Octavian Rwanda Limited (formerly Tilia International Limited) was incorporated on February 26, 2009 in Rwanda as a wholly owned subsidiary of Octavian International Limited.  Octavian Rwanda was granted a license by the CompanyRwandan authorities to exclusively operate the country’s public lottery and to enable it to operate slot machines within the country.  The lottery operations, previously set up with the help of Octavian but operated by an independent company, have been prepared usingrolled into Octavian Rwanda.

On the accrual basisAugust 6, 2009, Argelink S.A. changed its name to Octavian de Argentina S.A. Argelink S.A. was incorporated on July 11, 2002 in Argentina, and became a wholly owned subsidiary of accounting in accordance with generally accepted accounting principles in the United States.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation ofOctavian International, Ltd on August 17, 2007.

The accompanying consolidated financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.

Use of Estimates

The preparation of financial statementsprepared in conformity with accounting principles generally accepted in the United States of AmericaAmerica. The Company’s functional currency is the British Pound (GBP) and the Company’s subsidiaries use their local currencies: Colombian Peso (COP); Russian Rouble (RUB); Argentine Peso (ARS); Euro (EUR), Rwandan Franks (RWF) and Ukraine Hryvnia (UAH), as their functional currency.  However, the accompanying consolidated financial statements have been translated and presented in United States Dollars ($).

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenuerevenues and expenses during the reporting period. Actual results could differ materially from those estimates.  SignificantAreas that require estimates and assumptions include valuation of accounts receivable, other receivables, and inventory determination of useful lives of property and equipment, and intangible assets, and estimation of certain liabilities.

Software development costs related to computer games and network and terminal operating systems developed by the Company are capitalized in accordance with Statement of Financial Accounting Standards ("SFAS") No. 86, "Accounting for the Cost of Computer Software to be Sold, Leased, or Otherwise Marketed."  Capitalization of software development costs begins upon the establishment of technological feasibility and is discontinued when the product is available for sale.  When the software is a component part of a product, capitalization begins with the product reaches technological feasibility.  The establishment of technological feasibility and the ongoing assessment for recoverability of capitalized software development costs require considerable judgment by management with respect to certain external factors including, but not limited to, technological feasibility, anticipated future gross revenues, estimated economic life, and changes in software and hardware technologies. Capitalized software development costs are among others, realizabilitycomprised primarily of salaries and direct payroll related costs and the purchase of existing software to be used in the Company's products.

The Company applies the provisions of  Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets deferred taxes and stock option valuation.

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supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The financial statements have,Company periodically evaluates the carrying value of long-lived assets to be held and used in management’s opinion, been properly prepared withinaccordance with SFAS 144. SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the reasonable limits of materiality and withinundiscounted cash flows estimated to be generated by those assets are less than the frameworkassets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. Based on its review, the Company believes that, as of June 30, 2009 and December 31, 2008, there were no significant accounting.impairments of its long-lived assets.

The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax assets and liabilities are determined based on the differenceconsequences in future years of differences between the tax basisbases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company generatedadopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a deferredresult of the implementation of FIN 48, the company made a comprehensive review of its portfolio of tax credit through net operating loss carryforward.  However,positions in accordance with recognition standards established by FIN 48.  As a valuation allowanceresult of 100% has been established,the implementation of Interpretation 48, the Company recognized no material adjustments to liabilities or stockholders’ equity.  When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained.  The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.  Tax positions taken are not offset or aggregated with other positions.  Tax positions that meet the more-likely-than-not recognition threshold are measured as the realizationlargest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the deferredbenefits associated with tax creditspositions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination.  Interest associated with unrecognized tax benefits are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. The adoption of FIN 48 did not reasonably certain, basedhave a material impact on going concern considerations outlined as follows.

Going Concern

Thethe Company’s financial statements are prepared using accounting principles generally acceptedstatements.

