[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number: 001-36122

IFAN Financial, Inc.

(Name of small business issuer in its charter)

5694 Mission Center Road, Suite 602-660

San Diego, CA, 92108-4312

 (Address of principal executive offices)

Phone: (619) 537-9998

 (Registrant’s telephone number)

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.  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 [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

As of January 20, 2015, there were 82,088,220 shares of the registrant’s $0.001 par value common stock issued and outstanding.

Explanatory Note

This Amendment No. 1 (the “Amendment”) to the Quarterly Report on Form 10-Q for IFAN Financial, Inc. (the “Company”) for the quarterly period ended November 30, 2014, initially filed on January 20, 2015 (the “Original Filing”), is being filed to restate and amend the Company’s previously issued consolidated financial statements and related financial information for the three months ended November 30, 2014.

Background

The Company’s management, after discussion with our independent registered public accounting firm, determined that the following financial statements previously filed with the SEC should no longer be relied upon: (1) the unaudited consolidated financial statements included in our Quarterly Reports on Form 10-Q for the three months ended November 30, 2014.

This determination occurred after the Company’s management identified the following:

1.

The determination that its investment was impaired

2.

The improper acquisition accounting of Mobicash America, Inc.

3.

The misstatement of certain expenses

Please refer to Note 1A-"Restatement of Previously Issued Consolidated Financial Statements" included in our unaudited consolidated financial statements and notes thereto in this Amendment for more information regarding correction of these errors.

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IFAN Financial, Inc.

Special Note Regarding Forward-Looking Statements

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ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

IFAN Financial, Inc.

Consolidated Financial Statements

November 30, 2014

(Unaudited)

Financial Statement Index

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IFAN Financial, Inc.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2014

NOTE 1A.- RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

In this report on Form 10-Q/A, the Company has restated its consolidated financial statements for the three months ended November 30, 2014. The determination to restate its consolidated financial statements for the quarter ended November 30, 2014 occurred after the Company’s management identified the following:

1.

The determination that its investment in iPin is impaired,

2.

The improper acquisition accounting of MobiCash America, Inc., and

3.

The misstatement of certain expenses.

4.

Subject to restatement is the Company's consolidated balance sheet as of November 30, 2014, and the related consolidated statement of operations and cash flows for the three months ended November 30, 2014, and affected footnotes.

During the three months ended November 30, 2014, the Company determined its investment in iPin common stock was worth $0.  Accordingly, the Company has recorded impairment expense of $164,521 during the three months ended November 30, 2014.

The Company accounted for its acquisition of Mobicash America, Inc. incorrectly.  The Company has adjusted its balance sheet to record the acquisition using the purchase method of accounting, which has resulted in the Company recording $4,704,265 of goodwill.

The Company overstated accounts payable and accrued expenses and deferred salaries and related tax accruals by $58,784 in aggregate, and understated its license agreement amortization by $8,000.

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NOTE 1 – NATURE OF BUSINESS

The Company was incorporated in the State of Nevada on June 11, 2010 and established a fiscal year end of August 31. The initial business plan was to develop and distribute an organic clothing line designed for children.

On April 2014, the Company abandoned the business plan as an organic children’s clothing company.  In June 2014, the Company signed an agreement with MobiCash America, Inc. to develop technology solutions in the mobile payment and social media markets. The Company acquired MobiCash America on October 3, 2014.

The accompanying unaudited interim consolidated financial statements of IFAN Financial, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report on Form 10-K/A filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended August 31, 2014 have been omitted.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, MobiCash America, Inc. Intercompany balances are eliminated upon consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  As of November 30, 2014 and August 31, 2014, there were no cash equivalents.

