SecProbe.io

Mail Stop 4720
October  19, 2016

Edward C. DeFeudis
President and  Chief Executive Officer
Source Financial, Inc.
604 Arizona Avenue
Santa Monica, CA 90401

Re: Source Financial, Inc.
 Preliminary Information Statement on Schedule  14C
Filed September  27, 2016
File No. 000 -55122

Dear Mr. DeFeudis :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. We note that, pursuant to your disclosure unde r Item  5.03 of Form 8 -K filed on July  7,
2016, your board approved a change in your fiscal year end from June  30 to
December  31.  As such, it appears that, as required by Rule  13a-10 of Regulation  13A,
within 90  days of June  30, 2016 you were obligated to file a transition report, including
audited financial statements, for the transition period between the closing date of your
fiscal year ended June  30, 2015 and opening of your new fiscal year on January  1, 2016.
Please file the transition report or expla in to us in detail why you believe you are not
obligated to do so.

2. It appears that your preliminary information statement should include all of the
information called for by Item  11 of Schedule  14A.  We note in particular that you have
not provided all the information required by Item  11(b), Item  11(c), Item  11(d) and
Item 11(e).  Please either advise as to why you believe that these requirements do not
apply to your preliminary information statement or revise your disclosure as appropriate.

Edward C. DeFeudis
Source Financial, Inc.
October  19, 2016
Page 2

3. We note tha t your board of directors approved an amendment to your certificate of
incorporation increasing the number of shares of common stock you are authorized to
issue from 12,000,000 to 230,000,000, consisting of 200,000,000 shares of Class  A
common stock and 30 ,000,000 shares of Class  B common stock.  We also note your
disclosure under Item  8.01 of Form  8-K filed on October  6, 2016, that, on Septem ber 20,
2016, you and Edward DeF eudis, acting on your behalf, entered into a Binding
Memorandum of Understanding wit h CSES Group, Inc. and certain of its officers
pursuant to which, among other things, you agreed to promptly begin negotiating to reach
a definitive merger agreement.  We further note that, pursuant to the terms of the MOU,
you undertook to seek to amend y our articles in order to reclassify your existing shares of
common stock as “Class A common stock,” to provide for the creation of a new class of
common stock to be referred to as “Class  B common stock” and, if necessary, to provide
for the authorization o f additional shares of Class  A common stock.  Because it appears
that the amendment to your certificate of incorporation was made in connection with your
obligations under the MOU, please revise your preliminary information statement to
provide all the dis closure required by Schedule  14C regarding the contemplated merger
transaction, including the disclosure under Item  14 of Schedule  14A.  Refer to Item 1 of
Schedule 14C and Note  A to Schedule  14A for additional guidance.

We remind you that the company and  its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact William H. Dorton, Staff Attorney , at (202) 551 -3107  or me at (202) 551 -
3391 with any other questions.

Sincerely,

        /s/ Erin E. Martin

Erin E. Martin
Special Counsel
Office of Financial Services