Cash includes cash on hand and demand deposits in accounts maintained within England, Colombia, Ukraine, Russia, Rwanda, Argentina, Italy and Germany. Certain financial instruments, which subject the Company to concentration of credit risk, consist of cash. The Company does not maintain balances at financial institutions located in the United StatesStates.  The balances held are not covered by the Federal Deposit Insurance Corporation.  As of America applicable to a going concern, which contemplatesJune 30, 2009 and December 31, 2008, the realization of assetsCompany had deposits totalling $1,196,025 and liquidation of liabilities in the normal course of business.$2,829,641, respectively. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costsexperienced any losses in such accounts.

The abilityreporting currency of the Company to continueis the U.S. dollar. The Company’s functional currency is the British Pound (GBP) and the Company’s subsidiaries use their local currencies: Colombian Peso (COP); Russian Rouble (RUB); Argentine Peso (ARS); Euro (EUR), Rwandan Franks (RWF) and Ukraine Hryvnia (UAH), as their functional currency.  Assets and liabilities are translated using the exchange rates prevailing at the balance sheet date. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss) in the consolidated statements of stockholders’ equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a going concern is dependent oncurrency other than the Company obtaining adequate capital to fund operating losses until it becomes profitable.  Iffunctional currency are included in the Company is unable to obtain adequate capital, it could be forced to cease developmentresults of operations.

The ability of the Company to continueoperations as a going concern is dependent upon its ability to successfully accomplish its plans to establish a web based service that lists properties across multiple market areas that are available for rental, in order to attain profitable operations.  The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classifications or liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern.incurred.

Transaction gains and losses that revenuesarise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are generated from management’s intendedincluded in the results of operations among

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other things.  Management has defined inception as April 19, 2007. Since inception,incurred.  For the six months ended June 30, 2009 and 2008, the Company recorded net transaction gains/ (losses) of approximately $2,195,690 and $(1,567,547), respectively.  Historically, the Company has incurrednot entered into any currency trading or hedging transactions, although there is no assurance that the Company will not enter into such transactions in the future.

Certain amounts presented for prior periods that were previously designated as minority interests have been reclassified to conform to the current year presentation. Effective January 1, 2009, the Company adopted SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements, an operatingamendment of ARB No. 51,” which established new standards governing the accounting for and reporting of non-controlling interests (NCIs) in partially owned consolidated subsidiaries and the loss of $32,925. The Company’s working capital has been generated throughcontrol of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not as a liability (as was previously the sales of common stock.  Management has provided financial data since April 19, 2007, “Inception”,case); that increases and decreases in the financial statements,parent’s ownership interest that leave control intact be treated as equity transactions, rather than as step acquisitions or dilution gains or losses; and that losses of a meanspartially owned consolidated subsidiary be allocated to provide readersthe NCI even when such allocation might result in a deficit balance. This standard also required changes to certain presentation and disclosure requirements. The provisions of the standard were applied to all NCIs prospectively, except for the presentation and disclosure requirements, which were applied retrospectively to all periods presented. As a result, upon adoption, the Company retroactively reclassified the “Non-controlling stockholders’ interest” balance previously included in the “Other liabilities” section of the consolidated balance sheet to a new component of equity with respect to NCIs in consolidated subsidiaries. The adoption also impacted certain captions previously used on the consolidated statement of income, largely identifying net loss including NCI and net loss attributable to Octavian. 

Statement of Financial Accounting Standards No. 131 (“SFAS 131”), “Disclosure About Segments of an Enterprise and Related Information” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a Company’s financial information to make informed investment decisions.management organizes segments within the company for making operating decisions and assessing performance. The Company has determined that it has 3 reportable segments: Octavian Europe, Octavian CIS, and Octavian Latin America (See Note 17).

Earnings per share is calculated in accordance with the SFAS No. 128, Earnings“Earnings Per ShareShare” (SFAS 128). Net earnings per share for all periods presented have been restated to reflect the period presented.adoption of SFAS 128. Basic net lossearnings per share is based upon the weighted average number of common shares outstanding. Diluted net lossearnings per share is based on the assumption that all dilativedilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby wewere used to purchase common stock at the average market price during the period.

