UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-K-A

 

 

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2013

 

Redfield Ventures Inc

(Exact name of Registrant as specified in its charter)

 

 

Nevada		333-183502		45-4380591
(State or jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

244 Fifth Ave Ste #1563

New York, NY 10001

(212) 726-2184

www.redfieldventures.com

 

 

Securities registered pursuant to Section 12(b) of the Act:

None

(Title of class)

 

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨   No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨   No x

 

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

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

 

Large accelerated filer ¨   Accelerated filer ¨   Non-accelerated filer ¨   Smaller reporting company x

 

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

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There are 29,500,000 common shares issued and outstanding as of December 31, 2013.

 

 

EXPLANATORY NOTE

 

 

Note, this Amendment is filed in order to clarify certain notes and descriptive references made in the original filing, no accounting or financials have been altered or changed herein.     

   

 

 

 

 

 

 

 

 

 

 

 

FORM 10-K CROSS REFERENCE INDEX

 

				PAGE
PART I
	Item 1.	Business			3
	Item 1A.	Risk Factors			6
	Item 1B.	Unresolved Staff Comments			8
	Item 2.	Properties			8
	Item 3.	Legal Proceedings			8
	Item 4.	Submission of Matters to a Vote of Security Holders			8
PART II
	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			9
	Item 6.	Selected Financial Data			10
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations			10
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk			11
	Item 8.	Financial Statements and Supplementary Data			12
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			12
	Item 9A.	Controls and Procedures			12
	Item 9B.	Other Information			13
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance			13
	Item 11.	Executive Compensation			16
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			18
	Item 13.	Certain Relationships, Related Transactions and Director Independence			19
	Item 14.	Principal Accounting Fees and Services			19
PART IV
	Item 15.	Exhibits and Financial Statement Schedules			20

 

 

 

FORWARD-LOOKING STATEMENTS

 

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

 

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

 

●	increases in interest rates or our cost of borrowing or a default under any material debt agreements;
●	the unavailability of funds for capital expenditures.

 

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Factors That May Affect Our Plan of Operation” in this document.

 

In this filing references to “Company,” “we,” “our,” and/or “us,” refers to Redfield Ventures, Inc.

 

PART I

 

ITEM 1.

DESCRIPTION OF BUSINESS.

 

(a)  General Business Development

 

Redfield Ventures, Inc. (hereinafter RFIE) is a development stage company incorporated in the State of Nevada on January 27, 2012.

 

As of December 31, 2013, 200,000,000 shares of common stock were authorized at $0.001 par value. As of December 31, 2013 there were 29,500,000 shares of common stock issued and outstanding. There have been no other sales or issuance of any securities in the fiscal year ending December 31, 2013, for RFIE.

 

Our President and CEO Mr. Long Nguyen is the holder of 20,000,000 shares of outstanding common stock or approximately 67.8% of the issued and outstanding shares of common stock as consideration for his expertise and his business concept of establishing RFIE, and his serving on the Board of Directors, and assuming the liability of being an officer and director of a reporting Company.

 

Redfield Ventures, Inc. was established as a marketing research service provider and is currently looking for merger and acquisition opportunities. At this time, RFIE’s general plan of operation is to provide marketing research services to small and medium-sized enterprises (“SMEs”) which seeks to enhance their marketing management strategies so as to strengthen and enhance business growth and development. RFIE offers value added services of collaborative networking opportunities to through its website deal flow services where projects and business opportunities are listed and made available to new and existing clients. Since our inception, we have not engaged in significant operations, nor have we had any revenues.

 

 

 

The fiscal year ending December 31, 2013 continued to be a challenging environment for the global business in general with most nations going through economic struggles, and participants in the markets have substantially curtailed investments in business expansions which affects the marketing research services industry. As a result, we face substantial liquidity and going concern risk in the near-term.

 

For the year ending December 31, 2013 we incurred a net loss of $61,298 since inception on January 27, 2012. With an accumulated deficit at the end of December 31, 2013 of $61,298, our auditor has indicated that there is substantial doubt about our ability to continue as a going concern. Furthermore, we have not generated any revenues for the year ended December 31, 2013.

 

(b)  Our Business

 

Redfield Ventures, Inc. is currently operating as a marketing research services provider and services covered include product research, consumer research, packaging research, and pricing research. Marketing research services are widely used by manufacturers, exporters, distributors and service organizations and our services also include collection of information about competitors so that companies can use this information in decision making as well as to fight competition.  Our mission at this time is to become an established marketing research service provider and the primary objective of our marketing research services is to assist companies in developing production and marketing policies such as introducing new products in the market or to identify new markets.

 

There are thousands of small to medium-size enterprises in the market and most of which had successfully developed beyond its critical start-up stages in its business life cycle but yet, they have not achieved the momentum needed to scale beyond their initial market base or their target niche market. Often, these companies would have developed marketing strategies or advertising initiatives but lack the kind of market insight and/or the research knowledge and information necessary to execute an effective market growth and penetration strategy. Market growth and penetration initiatives within these companies are usually drawn behind due to numerous factors such as mis-aligned market strategies or lacking marketing research and competitor intelligence. Hence, our goal has been to assist such innovative SMEs to overcome their impediments towards market growth and development and we plan to achieve this by providing them with quality marketing research services as well as business development opportunities.

 

Market Opportunity

 

The current economic environment has created an opportunity for experienced market research professionals to offer market research and advisory services to those companies that has limited access to market research information. There are multiple factors that we may use as an entry to the market for our services:

 

●

No access to information: Many companies have adopted policies of making it increasingly more difficult for competitors to obtain information. Therefore, the management of companies in such a competitive environment is more willing to retain the services of marketing research firms who can assist with obtaining valuable information.

 

●	Global expansion:  Many companies continue planning for global expansion which allows us to deliver marketing research services on the windows of global expansion into attractive markets.

