UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

———————
FORM 10-Q
———————

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
For the quarterly period ended: March 31,June 30, 2012
 
Oror
 
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
For the transition period from: _____________ to ______________

Commission File Number: 000-28457
 
RedFin Network, Inc.
(Exact name of registrant as specified in its charter)

Nevada86-0955239
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
  
  
1500 West Cypress Creek Road
Suite 411
Ft. Lauderdale, Florida
33309
(Address of principal executive offices)(Zip Code)
 
(954) 769-1335
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
 x Yes
 o
 No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (subsection 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
 x Yes
 o
 No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
Large accelerated fileroAccelerated filero
Non-accelerated fileroSmaller reporting companyx
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).o Yesx No
 
The number of outstanding shares of the issuer’s common stock, $0.001 par value, as of MayAugust 8, 2012 was 85,821,032.87,415,428.
 
 
 

 
1
 

 

 
 PART I: FINANCIAL INFORMATIONPage
   
 Item 1.
 Financial Statements:
3
   
 
 Consolidated Balance Sheets – March 31,June 30, 2012 (Unaudited) and December 31, 2011
3
   
 
 Consolidated Statements of Operations  (Unaudited) Three and Six Months  Ended March  31,June 30, 2012 and 2011
4
   
 
 Consolidated Statements of Cash Flows (Unaudited) ThreeSix Months Ended March 31,June 30, 2012 and 2011
5
   
 
 Notes to Consolidated Financial Statements
6
   
 Item 2.
 Management's Discussion and Analysis of Financial Condition and Results of Operations.
14
   
 Item 3.
 Quantitative and Qualitative Disclosures About Market Risk. 
17
   
 Item 4.
 Controls and Procedures.
17
   
 PART II:
 OTHER INFORMATION
18
   
 Item 1.
 Legal Proceedings.
18
   
 Item 1A.
 Risk Factors.
18
   
 Item 2.
 Unregistered Sales of Equity Securities and Use of Proceeds.
18
   
 Item 3.
 Defaults upon Senior Securities.
1918
   
 Item 4.
 Mine Safety Disclosures
1918
   
 Item 5.
 Other Information.
1918
   
 Item 6.
 Exhibits
2019
 
 
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements.  These factors include, but are not limited to, our ability to implement our business plan and generate revenues, our ability to raise sufficient capital to fund our operations and pay our obligations as they become due, economic, political and market conditions and fluctuations, government and industry regulation, U.S. and global competition, and other factors.  Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this quarterly report and our annual report on Form 10-K for the year ended December 31, 2011, including the risks described in Item 1A. - Risk Factors, in their entirety. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.
 
Unless specifically set forth to the contrary, when used in this report the terms “RedFin", "we"", "our", the "Company" and similar terms refer to RedFin Network, Inc, a Nevada corporation formerly known as Secured Financial Network, Inc. and our subsidiary. In addition, when used herein and unless specifically set forth to the contrary, “2012” refers to the year ending December 31, 2012 and “2011” refers to the year ended December 31, 2011.  The information which appears on our website at www.redfinnet.com is not part of this report.

 
 

 
2
 
 
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
REDFIN NETWORK, INC. 
CONSOLIDATED BALANCE SHEETS 
       
ASSETS 
       
  March 31,  December 31, 
  2012  2011 
  (Unaudited)    
CURRENT ASSETS      
Accounts receivable, Net $113,870  $128,316 
Employee Advances  9,772   16,322 
Note Receivable  50,000   - 
Inventory  113,245   114,735 
Prepaid Expenses  4,483   4,483 
         
Total Current Assets  291,370   263,856 
         
FURNITURE AND EQUIPMENT (NET)  16,134   18,164 
         
OTHER ASSETS        
Refundable Deposits  49,368   49,330 
Intangible, Net  12,398   12,775 
         
Total Other Assets  61,766   62,105 
         
TOTAL ASSETS $369,270  $344,125 
         
         
LIABILITIES AND STOCKHOLDERS' DEFICIT 
         
CURRENT LIABILITIES        
Cash Overdraft $25,807  $62,416 
Accounts Payable  323,442   327,309 
Deposits Payable  26,169   27,869 
Accrued Expenses  51,511   51,630 
Notes Payable  350,400   144,491 
Lines of Credit  1,381,000   1,381,000 
Convertible Notes  170,500   155,500 
Derivative and Liquidating Liabilities  388,397   349,863 
         
Total Current Liabilities  2,717,226   2,500,079 
         
LONG TERM LIABILITIES        
Notes Payable  40,000   52,000 
         
Total Long Term Liabilities
  40,000   52,000 
         
STOCKHOLDERS' DEFICIT        
Preferred Stock authorized is 20,000,000     
shares at $0.001 par value. None issued and     
outstanding.        
Common Stock authorized is 250,000,000     
shares at $0.001 par value. Issued and     
outstanding on March 31, 2012 is 84,415,574     
and December 31, 2011 is 82,512,796 shares.  84,416   82,513 
Additional Paid in Capital  5,780,843   5,689,600 
Accumulated Deficit  (8,253,215)  (7,980,067)
         
Total Stockholders' Deficit  (2,387,956)  (2,207,953)
         
TOTAL LIABILITIES AND        
STOCKHOLDERS' DEFICIT $369,270  $344,125 
         
         
The accompanying notes are an integral part of these statements 
REDFIN NETWORK, INC. 
CONSOLIDATED BALANCE SHEETS 
       
ASSETS 
       
  June 30,  December 31, 
       
  2012  2011 
  (Unaudited)    
CURRENT ASSETS      
Accounts receivable, Net  97,373   128,316 
Employee Advances  8,086   16,322 
Note Receivable  50,000   - 
Inventory  91,857   114,735 
Prepaid Expenses  4,483   4,483 
         
Total Current Assets  251,800   263,856 
         
FURNITURE AND EQUIPMENT (NET)  14,104   18,164 
         
OTHER ASSETS        
Refundable Deposits  16,718   49,330 
Intangible, Net  13,821   12,775 
         
Total Other Assets  30,539   62,105 
         
TOTAL ASSETS $296,443  $344,125 
         
         
LIABILITIES AND STOCKHOLDERS' DEFICIT 
         
CURRENT LIABILITIES        
Cash Overdraft  11,414   62,416 
Accounts Payable  282,030   327,309 
Deposits Payable  39,401   27,869 
Accrued Expenses  62,609   51,630 
Notes Payable  341,101   144,491 
Lines of Credit  1,387,500   1,381,000 
Convertible Notes  150,500   155,500 
Derivative and Liquidating Liabilities  349,757   349,863 
         
Total Current Liabilities  2,624,312   2,500,079 
         
LONG TERM LIABILITIES        
Notes Payable  40,000   52,000 
         
Total Long Term Liabilites  40,000   52,000 
         
STOCKHOLDERS' DEFICIT        
Preferred Stock authorized is 20,000,000        
shares at $0.001 par value. None issued and        
outstanding.        
Common Stock authorized is 250,000,000        
shares at $0.001 par value.  Issued and        
outstanding on June 30, 2012 is 87,415,428        
and December 31, 2011 is 82,512,796 shares.  87,415   82,513 
Additional Paid in Capital  5,861,063   5,689,600 
Accumulated Deficit  (8,316,348)  (7,980,067)
         
Total Stockholders' Deficit  (2,367,869)  (2,207,953)
         
TOTAL LIABILITIES AND        
STOCKHOLDERS' DEFICIT $296,443  $344,125 
         
         
The accompanying notes are an integral part of these statements     
 
3
 

REDFIN NETWORK, INC.REDFIN NETWORK, INC. REDFIN NETWORK, INC. 
CONSOLIDATED STATEMENTS OF OPERATIONSCONSOLIDATED STATEMENTS OF OPERATIONS CONSOLIDATED STATEMENTS OF OPERATIONS 
(UNAUDITED)(UNAUDITED) (UNAUDITED) 
                  
 Three Months Ended March 31,  Three Months Ended June 30,  Six Months Ended June 30, 
 2012  2011  2012  2011  2012  2011 
                  
REVENUES                  
Sales $760,695  $626,669  $677,129  $960,658  $1,437,825  $1,587,328 
Cost of Goods Sold  506,453   401,474   388,927   558,951   895,380   960,426 
                        
Total Gross Income  254,242   225,195   288,202   401,707   542,445   626,902 
                        
EXPENSES                        
Administrative Expenses  358,509   322,386   342,375   447,126   702,316   731,207 
Professional and Consulting  70,272   5,100   15,146   45,590   83,985   89,011 
Depreciation and Amortization  4,357   10,176   4,357   10,176   8,714   20,352 
                        
Total Expenses  433,138   337,662   361,878   502,892   795,016   840,570 
                        
Net Loss from operations before                        
other income (expense)  (178,896)  (112,468)  (73,675)  (101,185)  (252,571)  (213,668)
                        
