitions and for marketing, research and development of existing or new products.

SELECTED HISTORICAL FINANCIAL INFORMATION OF JETPAY

(In $000’s)

JetPay is providing the information set forth below to assist you in your analysis of the financial aspects of the business combination. The following selected consolidated financial information of JetPay as of and for the nine months ended September 30, 2012 and 2011, has been derived from JetPay’s unaudited financial statements for 2012, which are included in this filing and management’s presentation for 2011, which is not included in this filing. The consolidated financial information of JetPay as of and for the fiscal year ended December 31, 2011and 2010 has been derived from JetPay’s audited financial statements for that year, which are incorporated by reference herein.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of JetPay or the combined company, and you should read the following information together with JetPay’s audited consolidated financial statements, the notes related thereto and the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”, which appears below.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Components of Revenue and Expenses

Revenues

JetPay’s revenues fall into two categories: transaction processing revenue and merchant discount revenue. JetPay’s processing revenues consist of billings of transaction fees to its merchant and independent sales organization (“ ISO ”) customers. JetPay’s discount revenues are generally a fixed percentage of the merchant’s dollar volume. Merchant billings primarily consist of transaction fees and discount fees, which are a percentage of the dollar amount of each credit or debit transaction. JetPay derives the balance of its merchant billings from a variety of fixed transaction or service fees, and fees for other miscellaneous services, such as handling charge-backs. Interchange costs are set by the card networks, and are paid based upon a percentage of transaction amounts and / or a fixed price per transaction. JetPay refers to the ratio of processing revenues to the dollar amount of card transactions processed as the “margin.” If margin increases, processing revenues will tend to increase accordingly. Further, both the number of merchants who process transactions, and the average dollar amount of transactions processed per merchant, will impact the total transaction volume and thus the total processing revenues. As such, growth in JetPay’s merchant count and / or growth in the same store transaction volume will also drive JetPay’s processing revenue growth. Revenues are recorded at the time service is provided.

Expenses

The most significant components of operating expenses are salaries and other employment costs. These costs are largely fixed in nature, increasing slightly with the growth in numbers of customers, but tending to grow with inflation. Assessments and bank costs include assessment fees payable to card associations, which are generally a percentage of card volume, and bank sponsorship costs which are largely based upon transaction counts and volumes. General and administrative expenses include fixed costs such as occupancy and office costs, outside services, and depreciation and amortization expense, which is recognized on a straight-line basis over the estimated useful life of the assets. General and administrative expenses also include charge-back losses, which vary over the long term based upon transaction volume processed by JetPay’s merchants, but can vary from period to period depending upon specific events in that period. Interest expense is primarily a result of a loan to buy out the interest of a former partner of JetPay. This expense is fixed based upon a schedule of increasing interest rates over the life of the loan.

Comparison of years ended December 31, 2011 and December 31, 2010

JetPay’s processing revenues increased from $15,608 in 2010 to $17,473 in 2011, or 11.9%, and were driven by an increase in bank card volume of $382 million from 2010 to 2011, or 17.5%. The primary driver was an increase in the ISO business of $3,057, or 70.8%, as JetPay added 20 ISOs (going from 24 at year-end 2010 to 44 at year-end 2011). As the ISOs signed in 2010 added more merchants to JetPay. The direct merchant business line revenue growth was essentially flat from 2010 to 2011, despite adding another 517 merchants for a total of 3,027 at the end of 2011 versus 2,510 at the end of 2010, as margins declined among some larger customers. There was a decrease of 18.1% of revenues (from $6,388 in 2010 to $5,231 in 2011) for processing-only customers, as JetPay focused more on the ISO business. The two volume-driven costs (Costs of Goods Sold and Operating Expenses) combined increased 7.6% from 2010 to 2011, while Selling and Administrative Expenses increased 64.3%, or $1,864 from 2010 to 2011. The primary driver of this expense was a one-time loss of $1,908 with a merchant that delivered fraudulent transactions. This merchant was covered under JetPay’s chargeback insurance and insurance was been notified of a potential loss, and while management expects to be covered, JetPay elected to write this balance off in 2011. Without this one-time event, Selling and Administrative Expenses would have increased $250, or 8.6%. As a result of the foregoing, net income decreased from $3,345 in 2010 to $2,152 in 2011, or 35.6%. Without the one-time loss expense, net income would have increased from $3,345 in 2010 to 3,766 in 2011, a 12.6% increase.