The Company has no potentially  As of June 30, 2009 the following potential dilutive securities outstanding as of May 31, 2008.

The following is a reconciliation of the numerator and denominator of the basic andshares were excluded from diluted earningsloss per share computations for the nine months ended May 31, 2008 and 2007:all periods presented because of their anti-dilutive effect.

On January 1, 2008, the Company entered intoadopted SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosures requirements for fair value measures. The carrying amounts reported in the following equity transactions:balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.  The three levels are defined as follows:

The Mutual International loan relates to a $100,000 loan bearing interest at 8% per annum. This short term unsecured loan was entered into on December 18, 2008 and was due on March 30, 2009.   Mutual International is a partner in our report.  These forward-looking statementsAfrican lottery operations.  The Company has provided further funds of $158,000 in order to support Mutual International’s expansions and our lottery operations. The Company is currently discussing the extension of the loan with Mutual International.  As of the date of this report, the Company has not received any payment from Mutual International. No interest is accrued as of June 30, 2009 as the amount was insignificant.

Customer deposits represent those amounts that could cause actual resultsthe Company receives in advance on order placement or on delivery or before delivery. Customer deposits amounted to differ materially$274,898 and $397,482 at June 30, 2009 and December 31, 2008, respectively.

Pursuant to the terms of the Purchase Agreement, AGI, the Company’s principal supplier of casino gaming machines and a holder of approximately 31.2 percent of the issued and outstanding Common Stock prior to the consummation of the Purchase Agreement, agreed to exchange outstanding accounts payable with the Company of $6,378,5266 for Original Issue Discount Convertible Debentures (and together with the Finance Debenture) with a principal amount of $6,378,526 which Debentures are convertible at a conversion price of $3.10 per share, subject to adjustment therein, Common Stock Purchase Warrants to purchase up an aggregate of 2,057,590 shares of Common Stock (1,028,795 shares at an initial exercise price of $3.10 per share for 5 years and  1,028,795 shares at an initial exercise price of $4.65 per share for 7 years, which exercise prices and the number of shares exercisable thereunder are subject to adjustment therein) and an aggregate of 411,518 shares of Common Stock.  Immediately upon the consummation of the Purchase Agreement, the Exchange Debentures were converted into 2,057,589 shares of Common Stock. AGI increased its beneficial ownership of the voting shares of Common Stock to approximately 50.6% of the issued and outstanding Common Stock from historical resultsapproximately 31.2%.

On October 30, 2008, Octavian International Ltd (“Octavian”) entered into a Share Exchange Agreement with Octavian Global Technologies, Inc. (previously known as House Fly Rentals, Inc. was incorporated), pursuant to which, among other things, Octavian’s security holders contributed 100% of their securities of Octavian in Nevada on April 19, 2007, as a development stage companyexchange for Octavian Global’s issuance of certain securities.

Immediately prior to create a web-based service that lists properties across multiple market areas that are available for rental.  The focusthe consummation of www.houseflyrentals.com is on three distinct groups / customers, the property owner / property manager advertisers,transactions contemplated under the Share Exchange Agreement, and prospective renters.  The website will cover apartments, houses and vacation homes. 

The mission of House Fly is to make listing and searching for rental properties the easiest, most accessible and cost-effective method available through its website, www.houseflyrentals.com. 

Given that rental markets are regional in nature, the Company will pursue a strategy of constructing multiple websites to cater to many of these local markets, in time aggregating these sites into a national “portal” site. 

The Company intends to develop its initial website in one area, and expand later through creating additional, complementary “sister” sites in this geography, thereafter refining its business strategy based on its experience and duplicate this strategy in additional market areas.

We intend to generate revenues primarily from listings on our website. As our site becomes established, we intend to create additional revenue streams, including advertising, fees and premium placement on our site.

