QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED MARCH 31, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT of 1934

For the quarterly period ended: March 31, 2014

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from       to

Commission file Number: 0-19470

REDIFY GROUP INC.

(Exact name of registrant as specified in its Charter)

101 North Main Street, Suite B

Smithfield, Utah 84335

(Address of Principal Executive Offices)

( 435) 563-8080

(Registrant’s Telephone Number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.         (1) Yes [X] 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 (§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). Yes [X] No [  ]  The Company has no corporate Web site.

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 filer [   ]                                                  Accelerated filer                    [   ]

Non-accelerated filer   [   ]                                                  Smaller reporting company    [X]

(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [X]

Applicable Only to Registrants Involved in Bankruptcy Proceedings During the Preceding Five Years

Not applicable.

Outstanding Shares

At May 13, 2014 there were 3,522,286 shares of the Registrant's Common Stock and 50,400 shares of Series 1 Class A 8% Cumulative Preferred Stock outstanding.

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REDIFY GROUP INC. AND SUBSIDIARY

TABLE OF CONTENTS

                                                                                                                                             PAGE

PART I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

Unaudited Consolidated Balance Sheet

as of March 31, 2014 and Audited Consolidated

Balance Sheet as of December 31, 2013

4

Unaudited Consolidated Statements of

Operations, for the Three Month Periods

Ended March 31, 2014 and 2013

5

Unaudited Consolidated Statements of Cash

Flows, for the Three Month Periods Ended

March 31, 2014 and 2013

6

Notes to Unaudited Consolidated Financial Statements

7

Item 2.  Management's Discussion and Analysis of Financial

Condition or Plan of Operation

12

Item 3.  Quantitative and Qualitative Disclosures About

Market Risks

13

Item 4.  Controls and Procedures

13

PART II. OTHER INFORMATION

14

SIGNATURES

15

PART I  FINANCIAL INFORMATION

ITEM 1         CONSOLIDATED FINANCIAL STATEMENTS

                                                                                 3

REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

                                                                                   4

REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

                                                                                    5

REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these consolidated Financial Statements.

                                                                                 6

REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 and DECEMBER 31, 2013

NOTE 1: THE COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Company

The Company consists of Redify Group, Inc. (“RGI”, non-operating parent corporation) and its sole and wholly-owned operating subsidiary, TradinGear.Com, Incorporated (“Tradingear,” combined, the "Company"). The company changed its name to Redify Group, Inc. from TGFIN Holdings, Inc. (“TGFN”) on October 2, 2013. The Company reactivated its previously inactive operating subsidiary, Tradingear in order to resume its previous business of developing software, under a new d/b/a:  iDEV3.

On April 15, 2013 the company filed a Definitive 14C for the purpose of changing the Company’s name and effectuating a ten (10) to one (1) reverse split of the Company’s common stock. These corporate actions were approved by the Financial Industry Regulatory Authority (“FINRA”) on February 28, 2014, and became effective with the OTCQB at the opening of trading on February 28, 2014 under the symbol “TGFND”. The “D” appeared on the Company’s ticker symbol for the following 20 business days. Thereafter, the Company’s ticker symbol became RDFY.

Redify Group, Inc. was incorporated under the laws of Delaware in March 1985 as Mark, Inc. From March 1992 to September 12, 2002 Redify Group, Inc. was known as Digitran Systems, Incorporated ("DSI"), and from September 12, 2002 to October 2, 2013 it was known as TGFIN Holdings, Inc. during which time, TradinGear.com, Incorporated (incorporated under the laws of the State of Delaware on July 7, 1999) became the operating subsidiary of Redify Group, Inc. Redify Group, Inc., then known as TGFIN Holdings, Inc. sold the assets of Tradingear.com Incorporated effective March 31, 2003.

TradinGear currently produces software applications (“Apps”) for telephones and other hand-held devices.

Financial statements

The accompanying financial statements have been prepared by the Company without audit. They include information of RGI and TradinGear. In the opinion of management, all material adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at March 31, 2014, the results of operations for the three month periods ended March 31, 2014 and 2013, and the cash flows for the three month periods ended March 31, 2014 and 2013, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America

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have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2013 audited financial statements. The results of operations for the periods ended March 31, 2014 and 2013 are not necessarily indicative of the operating results for the respective full years.

Revenue recognition

The company sells its current software at the Online Apple Store, which records all sales made on a daily basis. The company recognizes its portion of the sales as revenue as of the date of the sale.

NOTE 2: COMMITMENTS AND CONTINGENCIES

Litigation

In the normal course of business, there may be various legal actions and proceedings pending which seek damages against the Company.  As of March 31, 2014 there were no claims asserted or threatened against the Company.

NOTE 3: GOING CONCERN

The Company has been a Development Stage Company since April 1, 2003. It has continuously sought an acceptable merger or acquisition candidate during that period and has incurred losses each year. For the quarter ended March 31, 2014 the company lost $20,096 and had a Retained Deficit of $4,418,223. The company’s cash reserves of $540 as of March 31, 2014 are not adequate to fund all of the anticipated expenses for the year ending December 31, 2014.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of this uncertainty.

The company plans to merge with, acquire existing Apps or companies, and continue to operate during the year ending December 31, 2014. Should the acquired or merged operating entity not have sufficient resources of its own to fund the combined entity’s operations, the Company will issue stock to raise sufficient operating capital if sufficient capital is not raised from operations.

On May 5, 2014 the Company sold 550,000 equity Units for $55,000, or $.10 per Unit. Each Unit consists of one share of RGI Class A Common stock and one Warrant to purchase one share of Class A Common stock for $.50, expiring on May 5, 2024. See NOTE 7: SUBSEQUENT EVENTS.