Comparison of nine months ended September 30, 2012 and September 30, 2011

JetPay’s processing revenues increased from $12,970 in 2011 to $14,082 in 2012, or 8.6%.The primary driver was an increase in the ISO business as JetPay as new ISOs signed in 2010 and 2011 added more merchants to JetPay. The direct merchant business line revenue declined slightly despite adding additional merchants, as JetPay lost a large customer (see Direct Air discussion below). There was also an increase in revenues processing-only customers as processing volumes increased. The two volume-driven costs (Costs of Goods Sold and Operating Expenses) combined increased $1,350, or 17.9% from 2011 to 2012, while Selling and Administrative Expenses increased over 100%, or $2,490 from 2010 to 2011. The primary drivers of these expenses were one-time costs and expenses related to Direct Air, as well as approximately $300 related to the proposed transaction. Direct Air, a JetPay customer since 2004, suddenly ceased operations on March 14, 2012 and declared bankruptcy. While JetPay and its sponsor bank have catastrophic insurance on this merchant, the resulting chargebacks from consumers were being funded until such time as the insurance claim can be validated. The insurance has a $250 deductible and a $25,000 limit. To date, JetPay has incurred $1,694 in losses, which are composed of $250 for the deductible, $911 for chargebacks over the $25,000 limit plus $532 related legal expense. As a result of the foregoing, net income decreased from $2,884 in 2011 to $132 in 2012.

Liquidity and Capital Resources

As of September 30, 2012, December 31, 2011, JetPay had cash and cash equivalents of approximately $0.8 million and $1.8 million respectively, of which $0.1 million and $0.1 million respectively was restricted cash. The decrease in cash at September 30, 2012 was a result of the Direct Air loss detailed above. JetPay expects that its cash flow from operations and proceeds from borrowings under JetPay’ lines of credit will be its primary sources of liquidity and will be sufficient to fund JetPay’ cash requirements for the next twelve months. See “ Contractual Obligations ” below for a description of future required uses of cash.

Operating activities

Net cash provided by JetPay’ operating activities was $0.2 million, and $2.9 million during the nine month period ended Sept 30, 2012, and 2011 respectively. Major differences between JetPay’s net income and cash provided by operating activities are typically depreciation and amortization, along with the timing differences between when JetPay recognizes revenues and expenses and when those revenues and expenses are collected or paid.

Investing activities

JetPay’ net cash used in investing activities was $0.2 million, and $0.2 million during the first nine months of 2012 and 2011 respectively. Net cash used in investing activities consisted of property and equipment expenditures. JetPay currently has no material capital spending or purchase commitments, but expects to continue to engage in capital spending in the ordinary course of business.

Financing activities

JetPay used cash for financing activities of $0.6 million, and $2.2 million during the first nine months of 2012 and 2011 respectively, consisting of repayments on JetPay’s loan and distributions to JetPay’s equity holders.

Critical Accounting Policies

Reserve for Charge-back Losses

Disputes between a cardholder and a merchant periodically arise as a result of, among other things, cardholder dissatisfaction with merchandise quality or merchant services. Such disputes may not be resolved in the merchant’s favor. In these cases, the transaction is “charged back” to the merchant, which means the purchase price is refunded to the customer through the merchant’s bank and charged to the merchant. If the merchant has inadequate funds, JetPay must bear the credit risk for the full amount of the transaction. JetPay evaluates the risk for such transactions and estimates the potential loss for charge-backs based primarily on historical experience and records a loss reserve accordingly. JetPay believes its reserve for charge-back losses is adequate to cover both the known probable losses and the incurred but not yet reported losses at the balance sheet dates.

Unsettled Merchant Accounts

In certain cases, JetPay withholds funds payable to merchants while it verifies transaction activity. In other cases, JetPay withholds funds payable to merchants in order to provide a reserve fund for potential merchant charge-back losses. In each case, JetPay records an unsettled merchant account liability for the amounts payable to the merchants. JetPay also establishes cash reserves in segregated reserve merchant bank accounts to secure JetPay’s potential liability with their acquiring banks, which are classified as restricted cash on JetPay’s balance sheets.

Seasonality

JetPay’s revenues and earnings are impacted by the volume of consumer usage of credit and debit cards at the point of sale. For example, JetPay experiences increased point of sale activity during the first and second quarters due to season volumes of some merchants in JetPay’s portfolio. Revenues during the first and second quarters tend to increase in comparison to the remaining two quarters of JetPay’s fiscal year on a same store basis.