Interest Expense  (55,719)  (40,216)
Derivative and Liquidating Expenses  (38,534)  (130,641)
Interest Income (Expense)  (61,504)  (44,698)  (117,223)  (84,914)
Other Income (Expense)  33,407   -   33,407   16 
Derivative and Liquidating Income (Expenses)  38,640   59,606   106   (71,035)
                        
Net loss before Provision                        
for Income Taxes  (273,149)  (283,325)  (63,133)  (86,277)  (336,281)  (369,602)
                        
Provision for Income Taxes  -   -   -   -   -   - 
                        
NET LOSS $(273,149) $(283,325) $(63,133) $(86,277) $(336,281) $(369,602)
                        
Basic and Diluted                        
Net Loss per Common Share $(0.00) $(0.00) $(0.00) $(0.00) $(0.00) $(0.01)
                        
Weighted Average Number of Shares                        
Common Shares Outstanding -                        
basic and diluted  83,464,185   66,423,052   85,915,501   69,732,548   84,964,112   69,575,047 
                        
                        
                        
                        
The accompanying notes are an integral part of these statementsThe accompanying notes are an integral part of these statements The accompanying notes are an integral part of these statements             
 
 

 
4
 

REDFIN NETWORK, INC.REDFIN NETWORK, INC. REDFIN NETWORK, INC. 
STATEMENTS OF CASH FLOWSSTATEMENTS OF CASH FLOWS STATEMENTS OF CASH FLOWS 
(UNAUDITED)(UNAUDITED) (UNAUDITED) 
 Three Months Ended March 31,  Six Months Ended June 30, 
 2012  2011  2012  2011 
Cash Flows From Operating Activities:            
            
Net Loss $(273,149) $(283,325) $(336,281) $(369,602)
                
Adjustments to Net Loss:                
                
Derivative and Liquidating Expenses  38,534   130,641   (106)  71,035 
Depreciation  2,030   419   6,010   838 
Amortization  7,381   9,757   21,172   19,514 
Equity Issued for Services and Interest  -   15,530 
Equity Issued for Sevices and Interest  6,000   79,197 
                
Adjustments to Reconcile Net Loss to Net Cash                
Provided by (Used) by Operating Activities:                
                
Changes in Assets and Liabilities:                
Inventory  1,491   (4,013)  22,878   (66,064)
Employee Advances  6,550   9,398   8,235   (2,756)
Customer Deposits  (1,700)  25,234   11,533   (5,236)
Product Deposits  (38)  (41,400)  32,612   (23,589)
Accrued Interest  (119)  29,067 
Accrued Expenses  -   (8,603)  8,408   (6,277)
Accounts Receivable  14,446   3,943   30,943   (53,909)
Accounts Payable  (3,867)  (184,585)  (45,279)  (86,754)
                
Net Cash (Used) by Operating Activities  (208,441)  (297,936)
Net Cash Provided by (Used) by Operating Activities  (233,877)  (443,604)
                
Cash Flows From Investing Activities:                
        
Notes Receivable  (50,000)  -   (50,000)  - 
Refundable Deposits  -   15,002   -   (280)
Purchase of Equipment  (1,950)  (7,645)
Purchase of Software / Equipment  (1,950)  (7,645)
                
Net Cash Provided by (Used) by Investing Activities  (51,950)  7,357   (51,950)  (7,925)
                
Cash Flows From Financing Activities:                
        
                
Notes Payable  325,500   76,500   350,500   99,709 
Repayment of Notes Payable  (28,000)  (12,000)  (59,670)  - 
Cash Overdraft  (36,609)  (8,992)  (51,002)  (6,822)
Line of Credit  -   210,000   24,500   210,000 
Loans Payable - Officers  -   65,000   22,000   38,291 
Sale of Common Stock  -   110,351 
Repayment of Loans Payable officers  (500)  (30,000)  (500)  - 
                
Net Cash Provided by Financing Activities  260,391   300,508   285,828   451,529 
                
Net Change in Cash  -   9,929   -   - 
                
Cash and Cash Equivalents - Beginning  -   -   -   - 
                
Cash and Cash Equivalents - Ending $-  $9,929  $-  $- 
                
Supplemental Cash Flow Disclosures:                
Taxes $-  $-  $-  $- 
Interest $37,782  $4,120  $64,568  $16,895 
                
Non-Cash Financing Transactions:                
Conversion of Indebtedness for Equity $32,500  $-  $105,000  $50,000 
        
Equity Issued For Interest $4,989  $42,697 
                
The accompanying notes are an integral part of these statementsThe accompanying notes are an integral part of these statements     The accompanying notes are an integral part of these statements     


 
5
 
REDFIN NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2012 AND 2011
(unaudited)
 
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
 
The accompanying unaudited financial statements of RedFin Network, Inc. and our subsidiary (the "Company") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Operating results for the three and six months ended March 31,June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. For further information, refer to the financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Going concern contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. The Company has incurred losses since inception and has negative cash flows from operations. For the threesix month periods ended March,June, 2012 and March,June, 2011, the Company had net losses of $273,149$336,281 and $283,325$369,602 respectively and has a stockholders’ deficit of $2,387,956$2,367,869 as of March 31,June 30, 2012. As of March 31,June 30, 2012 the Company had $0 in cash. As stated by our auditors in our most recently filed Annual Report on Form 10-K for the year ended December 31, 2011, these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The future of the Company is dependent upon its ability to obtain additional equity and/or debt financing and upon future successful development and marketing of the Company’s products and services. Management is pursuing various sources of equity and debt financing but cannot assure that the Company will be able to secure such financing or obtain financing on terms beneficial to the Company. Failure to secure such financing may result in the Company’s inability to continue as a going concern.

These consolidated financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Consolidation

The accompanying consolidated financial statements of the Company include the accounts of the Company named Secured Financial Network, Inc, until April 24, 2011, and itsit’s wholly owned subsidiary, RedFin Network, Inc. (formerly known as Virtual Payment Solutions, Inc.), Inc, a Florida Corporationcorporation ("RFN"). The Company created RFN in September of 2007.  All significant inter-company accounts and transactions are eliminated in consolidation.

Accounts Receivable and Revenue Recognition

Accounts Receivable
 
The Company estimates an allowance for doubtful accounts, sales returns and allowances based on historical trends and other criteria.  At March 31,June 30, 2012 there was a $7,000 allowances on trade receivables from product sales.  The same allowance was used in December 31, 2011.

The Company recognizes revenues associated with the sale of its products upon shipment. Occasionally the Company receives a deposit on an order prior to shipment. These order deposits are booked as deposits payable until such time as the product actually ships and then it is booked as revenue.

The Company bills for its revenue relating to its data plan and payment gateway services on a monthly basis.



 
6
 
REDFIN NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2012 AND 2011
(unaudited)

 
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
Inventory

Inventory, which is finished goods, is stated at the lower of cost (first-in, first-out method) or market. A provision for excess or obsolete inventory is recorded at the time the determination is made.

Stock-Based Employee Compensation 

The Company has adopted the Financial Accounting Standards Board (“FASB”) guidelines that require companies to expense the value of employee stock options and similar awards and applies to all outstanding and vested stock-based awards.
 
In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-Scholes Options-Pricing Model utilizing certain assumptions for a risk free interest rate; volatility; and expected remaining lives of the awards. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and the Company uses different assumptions, the Company’s stock-based compensation expense could be materially different in the future. In addition, the Company is required to estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. In estimating the Company’s forfeiture rate, the Company analyzed its historical forfeiture rate, the remaining lives of unvested options, and the amount of vested options as a percentage of total options outstanding. If the Company’s actual forfeiture rate is materially different from its estimate, or if the Company reevaluates the forfeiture rate in the future, the stock-based compensation expense could be significantly different from what we have recorded in the current period. The impact of applying these FASB guidelines approximated $0$6,000 and $11,500 in compensation expense during the three months ended March 31,June 30, 2012 and 2011 respectively.  The impact for the six months ended June 30, 2012 and 2011 approximated $6,000 and $11,500 respectively.

Business and Credit Concentration

The Company purchases the majority of its products for resale from two suppliers. As of March 31,June 30, 2012, the Company’s outstanding balance due these suppliers was $169,543.$123,982. The loss of one or both these suppliers could have a material adverse effect upon its business for a short-term period of time.
 
Net Loss Per Share

The Company has adopted the FASB guidance regarding standards for the computation, presentation and disclosure of earnings per share. The warrants excluded from the earnings per share calculations total 6,500,000 shares of the Company’s common stock, as the inclusion of such warrants would be anti-dilutive. In addition the Company has convertible debt which may be converted into shares.

Accounting Estimates

Management uses estimates and assumptions in preparing the Company’s consolidated financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were used. The reserves on the Company’s related party receivables could change in the near future. There are currently related party receivables consisting solely of cash advances made for travel and business related expenses.