                                                                           8

REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 and DECEMBER 31, 2013

(Continued)

NOTE 4: CONVERTIBLE NOTES PAYABLE - RELATED PARTY

The Convertible 8% Notes Payable were originated on various dates in 2010, 2011, 2012, and 2013. The Notes originated in 2010 are convertible into Class A Common Stock of RGI at $.30 per share at any time at the holder’s option. The Notes originated in 2011 are convertible into common stock of RGI at $.15 per share at any time at the holder’s option. The Notes originated in 2012 and 2013 are convertible into common stock of RGI at $.10 per share at any time at the holder’s option. Accrued interest related to these notes as of March 31, 2014 was $16,848. As of March 31, 2014 the Convertible Notes Payable were convertible into 535,000 shares of RGI Class A Common Stock. Effective December 12, 2012, all rights to the Notes were assigned to Marni Gaer, the spouse of Sam Gaer.

NOTE 5: STOCK OPTIONS AND WARRANTS

A summary of the status of the Company's outstanding stock options and warrants (all of which were expired) as of March 31, 2014 and December 31, 2013 and changes during the periods then ended, is presented below:

Effective December 19, 2012 all rights to the Options were assigned to Marni Gaer, the spouse of Sam Gaer.

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REDIFY GROUP INC. AND SUBSIDIARY

(A Development Stage Company)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2014 and DECEMBER 31, 2013

(Continued)

NOTE 6:  CAPITAL STOCK

Common stock

The authorized capital stock of the Company consists of 50,000,000 shares of Class A Common stock, par value $.01 per share, of which 2,962,286 were outstanding as of March 31, 2014 and 5,000,000 shares of Class B Common stock, par value $.01 per share, of which no shares have been issued. On March 28, 2013 the company’s Board of Directors authorized a ten (10) to one (1) reverse-split of the company’s Class A Common Stock, which became effective February 28, 2014. All references to Common stock have been retroactively restated to reflect the reverse split. Holders of Class A Common Stock are entitled to one vote per share.

The Class A Common Stock and the Class B Common Stock attributes and rights are identical except for the following: (a) Class B has pre-emptive rights with respect to Class B issuances, (b) Class A has a dividend and liquidation preference, and (c) if there is a Class B, its holders have the right to control the Board of Directors. The Company has no plans to issue any Class B Common Shares in the near future. All references to Common Stock issuances, unless otherwise indicated, refer to the Class A Common Stock shares.

On March 12, and April 22, 2013 the company sold 250,000 shares of its common stock for $50,000 or $.20 per share to two investors, which were issued on March 20, 2014.

On January 1 and April 1, 2013 the Company awarded 10,000 shares of common stock to each Director and the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $.10 and $.20, respectively, per share resulting in compensation expense of $4,000, of which $3,500 was recognized in the year ended December 31, 2013. On March 11, 2014 the shares were issued.

On January 1, 2014 the Company awarded 10,000 shares of common stock to each Director and the Chairman in accordance with a Board Resolution. The shares were valued at the market price at the date of issuance of $.17 per share resulting in additional compensation expense of $3,400, of which $1,350 was recognized in the quarter ended March 31, 2014.

Preferred Stock

The Company has authorized 1,000,000 shares of Preferred Shares with a par value of $.01 per share, of which 450,000 are undesignated and unissued. The remaining 550,000 shares are designated as Series 1 Class A 8% Cumulative Convertible Preferred Stock (“Preferred stock”), of which 50,400 shares were issued and outstanding as of December 31, 2013. There are insufficient Series 1, Class A 8% Cumulative Convertible Preferred Shares remaining to trade publicly.

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Holders of both, the Series 1, Class A 8% Cumulative Convertible Preferred Stock and the undesignated class of Preferred stock are entitled to one-tenth of a vote for each share of preferred stock held.

Since only the Series 1, Class A 8% Cumulative Convertible Preferred Shares are issued and outstanding, all references to preferred shares, unless otherwise indicated, refer to the Series 1, Class A 8% Cumulative Convertible Preferred Shares.

The Series 1, Class A 8% Cumulative Convertible Preferred Stock carries a liquidation preference equal to its stated value plus any unpaid dividends. The Company may, at its option, redeem at any time all shares of the preferred stock or some of them upon notice to each preferred stockholder at a per share price equal to the stated value ($7.00) plus all accrued and unpaid dividends thereon (whether or not declared) to the date fixed for redemption, subject to certain other provisions and requirements. Preferred Shares may be converted into Common Shares on a one share of Preferred Stock for two shares of Common Stock basis.

Holders of Series 1, Class A 8% Cumulative Convertible Preferred shares are entitled to cumulative dividends of 8% per annum on the stated value of the stock, designated at $7 per share. Dividends are payable semi-annually on September 15 and March 15.  No dividends have been declared or paid since March 15, 1993, resulting in dividends in arrears at December 31, 2013 of approximately $592,704 or $11.76 per share. Dividends are not payable on any other class of stock ranking junior to the Series 1, Class A 8% Cumulative Convertible Preferred Stock until the full cumulative dividend requirements of the Series 1, Class A 8% Cumulative Convertible Preferred Stock have been satisfied. There are not sufficient Series 1, Class A 8% Cumulative Convertible Preferred Shares (left unconverted) to trade publicly and the financial condition of the company has made the probability of dividend payment to Series 1, Class A 8% Cumulative Convertible Preferred shareholders unlikely.

NOTE 7: SUBSEQUENT EVENTS