 

●	Increase in New Businesses:  As a result of automation and computerization, technological reliance has reduced dependencies on skilled and semi-skilled workers and as a result, our marketing research services become useful due to the major shift from employment to own business initiatives.

 

Assuming the consensus surrounding these factors is accurate, the convergence of such factors above may result in substantial increase in the number of clients in the 2014 fiscal year for RFIE.

 

Core Competencies

 

Our core competencies refers to our ability to provide a full service market research services in market research and market development that allow us to quickly convert leads into viable clientele that will yield profits to the Company in the short- to medium-term. We are uniquely positioned to deliver effective market research solutions as well as value added services of marketing development by leveraging on our associates.  This can be summarized in the following five core competencies:

 

RFIE is focused on providing clients the core set of market research information they need in order to become successful or simply to overcome challenges. A client may benefit from our value added services by leveraging on our associates in their market development initiatives so as to achieve a cost effective growth and marketing strategy.

 

The overriding rationale for RFIE in maintaining the core competencies in market research and market development is to continue offering the services and advice until it translates into success for our clients. This success will serve to strengthen our relationship with them and enable us to provide additional services. We intend to use our significant marketing, managerial, and operating experience as well as industry knowledge to assist senior management teams of our client companies in terms of market research and market development.  

 

Employees

 

As of December 31, 2013, we had two employees, Long Nguyen, President and CEO and Khoo Hsiang Hua, Secretary. As the Company’s officer and director, Mr. Nguyen devotes such time as he believes is required to the Company. None of the company’s employees were, nor are they now represented by a collective bargaining arrangement.

 

The Company does not carry key person life insurance on its directors nor employees. The loss of the services of any of its executive officers or other directors could have a material adverse effect on the business, results of operations and financial condition of the Company. The Company's future success also depends on its ability to retain and attract highly qualified technical and managerial personnel.

 

There can be no assurance that the Company will be able to retain its key managerial and technical personnel or that it will be able to attract and retain additional highly qualified technical and managerial personnel in the future. The inability to attract and retain the technical and managerial personnel necessary to support the growth of the Company's business, due to, among other things, a large increase in the wages demanded by such personnel, could have a material adverse effect upon the Company's business, results of operations and financial condition.

 

 

ITEM 1A.

RISK FACTORS.

 

FACTORS THAT MAY AFFECT OUR PLAN OF OPERATION

 

An active trading market in our securities may not develop or, if developed, may not be sustained and you may not be able to sell shares of our common stock

 

Although the shares of our common stock is currently quoted on the Over the Counter Bulletin Board (“OTC Bulletin Board”) and traded under ticker symbol “RFIE”, an active trading market in our securities may not develop or, if developed, may not be sustained and investors may not be able to sell shares of our common stock.

 

We are a development stage company incorporated in January 27, 2012 and we have no operating history, which makes an evaluation of our company extremely difficult.

 

RFIE is a Nevada Corporation established in January 27, 2012. Since inception, we have not generated any revenues from operations and we have been focused on organizational development and administrative activities. Our operating activities during this period consisted primarily of developing contacts for our consulting services as well as the development of our website www.redfieldventures.com. There is no basis at this time to assume that our business operations will prove to be successful or if we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our services, and our ability to attract and maintain key management and employees.

 

Our prospects are subject to the risks and expenses encountered by start-up companies and in our case we are establishing a business as firm offering market research services. These risks include but not limited to unpredictable business environment, difficulty of managing growth and the effectiveness of our business model. To address these risks, we need to work on the following:-

 

●	expand our website visitors and customer base;
●	enhance our name recognition;
●	expand our service offerings;
●	successfully implement our business and marketing strategy;
●	provide superior customer service;
●	respond effectively service enquiries; and
●	attract and retain qualified personnel.

 

However, our limited operating history makes it difficult or impossible to forecast future results of our operations. We may not establish a client base that will make us profitable and we might suffer losses resulting in the loss of some or all of your investment in our common stock.

 

 

Our competitors may be larger with more resources than we do, and may be able to provide a wider array of services than we are able to due to our size.

 

RFIE faces competition from larger and established firms with significantly more resources than we do.  Our competitors are established and recognized market research firms with branches and local representative offices at major cities around the world. Our competitors are able to provide cross border market research services and they may be able to provider a wider array of services all over the globe than we are able to due to our size.

 

Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions. These marketability restrictions may prevent you from liquidating your stock, thus causing a loss of your investment.

 

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

 

●	Deliver to the customer, and obtain a written receipt for, a disclosure document;
●	Disclose certain price information about the stock;
●	Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
●	Send monthly statements to customers with market and price information about the penny stock; and
●	In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

 

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

 

 

 

AVAILABLE INFORMATION

 

Our annual report on Form 10-K as well as other reports required to be filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission (SEC) through the SEC's Electronic Data Gathering Analysis and Retrieval System which is publicly available through the SEC's website (www.sec.gov). The public may also read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS

 

RFIE is not a party to unresolved Staff Comments.

 

ITEM 2.

DESCRIPTION OF PROPERTY.

 

We do not lease or rent any property. Our executive offices are located at 244 Fifth Ave Ste 1563, New York, NY 10001 and we have another office at 4465 38th street, San Diego, CA 92116. Both our office space and related services are provided at no charge by Mr Long Nguyen, our President and CEO.

 

ITEM 3.

LEGAL PROCEEDINGS.

 

We are not a party to any material legal proceedings.

 

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

There were no submissions for stockholders vote during the fiscal year ended December 31, 2013.

 

 

PART II

 

ITEM 5.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

 

(a) Market Information

 

Our Common Stock is currently quoted and traded on the Over the Counter Bulletin Board (“OTC Bulletin Board”) and traded under ticker symbol “RFIE”.