Off-Balance Sheet Arrangements

JetPay does not have transactions, arrangements and other relationships with unconsolidated entities that are reasonably likely to affect JetPay’s liquidity or capital resources. JetPay has no special purpose or limited purpose entities that provide off-balance sheet financing, liquidity or market or credit risk support, engage in leasing, hedging, research and development services, or other relationships that expose JetPay to liability that is not reflected on the face of the financial statements.

Contractual Obligations

JetPay’s material contractual obligations which will impact JetPay’s cash flows in future periods are JetPay’s loan to its former partner (which matures in 2016), and JetPay’s operating lease commitments, which are summarized in note 7 to JetPay’s annual financial statements. JetPay intends to pay off the loan to its former partner in connection with the consummation of the transactions contemplated by the JetPay Agreement. As of December 31, 2011, these obligations were as follows:

($ in thousands)

Effects of Inflation

JetPay’s monetary assets, consisting primarily of cash and receivables, are not significantly affected by inflation. JetPay’s non-monetary assets, consisting primarily of intangible assets, are not affected by inflation. JetPay believes that replacement costs of equipment, furniture and leasehold improvements will not materially affect JetPay’s operations. However, the rate of inflation affects JetPay’s expenses, such as those for employee compensation and other operating expenses, which may not be readily recoverable in the price of services offered by JetPay. The rate of inflation can also affect JetPay’s revenues by affecting JetPay’s merchant charge volume and corresponding changes to processing revenue.

SELECTED HISTORICAL FINANCIAL INFORMATION OF ADC

(In $000’s)

ADC is providing the information set forth below to assist you in your analysis of the financial aspects of the business combination. The following selected financial information of ADC as of and for the nine months ended September 30, 2012 and 2011, has been derived from ADC’s unaudited financial statements for 2012 and for 2011, which are included in this filing. The financial information of ADC as of and for the calendar years ended December 31, 2011 and 2010, has been derived from ADC’s audited financial statements for those years, which are incorporated by reference herein.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of ADC or the combined company, and you should read the following information together with ADC’s audited financial statements, the notes related thereto and the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” which appears below.

SELECTED HISTORICAL FINANCIAL INFORMATION OF PTFS

PTFS is providing the information set forth below to assist you in your analysis of the financial aspects of the business combination. The following selected financial information of PTFS as of and for the nine months ended September 30, 2012 and 2011, has been derived from PTFS’s unaudited financial statements for 2012 and 2011. The financial information of PTFS as of and for the calendar years ended December 31, 2011 and 2010 has been derived from PTFS’s audited financial statements for those years, which are incorporated by reference herein.

The information set forth below is only a summary and is not necessarily indicative of the results of future operations of PTFS or the combined company, and you should read the following information together with PTFS’s audited financial statements, the notes related thereto and the section entitled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” which appears below.

ADC AND PTFS’S BUSINESSES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

ADC serves approximately 5,000 clients and has focused on providing customized payroll solutions tailored to the specific needs of its clients. The needs of most clients are met through the many options and reporting capabilities available in its standard comprehensive system. For the more complex clients, numerous custom interfaces have been developed to integrate with general ledger systems, time and attendance systems and other in-house HR systems. ADC’s business strategy is focused on achieving strong long-term financial performance by providing high-quality, timely, accurate, and affordable services while steadily growing its client base.

A related company, PTFS, prepares, processes and files tax deposits and required federal, state and local payroll tax returns exclusively for clients of AD Computer. Approximately 4,400 clients of ADC use the services of PTFS. A separate trust account is maintained by PTFS, which is reconciled on a daily basis. PTFS is focused on continuing to grow its client base by providing a comprehensive solution to the tax filing and deposit requirements in a complex regulatory environment.

Revenues

The majority of ADC’s revenue is derived from its payroll processing operations, which includes the calculation, preparation, collection and delivery of employer payroll obligations and the production of internal accounting records and management reports. ADC experiences increased revenues at calendar year-end due to additional employer annual processing and filing requirements.

PTFS pays a portion of the fees it earns to ADC. In exchange for these fees, ADC provides PTFS with all of its clients and all of the information necessary to prepare tax deposits and filings. The fee payable by PTFS to ADC was equal to 50% of all fees collected by PTFS through December 31, 2010 and 45% thereafter.