Fair Value of Financial Instruments

The Company has adopted the FASB guidelines regarding the estimate of the fair value of all financial instruments included on its balance sheet as of March 31,June 30, 2012. The Company considers the carrying value of accounts receivable, accounts payable and accrued expenses in the consolidated financial statements to approximate their face value. The Company has not made an evaluation of the fair value of the recorded notes payable, derivative and liquidating liabilities on the secured convertible notes, largely as a result of the undercapitalization of the Company.

Derivative Financial Instruments

Our derivative financial instruments consist of embedded and free-standing derivatives related primarily to the convertibles notes. The embedded derivatives include the conversion features, and liquidated damages clauses in the registration rights agreement. In addition, under the accounting provisions, "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock," the Company is required to classify certain other non-employee stock options and warrants (free-standing derivatives) as liabilities. The accounting treatment of derivative financial instruments requires that the Company record the derivatives and related warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. The recorded value of all derivatives at March 31,June 30, 2012 and December 31, 2011 totaled $388,397$349,757 and $349,863, respectively. Any change in fair value of these instruments will be recorded as non-operating, non-cash income or expense at each reporting date. If the fair value of the derivatives is higher at the subsequent balance sheet date, the Company will record a non-operating, non-cash charge. If the fair value of the derivatives is lower at the subsequent balance sheet date, the Company will record non-operating, non-cash income. At March 31,June 30, 2012 and December 31, 2011 derivatives were valued primarily using the Black-Scholes Option Pricing Model.



 
7
 
REDFIN NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2012 AND 2011
(unaudited)

 
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
 
The accounting guidance establishes a fair value hierarchy based on whether the market participant assumptions used in determining fair value are obtained from independent sources (observable inputs) or reflect the Company's own assumptions of market participant valuation (unobservable inputs). A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The accounting guidance establishes three levels of inputs that may be used to measure fair value:

•           Level 1—Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

•           Level 2—Quoted prices for identical assets and liabilities in markets that are inactive; quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; or
 
•           Level 3—Prices or valuations that require inputs that are both unobservable and significant to the fair value measurement.

The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and views an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate the Company's or the counterparty's non-performance risk is considered in determining the fair values of liabilities and assets, respectively.

The fair value of our financial instruments at March 31,June 30, 2012 and December 31, 2011 follows:
 
 Fair Value Measurements at Reporting Date Using  Fair Value Measurements at Reporting Date Using 
Description 
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
  
Quoted Prices in Active Markets for Identical Assets
(Level 1)
 
Significant Other Observable Inputs
(Level 2)
 
Significant Unobservable Inputs
(Level 3)
 
              
Derivative securities – March 31, 2012
 
$
-
 
$
-
 
$
388,397
 
Derivative securities – June 30, 2012
 
$
-
 
$
-
 
$
349,757
 
              
Derivative securities – December 31, 2011
 
$
-
 
$
-
 
$
349,863
  
$
-
 
$
-
 
$
349,863
 

Recent Accounting Pronouncements

All new accounting pronouncements issued but not yet effective have been deemed not relevant, and as a result the adoption of these other new accounting pronouncement is not expected to have any impact once adopted.
 
Reclassifications

Certain reclassifications to the numbers have been made to the prior periods for presentation purposes.

NOTE 2 - ACCRUED LIABILITIES

The accrued liabilities consisted of the following:
 
 March 31, December 31,  June 30, December 31, 
 2012 2011  2012 2011 
Comissions
 
$
5,027
 
$
0
 
Interest $51,511 $51,630  
$
57,582
 
$
51,630
 
Total $51,511 $51,630  
$
62,609
 
$
51,630
 

NOTE 3 – DEPOSITS AND NOTES PAYABLE

The following table contains a summary of all outstanding Deposits and Notes Payable:
         
 March 31,  June 30, 
 2012  2012 
Deposits Payable $26,169  
$
39,401
 
Notes Payable - Current $350,400  
$
341,101
 
Convertible Note Payable $170,500  
$
150,500
 
Lines of Credit $1,381,000  
$
1,387,500
 
Total $1,928,069  
$
1,918,502
 

 
8
 
REDFIN NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2012 AND 2011
(unaudited)

 
NOTE 3 – DEPOSITS AND NOTES PAYABLE - continued
 
Deposits Payable

The total amount of Deposits Payable as of March 31,June 30, 2012 was $26,169$39,401 and consisted of.

 ·$3,000 in Gateway Service Deposits
 ·$23,16936,401 in Customer Order Deposits
 
Notes Payable

The total amount of Notes Payable as of March 31,June 30, 2012 was $390,400$381,101 (inclusive of long-term debt) and consisted of, $381,101 in Promissory Notes as follows:

·$2,791 in non-interest bearing Notes Payable to Officers

·$309,609 in Promissory Notes as follows:
$15,000 Schultz Note #1
On January 28, 2011, the Company entered into a $15,000 promissory note with Kathy Schultz, the wife of our CEO, The note matures in January 2013 and carries an interest rate of 15% per annum.
$10,000 Schultz Note #2
On June 26, 2011, the Company entered into a $10,000 promissory note with Kathy Schultz, the wife of our CEO, The note matures on July 26, 2012 and carries an interest rate of 36% per annum (3% for 30 Days). This note was repaid in full on July 26, 2012.
$25,000 Rappa Note
On March 22, 2011, the Company entered into a $25,000 promissory note with Edward Rappa, The note matures in March 2013 and carries an interest rate of 12% per annum.
$10,000 PES, Inc. Note
On January 26, 2011, the Company entered into a $50,000 promissory note with Process Engineering Services, Inc. a company owned by our CFO. The note matures in January 2013 and carries an interest rate of 15% per annum.
$12,000 Rappa Note
On January 4, 2012, David Rappa, our vice-president of sales and marketing, loaned the Company $12,000. This loan is non-interest bearing and payable on demand.
$194,409209,570 Feb 2012 Notes
On February 28, 2012 the companyCompany issued promissory notes to three investors totaling $194,409 principal amount (net of debt discount) of short term notes. These notes carry an interest rate of 12% through August 2012 and then 15% to maturity. They mature in February 2013.
$53,20033,531 Noriega Note
On July 1, 2011 the Company entered into a $57,500 Promissory Note with an investor. The note matures in 1 year. The proceeds of the note were used to buy ICG product inventory and the interest rate on the note is dependent on the sale of that inventory.

·$78,000$66,000 in Investor Notes
During 2005 the Company issued seventeen (17) short-term notes (average 90-days) with a specific rate of return to acquire funds to invest in high yield activities (e.g. Container financing/investment).

These notes payable are subject to monthly payments of $4,000 through September of 2014. As a result, $40,000 of these liabilities is recorded as long-term liabilities.

There was a net gain of $129,787 recorded in 2010 on these notes subject to being repaid.


9
REDFIN NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2012 AND 2011
(unaudited)

NOTE 3 – DEPOSITS AND NOTES PAYABLE - continued
Convertible Notes Payable

The total amount of Convertible Notes Payable as of March 31,June 30, 2012 was $170,500$150,500 and consisted of:

On September 15, 2011 the Company entered into a $63,000 Convertible Promissory Note (Note #6) with Asher Enterprises, Inc. with a principal amount remaining on March 31, 2012 of $30,500. Terms of the note are repayment of 150% of the principal amount after 270 days. The note is due and payable on June 15, 2012. The holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 60% of the “trading price” as described in the Note. These proceeds from this loan were used for both the purchase of inventory as well as Company operations.

On October 31, 2011 the Company entered into a Convertible Promissory Note (Note #7) with Asher Enterprises, Inc. with a principal amount of $42,500. Terms of the note are repayment of 150% of the principal amount after 270 days. The note is due and payable on August 2, 2012. The holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 60% of the “trading price” as described in the Note. These proceeds from this loan were used for both the purchase of inventory as well as Company operations.

9
REDFIN NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(unaudited)
NOTE 3 – DEPOSITS AND NOTES PAYABLE - continued
On December 6, 2011 the Company entered into a Convertible Promissory Note (Note #8) with Asher Enterprises, Inc. with a principal amount of $50,000. Terms of the note are repayment of 150% of the principal amount after 270 days. The note is due and payable on September 8, 2012. The holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 60% of the “trading price” as described in the Note. These proceeds from this loan were used for both the purchase of inventory as well as fund Company operations.

On January 17, 2012 the Company entered into a Convertible Promissory Note (Note #9) with Asher Enterprises, Inc. with a principal amount of $47,500. Terms of the note are repayment of 150% of the principal amount after 270 days. The note is due and payable on October 13,19, 2012. The holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 60% of the “trading price” as described in the Note. These proceeds from this loan were used for both the purchase of inventory as well as fund Company operations.