 

(b) Holders of Common Stock

 

As of December 31, 2013, we had approximately 47 stockholders on record of the 29,500,000 shares outstanding.

 

(c) Dividends

 

The Board of Directors has not declared any dividends due to the following reasons:

 

1.	The Company has not yet adopted a policy regarding payment of dividends;
2.	The Company does not have any profits to pay dividends at this time;
3.	The declaration of a cash dividend would result in an impairment of future working capital; and
4.	The Board of Directors will not approve the issuance of a stock dividend.

 

Equity Compensation Plans Information

 

During the fiscal year ended December 31, 2013, the Company did not issue any equity compensations. 

 

 

Recent Sales of Unregistered Securities

 

There were no recent sales of unregistered securities other than the private placement completed in June 27, 2012 where 360,000 shares of our common stock were issued to 36 investors at $0.001 per share for an aggregate purchase price of $360. These 360,000 shares were issued in reliance on the safe harbor provided by Regulation D Rule 504 promulgated under Section 3(b) of the Securities Act of 1933, as amended.  These stockholders who received the securities representations that (a) the stockholder is acquiring the securities for his, her or its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (b) the stockholder agrees not to sell or otherwise transfer the purchased shares unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (c) the stockholder has knowledge and experience in financial and business matters such that he, she or it is capable of evaluating the merits and risks of an investment in us, (d) the stockholder had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (e) the stockholder has no need for the liquidity in its investment in us and could afford the complete loss of such investment. Our management made the determination that the investors in instances where we relied on Regulation D are accredited investors (as defined in Regulation D) based upon our management’s inquiry into their sophistication and net worth. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

 

ITEM 6.

SELECTED FINANCIAL DATA

 

As a smaller reporting company, as defined by Rule 229.10(f)(1), RFIE is not required to provide a summary of selected consolidated financial data.

 

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 2 of the audited financial statements included elsewhere in this report. The preparation of the financial statements in accordance with U.S. GAAP requires management to make significant judgments and estimates. Some accounting policies have a significant impact on amounts reported in these financial statements. Our financial position and results of operations may be materially different when reported under different conditions or when using different assumptions in the application of such policies. In the event estimates or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information. Significant accounting policies, including areas of critical management judgments and estimates, include the following:

 

Impairment or Disposal of Long-Lived Assets

The Company accounts for the impairment or disposal of long-lived assets according to the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment”. ASC 360 clarifies the accounting for the impairment of long-lived assets and for long-lived assets to be disposed of, including the disposal of business segments and major lines of business. Long-lived assets are reviewed when facts and circumstances indicate that the carrying value of the asset may not be recoverable. When necessary, impaired assets are written down to estimated fair value based on the best information available. Estimated fair value is generally based on either appraised value or measured by discounting estimated future cash flows. Considerable management judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could vary significantly from such estimates.

Stock Based Compensation

The Company accounts for Stock-Based Compensation under ASC Topic 718-10 (“ASC 718-10”), which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation," and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.

 

Results of Operations

For the Years Ended December 31, 2013 and 2012

Revenues

The Company had no revenue for the years ended December 31^st, 2013 and 2012.

Operating Expenses

For the year ended December 31, 2013, our total operating expenses were $65,540, all of which were selling, general and administrative expenses. We incurred $1,258 of interest expense. Our net loss to our shareholders for the year ended December 31, 2013 was $61,298.

For the year ended December 31, 2012, our total operating expenses were $34,476, all of which were selling, general and administrative expenses. Our net loss to our shareholders for the year ended December 31, 2012 was $34,727.

Liquidity and Capital Resources

We used cash in operating activities of $67,970 and $6,571 for the years ended December 31, 2013, and 2012, respectively.  The principal elements of cash flow used in operations for the year ended December 31, 2013 included a net loss of $60,040, offset by interest accrued on note payable of $17,706, and increases in accounts payable of $61,399. The principal elements of cash flow used in operations for the year ended December 31, 2012 included a net loss of $34,727.

No cash was used in investing activities during the years ended December 31, 2013 and 2012.

Cash generated in our financing activities was $67,706 and $6,960 for the years ended December 31, 2013 and 2012, respectively. The financing activities for the year ended December 31, 2013 consisted of $17,706 of proceeds from a note payable and $50,000 of proceeds received as sale of common stock; and $6,600 as proceeds from a note payable as of December 31, 2012.

We do not have sufficient resources to effectuate our business. As of December 31, 2013, we had $125 in cash. We expect to incur a minimum of $125,000 in expenses during the next twelve months of operations. We estimate that this will be comprised of the following expenses: $25,000 for business planning and development, and $100,000 will be needed for general overhead expenses such as salaries, legal and accounting fees, office overheads and general expenses.

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Going Concern

Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has incurred a net loss of $61,298 for the year ended December 31, 2013, has incurred cumulative losses since inception of $96,025, and has a stockholders’ deficit of $96,025 at December 31, 2013.  These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company is highly dependent on its ability to continue to obtain investment capital and loans from an affiliate and shareholder in order to fund the current and planned operating levels.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  The Company’s continuation as a going concern is dependent upon its ability to bring in income generating activities and its ability to continue receiving investment capital and loans from an affiliate and shareholder to sustain its current level of operations.  No assurance can be given that the Company will be successful in these efforts.

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, as defined by Rule 229.10(f)(1), RFIE is not required to provide quantitative and qualitative disclosures about market risk.

 

 

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

See the Financial Statements and accompanying footnotes for our full financial information and disclosures, beginning on page F-1.

 

As a smaller reporting company as defined by Rule 229.10, RFIE is not required to provide the supplementary financial date as required by this item.

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

RFIE has had no changes in and no disagreements with accountants on accounting and financial disclosures.

