UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q /A
Amendment No. 1
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| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the quarterly period ended: June 30, 2012 | |
| or | |
| o | 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: 000-28457
RedFin Network, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 86-0955239 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1500 West Cypress Creek Road Suite 411 Ft. Lauderdale, Florida | 33309 |
| (Address of principal executive offices) | (Zip Code) |
(954) 769-1335
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
| x | Yes | o | No |
| Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (subsection 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). |
| x | Yes | o | No |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. |
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). | o | Yes | x | No |
| The number of outstanding shares of the issuer’s common stock, $0.001 par value, as of August 8, 2012 was 87,415,428. |
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EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-Q/A to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the “Form 10-Q”), which was originally filed with the Securities and Exchange Commission on August 9, 2012, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report furnishes the following items from the Form 10-Q formatted in eXtensible Business Reporting Language (XBRL): (i) the unaudited Consolidated Balance Sheets as of June 30, 2012 and audited Consolidated Balance Sheets as of December 31, 2011, (ii) the unaudited Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2012 and 2011, (iii) the unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011, and (iv) the unaudited Notes to Consolidated Financial Statements.
No other changes have been made to the Form 10-Q. This Amendment does not reflect events that have occurred after the August 9, 2012 filing date of the Form 10-Q, or modify or update the disclosures presented therein, except to reflect the amendment described above.
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| Item 6. | Exhibits. |
| Exhibit No. | Description |
10.30 | Schultz $10,000 Promissory Note dated June 26, 2012 * |
10.31 | Asher Enterprises, Inc. – $53,000 Convertible Promissory Note (Note #10) dated May 10,2012 * |
10.32 | Asher Enterprises, Inc. - $27,500 Convertible Promissory Note (Note #11) dated July 27 2012 * |
31.1 | Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer * |
31.2 | Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer * |
32.1 | Section 1350 certification of Chief Executive Officer * |
32.2 | Section 1350 certification of Chief Financial Officer * |
101.INS | XBRL Instance Document** |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase ** |
| �� | |
101.LAE | XBRL Taxonomy Extension Label Linkbase ** |
101.DEF | XBRL Taxonomy Extension Definition Linkbase ** |
101.SCH | XBRL Taxonomy Extension Schema ** |
* Previously filed.
** Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| REDFIN NETWORK, INC. | ||
| Date: August 13, 2012 | By: | /s/ Jeffrey L. Schultz |
| Jeffrey L. Schultz | ||
| Title: President, CEO, principal executive officer | ||
| Date: August 13, 2012 | By: | /s/ Michael Fasci |
| Michael Fasci | ||
| Title: Chief Financial Officer, principal financial officer | ||
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