On May 10, 2012 the Company entered into a Convertible Promissory Note (Note #10) with Asher Enterprises, Inc. with a principal amount of $53,000. Terms of the note are repayment of 150% of the principal amount after 270 days. The note is due and payable on February 14, 2013. The holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 60% of the “trading price” as described in the Note. These proceeds from this loan were used for both the purchase of inventory as well as fund Company operations.

Lines of Credit

The total amount due under our Lines of Credit as of March 31,June 30, 2012 is $1,381,000$1,295,000 and consisted of:

Commercial Holding:

During April 2008, the Company entered into a $500,000 line of credit with Commercial Holding, AG and amended in December 2008 to increase such line of credit to $700,000. Terms of the line of credit include interest payable at the rate of 10% per annum and repayment of principal by December 31, 2009, as amended. As part of the agreement dated April 29, 2008, Commercial Holding, AG agreed to assume $172,700 worth of notes previously owed by the Company to another creditor. This amount represents all of the borrowings by the Company from this other creditor in 2008. As additional consideration to Commercial Holding AG for entering into the line of credit, the Company agreed to immediately issue to Commercial Holding AG 2,000,000 shares of Rule 144 restricted Company common stock and a warrant to purchase 1,000,000 shares of common stock, exercisable for 5 years at $.25 per share. Such equity issuances have been valued at $59,284 and expensed as interest in 2008, as the original maturity date of the original line of credit was December 2008. As consideration for the December 2008 amendment to the line of credit another 2,000,000 shares of common stock and a warrant to purchase 1,000,000 shares of common stock, exercisable for 5 years at $.25 per share were issued. Interest expense of $8,263 was recorded and attributed to the December 2008 equity issuances in 2008, with another $139,724 recorded as deferred financing costs to be amortized through December 2009. As of June 29, 2010 the Company had used the entire $700,000 credit line and had a principal balance due on the credit line of $1,275,584 and interest owing on the credit line of $159,785. On June 30, 2010, the Company agreed to exchange $425,584 of principal balance due on the credit line for 4,479,827 shares of restricted common stock equating to a price of $.095 per share. This exchange of debt for equity reduced the principal amount owing and payable on the Commercial Holding, AG line of credit to $850,000. This line of credit is now due and payable on December 31, 2012. As of March 31,June 30, 2012 the outstanding balance due on this credit line was $1,138,000.$1,144,500.

H.E.B.:

During June 2010, the Company entered into line of credit with HEB, LLC with an initial credit limit of $400,000. Interest on outstanding balances will accrue at the rate of 14% per annum. This line of credit is due and payable on December 31, 2012. As of March 31,June 30, 2012 the outstanding balance due on this credit line was $243,000.

NOTE 4 – NOTES RECEIVABLE

On February 29, 2012, the Company entered into a promissory note with Ellamate, Inc. of Courtland, NY by lending Ellamate, Inc. the sum of $50,000. Terms of the note are 12% interest and the note matures on August 28, 2012. In addition to the 12% interest, Ellamate has also agreed to remit 3% of their “residual” income as additional consideration. This note was repaid to the Company in full on July 9, 2012.


10
REDFIN NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2012 AND 2011
(unaudited)

NOTE 5 - DERIVATIVE AND LIQUIDATING LIABILITIES

Asher Enterprises Convertible Notes

On September 15, 2011, the Company issued a $63,000 convertible note (Note #6), convertible into shares of common stock at 60% of the then market price of the common stock. As of March 31, 2012 there remains $30,500 of principal amount outstanding.

The fair value of the total derivative liabilities of $69,479 relating to the Asher Enterprises, Inc. note as of March 31, 2012 is attributed to the Convertible Note conversion factor of 60% of market. The estimated derivative liabilities recorded were computed utilizing the Black Scholes model, with the following assumptions for the three Convertible Note agreements executed as follows:

  Convertible Note into Shares 
Market Price of Stock
 
$
0.06
 
Exercise Price
 
$
0.035
 
Term
 
One Year
 
Volatility
  
191
%
Risk Free Rate
  
1.04
%
Number of Shares Assumed Issuable
  
1,612,644
 
10
REDFIN NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(unaudited)

NOTE 5 - DERIVATIVE AND LIQUIDATING LIABILITIES - continued
On November 4, 2011, the Company issued a $42,500 convertible note (Note #7), convertible into shares of common stock at 60% of the then market price of the common stock.

The fair value of the total derivative liabilities of $96,814 relating to the Asher Enterprises, Inc. note as of March 31, 2012 is attributed to the Convertible Note conversion factor of 60% of market. The estimated derivative liabilities recorded were computed utilizing the Black Scholes model, with the following assumptions for the three Convertible Note agreements executed as follows:

  Convertible Note into Shares 
Market Price of Stock
 
$
0.06
 
Exercise Price
 
$
0.035
 
Term
 
One Year
 
Volatility
  
191
%
Risk Free Rate
  
1.04
%
Number of Shares Assumed Issuable
  
2,247,126
 

On December 6, 2011, the Company issued a $50,000 convertible note (Note #8), convertible into shares of common stock at 60% of the then market price of the common stock.

The fair value of the total derivative liabilities of $113,900$116,198 relating to the Asher Enterprises, Inc. note as of March 31,June 30, 2012 is attributed to the Convertible Note conversion factor of 60% of market. The estimated derivative liabilitiesliability recorded wereis computed utilizing the Black Scholes model, with the following assumptions for the three Convertible Note agreementsagreement executed as follows:

 Convertible Note into Shares  Convertible Note into Shares 
Market Price of Stock
 
$
0.06
  
$
0.043
 
Exercise Price
 
$
0.035
  
$
0.026
 
Term
 
One Year
  
One Year
 
Volatility
 
191
%
 
199
%
Risk Free Rate
 
1.04
%
 
0.72
%
Number of Shares Assumed Issuable
  
2,643,678
   
3,607,843
 

On January 17, 2012 the Company issued a $47,500 convertible note (Note #9), convertible into shares of common stock at 60% of the then market price of the common stock.

The fair value of the total derivative liabilities of $108,204$110,388 relating to the Asher Enterprises, Inc. note as of March 31,June 30, 2012 is attributed to the Convertible Note conversion factor of 60% of market. The estimated derivative liabilitiesliability recorded wereis computed utilizing the Black Scholes model, with the following assumptions for the three Convertible Note agreementsagreement executed as follows:

 Convertible Note into Shares  
Convertible Note
into Shares
 
Market Price of Stock
 
$
0.06
  
$
0.043
 
Exercise Price
 
$
0.035
  
$
0.026
 
Term
 
One Year
  
One Year
 
Volatility
 
191
%
 
199
%
Risk Free Rate
 
1.04
%
 
0.72
%
Number of Shares Assumed Issuable
  
2,511,494
   
3,427,451
 

On May 15, 2012 the Company issued a $53,000 convertible note (Note #10), convertible into shares of common stock at 60% of the then market price of the common stock.

The fair value of the total derivative liabilities of $123,170 relating to the Asher Enterprises, Inc. note as of June 30, 2012 is attributed to the Convertible Note conversion factor of 60% of market. The estimated derivative liability recorded is computed utilizing the Black Scholes model, with the following assumptions for the Convertible Note agreement executed as follows:

  Convertible Note into Shares 
Market Price of Stock
 
$
0.043
 
Exercise Price
 
$
0.026
 
Term
 
One Year
 
Volatility
  
199
%
Risk Free Rate
  
0.72
%
Number of Shares Assumed Issuable
  
3,824,314
 




 
11
 
REDFIN NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREESIX MONTHS ENDED MARCH 31,JUNE 30, 2012 AND 2011
(unaudited)

 
NOTE 6 - EQUITY TRANSACTIONS

Common Stock

During the six months ending June 30, 2012 the following equity transactions occurred:
On January 17, 2012, the Company entered into a Convertible Promissory Note (Note #9) with Asher Enterprises, Inc. with a principal amount of $47,500. The note matures in 9 months and carries an 8% interest rate per annum, compounded annually. If the note remains unpaid after 9 months from the Issue date, the holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 60% of the “trading price” as described in the Note. These proceeds from this loan were used for both the purchase of inventory as well as Company operations.

On February 28, 2012, the Company entered into a Secured Promissory Note with Next View Capital, LP with a principal amount of $200,000. The note matures in one year and carries an interest rate of 12% for the first 6 months and 15% for the last six months. As additional consideration for entering into the note the Company issued 800,000 shares if its restricted securities valued at $48,000 ($.06 per share) and issued 800,000 5-year warrants exercisable at $.10 per share. Due to recent issuances of common stock at prices less than the exercise price of the warrants, the new exercise price of these warrants is $.095 per share. These notes have a liquidated damages clause and the warrants have a “ratchet-down” provision which creates additional derivative liabilities.  The proceeds of this note are to be used specifically for the purchase of inventory. This note was personally guaranteed by Mr. Jeff Schultz, the Company’s Chairman and CEO. The Company recorded a debt discount of $48,516 attributed to the shares and warrants issued.