 

ITEM 9A.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,as amended (the "Exchange Act"), as of September 30th, 2014, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management and Chief Executive Officer. Based upon the results of that evaluation, our management has concluded that, as of September 30th, 2014, our Company's disclosure controls and procedures were effective and provide reasonable assurance that material information related to our Company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.

 

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting

principles. Our internal control over financial reporting includes those policies and procedures that:

 

·

Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 

·

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 

·

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

 

Management assessed the effectiveness of our internal control over financial reporting as of December 31^st, 2013. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL - INTEGRATED FRAMEWORK.

 

Our management concluded that, as of December 31^st, 2013, our internal control over financial reporting was effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.

 

This quarterly report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this quarterly report.

 

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended December 31^st, 2013 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.

 

ITEM 9B.

OTHER INFORMATION

 

RFIE has no “Other Information” disclosure.

 

PART III

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The members of our board of directors serve for one year terms and are elected at the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the board of directors. Information as to our current director and executive officer is as follows:

 

Name		Age		Title		First Elected		Term Expires
Long Nguyen		33		Chairman, CEO, President		1/27/2012		1/27/2014
Khoo Hsiang Hua		38		Secretary		1/27/2012		1/27/2014

 

Duties, Responsibilities and Experience

 

Mr. Long Nguyen holds a Master of Business Administration awarded by the National University of San Diego (United States) and a double Bachelor of Arts majoring in Economics and Administrative Studies and minor in Business Administration with concentration in Marketing and Finance. Mr. Nguyen has an extremely broad background in Marketing and Management Information Systems and he has been involved in marketing and electronic commerce industry since 1999. Mr. Nguyen is currently an entrepreneur who works independently and has been “self-employed” for the past 4 years. During this 4 years period, Mr Nguyen provided marketing research services with focus in collection and analysis of data on competitors in terms of prices, sales, and method of marketing and distribution. Mr. Nguyen also developed and implemented procedures for identifying advertising needs to his clients. Mr Nguyen’s clients include Band Industrial Limited, a company based in Hong Kong. 

 

In the recent years from 2006 to 2008, Mr. Nguyen served as Vice President for a reputable firm based in Ho Chi Minh, Vietnam (TT Plastic Supply Co.) and he was primarily responsible for strategic planning and implementation of business strategies. Mr Nguyen developed and social media marketing strategies and was accountable for relationships with global partners including United Kingdom, Vietnam, Cambodia, and Thailand, leading supply chains as well as local communities. Mr Nguyen generated analytical reports in areas of market performance, product lines, demographics, research and also coordinated mergers and acquisitions deals for the company. Mr. Nguyen was also the Chairman for a company based in Ho Chi Minh (TD Tourist Agency Co. from 2006 to 2008 and Mr. Nguyen worked with senior executives of the company to expand overseas operations.

 

Mr Khoo Hsiang Hua has served as our Secretary since January 2012 and Mr. Khoo holds a Master of Business Administration specializing in Finance awarded by the Charles Sturt University (Australia) and a Bachelor of Arts (Honors) in Business Administration awarded by the Northumbria University at Newcastle, United Kingdom.

 

Mr. Khoo has served as the Chief Executive Officer and Secretary of El Maniel International, Inc. a US OTC public company since 2010 and he has held managerial and directorship positions within diverse industries for companies in the United States, United Kingdom, West Africa, South East Asia as well as Australasia in the past. During the recent 5 years, Mr Khoo was extensively involved in project management and he developed overseas project expansion under for El Maniel International, Inc. and prior to 2010, Mr Khoo served as director since 2008 for Rich Global Investments Limited, a company domiciled and based in United Kingdom. Mr Khoo provided strategic management consulting services in areas of mergers and acquisitions under the company.

 

Election of Directors and Officers

 

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

 

No executive officer or director of the corporation has been the subject of any order, judgment, or decree of any court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

 

No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding, which is currently pending.

 

No executive officer or director of the corporation is the subject of any pending legal proceedings.

 

Audit Committee and Financial Expert

 

We do not have an Audit Committee, Long Nguyen, our President and CEO, performs some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

 

We have no independent financial expert. We believe the cost related to retaining an independent financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted at this time.

 

 

Code of Ethics

 

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

 

●	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
●	Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;
●	Compliance with applicable governmental laws, rules and regulations;
●	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
●	Accountability for adherence to the code.

 

We have adopted a corporate code of ethics and business conduct that applies to our executive officers and we have decided to adopt the code of ethics and business conduct even though we only have two officers in the management for the Company as we believe that it is a good practice ahead of our growth and expansion plans for RFIE.

 

Corporate Governance

 

Nominating Committee

 

We do not have a Nominating Committee or Nominating Committee Charter.  Long Nguyen, our President and CEO, performs some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are a development stage company with limited operations and resources.

 

Director Nomination Procedures

 

Generally, nominees for Directors are identified and suggested by the members of the Board or management using their business networks. The Board has not retained any executive search firms or other third parties to identify or evaluate director candidates in the past and does not intend to in the near future. In selecting a nominee for director, the Board or management considers the following criteria:

 

1.	whether the nominee has the personal attributes for successful service on the Board, such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to the affairs of RFIE;
2.	whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;
3.	whether the nominee, by virtue of particular experience, technical expertise or specialized skills or contacts relevant to RFIE’s current or future business, will add specific value as a Board member; and
4.	whether there are any other factors related to the ability and willingness of a new nominee to serve, or an existing Board member to continue his service.

 

The Board or management has not established any specific minimum qualifications that a candidate for director must meet in order to be recommended for Board membership. Rather the Board or management will evaluate the mix of skills and experience that the candidate offers, consider how a given candidate meets the Board’s current expectations with respect to each such criterion and make a determination regarding whether a candidate should be recommended to the stockholders for election as a director. For the fiscal year ending December 31, 2013, RFIE received no recommendation for Directors from its stockholders.