The majority of PTFS’s revenue is derived from fee income as a result of the preparation of federal, state and local payroll tax returns and the collection and remittance of clients’ payroll tax obligations. PTFS experiences increased revenues at calendar year-end due to additional employer annual filing requirements.

PTFS’s trust account earnings represents the interest earned on the daily trust fund balance. This amount can fluctuate throughout the year based on the amount held in trust and changes in the corresponding applicable interest rate.

Expenses

The most significant component of ADC’s operating expenses is payroll and related expenses. Payroll expense is largely fixed in nature, but tends to increase with capacity levels and inflation. A significant component of payroll expense represents shareholder bonuses, which are reflected in the year-end results of operations.

Another significant component of ADC’s operating expenses is cost of goods sold, which is primarily comprised of the direct expenses of the various payroll-processing departments within ADC. These expenses vary directly with payroll processing revenue.

ADC’s general and administrative expenses include items such as delivery, outside services, rent, office expense, insurance, sales and marketing, professional services and other costs incurred to support its business.

PTFS’s significant operating expenses are split between outside services and payroll and related expenses. Outside services represent the fees paid to ADC in exchange for all of PTFS’ clients and all the information necessary to prepare tax deposits and filings. Payroll expense is largely fixed in nature, but tends to increase with inflation. A significant component of payroll expense represents shareholder bonuses, which are reflected in the year-end results of operations.

PTFS’s general and administrative expenses include items such as office expense, computer program costs, insurance, professional services and other costs incurred to support its business. 

AD Computer’s payroll processing revenues increased from $9,443,000 in 2010 to $9,793,000 in 2011, or 3.7%, due primarily to increased payroll processing as a result of steady, organic growth in its client base. Fees received from PTFS decreased from $1,189,000 in 2010 to $1,138,000 in 2011, or 4.3%, due primarily to ADC’s reduced share of PTFS fees from 50% in 2010 to 45% in 2011, offset partially by an increase in the overall fees earned by PTFS.

ADC’s cost of goods sold, which varies directly with payroll processing fees, increased from $4,173,000 in 2010 to $4,295,000 in 2011, or 2.9%, due primarily to increased payroll processing as a result of steady, organic growth in its client base. Payroll and related expenses increased from $5,285,000 in 2010 to $5,544,000 in 2011, or 4.9%, due primarily to increased compensation and benefit costs. General and administrative expense remained relatively unchanged from 2010 to 2011.

Comparison of nine months ended September 30, 2012 and September 30, 2011

ADC’s payroll processing revenues increased from $6.860,000 in 2011 to $6,982,000 in 2012, or 1.8%, due primarily to increased payroll processing as a result of steady, organic growth in its client base. Fees received from PTFS remained relatively unchanged from 2011 to 2012.

ADC’s cost of goods sold, which varies directly with payroll processing fees, increased from $3.072,000 in 2011 to $3,309,000 in 2012, or 7.7%, due primarily to increased payroll processing as a result of steady, organic growth in its client base. Payroll and related expenses increased from $2,307,000 in 2011 to $2,467,000 in 2012, or 6.9%, due primarily to increased compensation and benefit costs. General and administrative expense increased from $760,000 in 2011 to $988,000 in 2012, or 30.0%, due primarily to increased professional fees and depreciation expense.

Comparison of years ended December 31, 2011 and December 31, 2010

PTFS’s fee income increased from $2,354,000 in 2010 to $2,454,000 in 2011, or 4.2%, due primarily to steady, organic growth in its client base. Trust account earnings decreased from $384,000 in 2010 to $299,000 in 2011, or 22.1%, due primarily to the declining interest-rate environment.

PTFS’s outside services expense decreased from $1,189,000 in 2010 to $1,138,000 in 2011, or 4.3%, due primarily to AD Computer’s reduced share of PTFS fees from 50% in 2010 to 45% in 2011, offset partially by PTFS’s increased fee income. Payroll and related expenses increased from $1,156,000 in 2010 to $1,209,000 in 2011, or 4.6%, due primarily to increased compensation and benefit costs. General and administrative expense decreased from $343,000 in 2010 to $331,000 in 2011, or 3.5%, due primarily to decreased computer programming costs, offset partially by increased office expense.