Goodwill

Goodwill represents the excess of the cost over the fair value of net tangible and intangible assets of acquired businesses.  Goodwill is assessed for impairment by applying fair value based tests annually or whenever events or changes in circumstances indicate the carrying amount may not be recoverable.  The goodwill impairment test consists of a two-step process. The first step of the goodwill impairment test, used to identify potential impairment, compares the fair value of a reporting unit to its carrying value, including goodwill.  The second step, if required, compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. The fair value of a reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the price paid to acquire the reporting unit. If the carrying amount of the reporting unit's goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Net Loss per Share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. Because the Company incurred a net loss during the periods ended November 2014 and 2013, respectively, diluted loss excludes all potential common shares from diluted loss per share.  At November 30, 2014 and August 31, 2014, the Company had 673,300,600 and 630,000,000, respectively, potentially issuable shares upon the conversion of Series A preferred stock into common stock.  In addition, at November 30, 2014 and August 31, 2014, the Company had 925,926 and 0, respectively, potentially issuable shares upon the conversion of warrants into common stock.

Recently Issued Accounting Pronouncements

Recently issued or adopted accounting pronouncements are not expected to, or did not have, a material impact on our consolidated financial position, results of operations or cash flows.

Subsequent Events

The Company evaluated material events occurring between November 30, 2014 and the issuance date of this report for disclosure consideration.

NOTE 3 – GOING CONCERN

The Company’s consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining

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adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – ACQUISITION (as restated)

On October 3, 2014, the Company acquired Mobicash America, Inc. (“Mobicash” d/b/a “Quidme”), a company incorporated under the laws of the State of California, through a Share Exchange Agreement whereby the Company issued 61,858 shares of Series A convertible preferred stock convertible into common stock at a conversion ratio of 700 common shares for 1 Series A preferred stock (the “Conversion Ratio”) to the shareholders of Mobicash.  The Company determined that the fair value of the Series A convertible preferred stock was $4,330,060 on October 3, 2014.

The acquisition was accounted for as a business combination. Accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on estimates of their respective fair values at the date of acquisition. The Company’s purchase price allocation for the acquired company is preliminary and subject to revision as a more detailed analysis is completed and additional information about the fair value of assets and liabilities becomes available. The amounts related to the acquisition were allocated to the assets acquired and the liabilities assumed on the date of acquisition as follows:

NOTE 5 – LICENSE AGREEMENT (as restated)

On May 15, 2014, the Company entered into a two-year License Agreement (the “License Agreement”) with IPIN Debit Network, Inc., a New Brunswick, Canada corporation (“IPIN”) for the Company’s use and distribution of IPIN’s technology, systems and products related to electronic payment processing and its United States Letters Patents.  After the two-year period, the License Agreement shall be automatically renewable for successive one-year periods up to an additional ten years provided that IPIN has received a minimum of $5,000,000 in royalty payments for each of the three (3) through twelve (12) successive years from the signing of the License Agreement.

In connection with the License Agreement, the Company was required to issue 1,000,000 shares of the Company’s common stock to IPIN and IPIN was required to issue 1,000,000 shares of IPIN common stock to the Company.  The Company was issued the IPIN common stock during the year ended August 31, 2014 and recorded the estimated fair value of the IPIN common stock of $164,521 as an investment and recorded a corresponding common stock payable.   The Company recorded an impairment of $164,521 for its

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investment in IPIN common stock during the three months ended November 30, 2014.

Pursuant to the License Agreement, the Company was required to pay $250,000 to IPIN in the following amounts upon achieving the below benchmarks:

(a)

$10,000 upon execution of the License Agreement (“Benchmark A”);

(b)

$20,000 when IPIN successfully demonstrates the integration, publishing design, and on-boarding screens of its technology with the Android application package file (“Benchmark B”);

(c)

$20,000 when IPIN successfully integrates the Android app with the IPIN device as demonstrated by transferring the transaction details to the app after a card swipe occurs (“Benchmark C”);

(d)

$60,000 when IPIN successfully demonstrates a card transaction including posting the status to the merchant call back uniform resource locator (“Benchmark D”);

(e)

$60,000 when IPIN successfully demonstrates a front end data base set up that enables an IPIN device user to affect an IPIN device transaction (“Benchmark E”);

(f)

$60,000 when IPIN successfully demonstrates the completed, back-end development of the IPIN device Android app including any and changes needed to support it (“Benchmark F”); and

(g)

$20,000 when IPIN successfully demonstrates the completed testing and deployment for in house participants applying the IPIN device Android app to the iPIN device for Apple iOS app, including testing and deployment (“Benchmark G”).

The Company pre-paid IPIN $66,620 at the inception of the License Agreement, which the Company recorded as prepaid expense.  The Company achieved Benchmarks A and Benchmark B during the year ended August 31, 2014 and applied $10,000 of its prepaid expense against the milestone payments and paid IPIN $20,000.  The Company achieved Benchmark C during the three months ended November 30, 2014 and applied $10,000 of its prepaid expense against the milestone payment and paid IPIN $10,000. The Company amortizes each milestone payment using the straight line method over the term of the remaining useful life of the license agreement which ends May 15, 2016.  The Company has additional benchmarks to be achieved which aggregate to $200,000, of which $46,620 has been paid and is recorded as prepaid expense in the consolidated balance sheet as of November 30, 2014.

During the three months ended November 30, 2014, the Company has recorded amortization related to the milestone payments of $8,000.

NOTE 6 – FIXED ASSETS

The Company’s fixed assets consist of used computer equipment acquired in connection with the acquisition of Mobicash and have a remaining estimated useful life of one year.  Property and equipment consist of the following:

The Company recorded depreciation expense of $1,188 and $0 during the six months ended November 30, 2014 and 2014, respectively.

NOTE 7 – NOTE PAYABLE

The Company has a $5,000 note payable to an individual due November 2015.  The note bears interest at 10% per annum.

NOTE 8 – EQUITY

Common Stock

During the three months ended November 30, 2014, the Company received 34,100 of cash proceeds pursuant to subscription agreements with third parties to purchase the common stock of the Company for $0.25 per share.  As of November 30, 2014, the Company has recorded this obligation as a subscription payable.

Preferred stock

The Company issued 61,858 shares of Series A preferred stock convertible into common stock of the Company as consideration for

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the acquisition of Mobicash.  See Note 4.

NOTE 9 – DUE TO RELATED PARTIES

As of November 30, 2014, there were loans payable to five officers for $200,208, $20,099, $33,961, $3,250 and $2,000, respectively that are non-interest bearing with no specific repayment terms. As of August 31, 2014, there were loans payable to two officers for $128,554 and $17,633, respectively that are non-interest bearing with no specific repayment terms.  As of November 30, 2014, none of the officers had made demand for repayment of funds.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

The Company and certain former owners and officers of Mobicash are in a dispute related to the acquisition of Mobicash by the Company.  The Company has not determined if this dispute will result in additional obligations to the Company.

NOTE 11 – SUBSEQUENT EVENTS

During January 2015, the Company issues 1,000,000 shares of the Company’s common stock to IPIN.

During January 2015, the Company issued 128,200 shares of common stock pursuant to stock subscription agreements.

During January 2015, the Company issued 1,000,000 shares of common stock to an individual for services.

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FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Results for the Restated Quarter Ended November 30, 2014 Compared to the Quarter Ended November 30, 2013

Revenues:

The Company’s revenues were $nil for the quarter ended November 30, 2014 compared to $nil in 2013.

Cost of Revenues:

The Company’s cost of revenue was $nil for quarter ended November 30, 2014 compared to $nil in 2013.

Expenses:

General and administrative expenses for the quarters ended November 30, 2014, and November 30, 2013, were $25 and $19,209, respectively. General and administrative expenses consisted primarily of consulting fees, management fees, office expenses and preparing reports and SEC filings relating to being a public company.  The increase was primarily attributable to an increase in SEC filing fees due to increased corporate activity.  During the three months ended November 30, 2014 and 2013, the Company incurred $103,342 and $0 of research and development expense, respectively.  During the three months ended November 30, 2014, the Company recorded an impairment on its investment of $164,521.