 

RFIE will consider for inclusion in its nominations of new Board of Director nominees proposed by stockholders who have held at least 1% of the outstanding voting securities of RFIE for at least one year. Board candidates referred by such stockholders will be considered on the same basis as Board candidates referred from other sources. Any stockholder who wishes to recommend for RFIE’s consideration a prospective nominee to serve on the Board of Directors may do so by giving the candidate’s name and qualifications in writing to RFIE’s at the following address: 244 Fifth Ave Ste. #1563, New York, NY 10001.

 

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that during the year ended December 31, 2013 no insider was late in filing of a Form 3, Form 4, or Form 5 under Section 16(a)(2) of the Exchange Act.

 

ITEM 11.

EXECUTIVE COMPENSATION

 

OPTIONS/SARS GRANTS in LAST FISCAL YEAR

 

Individual Grants																		Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term								Alternative to (f) and (g): Grant value
(a)		(b)				(c)				(d)				(e)				(f)				(g)				(h)
Name		Number of Securities Underlying Options/SARs Granted (#)				Percentage of Total Options/SARs Granted to Employees in Fiscal   Year				Exercise of Base Price (#/SH)				Expiration date				5%($)				10%($)				Grant Date Present Value  ($)
Long Nguyen, President & CEO			0				0				0				N/A				0				0				0
Khoo Hsiang Hua, Secretary			0				0				0				N/A				0				0				0

 

 

 

 

Aggregated Option/SAR Exercise in Last Fiscal Year and FY-End Option/SAR Values

 

(a)

(b)

(c)

(d)

(e)

Name

Shares Acquired on Exercise ($)

Value Realized ($)

Number of Securities Underlying Unexercised Options/SARs at FY-End (%) Exercisable/ Unexercisable

Value of Unexercisable In-the-Money Options/SARs at FY-End ($) Exercisable/   Unexercisable

Long Nguyen, President & CEO

0

0

0

N/A

Khoo Hsiang Hua, Secretary

0

0

0

N/A

 

Long-Term Incentive Plans - Awards in Last Fiscal Year

 

Estimated Future Payouts Under  Non-Stock Price-Based Plans

(a)

(b)

(c)

(d)

(e)

(f)

Name

Number of Shares, Units or Other Rights (%)

Performance or Other period Until Maturation  or Payout

Threshold ($   or   %)

Target ($   or   %)

Maximum  ($   or   %)

Long Nguyen, President & CEO

0

0

0

N/A

N/A

Khoo Hsiang Hua, Secretary

0

0

0

0

N/A

 

Summary Compensation Table

 

Name and Principal Position (a)		Year (b)		Salary (c)				Bonus (d)				Stock Awards (e)				Option Awards (f)				Non-Equity Incentive Plan Compensation (g)				Nonqualified Deferred Compensation Earnings (h)				All Other Compensation (i)				Total (j)
Long Nguyen, President & CEO		2012		$	0			$	0			$	20,000			$	0			$	0			$	0			$	0			$	20,000
Khoo Hsiang Hua, Secretary		2012		$					0			$	0			$	0			$	0			$	0			$	0			$	0

 

Summary Compensation

 

At this time there is no compensation being offered to any of the Officers/Directors

 

Stock and Option Awards

 

There have been no stock options or awards offered to any of the Officers/Directors for the fiscal year 2013.

 

Employment Contracts and Termination of Employment and Change-in-Control Arrangements:

 

There are no employment contracts existing between the registrant and any executive officers.

 

 

Report On Repricing Of Options/SARS:

 

At no time during the last completed fiscal year, did the RFIE offer Options/SARs, whether through amendment, cancellation or replacement grants, or any other means (“repriced”) to its directors.

 

Long Nguyen, our President and CEO performs function equivalent to a “Compensation Committee,” and as such, has at no time during the last completed fiscal year, offer Options/SARs, whether through amendment, cancellation or replacement grants, or any other means (“repriced”) to RFIE directors.

 

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Management

 

The following table sets forth, as the fiscal year ended December 31, 2013, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares.  The officers and directors currently own 20,000,000 common shares. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.

 

		Percent of				Number of
		Voting				Common
Beneficial Owner Officer/Directors (1)		Shares Owned				Shares Owned
Long Nguyen – Chief Executive Officer			67.8	%			20,000,000
Total Shares Issued and Outstanding							29,500,000
Total Shares Authorized							200,000,000
Total Shares owned by Officers and Directors							20,000,000
The address of each executive officer and director is c/o the Company.

 

(1) As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).

 

 

ITEM 13.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Office services are provided without charge by Long Nguyen, our Chairman, CEO, and President. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein.

 

The Company issued 20,000,000 shares valued at $20,000.00 to Long Nguyen, CEO for founder services rendered on January 27, 2012 all these shares were arbitrarily valued at $0.001 par value on January 27, 2012

 

The following shares were issued for services rendered in the development of the business and its business plan and all these shares were arbitrarily valued at $0.001 par value on January 27, 2012:-

 

●	The Company issued 1,140,000 shares valued at $1,140.00 to Lee Chee Thing for services rendered on January 27, 2012 in reviewing the company’s business plan.  This shareholder is not an employee.

 

●	The Company issued 1,000,000 shares valued at $1,000.00 to Mazlan Masrun for services rendered on January 27, 2012 in developing the company’s business plan. This shareholder is not an employee.

 

●	The Company issued 1,000,000 shares valued at $1,000.00 to Tang Wai Mun for services rendered on January 27, 2012 in developing the company’s business plan. This shareholder is not an employee.

 

●	The Company issued 1,000,000 shares valued at $1,000.00 to Yap Peck Yoong for services rendered on January 27, 2012 in developing the company’s business plan. This shareholder is not an employee.