Comparison of nine months ended September 30, 2012 and September 30, 2011

PTFS’s fee income increased from $1,842,000 in 2011 to $1,922,000 in 2012, or 4.3%, due primarily to steady, organic growth in its client base. Trust account earnings decreased from $243,000 in 2011 to $199,000 in 2012, or 18.1%, due primarily to the declining interest-rate environment.

PTFS’s outside services expense remained relatively unchanged from 2011 to 2012. Payroll and related expenses increased from $566,000 in 2011 to $631,000 in 2012, or 11.5%, due primarily to increased compensation and benefit costs. General and administrative expense increased from $237,000 in 2011 to $350,000 in 2012, or 47.7%, due primarily to increased professional fees.

Liquidity and Capital Resources

As of September 30, 2012 and December 31, 2011, AD Computer had unrestricted cash and cash equivalents of approximately $1.8 million and $1.8 million, respectively. As of the same periods, PTFS held restricted cash for payroll taxes payable of $44.2 million and $43.9 million, respectively. As of September 30, 2012, PTFS held unrestricted cash and cash equivalents of $0.4 million, and an immaterial amount was held as of December 31, 2011 respectively. Additionally, ADC held no debt as of September 30, 2012 and December 31, 2011 respectively, and PTFS had an immaterial amount of debt as of the same periods.

ADC and PTFS expect that cash flows from operations will continue to be the primary source of liquidity and will be sufficient to fund normal business operations and capital expenditures for current and planned operations. Neither ADC nor PTFS have any external lines of credit or other external financing arrangements with any financial institutions. As such, the companies are dependent on continued cash flows from operations to fund normal business operations and capital expenditures.

Operating activities

Net cash provided by ADC’s operating activities was $0.4 million and $0.4 million during the first nine months of 2012 and calendar 2011 respectively. Major differences between ADC’s net income and cash provided by operating activities are typically depreciation and amortization, along with the timing differences between when ADC recognizes revenues and expenses and when those revenues and expenses are collected or paid. The decrease in ADC’s operating cash flows for calendar 2011 resulted mainly from fluctuations in operating assets and liabilities, decreased net income adjusted for non-cash items and increased payments for compensation.

Net cash provided by PTFS’s operating activities was immaterial during the first nine months of 2012 and calendar 2011.

Investing activities

Net cash used in investing activities primarily consists of purchases of property and equipment. The amounts purchased by ADC totaled $0.4 million during the first nine months of 2012, and were immaterial for calendar 2011. PTFS did not have any investing activities during the same periods.

Financing activities

ADC used cash for financing activities of $0.1 million during the first nine months of 2012, and $0.2 million during calendar 2011, consisting of distributions to ADC’s shareholders. PTFS used an immaterial amount of cash for financing activities during the same periods, consisting of distributions to PTFS’s shareholders.

Contractual Obligations

The following table summarizes the contractual obligations of each of ADC and PTFS as of December 31, 2011:

Critical Accounting Policies

Concentration of credit risk

ADC maintains deposits in excess of federally insured limits with its financial institution. These deposits may exceed the amount of any insurance provided.

Restricted cash

PTFS has entered into a cash management agreement with its financial institution. The agreement provides for the daily collected balance within the restricted trust account to be invested in a repurchase agreement at a variable rate.

Use of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates, judgments, and assumptions that affect reported amounts of assets, liabilities, revenue and expenses during the reporting period. Actual amounts and results could differ from these estimates.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of December 28, 2012, by:

As used in the table below, the term beneficial ownership with respect to the Company’s common stock consists of sole or shared voting power (which includes the power to vote, or to direct the voting of shares of the Company’s common stock) or sole or shared investment power (which includes the power to dispose, or direct the disposition of, shares of the Company’s common stock) through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire such power(s) during the 60 days following December 28, 2012. Unless otherwise indicated, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The Company has based its calculation of the percentage of beneficial ownership on 11,519,094 shares of its common stock outstanding on December 28, 2012.

Directors and Executive Officers

The information in the section of the Proxy Statement titled “UBPS Executive Officers and Directors” is incorporated herein by reference.

Executive Compensation

The information in the section of the Proxy Statement titled “Compensation of Executive Officers and Directors of UBPS” is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information in the section of the Proxy Statement titled “Certain Relationships and Related Transactions” is incorporated herein by reference.

Legal Proceedings

The information in the section of the Proxy Statement titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations (JetPay) – Legal Proceedings is incorporated herein by reference.

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

Market Information

The Common Stock trades on the NASDAQ Capital Market under the symbol UBPS. On the Closing Date, all warrants of the Company were canceled and as a result, the Company’s units and warrants will cease trading on the NASDAQ Capital Market. The information contained in Section 1.01 above is incorporated herein by reference. .

The Company has no outstanding options. The information in Item 1.01 above, relating to registration rights granted to certain holders of the Company’s common stock is incorporated herein by reference.

Holders of Record

As of December 22, 2012, there were 168 holders of record of our common stock, 161 holders of record of our warrants and 76 holders of record of our units.

Dividends

The Company has not paid any cash dividends on the Common Stock to date. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of the Company’s board of directors at such time. It is the present intention of the Company’s board of directors to retain all earnings, if any, for use in its business operations and, accordingly, the Company’s board of directors does not anticipate declaring any dividends in the foreseeable future. In addition, the Company’s board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

Price Range of Common Stock

The Common Stock commenced listing on the NASDAQ Capital Market under the symbols “UBPS” on May 13, 2011. The following tables set forth, for the calendar quarter indicated, the quarterly high and low sale prices for the Common Stock as reported on the NASDAQ Capital Market, as applicable.

Price Performance Graph

The graph below compares the cumulative total return of the Common Stock from August 8, 2011, the date that the Common Stock first became separately tradable, through December 27, 2012 with the comparable cumulative return of two indices, the S&P 500 Index and the Dow Jones Industrial Average Index. The graph plots the growth in value of an initial investment of $100 in UBPS Common Stock, the Dow Jones Industrial Average Index and the S&P 500 Index over the indicated time periods, and assuming reinvestment of all dividends, if any, paid on its securities. UBPS has not paid any cash dividends and, therefore, the cumulative total return calculation for UBPS is based solely upon stock price appreciation and not upon reinvestment of cash dividends. The stock price performance shown on the graph is not necessarily indicative of future price performance.

Recent Sales of Unregistered Securities

The information set forth in Items 1.01 above relating to the issuance of Common Stock to WLES, L.P. and the stockholders of ADC is incorporated herein by reference.

The Common Stock was be issued in a private placement not involving a public offering under the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated under the Securities Act of 1933. UBPS has not engaged in general solicitation or advertising with regard to the issuance of its shares of common stock and has not offered securities to the public in connection with this issuance.

Indemnification of Directors and Officers

UBPS’s amended and restated certificate of incorporation provides that all of its directors, officers, employees and agents will be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law.

Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.

Section 145. Indemnification of officers, directors, employees and agents; insurance.

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust account or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust account or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust account or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).

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

Paragraph A of Article Ten of our amended and restated certificate of incorporation provides:

The Corporation shall promptly indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended (but, in the case of an amendment of the DGCL, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), any person (an “ Indemnitee ”) who was or is made, or is threatened to be made, a party or witness or is otherwise involved in any threatened, pending or completed investigation, action, suit or proceeding, whether civil, criminal, administrative or investigative and whether external or internal to the Corporation (a “ Proceeding ”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or an officer of the Corporation or, while a director or an officer of the Corporation, is or was serving at the request of the Corporation as a director or the like, officer or the like, employee, member, trustee or agent of another corporation or of a partnership, joint venture, trust, nonprofit entity or other enterprise or association (including, but not limited to, service with respect to employee benefit plans) (any such entity, an “ Other Entity ”), against all liability and loss (including, but not limited to, expenses (including, but not limited to, attorneys’ fees and expenses), judgments, fines and amounts paid in settlement actually and reasonably incurred or suffered by such Indemnitee in connection with such Proceeding). Notwithstanding the preceding sentence, the Corporation shall be required to indemnify an Indemnitee in connection with a Proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such Proceeding (or part thereof) by the Indemnitee (i) was authorized by the Board of Directors of the Corporation, (ii) relates to counterclaims or affirmative defenses asserted by a person seeking indemnification in an action brought against such person, (iii) relates to any proceeding brought by a person seeking indemnification or payment under any directors’ and officers’ liability insurance covering such person or (iv) the Proceeding (or part thereof) relates to the enforcement of the Corporation’s obligations under this Article IX .

The Article Seven of the amended and restated bylaws of UBPS provides:

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Financial Statements and Supplementary Data

The information set forth above is incorporated by reference.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.