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Since the inceptionchange of House Fly Rentals Inc. we have worked toward’s name to Octavian Global Technologies, Inc. (the “Share Exchange Transaction”):

Pursuant to the introduction of our website that we will use to generate revenues.  To meet this objective we have reserved the domain name www.houseflyrentals.com we have commenced work on the branding and are working on the developmentterms of the website.

Financings

Our operationsShare Exchange Agreement, Octavian Global Technologies, Inc. issued to date have been fundedthe Company’s securities holders an aggregate of 6,133,311 shares of House Fly Common Stock, resulting from the exchange of approximately 3,294 shares of Octavian Global Technologies, Inc.’s common stock, par value $0.001 per share (“Common Stock”), for each outstanding Ordinary Share of the Company exchanged by equity investment. Allthe Company’s securities holders. Pursuant to the terms of the Share Exchange Agreement, along with the Repurchase Agreement (described hereafter), House Fly acquired 100% of the issued and outstanding securities of Octavian and by acquiring the operating business of Octavian, Octavian Global Technologies, Inc. ceased to be a shell company.

The securities issued by House Fly were all issued to Robert McCall our president, chief financial officer and director. Mr. McCall acquired these shares at a pricethe Octavian Securities Holders located outside of $0.005 per share.  We received $15,000the United States pursuant to an applicable exemption from this offering.  These shares were issued pursuant toregistration under Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or Regulation D promulgated under the Securities Act (“Regulation D”) and/or Section 4(2) of the Securities Act of 1933Act. 

Additionally, pursuant to the Share Exchange Agreement, Octavian Global Technologies, Inc. made representations and are restricted shares as definedwarranties to the Company and the Company’s securities holders, and the Company made representations and warranties to Octavian Global Technologies, Inc., in each case regarding their respective businesses, operations and affairs. All representations and warranties in the Share Exchange Agreement terminated on April 30, 2009.

Concurrent with the closing of the Share Exchange Transaction, the Company entered into a Securities Act.

We completedPurchase Agreement (the “Purchase Agreement”) with certain accredited investors and closed a private placement offering pursuant to which it raised gross proceeds of $13,000,000. Additionally, investors in the Private Placement received common stock purchase warrants and shares of the Company’s common stock. For additional details of the private placement, see Note 10. For details of the warrants issued, see Note 13. For details of the common stock issued, see above.

The Company also entered into a finder’s agreement with Oppenheimer & Co. Inc. (“Oppenheimer”), whereby Oppenheimer was engaged to act as a finder, but not as an offeringagent, to the Company in connection with the Private Placement. Pursuant to this finder’s agreement, the Company paid Oppenheimer a cash finder’s fee of 3,750,000$1,091,172 out of the proceeds of the Private Placement. The Company also issued to Oppenheimer and/or its designees 5-year warrants to purchase, in the aggregate, 283,871 shares of Common Stock at an exercise price of US$3.10 per share.  The warrants are substantially on the same terms and include the same provisions as those issued to investors in the Private Placement and, similarly, the exercise price of these warrants will not be adjusted as a result of the reverse stock split described above.

At the closing of the private placement, we paid the escrow agent $2,500, AGI $30,000 for legal fees, Vicis Capital Master Fund $30,000 for legal fees and $75,000 in origination fees, and North East Finance (a finder for one of the investors) $80,000 in origination fees along with a five-year warrant to purchase up to 51,613 shares of our common stock at aan exercise price of $0.01 per share to a total$3.10, the $80,000 of thirty eight (38) purchasers on August 31, 2007.  The total amount we received from this offeringwhich was $37,500.  We completed the offering pursuant to Regulation Snetted out of the Securities Act.  Each purchaser representedfee the Company paid to us that he/she was a non-US person as defined in Regulation S.Oppenheimer.

During the consolidated financial condition and results of operations.

Our Operations

Our plan of operations is a three stage program as follows:

Phase I – Initial Launch

• Design and construct the initial House Fly website for the initial targeted market (geographically based),
  
• Complete development of particular marketing strategies. 
  