 

Revenue

 

We have no current source of revenue.

 

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Audit Fees

 

The total fees charged to the company for audit services were $5,000 for the fiscal year ended December 31, 2013.  

 

Audit Related Fees

 

The total fees charged to the company for audit related fees were $0 for the fiscal year ended December 31, 2013.  

 

Tax Fees

 

The total fees charged to the company for tax fees were $0 for the fiscal year ended December 31, 2013.  

 

All other Fees

 

The total fees charged to the company for all other fees were $0 for the fiscal year ended December 31, 2012.  

 

 

 

PART IV

 

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Incorporated by reference

Exhibit

Exhibit Description

Filed herewith

Form

Period ending

Exhibit

Filing date

3.1

Articles of Incorporation

S-1

3.1

08/23/12

3.2

Bylaws of Redfield Ventures, Inc.

S-1

3.2

08/23/12

31

Certification of Long Nguyen pursuant to Section 302 of the Sarbanes-Oxley Act

X

32

Certification of Long Nguyen pursuant to Section 906 of the Sarbanes-Oxley Act

X

 

101.INS*		XBRL Instance Document
101.SCH *		XBRL Taxonomy Extension Schema Document
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB *		XBRL Taxonomy Extension Label Linkbase Document
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document

 

* Previously filed, no change in data.

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or Section 15(d) 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, on February 9, 2015.

 

 

	REDFIELD VENTURES, INC.
	REGISTRANT
	By:	/s/ Mauricio Gonzalez
		Mauricio Gonzalez
		Chief Executive Officer and
		Principal Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCIAL STATEMENTS SCHEDULE

 

INDEX

 

Document		Page Number
Report of Independent Registered Public Accounting Firm		F-2
Balance Sheet		F-3
Statement of Operations		F-4
Statement of Changes in Stockholders' Equity		F-5
Statement of Cash Flow		F-6
Notes to Financial Statements For Year Ended 2013		F-7 to F-13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John Scrudato CPA

7 Valley View Drive

Califon, NJ 07830

908-534-0008

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors of

Redfield Ventures, Inc.

Reno, Nevada

 

We have audited the accompanying balance sheet of Redfield Ventures, Inc. (the “Company”) as of December 31, 2013, and 2012 and the related statements of operations, stockholders’ deficit, and cash flows for the year ended December 31, 2013, the period from January 27, 2012 (Date of Inception) through December 31, 2012, and for the period from January 27, 2012 (Date of Inception) through December 31, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Redfield Ventures, Inc. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the year ended December 31, 2013, the period from January 27, 2012 (Date of Inception) through December 31, 2013 and for the period from January 27, 2012 (Date of Inception) through December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has limited working capital, has received limited revenue from sales of products or services, and has incurred losses from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ John Scrudato CPA

John Scrudato, CPA

Califon, New Jersey

March 17, 2014

 

REDFIELD VENTURES, INC.

(A Development Stage Company)

BALANCE SHEETS

 

		December 31,				December 31,
		2013				2012
		(audited)				(audited)
ASSETS
Current Assets
Cash and cash equivalents		$	125			$	389
Prepaid Expenses			29,561				0
Total Assets		$	29,686			$	389
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses		$	9,301			$	3,665
Accrued Interest payable			1509				251
Deposits received			16,095				100
Notes payable – current			24,306				6,600
Long-Term Liabilities
-			–				–
Total Liabilities			51,211				10,616
Stockholders’ Deficit
Common stock, par value $0.001; 200,000,000 shares authorized; 29,500,000 and 24,500,000 shares issued and outstanding, respectively			29,500				24,500
Paid-in Capital			45,000				0
Deficit accumulated during the development stage			(96,025	)			(34,727	)
Total Stockholders’ Deficit			(21,525	)			(10,227	)
Total Liabilities and Stockholders’ Deficit		$	29,686			$	389

 

The accompanying notes are an integral part of the financial statements.

 

 

 

REDFIELD VENTURES, INC.

 (A Development Stage Company)

STATEMENTS OF OPERATIONS

 

						For the Period				For the period
		For the				January 27,				from January 27
		Year Ended				2012				2012 (Inception)
		December 31,				to December 31,				Dec 31,
		2013				2012				2013
		(audited)				(audited)				(audited)
Revenues		$	5,500			$	–			$	5,500
Operating Expenses
Website expenses			–				600				600
Consultancy fees			5,000				24,140				29,140
General and administrative expenses			43,910				3,721				47,631
Professional fees			16,630				6,015				22,645
Total Operating Expenses			65,540				34,476				100,016
Net Loss from Operations before other Income (Expense)			(60,040	)			(34,476	)			(94,516	)
Other Income (Expense)
Interest expense			(1,258	)			(251	)			(1,509	)
Net Income (Loss) Before Provision for Income Taxes			(61,298	)			(34,727	)			(96,025	)
Provision for Income Taxes			0				0				0
Net Loss		$	(61,298	)		$	(34,727	)		$	(96,025	)
Net Loss Per Share: Basic and Diluted		$	(0.00	)		$	0.00
Weighted Average Number of Shares Outstanding:			29,397,083				24,500,000
Basic and Diluted

 

The accompanying notes are an integral part of the financial statements.

 

 

 

 

REDFIELD VENTURES, INC.