On February 28, 2012, the Company entered into two Secured Promissory Notes with private investors each with a principal amount of $25,000 ($50,000 total). The notes mature in one year and carry an interest rate of 12% for the first 6 months and 15% for the last six months. As additional consideration for entering into the notes the Company issued 200,000 shares if its restricted securities valued at $12,000 ($.06 per share) and issued 200,000 5-year warrants exercisable at $.10 per share. Due to recent issuances of common stock at prices less than the exercise price of the warrants, the new exercise price of these warrants is $.095 per share. These notes have a liquidated damages clause and the warrants have a “ratchet-down” provision which creates additional derivative liabilities.  The proceeds of these notes are to be used specifically for the purchase of inventory. These notes were personally guaranteed by Mr. Jeff Schultz, the Company’s Chairman and CEO. The $50,000 total funds from these notes are to be kept in a separate “loan account” and are not to be used until the $200,000 note entered into on 2/28/February 28, 2012 is fully paid. The Company recorded a debt discount of $12,129 attributed to the shares and warrants issued.

On March 22, 2012, the Company issued to Asher Enterprises, Inc. 416,667 shares of the Company’s common stock upon the conversion of $15,000 principal amount on a $63,000 convertible note (Note #6) that the Company had with Asher Enterprises, Inc. dated September 15, 2011 at a price of $.036 per share.

On March 28, 2012, the Company issued to Asher Enterprises, Inc. 486,111 shares of the Company’s common stock upon the conversion of $17,500 principal amount on a $63,000 convertible note (Note #6) that the Company had with Asher Enterprises, Inc. dated September 15, 2011 at a price of $.036 per share.

On April 2, 2012, the Company issued to Asher Enterprises, Inc. 611,111 shares of the Company’s common stock upon the conversion of $22,000 principal amount on a $63,000 convertible note (Note #6) that the Company had with Asher Enterprises, Inc. dated September 15, 2011 at a price of $.036 per share.

On April 10, 2012, the Company issued to Asher Enterprises, Inc. 402,190 shares of the Company’s common stock upon the conversion of $8,500 principal amount and $2,520 in accrued interest on a $63,000 convertible note (Note #6) that the Company had with Asher Enterprises, Inc. dated September 15, 2011 at a price of $.027 per share.

On May 7, 2012, the Company issued to Asher Enterprises, Inc. 392,157 shares of the Company’s common stock upon the conversion of $12,000 principal amount on a $42,500 convertible note (Note #7) that the Company had with Asher Enterprises, Inc. dated October 31, 2011 at a price of $.031 per share.

On May 17, 2012, the Company issued to Asher Enterprises, Inc. 600,000 shares of the Company’s common stock upon the conversion of $15,000 principal amount on a $42,500 convertible note (Note #7) that the Company had with Asher Enterprises, Inc. dated October 31, 2011 at a price of $.025 per share.

On May 30, 2012, the Company issued to Asher Enterprises, Inc. 822,967 shares of the Company’s common stock upon the conversion of $15,500 principal amount and $1,700 in accrued interest on a $42,500 convertible note (Note #7) that the Company had with Asher Enterprises, Inc. dated October 31, 2011 at a price of $.021 per share.

On June 25, 2012, the Company issued to David Rappa, 171,429 shares of the Company’s common stock relating to his 2012 employment agreement with the Company. These shares were valued at the sum of $6,000.



12
REDFIN NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2012 AND 2011
(unaudited)
NOTE 6 - EQUITY TRANSACTIONS - continued
A summary of the activity of warrants issued as of March 31,June 30, 2012 as follows:

     Weighted Average      Weighted Average 
 Warrants Exercise Price  Warrants Exercise Price 
 Outstanding Exercisable Outstanding Exercisable  Outstanding Exercisable Outstanding Exercisable 
Balance – December 31, 2011 5,500,000 5,500,000 $.13 $.13  
5,500,000
 
5,500,000
 
$
.13
 
$
.13
 
Granted 1,000,000 1,000,000 .10 .10  
1,000,000
 
1,000,000
 
.10
 
.10
 
Exercised - - - -  
-
 
-
 
-
 
-
 
Canceled      -          -  -  -   
    -
  
       -
  
-
  
-
 
Balance – March 31, 2012  6,500,000  6,500,000 $.13 $.13 
Balance – June 30, 2012
  
6,500,000
  
6,500,000
 
$
.13
 
$
.13
 
 
The following table summarizes information about stock warrants outstanding and exercisable at March 31,June 30, 2012:

 
Number
Outstanding
 
Weighted-
Average
Remaining
Life in
Years
 
Weighted
Average
Exercise
Price
 
Number
Exercisable
   
Number
Outstanding
 
Weighted-
Average
Remaining
Life in
Years
 
Weighted
Average
Exercise
Price
 
Number
Exercisable
 
Range of exercise prices:Range of exercise prices:         Range of exercise prices:         
$.05 to $.09 1,000,000 2.08 $.06 1,000,000 
.05 to $.09
  
1,000,000
  
1.84
 
$
.06
 
1,000,000
 
$.10 to $.49 5,500,000 2.53 $.14 5,500,000 
.10 to $.49
  
5,500,000
  
2.28
 
$
.14
 
5,500,000
 
 
12
REDFIN NETWORK, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2012 AND 2011
(unaudited)
NOTE 7 - SUBSEQUENT EVENTS
 
We haveThe Company has evaluated for disclosure purposesall subsequent events.

Noticesevents from the balance sheet date through the date of Conversionthis filing and with the exception of the items below there are no events to disclose:

On April 2,July 9, 2012 the Company issued to Asher Enterprises,received full re-payment on its $50,000 note recieveable with Ellamate Inc. 611,111 shares of its free trading common stock in response to a conversion notice. The conversion noticewhich was recognized as per the terms of the $63,000 convertible note (Note #6) thatoriginally due August 28, 2012.

On July 26, 2012 the Company entered into a Convertible Promissory Note (Note #11) with Asher Enterprises, Inc. in October 2010. The shares issued reducedwith a principal amount of $27,500. Terms of the note are repayment of 150% of the principal amount after 270 days. The note is due underand payable on April 23, 2013. The holder has the note by $22,000. Theseoption to convert the principal and accrued interest into shares were issuedof our Company stock at a conversion price equal to 60% of $.036 per share.the “trading price” as described in the Note. These proceeds from this loan were used for both the purchase of inventory as well as fund Company operations.

On April 10,July 26, 2012 the Company issued to Asher Enterprises, Inc. 402,190 shares ofpaid off, in its free trading common stock in response to a conversion notice. The conversion notice was recognized as perentirety, the terms of the $63,000 convertible$10,000 promissory note (Note #6) that the Company entered into with Asher Enterprises, Inc. in October 2010. The shares issued reduced the principal amount due under the note by $8,500 and included the payment of $2,520 in accrued interest. These shares were issued at a price of $.0274 per share.Kathy Schultz on June 26, 2012.

On May 7, 2012, the Company issued to Asher Enterprises, Inc. 392,157 shares of its free trading common stock in response to a conversion notice. The conversion notice was recognized as per the terms of the $42,500 convertible note (Note #7) that the Company entered into with Asher Enterprises, Inc. in October 31, 2011. The shares issued reduced the principal amount due under the note by $22,000. These shares were issued at a price of $.0306 per share.
 
 
 
 
 

 


 
13
 


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
Certain statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this quarterly report on Form 10-Q constitute “forward-looking statements.” Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future and are typically identified by words such as “believe,” “expect,” “anticipate” “intend,” “estimate,” “may,” “will,” “should,” and “could.”  These forward-looking statements involve numerous risks and uncertainties that could cause our actual results to be materially different from those set forth in the forward-looking statements including, without limitation, our ability to implement our business plan and generate revenues, our ability to raise sufficient capital to fund our operations and pay our obligations as they become due, economic, political and market conditions and fluctuations, government and industry regulation, U.S. and global competition and the other additional risks and uncertainties that are set forth in the Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2011 as filed with the Securities and Exchange Commission. The risk factors described in our Form 10-K are not the only risks we face.  Additional risks and uncertainties not currently known to us or that we deem immaterial also may materially adversely affect our business, financial condition and/or operating results.   We assume no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law. The following discussion should also be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this report.

Overview

We are a valued added provider of payment transaction processing solutions marketed to and utilized by traditional “brick and mortar”, and Internet e-commerce merchants, with a focus on businesses requiring mobile or wireless payment solutions and hardware to conduct business.  Our Company website is  www.RedFinnet.com.