• Development of lists for the two key markets (i.e. property owners / managers and potential advertisers),
  
• Development of marketing materials geared to these two markets,

The initial budget for phase one is estimated at $20,000.six months ended June, 2009 services performed by Mr. McCall is currently working with website development companies and designers towards the construction of the website and expects the website to be fully operational in summer of 2008. Work has progressed towards the completion of the beta test site, definition of the service package offerings and associated pricing and site advertising revenue opportunities. The company currently has sufficient cash reserves to proceed with this stage of the business plan.

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Phase II – Buildout of Initial Market Area

• Begin to create “sister” websites for the same market with a different look and feel to establish a “dual” presence in the same market, along with similar / different search strategies to maximize market penetration for the consumer “search” market.
• As the site gains traction, attempt to develop relationships with other independent rental websites and establish “sharing” and marketing of listings to maximize the “mass” of both websites.
• Complete the build out of websites in the initial market area.

The second phase of the operating plan is expected to be devoted to establishing a full presence in the market initially selected for development.  Management will be particularly attuned to monitoring all marketing activities in order to refine its business strategy and present a case for securing funding for its most productive activities, as well to lay the basis for a future strategy in additional market areas. 

Mr. McCall will lead this effort. Due to the nature of the costs involved and the fact that Mr. McCall will not be receiving a salary at this time, expenses related to phase two are expected to be less than $25,000.

Phase III – Establish Presence in Additional Market Areas

If House Fly is successful in Phase I / II, Management will pursue a strategy of duplicating its websites and strategies in additional market areas.  This may include:

• Hiring one or more additional staff to develop websites in multiple geographies / regions,
• Begin to develop a national portal or portals: 1) specifically for property owners / managers, and 2) a national website that directs consumers to particular regional websites, as well as signs consumers up to

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons our auditors stated in their report on our audited financial statements that they have substantial doubt we will be able to continue as a going concern.

We did not earn any revenues from inception through the period ending May 31, 2008.  We do not anticipate earning revenues until such time as we are able to accept postings on our website. We are presently in the development stage of our business and we can provide no assurance that we will generate any revenue or attain profitability.

We incurred operating expensesH Brenninkmeijer in the amount of $32,925$99,060 were invoiced from inceptionHudson Trading Limited, a company incorporated under the laws of Cyprus.

The Company loaned Octavian Italy (our 50% owned entity) a short term non interest bearing loan. The maximum amount we made available to Octavian Italy is €500,000 (US$702,400 based on the June 30, 2009 Exchange Rate of €1=US$1.4048) and the balance at June 30, 2009 was €233,169 (US$327,556 based on the June 30, 2009 Exchange Rate of €1=US$1.4048) included in loan receivables – related parties in the accompanied financial statements. In addition we have accrued income of €1,595,800 (US$2,241,780 based on the June 30, 2009 Exchange Rate of €1=USD $1.4048) relating to sales of games to our Italian joint venture partner. In addition, Octavian Italy has an outstanding debt with the Company for the sale of games invoiced of €407,395 (US$572,309 based on the June 30, 2009 Exchange Rate of €1=USD $1.4048)

The Company currently leases two office spaces in St. Petersburg, Russia beginning in January 2008 under non-cancellable operating leases that expire on September 10, 2009 and December 31, 2009. The Company also leases office space as well as office equipment in the United Kingdom beginning in May 2008 that expires on December 31, 2009 and April 30, 2010, respectively. The Company also leases office space and equipment in Bogota, Colombia beginning between October 2007 and March 2008 that expire between February 2010 and October 2011. The Company leases an office in Buenos Aires, Argentina until August 2010. Additionally, the Company leases office space in Moscow, Russia beginning in November 2008 and expiring in October 2009 and in the Ukraine that began in January 2009 and expires in November 2009. The Company recently began to lease office space in Kigali for its Rwandan operations. This lease began in April 2009 and will expire in February 2011. Future minimum lease payments under non-cancellable operating leases with initial or remaining terms of one year or more are as follows: