UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended November 30, 2015

 

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

 

For the transition period from ______ to _______

 

Commission File Number: 333-178788

 

 

IFAN Financial, Inc.

(Name of small business issuer in its charter)

 

Nevada		33-1222494
(State of incorporation)		(I.R.S. Employer Identification No.)

 

3517 Camino Del Rio South, Suite 407,

San Diego, CA, 92108

(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.

 

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ] (Do not check if a smaller reporting company)	Smaller reporting company	[X]

 

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 11, 2016, there were 89,646,245 shares of the registrant’s $0.001 par value common stock issued and outstanding.

 

 

 

IFAN Financial, Inc.

 

TABLE OF CONTENTS

 

		Page
PART I. FINANCIAL INFORMATION
ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS	4
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 4.	CONTROLS AND PROCEDURES	18
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	19
ITEM 1A.	RISK FACTORS	19
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4.	MINE SAFETY DISCLOSURES	19
ITEM 5.	OTHER INFORMATION	19
ITEM 6.	EXHIBITS	20

 

 

Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of IFAN Financial, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words “we,”“IFAN,” “our,” “us,” the “Company,” refers to IFAN Financial, Inc.

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

 

IFAN Financial, Inc.

 

As of and for the three months ended November 30, 2015

(Unaudited)

 

Financial Statement Index  

 

Consolidated Balance Sheets (unaudited)	5
Consolidated Statements of Operations (unaudited)	6
Consolidated Statements of Cash Flows (unaudited)	7
Notes to the Consolidated Financial Statements (unaudited)	8

 

 

IFAN Financial, Inc.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		November 30, 2015				August 31, 2015
CURRENT ASSETS
Cash		$	90,381			$	137,846
Prepaid expense			-				8,761
TOTAL CURRENT ASSETS			90,381				146,607
Fixed assets, net			-				2,002
Software assets, net			4,472,747				4,766,764
Note receivable			100,000				100,000
Other assets, net			6,811				5,315
TOTAL ASSETS		$	4,669,939			$	5,020,688
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities		$	80,546			$	55,015
Accrued liabilities in dispute - Mobicash			379,135				379,135
Due to related party			354,636				282,436
Short term notes payable, net of discount of $46,241 and $79,121, respectively			508,759				475,879
Convertible notes payable, net of discount of $253,753 and $0, respectively			21,247				-
Derivative liabilities			590,085				-
Common stock payable			254,550				254,550
TOTAL CURRENT LIABILITIES			2,188,958				1,447,015
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 961,858 issued and outstanding			962				962
Common stock, $0.001 par value, 800,000,000 shares authorized, 88,896,245 and 84,486,774 shares issued and outstanding, respectively			88,896				84,487
Additional paid-in capital			6,291,974				5,948,213
Accumulated deficit			(3,900,851	)			(2,459,989	)
TOTAL STOCKHOLDERS’ EQUITY			2,480,981				3,573,673
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	4,669,939			$	5,020,688

 

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

 

 

IFAN Financial, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three months				Three months
		ended				ended
		November 30, 2015				November 30, 2014
REVENUE
Revenues		$	-			$	-
OPERATING EXPENSES
Research and development			114,624				103,342
Selling, general and administrative			619,806				25
Software amortization			294,017				-
Amortization of license agreement			-				8,000
Impairment expense			-				164,521
Total operating expenses			1,028,447				275,888
Change in fair value of derivative liabilities			346,585				-
Interest expense			67,328				-
Interest income			(1,498	)			-
NET LOSS		$	(1,440,862	)		$	(275,888	)
BASIC AND DILUTED NET LOSS PER COMMON SHARE		$	(0.02	)		$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND DILUTED			86,816,674				79,960,020

 

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

 

 

IFAN Financial, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Three months				Three months
		ended				ended
		November 30, 2015				November 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(1,440,862	)		$	(275,888	)
Adjustments to reconcile net income loss to net cash used in operating activities:
Stock-based compensation			348,170				-
Depreciation expense			2,002				1,188
Amortization of software			294,017				-
Amortization of license agreement			-				8,000
Impairment expense			-				164,521
Change in fair value of derivative liabilities			346,585				-
Amortization of debt discount			54,127				-
Change in operating assets and liabilities:
Prepaid expense			8,761				30,000
Other assets			(1,496	)			-
Accounts payable and accrued expenses			25,531				1,900
NET CASH USED IN OPERATING ACTIVITIES			(363,165	)			(70,279	)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for license			-				(10,000	)
NET CASH USED IN INVESTING ACTIVITIES			-				(10,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock			-				34,100
Proceeds from related party payable			72,200				64,120
Proceeds from convertible notes payable			243,500				-
NET CASH PROVIDED BY FINANCING ACTIVITIES			315,700				98,220
NET INCREASE (DECREASE) IN CASH			(47,465	)			17,941
CASH, BEGINNING OF PERIOD			137,846				-
CASH, END OF PERIOD		$	90,381			$	17,941
Cash paid for:
Interest		$	-			$	-
Income taxes		$	-			$	-
NONCASH FINANCING AND INVESTING ACTIVITIES:
Original issue discount on convertible debt		$	31,500			$	-
Original issue discount due to embedded derivative liabilities on convertible debt		$	243,500			$	-
Preferred stock issued for acquisition of Mobicash		$	-			$	4,330,060

 

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

 

 

IFAN Financial, Inc.

Notes to the consolidated financial statements

(Unaudited)

 

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 which consisted primarily of proprietary software code.

 

The Company and its wholly owned subsidiaries, iPIN Technologies, Inc. and Mobicash America, Inc., design, develop and distribute software that enhances and enable payments. Based in San Diego, the Company has a growing portfolio of solutions including a mobile optimized FDIC insured platform with the ability to facilitate on-demand payments, autopay, proximity payments and marketing, and a proprietary linked debit card. Our Platform additionally has ‘white label’ enterprise capabilities allowing for more opportunities. We will additionally deploy a prepaid card program and facilitate off Platform merchant services we call IFAN FinTech. We are positioned to transact nearly all merchant payment needs including mobile, e-commerce, merchant processing, split-funding, ACH, and EMV.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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

 

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.

 

Basic and Diluted 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 quarters ended November 30, 2015 and 2014, respectively, diluted loss excludes all potential common shares from diluted loss per share. At November 30, 2015 and 2014, the Company had the following potentially issuable shares:

 

		November 30, 2015				November 30, 2014
Convertible preferred stock			673,300,600				673,300,600
Convertible debt			3,966,346				-
Warrants			1,675,926				-
Total			678,942,872				673,300,600

 

 

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.

 

Fixed Assets

 

Computers and equipment are stated at cost and depreciated using the straight-line method over the two-year estimated useful lives of the assets.

 

Software

 

The estimated useful life of software costs capitalized is four years and was placed into service on September 1, 2015.

 

Derivative Liabilities

 

The Company follows Financial Accounting Standards Board, Derivatives and Hedging ASC 815-40, which limits the extent to which the conversion or exercise price of an instrument can be adjusted for subsequent transactions. The Company utilizes a two-step process to determine whether an instrument is indexed to its stock: (a) evaluate the instrument’s contingent exercise provisions, if any and (b) evaluate the instrument’s settlement provisions. If it is determined the instrument is not indexed to the Company’s stock, the instrument is recognized as a derivative at issuance and is measured at fair value at each reporting period and the change is recorded in earnings.

 

Stock-Based Compensation

 

The Company measures stock-based compensation cost at the grant date based on the fair value of the award and recognizes it as expense, over the vesting or service period, as applicable, of the stock award using the straight-line method.

 

Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.

 

Fair Value Measurements

 

As defined in FASB ASC Topic No. 820 – 10, fair value is the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC Topic No. 820 – 10 requires disclosure that establishes a framework for measuring fair value and expands disclosure about fair value measurements. The statement requires fair value measurements be classified and disclosed in one of the following categories:

 

Level 1:	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2:	Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. This category includes those derivative instruments that the Company values using observable market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instruments, can be derived from observable data, or supported by observable levels at which transactions are executed in the marketplace.

 

 

Level 3:

Measured based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable from objective sources (i.e. supported by little or no market activity). The Company’s valuation models are primarily industry standard models. Level 3 instruments include derivative warrant instruments. The Company does not have sufficient corroborating evidence to support classifying these assets and liabilities as Level 1 or Level 2.

 

As required by FASB ASC Topic No. 820 – 10, financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

 

Subsequent Events

 

The Company has evaluated all transactions from November 30, 2015 through the financial statement issuance date for disclosure consideration.

 

Recently Issued Accounting Pronouncements

 

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on the Company´s consolidated financial position, results of operations or cash flows.

 

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 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 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 OF MOBICASH

 

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 at their respective fair values at the date of acquisition. The amounts related to the acquisition were allocated to the assets acquired and the liabilities assumed on the date of acquisition as follows:

 

		October 3, 2014
Total consideration paid		$	4,330,060
Software assets			4,704,264
Fixed assets			4,774
Total assets acquired			4,709,038
Accounts payable and accrued liabilities			373,978
Note payable			5,000
Total liabilities assumed			378,978

 

The Company evaluated the investment in the software assets acquired in the Mobicash acquisition for recoverability at November 30, 2015 and concluded that no impairment was necessary.

 

NOTE 5 – NOTE RECEIVABLE

 

During July 2015, the Company purchased a $100,000 convertible promissory note from a third party (the “Investee”). The note bears interest at 6% per annum. All unpaid interest and principal shall be due and payable to the Company on or after May 29, 2017. In the event the Investee issues or sells shares of its equity securities to investors on or before May 29, 2017 with total proceeds of not less than $2,000,000 (excluding the conversion of notes), then the Company’s $100,000 note receivable and any unpaid accrued interest shall automatically convert into such equity securities of the Investee at a conversion price as defined in the convertible promissory note agreement. During the three months ended November 30, 2015, the Company recorded interest income of $1,498 on this note receivable.

 

NOTE 6 – INVESTMENT

 

During the three months ended August 31, 2014, the Company received 1,000,000 shares of common stock in IPIN Debit Network, Inc., which the Company recorded as an investment of $164,521. During the three months ended November 30, 2014, the Company fully impaired this investment.

 

NOTE 7 – 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:

 

		November 30, 2015				August 31, 2015
Computer and Equipment		$	4,774			$	4,774
Less accumulated depreciation			(4,774	)			(2,772	)
Total		$	-			$	2,002

 

The Company recorded depreciation expense of $2,002 and $1,188 during the three months ending November 30, 2015 and 2014, respectively.

 

NOTE 8 – SOFTWARE ASSETS

 

Software assets consist of the following:

 

		November 30, 2015				August 31, 2015
Software assets		$	4,766,764			$	4,766,764
Less accumulated depreciation			(294,017	)			-
Total		$	4,472,747			$	4,766,764

 

The Company recorded software amortization expense of $294,017 and $0 during the three months ending November 30, 2015 and 2014, respectively.

 

 

NOTE 9 – NOTES PAYABLE

 

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

 

Secured Promissory Note Agreement

 

On May 28, 2015, the Company and SBI Investments, LLC (“SBII”), completed a financing transaction that consisted of a Securities Purchase Agreement (the “SPA”), Two Secured Promissory Notes (the “Notes”), Stock Pledge Agreement (the “Pledge”), and Warrant Agreement, pursuant to which SBII agreed to loan the Company an aggregate of $550,000. The first note for $275,000 was issued by the Company on May 28, 2015 pursuant to the SPA and is due and payable on May 28, 2016 and accrues interest at 10% per annum payable at three, six and nine months from the issuance date. The second note for $275,000 was issued on July 15, 2015 and payable on May 28, 2016, and accrues interest at 10% per annum payable at three, six and nine months from the issuance date. Pursuant to the Pledge, the Company’s CEO and CFO pledged 11,000,000 shares in the aggregate of their restricted common stock to guarantee payment of the Notes issued pursuant to the SPA.

 

In connection with the issuance of the $550,000 of notes payable, the Company received cash proceeds of $482,500 and recorded a debt discount of $67,500 for the difference between the face value of the note and the cash proceeds. The Company also issued the lender 500,000 warrants in connection with the issuance of this debt with an exercise price of $0.50 per share and a term of 3 years. The Company determined the relative fair value of the warrants as of their issuance date using the following inputs; 3-year term; 141% - 145% volatility; 1% risk free rate; $0 dividends and determined the fair value was $27,636, which the Company recorded as debt discount.

 

During the three months ended November 30, 2015, the Company recorded debt discount amortization of $32,880.

 

NOTE 10 – CONVERTIBLE NOTES PAYABLE

 

During October 2015, the Company entered into an agreement with a third party whereby the Company received net cash proceeds of $243,500 in exchange for issuing two notes including a $165,000 convertible note payable bearing interest at 8% and a $110,000 convertible note payable bearing interest at 8% each due one year from the date of issuance. The notes payable are convertible at a rate of 80% of the average of the lowest 3 trading prices during the 20 trading day period ending on the last complete trading day prior to the conversion. Also, if at any time when the notes are issued and outstanding, the borrower issues or sells any share of common stock for no consideration or for consideration per share which is less than the conversion price in effect on the date of such issuance. The conversion price will be reduced to the amount of the consideration per share received by the borrower in such dilutive issuance.

 

The number of shares of common stock to be issued upon conversion shall be determined by dividing the conversion amount by the applicable conversion price. The conversion amount means the principal amount of the convertible note and, at the lender´s option, accrued and unpaid interest, default interest, and any other amounts owed to the lender pursuant to the terms of these convertible notes.

 

The conversion price of the convertible notes is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The fair value of the conversion feature on the convertible notes was recognized as a derivative instrument at issuance and is measured at fair value at each reporting period.

 

As the fair value of the derivative liabilities exceeded the carrying value of the convertible notes payable, the Company recorded a $275,000 original issue discount on the convertible notes. See Note 11.

 

The Company also issued the lender 250,000 warrants in connection with the issuance of the convertible notes. See Note 12.

 

See detail summary below for carrying value of convertible notes payable as of November 30, 2015.

 

Face value of debt upon issuance of convertible notes		$	275,000
Less: Original issue discount			(275,000	)
Carrying value at issuance			-
Amortization of debt discount			21,247
Carrying value at November 30, 2015		$	21,247

 

 

NOTE 11 – EMBEDDED DERIVATIVE LIABILTIES

 

The Company determined that the convertible notes contain an embedded derivative instrument as the conversion price is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 - 40. The fair value of the convertible notes were recognized as derivative instruments at issuance and is measured at fair value at each reporting period. The Company determined that the initial valuation of the derivative liabilities was $322,825 (of which $243,500 was recorded to original issue discount and $79,325 was recorded to the increase in fair value of derivative liabilities) on the convertible notes.

 

The Company determined the fair values of the embedded derivatives on the grant dates using a black scholes model with the following assumptions:

 

●	Convertible notes payable - stock price on the issuance dates of $0.09-$0.11 per share, term of 1 year, expected volatility of 153%, discount rate of 1.0%-1.3%, expected dividends of 0%.
●	Convertible notes payable - stock price on the measurement date of $0.20 per share, term of 0.90 years, expected volatility of 153%, and a discount rate of 1.2%.

 

Activity for embedded derivative instruments during the three months ended November 30, 2015 was as follows:

 

Initial valuation

of embedded

Increase in

derivative

fair value of

Balance at

instruments

derivative

Balance at

August 31, 2015

issued during the period

liabilities

November 30, 2015

Convertible notes

$

-

$

243,500

$

346,585

$

590,085

 

NOTE 12 – EQUITY

 

Common stock

 

During the three months ended November 30, 2015, the Company issued 4,409,471 shares of common stock for services. The Company recorded stock-based compensation expense of $348,170 based on the grant date fair value of the common stock of the Company on the issuance dates.

 

Equity line of Credit

 

During May 2015, the Company entered into a second Securities Purchase Agreement (the “Equity Line Agreement”) with SBII, pursuant to which the Company may issue and sell to SBII $2,000,000 of the Company’s common stock (the “Shares”) subject to a registration rights agreement. The aggregate maximum amount of all purchases that SBII shall be obligated to make under the Equity Line Agreement shall not exceed $2,000,000. The purchase price for the Shares to be paid by SBII shall be eighty percent (80%) of the average of the three (3) lowest closing daily prices of the Company’s common stock during the five (5) consecutive trading days prior to the date of the draw down notice from the Company to SBII or eighty five percent (85%) of the price on the fifth trading day of the draw down pricing period.

 

The Company did not sell any shares pursuant to the Equity Line Agreement during the three months ended November 30, 2015.

 

 

Preferred stock

 

During the three months ended November 30, 2014, the Company issued 61,858 shares of Series A preferred stock convertible into common stock of the Company as consideration for the acquisition of Mobicash. See Note 4.

 

Warrants

 

Pursuant to the issuance of convertible notes during the three months ended November 30, 2015, the Company issued warrants to the lender to purchase 250,000 shares of the Company’s common stock with a $0.12 per share exercise price. The warrants expire in October, 2018. The Company determined the fair value of the warrants as of their measurement date using the following inputs; 3-year term; 240% volatility; 1% risk free rate; $0 dividends and determined the fair value was approximately $21,500. The intrinsic value of these warrants as of the issuance date was $7,500.

 

		Number of Warrants				Weighted Average Exercise Price				Aggregate Intrinsic Value				Weighted average remaining contractual life (years)
Outstanding at August 31, 2015			1,425,926			$	0.82				-			$	-
Granted			250,000				0.12			$	7,500				3.0
Exercised			-				-
Expired			-				-
Outstanding and exercisable at November 30, 2015			1,675,926			$	0.72			$	20,000			$	1.2

 

NOTE 13 – FAIR VALUE MEASUREMENTS

 

The following table sets forth, by level within the fair value hierarchy, the Company’s derivative liabilities that were accounted for at fair value on a recurring basis:

 

			Quoted Prices
			In Active		Significant
			Markets for		Other				Significant
			Identical		Observable				Unobservable				Total
			Assets		Inputs				Inputs				Carrying
Description			(Level 1)		(Level 2)				(Level 3)				Value
As of November 30, 2015		$	-		$	-			$	590,085			$	590,085
As of August 31, 2015		$	-		$	-			$	-			$	-

 

The following table sets forth a reconciliation of changes in the fair value of financial assets classified as Level 3 in the fair value hierarchy:

 

		Significant Unobservable Inputs (Level 3)
		Three months Ended November 30,
		2015				2014
Beginning balance		$	-			$	164,521
Impairment expense			-				(164,521	)
Additions			243,500				-
Change in fair value of derivative liabilities			346,585				-
Ending balance		$	590,085			$	-

 

 

NOTE 14 – RELATED PARTY TRANSACTIONS

 

As of November 30, 2015 and August 31, 2015, the Company had related party notes payable of $354,636 and $282,436, respectively, related to services provided to the Company that are non-interest bearing with no specific repayment terms. As of November 30, 2015, there were loans payable to two officers for $212,248 and $142,388, respectively. As of August 31, 2015, there were loans payable to two officers for $176,248 and $106,188, respectively.

 

NOTE 15 – COMMITMENTS AND CONTINGENCIES

 

In September 2015, the Company began legal proceedings against certain former officers, owners and shareholders of Mobicash, in connection with the acquisition of Mobicash by the Company. It is the Company’s contention that the officers and owners of Mobicash misrepresented the state of the Mobicash assets and products, as well as participated in manipulative and inappropriate accounting procedures. The former management has claimed approximately $379,000 of compensation and other expenses that were not disclosed to the Company as of the date of acquisition. Accordingly, the Company has recorded these claims in the accompanying financial statements as a contingency pending resolution of the dispute. Following is a summary of the claims recorded as accrued liabilities by the Company in the consolidated balance sheet. It is not possible at this time to predict the timing or outcome of this dispute.

 

		November 30, 2015				August 31, 2015
Accounts payable and accrued liabilities		$	110,463			$	110,463
Accrued salaries and payroll taxes			233,163				233,163
Advances			35,509				35,509
Total		$	379,135			$	379,135

 

The Company also assumed a $5,000 note payable in connection with the acquisition of Mobicash, which the Company recorded as short-term notes payable. See Note 9.

 

NOTE 16 – SUBSEQUENT EVENTS

 

During December 2015, the Company issued an executive 750,000 shares of the Company’s common stock. The Company recorded stock-based compensation expense of $120,000 based on the grant date fair value of the common stock.

 

During December 2015, the Company entered into an agreement with a third party whereby the Company borrowed $100,000 in exchange for a $100,000 convertible note payable bearing interest at 12% due in September 2016. The note payable is convertible at the lower of 1) a rate of 43% of the lowest trading price during the 20 trading day period ending on the last complete trading day prior to the conversion; or 2) at a rate of 43% discount to the lowest trading price during the 20 days before the execution of this note. Also, if the Company issues common stock equivalents for a conversion price equal to or less than the conversion price in effect for this note, then the applicable conversion price for this note for each such issuance shall be reduced to the lower of the conversion price, or a 25% discount to the conversion price as defined in the agreement. The fair value of the conversion feature will be recognized as a derivative instrument at the issuance date and is measured at fair value at each reporting period.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

 

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 Quarter Ended November 30, 2015 Compared to the Quarter Ended November 30, 2014

 

Revenues:

 

The Company’s revenues were $0 for the quarter ended November 30, 2015 compared to $0 in 2014.

 

Expenses:

 

General and administrative expenses for the quarters ended November 30, 2015 and 2014 were $619,806 and $25, respectively. General and administrative expenses consisted primarily of stock-based compensation, consulting fees, professional fees, management fees, office expenses and preparing reports and SEC filings relating to being a public company. The increase was primarily attributable to increased corporate activity as a result of the acquisition of Mobicash and stock-based compensation. The Company incurred $114,624 and $103,342 of research and development expense during the three months ended November 30, 2015 and 2014, respectively. During the three months ended November 30, 2015, the Company recorded software amortization expenses of $294,017. The Company also recorded interest expense of $67,328 and a loss on change in fair value of derivative liabilities of $346,585 during the three months ended November 30, 2015.

 

Net Loss:

 

Net loss for the quarter ended November 30, 2015 was $1,440,862 compared with a net loss of $275,888 for the quarter ended November 30, 2014. The increased net loss is largely due to cost related to higher general and administrative expenses, software amortization expense and change in fair value of derivative liabilities.

 

Impact of Inflation

 

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

 

Liquidity and Capital Resources

 

Working Capital

 

		November 30, 2015				August 31, 2015
		$				$
Current Assets			90,381				146,607
Current Liabilities			2,188,958				1,447,015
Working Capital Deficit			(2,098,577	)			(1,300,408	)

 

 

The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. Since its inception, the Company has been funded by related parties through capital investment and borrowing funds.

 

As of November 30, 2015, total current assets were $90,381.

 

As of November 30, 2015, total current liabilities were $2,188,958, which consisted of notes payable, convertible notes payable, accrued expenses and accounts payable, related party payables, common stock payable and derivative liabilities. We had negative net working capital of $2,098,577 as of November 30, 2015.

 

Cash Flows

 

		Three Months Ended
		November 30, 2015				November 30, 2014
Cash flows used in operating activities		$	(363,165	)		$	(70,279	)
Cash flows used in investing activities			-				(10,000	)
Cash Flows provided by financing activities			315,700				98,220
Net increase (decrease) in cash during period		$	(47,465	)		$	17,941

 

Cash flows from Operating Activities

 

During the three months ended November 30, 2015, cash used in operating activities was $363,165 compared to $70,279 for the three months ended November 30, 2014. The increase in the amounts of cash used for operating activities was primarily due to higher operating costs incurred by the Company.

 

Cash flows from Investing Activities

 

During the three months ended November 30, 2015 cash used in investing activities was $0 compared to $10,000 for the payment of a license during the three months ended November 30, 2014.

 

Cash flows from Financing Activities

 

During the three months ended November 30, 2015, cash provided by financing activities was $315,700 compared to $98,220 for the three months ended November 30, 2014. The increase in cash provided by financing activities during the three months ended November 30, 2015 is largely due to receiving proceeds from the sale of convertible notes.

 

Quarterly Events

 

On November 16, 2015, Mr. Jason Aplin was appointed to the Company’s Board of Directors and as the Company’s Vice President and Director of Sales. Please find Mr. Aplin’s bio below:

 

Jason Aplin, Age 46: Jason has 20 years of experience in the ecommerce industry. Mr. Aplin was the Managing Partner of W3 Edge from June 2010 until December 2011, where he directed American operations for the company. In January 2008, Mr. Aplin founded Obsidian, LLC a consultant company that specialized in social media marketing and content marketing, until December 2012, when he decided to found Tilde, LLC, and is still currently its CEO. Mr. Aplin founded Tilde because he wanted to focus on a manner in which brands could leverage the power of social media and multisite management, which was an area he thought, was not being serviced by the publishing industry. Mr. Aplin is currently the Chief Solutions Architect at Netclearance Systems where he is in charge of delivering enterprise solutions for the global needs of a cashless society and smart beacon enabled world since April 2015. Through Mr. Aplin’s experience in the ecommerce industry he has worked with strategists, agencies and brands on how to leverage technology to create engagement, collaboration, brand advocacy, and communities. Some of the brands that Mr. Aplin has worked on include: American Express, AOL, Coca Cola, Edelman, E.W. Scripps, The Indianapolis Colts, Microsoft, Sony, and others. For these reasons the Company thought that it would be of great benefit to appoint Mr. Aplin as our Vice President, a Director of the Company, and as our Director of Sales.

 

 

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, 2015 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 Annual Report on Form 10-K as filed with the SEC on December 15, 2015, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

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.

 

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.

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

In September of 2015, the Company began legal proceedings against certain former officers, owners and shareholders of Mobicash, in connection with the acquisition of Mobicash by the Company. It is not possible at this time to predict the timing or outcome of this dispute. It is the Company’s contention that the officers and owners of Mobicash misrepresented the state of the Mobicash assets and products, as well as participated in manipulative and inappropriate accounting procedures. The former management claimed approximately $379,000 of compensation and other expenses that was not disclosed to the Company as of the date of acquisition. The Company does not believe it owes these liabilities. However, as of November 30, 2015 the Company has recorded these obligations as a contingency.

 

Other than the foregoing, as of the date of this report 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.

 

In addition to the other information set forth in this Report, you should carefully consider the factors discussed in Part I, Item 1A., “Risk Factors” in our Annual Report on Form 10-K, for the fiscal year ended August 31, 2015. The information set forth in these Reports could materially affect the Company’s business, financial position and results of operations. There are no material changes from the risk factors set forth in Part I, Item 1A, “Risk Factors,” of our Annual Report on Forms 10-K for the fiscal year ended August 31, 2015.

 

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

 

Quarterly Issuances:

 

During the three months ended November 30, 2015, the Company issued 3,659,471 shares of common stock for services. The Company recorded stock-based compensation expense of $265,670 based on the grant date fair value of the common stock of the Company on the issuance dates.

 

We claim an exemption from registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “Act”) since the foregoing issuance did not involve a public offering, the recipient took the securities for investment and not resale, the recipient took securities in exchange for other securities already held in the Company, we took appropriate measures to restrict transfer, and the recipient had access to similar documentation and information as would be required in a Registration Statement under the Act. No underwriters or agents were involved in the foregoing issuance and the Company paid no underwriting discounts or commissions

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

On December 28, 2015, the Company executed an Unsecured Promissory Note (the “JSJ Note”) to JSJ Investments, Inc. (“JSJ Investment”). Under the terms of the JSJ Note, the Company has borrowed a total of $100,000.00 from JSJ Investment, which accrues interest at an annual rate of 12% and matures on September 28, 2016. The JSJ Note also contains customary events of default.

 

 

ITEM 6. EXHIBITS

 

Exhibit Number		Description of Exhibit		Filing Date
2.01		Share Exchange Agreement by and between the Company and Mobicash America, Inc., dated June 6, 2014		Filed with the SEC on October 6, 2014 as part of our Current Report on Form 8-K.
3.1		Articles of Incorporation		Filed with the SEC on December 27, 2011 as part of our Registration of Securities on Form S-1.
3.1(a)		Amended and Restated Articles of Incorporation		Filed with the SEC on May 12, 2014 as part of our Current Report on Form 8-K.
3.2		Bylaws		Filed with the SEC on December 27, 2011 as part of our Registration of Securities on Form S-1.
3.3		Certificate of Designation		Filed with the SEC on May 12, 2014 as part of our Current Report on Form 8-K.
4.01		2015 Equity Compensation Plan.		Filed with the SEC on February 5, 2015 as part of our Form S-8 Registration.
4.02		Form of Registration Rights Agreement.		Filed with the SEC on June 2, 2015 as part of our Current Report on Form 8-K.
10.01		License Agreement by and between the Company and IPIN Debit Network Inc., dated May 15, 2014		Filed with the SEC on May 21, 2014, as part of our Current Report on Form 8-K.
10.02		Share Exchange Agreement by and between the Company and Mobicash America, Inc. D/B/A Quidme, dated June 6, 2014		Filed with the SEC on July 21, 2014, as part of our Quarterly Report on Form 10-Q.
10.03		Amended Share Exchange Agreement by and between the Company and Mobicash America, Inc. D/B/A Quidme, dated October 3, 2014		Filed with the SEC on October 6, 2014, as part of our Current Report on Form 8-K.
10.04		Form of Subscription Agreement		Filed with the SEC on December 2, 2014, as part of our Current Report on Form 8-K.
10.05		Form of Warrant Agreement		Filed with the SEC on December 2, 2014, as part of our Current Report on Form 8-K.
10.06		Form of Secured Promissory Note.		Filed with the SEC on June 2, 2015, as part of our Current Report on Form 8-K.
10.07		Form of Stock Pledge Agreement.		Filed with the SEC on June 2, 2015, as part of our Current Report on Form 8-K.
10.08		Form of Warrant Agreement.		Filed with the SEC on June 2, 2015, as part of our Current Report on Form 8-K..
10.09		Form of Equity Line of Credit.		Filed with the SEC on June 2, 2015, as part of our Current Report on Form 8-K..
16.01		Responsive Letter from Anton & Chia, LLP		Filed with the SEC on October 15, 2014 as part of our Amended Current Report on Form 8-K/A.
16.02		Responsive Letter from Kyle L. Tingle.		Filed with the SEC on May 1, 2015, as part of our Amended Current Report on Form 8-K/A.
21.01		List of Subsidiaries		Filed with the SEC on October 6, 2014, as part of our Current Report on Form 8-K.
31.01		Certification of Principal Executive Officer Pursuant to Rule 13a-14		Filed herewith.
31.02		Certification of Principal Financial Officer Pursuant to Rule 13a-14		Filed herewith.
32.01		Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act		Filed herewith.
32.02		Certification of CFO Pursuant to Section 906 of the Sarbanes-Oxley Act		Filed herewith.
101.INS*		XBRL Instance Document		Filed herewith.
101.SCH*		XBRL Taxonomy Extension Schema Document		Filed herewith.
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document		Filed herewith.
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document		Filed herewith.
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document		Filed herewith.
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document		Filed herewith.

  

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

  

 

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.

 

	IFAN Financial, Inc.
Dated: January 20, 2016	/s/ J. Christopher Mizer
	J. Christopher Mizer
	Its: President and Chief Executive Officer
	/s/ Steve Scholl
Dated: January 20, 2016	Steve Scholl
	Its: Chief Financial Officer, Treasurer and Secretary

 

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.

 

Dated: January 20, 2016	/s/ J. Christopher Mizer
	By: J. Christopher Mizer
	Its: Director
Dated: January 20, 2016	/s/ Steve Scholl
	By: Steve Scholl
	Its: Director
Dated: January 20, 2016	/a/ John C. De Puy
	By: John C. De Puy
	Its: Director
Dated: January 20, 2016	/a/ Jason Aplin
	By: Jason Aplin
	Its: Director