Net Loss:

Net loss for the quarter ended November 30, 2014, was $(275,888) compared with a net loss of $(19,209) for the quarter ended November 30, 2013.  The increased net loss is due to the acquisition of Mobicash America, Inc. resulting in increased expenditures for research and development and the impairment of the Company’s investment.

Impact of Inflation

We believe that the rate of inflation has had a negligible effect on our operations.

Liquidity and Capital Resources

Working Capital

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As of November 30, 2014, total current assets were $64,561.

As of November 30, 2014, total current liabilities were $755,706, which consisted primarily of advances from officers and deferred salaries. We had negative net working capital of $(681,145) as of November 30, 2014.

Cash Flows

Cashflows from Operating Activities

During the three months ended November 30, 2014, cash used in operating activities was $70,279 compared to $3,081 for the three months ended November 30, 2013.  The increase in the amounts of cash used for operating activities was primarily due to the increase in the net loss of the Company.

Cashflows from Investing Activities

During the three months ended November 30, 2014, cash used in investing activities was $10,000 compared to $0 for the three months ended November 30, 2013.  The increase in the amounts of cash used for investing activities was due to a milestone license payment.

Cashflows from Financing Activities

During the three months ended November 30, 2014, cash provided by financing activities was $98,220 compared to $3,081 for the three months ended November 30, 2013.  The increase in cash provided by financing activities is due to receiving proceeds from loans from related parties and receiving cash for common stock subscriptions.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of November 30, 2014, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Amended Annual Report on Form 10-K/A as filed with the SEC on December 17, 2014, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

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Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation except for the following:  There was a change in control of the majority owners and officers of the Company.  Internal controls in place with the prior officers were continued by the new owners.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A.  RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On October 3, 2014, we received the August 31, 2013, audited financial statements of Mobicash, America, Inc., and we closed the share exchange by acquiring Mobicash America, Inc. and through an amended Share Exchange Agreement (the “Amended Agreement”) we issued the 61,858 shares of Series A preferred stock to the shareholders of Mobicash America, Inc., d/b/a Quidme.  

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.  MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.  OTHER INFORMATION

Changes In Registrant’s Certifying Accountant.

On October 3, 2014, the Company dismissed Anton and Chia, LLP (“Anton”) as the Company’s independent registered public accounting firm.  The Company dismissed Kyle L. Tingle, CPA, LLC, (“Tingle”) as its registered public accounting firm.  The Company has engaged GBH CPAs, PC as its registered public accounting firm.  The decision to change registered public accounting firms and the appointment of the new registered accounting firm was made by the Company’s Board of Directors for the Company.

The reports of Anton on the Company’s consolidated audited financial statements for the audit as of August 31, 2013, and for the interim periods through May 31, 2014, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about the Registrant’s ability to continue as a going concern.

During the Company’s two most recent fiscal years, and the interim periods through the date of dismissal, there were no disagreements with Anton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Anton, would have caused them to make reference thereto in their reports on the financial statements for such years.  During the year ended August 31, 2013 and for the interim periods through May 31, 2014, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

During the Company’s two most recent fiscal years, through the interim periods and up through the date of engagement, the Company did consult Tingle with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed (ii) the type of auditor opinion that might be rendered on the Company’s financial statements; or (iii) any matter that was either the subject or a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or an event of the type described in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Anton a copy of the foregoing disclosures and requested Anton to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made therein. A copy of that letter dated October 15, 2014, furnished by Anton is filed as Exhibit 16.1 to our Amended Current Report on Form 8-K/A that we filed with the SEC on October 15, 2014.

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ITEM 6.  EXHIBITS

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

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