(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE PERIOD FROM JANUARY 27, 2012 (INCEPTION) TO DECEMBER 31, 2013

 

														Deficit
														accumulated
										Additional				during the
		Common stock								paid-in				development				Total
		Shares				Amount				Capital				Stage				(Audited)
Inception, January 27, 2012			–			$	–			$	–			$	–			$	–
Founders Shares issued January 27, 2012  as compensation for services			24,140,000				24,140				–				–				24,140
Shares issued for cash at $0.001 per share			360,000				360				–				–				360
Net loss for the period April 1, 2012 through December 31, 2012			–				–				–				(34,727	)			(34,727	)
Balance, December 31, 2012			24,500,000				24,500				–				(34,727	)			(10,227	)
Shares issued for cash at $0.01 per share			5,000,000				5,000				45,000				–				50,000
Net loss for the period January 1, 2013 through December 31, 2013			–				–				–				(61,298	)			(61,298	)
Balance, December 31, 2013			29,500,000			$	29,500			$	45,000			$	(96,025	)		$	(21,525	)

 

The accompanying notes are an integral part of the financial statements.

 

 

REDFIELD VENTURES, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

 

						For the Period				For the period
		For the Year				January 27,				from January 27
		Ended				2012				2012 (Inception)
		December 31,				to December 31,				December 31,
		2013				2012				2013
		(audited)				(audited)				(audited)
Cash Flows from Operating Activities
Net loss for the period		$	(61,298	)		$	(34,727	)		$	(96,025	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Stock issued as compensation for services			–				24,140				24,140
Changes in assets and liabilities:
Decrease (increase) in prepaid expenses			(29,561	)			–				(29,561	)
Increase (decrease) in accrued expenses			5,636				3,733				9,369
Increase (decrease) in deposits			15,995				100				16,095
Increase (decrease) in accrued interest payable			1,258				183				1,441
Net Cash used in Operating Activities			(67,970	)			(6,571	)			(74,541	)
Cash flows from Investing Activities
None			–				–				–
Net Cash provided by Investing Activities
Cash flows from Financing Activities
Proceeds from sale of common stock			50,000				360				50,360
Notes payable			17,706				6,600				24,306
Net Cash provided by Financing Activities			67,706				6,960				74,666
Net Increase (Decrease) in Cash			(264	)			389				125
Cash and cash equivalents, beginning of period			389				–				–
Cash, end of period		$	125			$	389			$	125
Supplemental disclosure of cash flow activities:
Interest paid			1,258				251				1,509
Income taxes paid			–				–				–
Supplemental disclosures of non cash activities:
Common stock issued for services			–				24,140				24,140

 

The accompanying notes are an integral part of the financial statements.

 

 

REDFIELD VENTURES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 – Organization and summary of significant accounting principles

 

Organization

 

Redfield Ventures, Inc. (“RFIE” or the “Company’) was incorporated under the laws of the State of Nevada on January 27, 2012. RFIE provides market research services throughout the United States and other countries through our website www.redfieldventures.com. The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, Development Stage Enterprises (“SFAS No. 7”) (ASC 915-10).

 

Accounting basis

 

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.

 

Basis of Preparation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

Use of estimates and assumptions

 

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

 

Election to be treated as an emerging growth company

 

In the second quarter of 2012, the Company has elected to use the extended transition period now available for complying with new or revised accounting standards under Section 102(b) (1).  This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  As a result of this election, the Company financial statements may not be comparable to companies that comply with public company effective dates.

 

Cash and cash equivalents

 

For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.

 

Fair value of financial instruments

 

The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying balance sheet at December 31, 2013. 

 

 

 

 

REDFIELD VENTURES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 – Organization and summary of significant accounting principles (continued)

 

Revenue recognition

 

Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectability is reasonably assured.

 

Basic Income (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2013.

 

		2013				2012
(A) Net Loss		$	(61,298	)		$	(34,727	)
(B) Weighted Average Common Shares Outstanding - Basic			29,397,083				24,500,000
Basic income (loss) per share: (A)÷(B)		$	(0.002	)		$	(0.001	)
Equivalents
Stock Options							–
Warrants							–
Convertible notes							–
Weighted Average Common Shares Outstanding – Diluted			29,397,083				29,500,000

 

The Company incurred Net Loss of $61,298 during the year ended December 31, 2013 and based on the Weighted Average Number of Shares Outstanding of 29,500,000 the Basic income (loss) per shares is $(0.002) as per computation above.

 

Impairment of Long-Lived Assets

 

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

 

Advertising Costs

 

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the period ended December 31, 2013 since inception.

 

 

 

 

REDFIELD VENTURES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 – Organization and summary of significant accounting principles (continued)

 

Income Taxes

 

The Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income Taxes,” which requires accounting for deferred income taxes under the asset and liability method.  Deferred income tax asset and liabilities are computed for difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.  Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

 

In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. It must be applied to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholder’s equity as of July 1, 2009.

 

Based on its analysis, the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

 

Interest and Penalty Recognition on Unrecognized Tax Benefits

 

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

 

Comprehensive Income

 

The Company complies with FASB ASC Topic 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components. FASB ASC Topic 220 requires the Company’ to reflect as a separate component of stockholders’ equity items of comprehensive income.

 

 

 

REDFIELD VENTURES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 – Organization and summary of significant accounting principles (continued)

 

Stock-Based Compensation

 

The Company complies with FASB ASC Topic 718 “Compensation – Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC Topic 718 requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite service period (usually the vesting period).  No compensation costs are recognized for equity instruments for which employees do not render the requisite service.  The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available).  If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification.

 

Recently Adopted Accounting Pronouncements

 

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2011-11, an amendment to the accounting guidance for disclosure of offsetting assets and liabilities and related arrangements. The amendment expands the disclosure requirements in that entities will be required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendment is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013, and shall be applied retrospectively. We do not expect the adoption of this accounting pronouncement to have a material effect on our financial statements when implemented.

 

In September 2011, the FASB issued Accounting Standards Update  (ASU) 2011-8an amendment to the accounting guidance for goodwill in order to simplify how companies test goodwill for impairment. The amendment permits an entity to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We elected not to early adopt. We do not expect the adoption of this accounting pronouncement to have a material effect on our financial statements when implemented.