RFN markets its products and services through the branded name RedFin Network.  These products and services today include:

Blue Bambooâ H-50 Wireless all-in-one transaction terminal
Blue Bambooâ P-25 printer and printer card reader device
Blue Bambooâ Blue Box table pay restaurant solution
RedFin PCI Compliant and Visa certified Payment Gateway
RedFin PocketPOS for Blackberryâ, iphoneâ, and Androidâ
RedFin Sidebar QuickBooks interface
RedFin Desktop Terminal
HIOPOSâ Point-Of-Sale retail and hospitality system
Redfin POS

All of the transaction hardware is integrated with the RedFin Payment Gateway, which connects merchants utilizing IP based terminals and wireless devices using Bluetooth, Ethernet, and GPRS to acquiring processors and banks for approval or denial of credit card, debit card, and ACH charges.

The RedFin Payment Gateway, servicing over 11,000 merchants today, is a customized credit/debit card-processing platform serving as the connection between the customers at point-of-sale to the financial networks for the acceptance of card payment by merchants.  Third party providers in compliance with financial institutions process most card transactions worldwide.  The Payment Gateway processes all credit card types, which include Visa, MasterCard, American Express, Discover, JCB, and EBT through transaction terminals, virtual terminals, and wireless mobile devices.  The Blue Bamboo Payment Gateway received its PCI/DSS Compliance in October 2008. The Payment Gateway is now listed under the RedFin Network name on the Visa’s approved Payment Gateway list as of March 2011 after RedFin completed its purchase of the gateway from Blue Bamboo in October of 2010.  In July of 2011 Hypercomâ issued a “Support Discontinuance Notice” relative to their SmartPaymentsâ Savannah products (formerly knownknow as TPI SmartPayments) software under which RedFin’s Payment Gateway and many other payment industry gateways operated.  As a result of this notice RedFin decided to move its payment gateway platform to T-Gate, LLC, assets of which were purchased in July of 2012 by Bridge Payment Network, through a managed solution agreement.  RedFin engagedcontinues to engage Trustwaveâ, a Visa approved PCI Compliance auditing group, to re-certifycertify the RedFin Payment Gateway.  This audit is completed andallows RedFin is againto be listed on Visa approved service providers list (usa.visa.com/.../cisp-list-of-pcidss-compliant-service-providers.pdf).

The PCI/DSS Standard was developed by the major credit card associations as a guideline to help organizations that process card payments prevent credit card fraud, cracking and various other security vulnerabilities and threats. A company processing, storing, or transmitting payment card data must be PCI compliant or risk losing their ability to process credit card payments and being audited and/or fined. Merchants and payment card service providers must validate their compliance annually.

 
14
 

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. - continued
Overview - continued
 
The Blue Bamboo Products and RedFin Payment Gateway are marketed through 150 non-exclusive reseller agreements with ISO’S (Independent Sales Organizations) and VAR’s (Value Added Resellers) selling products and merchant services to end customers throughout the U.S.  Revenue is generated through sales of terminal products, by monthly data plans required to operate wireless products, licensing fees for software and per transaction fees charged for each transaction passing through the Payment Gateway to end acquiring processors such as Vital, Global all First Data Networks, Paymentech, Heartland, Valutec and others already integrated with the Payment Gateway.  All Internet merchants, certain brick and mortar merchants using IP based transaction terminals, and mobile wireless transaction devices require a gateway to pass transactions from their customer’s use of a payment form to the acquiring bank/processor.

The RedFin Payment Gateway is re-branded for other large associations requiring their own name recognition by the ISO/Merchant customer base.  Currently we private label the Payment Gateway for our customers Snap Pay,CashBack, Blackstone Merchant Services, Prospay, TX Direct, Ellamate, Charge Card systems, and Diversified Check Solutions and Versatile Pay to name a few.

In late 2009 RedFin became a preferred vendor of Chase Paymentech for deployment of Blue Bamboo products operating on the RedFin Network, through Chases 300 agent internal network in Dallas and Phoenix and banking agents nationwide.  

Through 2011 RedFin delivered over 2000 Blue Bamboo P-25 printer/card readers to Arvato Services, provider of logistic services to Intuit for their Go-Payment mobile transaction platform.  In addition, RFN continues to be the provider of the same printer/card reader for Aircharge, a Pipeline Data Company, providing a mobile platform for processing through all major cell phones.   

In 2011 RedFin has continued to grow its footprint in the mobile and wireless sectors of the transaction payment industry by focusing and expanding it sales effort through its vendor relationship with Fifth Third banks Vantiv processing division, through Aircharges sales relationship with SprintâBiz360 program, and with expansion of hardware sales through other large hardware sales groups such as The Phoenix Group and TASQâ a First Data company.

The Payment Gateway has incorporated a shopping cart emulator, which allows Internet merchants currently using other competitive Payment Gateway’sIn August 2012 Redfin introduced its RedfinPOSÔ software developed in partnership with Amber System Technologies at the Retail Now Show in Las Vegas for hospitality and retail.  This product along with Redfin PocketPOSÔ is part Redfin’s business strategy to integratebring its own proprietary products to market in combination with the RedFin Network in a quick and efficient manner without disruption of their business.  The shopping cart emulator has integrated the top 120 carts currently used by Internet merchants.
RedFin has developed a Windows based software for its Blue Bamboo P-25 printer and card-reader for use with PC’s allowing for processing of credit/debit card, check, ACH, Check21 transactions.  It has also developed the RedFin Sidebar allowing merchants to directly interface the RedFin Payment Gateway with QuickBooks.compatible hardware.

The Company will continue its objective to keep a low cost efficient overhead by outsourcing, hosting, customer and technical support, while controlling all product deployment internally.  All Level 1 and 2 customer service related questions have also been outsourced to Card Group with a 24/7 resolution of customer trouble tickets in less than 15 minutes.  Level 3 technical support is provided after hours by Power-It-Up.

Results of Operation for the Three Months Ended March 31,June 30, 2012 Compared to the Three Months Ended March 31,June 30, 2011 and the Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011

We generate the majority of our revenues from the sale of the Blue Bamboo wireless terminals, our payment processing terminal hardware,recurring monthly data plans and sales of our RedFin Gateway transaction services, terminal software, and equipment accessories.platform.  Our revenue increaseddecreased approximately 22%30% and approximately 9%, respectively, in the three months and six months ended March 31,June 30, 2012 compared to the same periodperiods in 2011. The Company believes that the recent reduction in revenue is temporary and that subsequent quarters in 2012 will result in sales levels and sales growth that will be in line with the previous upward trends.
 
Our cost of goods sold includes the payment processing terminals we sell as well as the recurring expenses to maintain the Gateway service to the terminals. Our cost of goods also includes our labor expenses to administer the gateway as well as the monthly licensing fees associated with maintaining and operating theour payment gateway. Our average cost of goods sold as a percentage of revenues was approximately 67%57% for the three months ended March 31,June 30, 2012 as compared to approximately 64%58% for the comparable period in 2011, and approximately 62% for the six months ended June 30, 2012 as compared to approximately 61% for the comparable period in 2011.  This increase was due primarilyThe reduction in cost of goods percentages can be attributed to management’s continuing efforts to reduce product costs and inbout freight charges from China. We expect our gross margins to continue to improve as sales volumes and direct selling to certain end users result in recognition of better gross margins for the Company having to pay an expediting fee to our suppliers in order to quickly acquire smaller inventory orders on a “just-in-time” basis rather than placing large orders in advance to stock inventory in our warehouse and keep it ready for immediate delivery.
 
Total operating expenses for the three and six months ended March 31,June 30, 2012 increaseddecreased approximately 29%28% and 5% in each period from the comparable periodperiods in 2011, and included the following:

 ●administrativeAdministrative expenses, which includes rent, salaries and general overhead costs increaseddecreased approximately 12%23% and approximately 4%, respectively, for the three and six months ended March 31,June 30, 2012 from the comparable periodperiods in 2011 as a result of increaseddecreased staffing and administrative expenses due to increaseda temporary decrease in sales. We anticipate that administrative expenses will remain steadymay increase as sales return to normal levels however the Company is firmly committed to reduce administartive expenses wherever possible as a result of increased efficiencies in the final nine monthsits operation.
15
Item 2.
Management’s Discussion and Analysis of 2012,Financial Condition and Results of Operations. - continued
Results of Operation for the Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011 and the Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011 - continued
 
 ● Depreciation and amortization expenses fell 58%decreased 57% in both the three month and six months ended June 30, 2012 compared to the same periods in 2011, due to the accelerated amortization of the Blue Bamboo payment gateway in the first quarter of 2012, andyear earlier period when the Gateway was no longer utilized.

 ● 
professionalProfessional and consulting fees, which include sales and marketing consultants as well as investor relations services, increaseddecreased approximately 1278%67% and approximately 6%, respectively, in the three and six months ended March 31,June 30, 2012 from the comparable periodperiods in 2011 as a result of increasedthe Company becoming more efficient in its sales and marketing and investor relations efforts. operation.  We believe 75% of these fees were a one-time expense and therefore we anticipate that professional and consulting fees should continue to decrease during the balance of 2012.

15

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. - continued
Results of Operation for the Three Months Ended March 31, 2012 Compared to the Three Months Ended March 31, 2011 - continued
Interest expenses increased approximately 39%38% in the first quarter ofthree and six months ended June 30, 2012 fromwhen compared to the comparable periodperiods in 2011. These increases were due to borrowing a larger amount of funds during these periods.

Other Income for the three month period ending June 30, 2012 was $33,407 compared to $0 for the year earlier period. This increaseincome was primarily due to the increased need for borrowed fundsreclasification of $21, 275 of certain interest payments to sustain operationsprincipal as well as $12,100 of adjustments made to correct previously booked expenses which the Company recovered. This income was a one-time event.

We report non-cash income or expense on derivative and liquidating liabilities each quarter as result of the price changes in our stock each quarter and the impact this stock price change has on our convertible debt. The difference in fair value of the derivative liabilities between the date of their issuance and their measurement date has been recognized as part of other income (expense).  These non-cash items can significantly impact our results of operations.

Net loss for the three months ended March 31,June 30, 2012 was $(273,149)$63,133 compared to a net loss of $(283,325)$86,277 for the comparable period in 2011, and our net loss for the six months ended June 30, 2012 decreased approximately 9% from the comparable period in 2011. The decrease in the net loss was attributable to reduced administrative expenses associated with reductions in sales for the quarter.

Liquidity and Capital Resources
 
Liquidity is the ability of a company to generate adequate amounts of cash to meet the company's needs for cash.  At March 31,June 30, 2012 we had a cash of $0, a bank overdraft of $25,807$11,414 and a working capital deficit of $2,425,856$2,372,512 as compared to cash on hand of $0 and a working capital deficit of $2,236,223 at December 31, 2011. On June 23, 2010 the Company entered into a credit line agreement with H.E.B. LLC in the amount of $400,000. As of March 31,June 30, 2012 the principal amount owed under this line was $243,000. Outstanding balances on this line of credit will accrue at 14% per annum. This credit line also becomes due on December 31, 2012.  

We had total assets of $369,270$296,443 at March 31,June 30, 2012 as compared to $344,125 at December 31, 2011. This overall increasedecrease in total assets is primarily due to a $50,000 Note Receivable.Receivable, a reduction in accounts receivable, and a reduction in refundable deposits.  We had total liabilities of $2,757,226$2,664,312 at March 31,June 30, 2012 as compared to $2,552,079 at December 31, 2011 which is primarily due to increases in notes payable.
 
At March 31,June 30, 2012 our total current assets increaseddecreased approximately 11%5% from December 31, 2011 primarily as a result of a $50,000 note receivable.Note Receivable, a reduction in accounts receivable, and a reduction in refundable deposits.  

As described later in Note 4 of this report, we lent $50,000 to a third party, who is also a customer, under a note which matures in August 2012.Our2012. This note was repaid on July 9, 2012. In addition to the interest we received, we also received approximately $2,300 as of June 30, 2012, representing 3% of their “residual” income due to us through April 30, 2012 as additional consideration.

Our customary terms offered our customers are payment prior to shipment. Most of our sales transactions are pre-paid by credit card or ACH. We anticipate inventory levels to remain steady through the end of the year.  At March 31,June 30, 2012 we had employee advances of $9,772$8,086 which have been advanced for travel and operational expenses. We expect this balance to be significantly reduced over the next few quarters as a result of the filing of expense reports.

At March 31,June 30, 2012 our current liabilities increased approximately $217,147$124,233 from December 31, 2011, and consisted primarily of increases in notes payable representing borrowings during the firstsecond quarter of 2012, the proceeds of which were used to both fund out operations and to make the third party loan described elsewhere herein. At March 31,June 30, 2012, we had $390,400$624,101 of notes payable (inclusive of long-term debt), $1,381,000$1,387,500 due under credit lines and $170,500$150,500 of convertible notes, all of$97,500 which becomebecomes due during 2012.2012 and $53,000 becomes due in 2013. We do not have any commitments for capital expenditures and our only external sourcesources of working capital are amounts available under the two credit lines. At March 31,June 30, 2012, total availability under the lines was $157,000.

We do not have sufficient working capital to fund our ongoing operations and satisfy our debt obligations absent a significant increase in our revenues and have been carrying a bank overdraft for the last four fiscal quarters. We also do not have sufficient capital to satisfy our debt obligations totaling $1,900,000,$2,289,282, exclusive of accounts payable, which become due in 2012. 


 
 
 

 
16
 
 
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations. - continued
 
Liquidity and Capital Resources - continued
 
Included in those obligations at March 31,June 30, 2012 is $1,138,000$1,387,500 due under a credit linelines which matures on December 31, 2012. Our failure to pay the interest or principal when due under the line of credit will result in an event of default, or if any other events should occur which would otherwise result in an event of default under the agreement, the amounts due under the credit line would become immediately due and payable.  If we were unable to pay these amounts, the lender could seek to foreclose on the assets of our subsidiary which represents substantially all of our operations.  

We continue to rely on short terms loans to fund our daily operations and to meet payroll. As sales have increasedWe are continuously reviewing and adjusting our monthly expenses so as to better self-fund our operations based on the demand to borrow additional funds is decreasing.level of current sales. We continue to work with a number of potential lenders to provide funding for both operations and product inventory. There is no assurance that we will be able to obtain funds at favorable terms to us, if at all. In addition, under the terms of the three Asher Enterprises, Inc. $170,500$150,500 total principal amount notes, we have granted the lender a right of first refusal for future offerings as well as anti-dilution rights which could adversely impact our results of operations in future periods if triggered.  As described elsewhere herein, we do not have sufficient funds to pay our outstanding debt obligations which are approximately $2,731,419$2,652,898 at March 31,June 30, 2012 exclusive of cash overdraft. We will need to raise capital to satisfy our debt obligations.  We do not have any commitments from any third parties to provide these additional funds to us and there are no assurances we will be able to raise the necessary capital.  If we are unable to raise the necessary capital, we could be forced to curtail some or all of our operations and it is likely that investors would lose their entire investment in our company.

Going Concern

Our financial statements have been prepared on the basis that we will operate as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  We have incurred net losses from operations each year since inception and have relied on the sale of our securities from time to time and loans from third parties to fund our operations.  These recurring operating losses have led our independent registered public accounting firm Sherb & Co, LLP to include a statement in its audit report relating to our audited consolidated financial statements for the years ended December 31, 2011 and 2010 expressing substantial doubt about our ability to continue as a going concern.  Our ability to continue as a going concern is dependent upon our ability to obtain the necessary financing to meet our obligations and repay our liabilities when they become due and to generate profitable operations in the future.  We plan to continue to provide for our capital requirements through the sale of equity securities and short-term debt, however, we have no firm commitments from any third party to provide this financing and we cannot assure you we will be successful in raising working capital as needed.  There are no assurances that we will have sufficient funds to execute our business plan, pay our obligations as they become due or generate positive operating results.

Item 3.Quantitative and Qualitative Disclosures About Market Risk.
 
Not applicable to a smaller reporting company.
 
Item 4.Controls and Procedures.
  
Disclosure Controls and Procedures.  We maintain disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”).  In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met.  Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
 
Under the supervision and with the participation of our senior management, consisting of Jeffrey Schultz, our Chief Executive Officer and Michael Fasci, our Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, and based on the deficiencies that we have uncovered, our Chief Executive Officer and Chief Financial Officer concluded, as of the Evaluation Date, that our disclosure controls and procedures are not 100% effective such that the information relating to us required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our PrincipalChief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.disclosure as a result of material weaknesses in our disclosure controls and procedures.  During the period covered by this report we failed to timely file Current Reports on Form 8-K disclosing the issuances of securities and the Company entering into material borrowing obligations. The failure to timely file these reports is a material weakness in our disclosure controls and procedures.
 
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter of the period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. 



 
17
 



PART II – OTHER INFORMATION
 
Item 1.Legal Proceedings.
 
None.

Item 1A.Risk Factors.
 
Not applicable to smaller reporting companies.
 
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
 
On January 17,May 10, 2012 the Company entered into a Convertible Promissory Note (Note #9)#10) with Asher Enterprises, Inc. with a principal amount of $47,500.$53,000. Terms of the note are repayment of 150% of the principal amount after 270 days. The note matures in 9 monthsis due and carries an 8% interest rate per annum, compounded annually. If the note remains unpaid after 9 months from the Issue date, thepayable on February 14, 2013. The holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 60% of the “trading price” as described in the Note. These proceeds from this loan were used for both the purchase of inventory as well as Company operations.. The recipientnote holder is an accredited investor and the issuance of the note was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 4(2) of that act. These proceeds from this loan were used for both the purchase of inventory as well as fund Company operations.

On February 28,May 17, 2012, the Company issued to Asher Enterprises, Inc. 600,000 shares of the Company’s common stock upon the conversion of $15,000 principal amount on a $42,500 convertible note (Note #7) that the Company had with Asher Enterprises, Inc. dated October 31, 2011 at a price of $.025 per share. The recipient is an accredited investor and the issuance of the shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 3(a)(9) of that act.

On May 30, 2012, the Company issued to Asher Enterprises, Inc. 822,967 shares of the Company’s common stock upon the conversion of $15,500 principal amount and $1,700 in accrued interest on a $42,500 convertible note (Note #7) that the Company had with Asher Enterprises, Inc. dated October 31, 2011 at a price of $.021 per share. The recipient is an accredited investor and the issuance of the shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 3(a)(9) of that act.

On June 25, 2012, the Company issued to David Rappa, 171,429 shares of the Company’s common stock relating to his 2012 employment agreement with the Company. These shares were valued at the sum of $6,000. The recipient is an accredited investor and the issuance of the shares was exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(2) of that act.

On June 26, 2012 the Company borrowed $10,000 from Kathy Schultz, the wife of its CEO, under the terms of a 30 day promissory note.  Under the terms of the note, the Company agreed to pay 3% interest and the proceeds were to be used for inventory.  On July 26, 2012 the Company paid off, in its entirety, the $10,000 promissory note entered into with Kathy Schultz on June 26, 2012.

On July 26, 2012 the Company entered into a SecuredConvertible Promissory Note (Note #11) with Next View Capital, LPAsher Enterprises, Inc. with a principal amount of $200,000.$27,500. Terms of the note are repayment of 150% of the principal amount after 270 days. The note maturesis due and payable on April 23, 2013. The holder has the option to convert the principal and accrued interest into shares of our Company stock at a conversion price equal to 60% of the “trading price” as described in one year and carries an interest rate of 12% for the first 6 months and 15% for the last six months. As additional consideration for entering into theNote. The note the Company issued 800,000 shares if its restricted securities valued at $48,000 ($.06 per share) and issued 800,000 5-year warrants exercisable at $.10 per share. These notes have a liquidated damages clause and the warrants have a “ratchet-down” provision which creates additional derivative liabilities.  The proceeds of this note are to be used specifically for the purchase of inventory. This note was personally guaranteed by Mr. Jeff Schultz, the Company’s Chairman and CEO. The recipientholder is an accredited investor and the issuance of the note was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 4(2) of that act.

On February 28, 2012, the Company entered into two Secured Promissory Notes with private investors each with a principal amount of $25,000 ($50,000 total). The notes mature in one year and carry an interest rate of 12% These proceeds from this loan were used for the first 6 months and 15% for the last six months. As additional consideration for entering into the notes the Company issued 200,000 shares if its restricted securities valued at $12,000 ($.06 per share) and issued 200,000 5-year warrants exercisable at $.10 per share. These notes have a liquidated damages clause and the warrants have a “ratchet-down” provision which creates additional derivative liabilities.  The proceeds of these notes are to be used specifically forboth the purchase of inventory. These notes were personally guaranteed by Mr. Jeff Schultz, the Company’s Chairman and CEO. The $50,000 total funds from these notes are to be kept in a separate “loan account” and are not to be used until the $200,000 note entered into on 2/28/2012 is fully paid. The recipient is an accredited investor and the issuance of the note was exempt from registration under the Securities Act of 1933,inventory as amended (the “Securities Act”) in reliance on an exemption provided by Section 4(2) of that act.

On March 22, 2012, thewell as fund Company issued to Asher Enterprises, Inc. 416,667 shares of the Company’s common stock upon the conversion of $15,000 principal amount on a $63,000 convertible note (Note #6) that the Company had with Asher Enterprises, Inc. dated September 15, 2011 at a price of $.036 per share. The recipient is an accredited investor and the issuance of the note was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 3(a)(9) of that act.

On March 28, 2012, the Company issued to Asher Enterprises, Inc. 486,111 shares of the Company’s common stock upon the conversion of $17,500 principal amount on a $63,000 convertible note (Note #6) that the Company had with Asher Enterprises, Inc. dated September 15, 2011 at a price of $.036 per share. The recipient is an accredited investor and the issuance of the note was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 3(a)(9) of that act.operations.
 
On April 2, 2012, the Company issued to Asher Enterprises, Inc. 611,111 shares of its free trading common stock in response to a conversion notice. The conversion notice was recognized as per the terms of the $63,000 convertible note (Note #6) that the Company entered into with Asher Enterprises, Inc. in October 2010. The shares issued reduced the principal amount due under the note by $22,000. These shares were issued at a price of $.036 per share. The recipient is an accredited investor and the issuance of the note was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 3(a)(9) of that act.

18

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds - continued

On April 10, 2012, the Company issued to Asher Enterprises, Inc. 402,190 shares of its free trading common stock in response to a conversion notice. The conversion notice was recognized as per the terms of the $63,000 convertible note (Note #6) that the Company entered into with Asher Enterprises, Inc. in October 2010. The shares issued reduced the principal amount due under the note by $8,500 and included the payment of $2,520 in accrued interest. These shares were issued at a price of $.0274 per share. The recipient is an accredited investor and the issuance of the note was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 3(a)(9) of that act.

On May 7, 2012, the Company issued to Asher Enterprises, Inc. 392,157 shares of its free trading common stock in response to a conversion notice. The conversion notice was recognized as per the terms of the $42,500 convertible note (Note #7) that the Company entered into with Asher Enterprises, Inc. in October 31, 2011. The shares issued reduced the principal amount due under the note by $22,000. These shares were issued at a price of $.0306 per share. The recipient is an accredited investor and the issuance of the note was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on an exemption provided by Section 3(a)(9) of that act.
Item 3.Defaults Upon Senior Securities.

None. 
 
Item 4.Mine Safety Disclosures
 
Not applicable to our operations.

Item 5.Other Information.

On February 29, 2012 we lent $50,000 to Ellamate, Inc., a third party that is also a customer, under the terms of a $50,000 Promissory Note. The note, which bears interest at 12% per annum, is due on August 28, 2012. As additional interest to us under the note, the lender will pay us 3% of their “residual” income over the term of the note. Residual income is defined as income derived from the profits generated by merchant service fees from the processing of credit and debit cards along with online ACH (automated clearing house transactions). A copy of the note is filed as Exhibit 10.28 to this report. We funded this note through proceeds we received from short-term borrowings during the quarter as described earlier in this report. The Company believes that the additional residual income on this note will yield up to an additional 30% return on is note beyond the 12% base interest.

On February 29, 2012 we entered into an Agreement for Consulting Services with Further Lane, Inc. pursuant to which that company will provide us with consulting services related to public relations, business intelligence, mergers and acquisition strategy, communications, and other such related services as shall be reasonably determined mutually by Further Lane, Inc. and the Company’s president. The term of the agreement is for one-year and compensation is $25,000 payable upon signing. A copy of the note is filed as Exhibit 10.29 to this report.None.


 
1918
 



Item 6.Exhibits.
 
Exhibit No.Description 
10.2810.30
Schultz $10,000 Promissory Note dated June 26, 2012 *
10.31
Ellamate $50,000Asher Enterprises, Inc. – $53,000 Convertible Promissory Note Receivable(Note #10) dated 2/29/2012 May 10,2012 *
  
10.2910.32
Form of Consulting Agreement with Further Lane Inc,Asher Enterprises, Inc. - $27,500 Convertible Promissory Note (Note #11) dated 2/29/July 27 2012 *
  
31.1
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer *
  
31.2
Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer *
  
32.1
Section 1350 certification of Chief Executive Officer *
  
32.2
Section 1350 certification of Chief Financial Officer *
  
101.INS
XBRL Instance Document**
  
101.PRE
XBRL Taxonomy Extension Presentation Linkbase ***
  
101.LAE
XBRL Taxonomy Extension Label Linkbase ***
  
101.DEF
XBRL Taxonomy Extension Definition Linkbase ***
  
101.SCH
XBRL Taxonomy Extension Schema ***

*           Filed herewith
**        To be filed within the earlier of 30 days from the due date or filing date of this report pursuant to the grace period provided for the filing of the first interactive data exhibit containing detailed note tagging.

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

   
 REDFIN NETWORK, INC.
   
Date: May 15,August 9, 2012By:  /s/ Jeffrey L. Schultz
 Jeffrey L. Schultz
 Title: President, CEO, principal executive officer

   
   
Date: May 15,August 9, 2012By:  /s/ Michael Fasci
 Michael Fasci
 Title: Chief Financial Officer, principal financial officer

 
 2019