 

In June 2011, the FASB issued Accounting Standards Update (ASU) 2011-05, an amendment to the accounting guidance for presentation of comprehensive income. Under the amended guidance, an entity may present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either case, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. For public companies, the amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and shall be applied retrospectively. Early adoption is permitted. We elected not to early adopt. Other than a change in presentation, the implementation of this accounting pronouncement is not expected to have a material impact on our financial statements when implemented.

 

In May 2011, the FASB issued an amendment to the accounting guidance for fair value measurement and disclosure. Among other things, the guidance expands the disclosure requirements around fair value measurements categorized in Level 3 of the fair value hierarchy and requires disclosure of the level in the fair value hierarchy of items that are not measured at fair value in the statement of financial position but whose fair value must be disclosed. It also clarifies and expands upon existing requirements for measurement of the fair value of financial assets and liabilities as well as instruments classified in shareholders’ equity. The guidance is effective for interim and annual periods beginning after December 15, 2011. We do not expect the adoption of the guidance to have a material impact on our financial statements when implemented.

 

There are no other new accounting pronouncements adopted or enacted during the twelve months ended December 31, 2013 that had, or are expected to have, a material impact on our financial statements.

 

REDFIELD VENTURES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 – Organization and summary of significant accounting principles (continued)

 

Concentration of Credit Risk

 

The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times may exceed federally insured limits.  The Company has not experienced any losses in such accounts.  Management believes the Company is not exposed to any significant credit risk related to cash and cash equivalents.

 

Note 2 –Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As noted above, the Company is in the development stage and, accordingly, has not yet generated significant revenues from operations. The Company has incurred losses since inception resulting in an accumulated deficit of $96,025 as of December 31, 2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues.  The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

 

Note 3 –Income Taxes

 

As of December 31, 2013, the Company had net operating loss carry forwards of approximately $61,298 that may be available to reduce future years’ taxable income in varying amounts through 2030. In accordance with FASB ASC740 “Income Taxes”. future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

The provision for Federal income tax consists of the following:

 

		December 31, 2013				December 31, 2012
Refundable Federal income tax attributable to:
Current Operations		$	(32,649	)		$	(11,807	)
Change: valuation allowance			32,649				11,807
Net provision for Federal income taxes		$	0			$	0

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

 

		December 31, 2013				December 31, 2012
Deferred tax asset attributable to:
Net operating loss carryover		$	96,025			$	34,727
Less: valuation allowance			(96,025	)			(34,727	)
Net deferred tax asset		$	0			$	0

 

Due to the change in ownership provisions of Section 382 of the Internal Revenue Code and Tax Reform Act of 1986, net operating loss carry forwards of $61,298 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occurs, the net operating loss carry forwards may be limited as to use in future years.

 

 

 

 

REDFIELD VENTURES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

Note 4 – Common Stock

 

The authorized capital of the Company is 200,000,000 common shares with a par value of $0.001 per share.

 

On January 27, 2012, the Company issued 24,140,000 shares of common stock at in exchange for fair market value of services rendered for total compensation of $24,140.  

 

Additionally, on June 29, 2012 the Company issued 360,000 shares of common stock under Regulation D offering for total cash proceeds of $360.

 

During the period ended March 31, 2013 the Company sold 5,000,000 shares of common stock at $0.01 per share pursuant to the Initial Offering under Form S-1 Registration Statement effective on December 19, 2012 and all of the proceeds from the offering have been received.

 

The Company has 29,500,000 shares of common stock issued and outstanding as of December 31, 2013.

 

Note 5 – Notes payable

 

On the following dates, a shareholder provided loans secured by 10% per annum interest bearing promissory notes. If this loan remains unpaid for a period of one year after the repayment dates, the promissory notes shall be convertible into common voting stocks at a price of 50% discount of the average bid on the day of the conversion.

 

Date received loans		Amount Received			Repayment dates
June 15, 2012			1,000.00		June 30, 2012
July 20, 2012			1,600.00		July 30, 2012
August 20, 2012			3,000.00		August 30, 2012
October 25, 2012			1,000.00		October 30, 2012
January 4, 2013			70.00		January 31, 2013
April 15, 2013			465.00		April 30, 2013
July 9, 2013			750.00		July 31, 2013
August 28, 2013			5,500.00		August 31, 2013
September 4, 2013			10,400.00		September 30, 2013
October 18, 2013			425.00		October 31, 2013
December 31, 2013			95.80		January 31, 2014

 

Note 6 – Related party transactions

 

The following shares were issued for founder services rendered for the Company and all these shares were arbitrarily valued at $0.001 par value on January 27, 2012:-

 

●	The Company issued 20,000,000 shares valued at $20,000.00 to Long Nguyen, CEO for services rendered at fair market value on January 27, 2012.

 

The following shares were issued for services rendered in the development of the business and its business plan and all these shares were arbitrarily valued at $0.001 par value on January 27, 2012:-

 

●	The Company issued 1,140,000 shares valued at $1,140.00 to Lee Chee Thing for services rendered at fair market value on January 27, 2012 in reviewing the company’s business plan.  This shareholder is not an employee.
●	The Company issued 1,000,000 shares valued at $1,000.00 to Mazlan Masrun for services rendered at fair market value on January 27, 2012 in developing the company’s business plan. This shareholder is not an employee.
●	The Company issued 1,000,000 shares valued at $1,000.00 to Tang Wai Mun for services rendered at fair market value on January 27, 2012 in developing the company’s business plan. This shareholder is not an employee.
●	The Company issued 1,000,000 shares valued at $1,000.00 to Yap Peck Yoong for services rendered at fair market value on January 27, 2012 in developing the company’s business plan. This shareholder is not an employee.

 

 

REDFIELD VENTURES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

Note 7 – Warrants and options

 

There are no warrants or options outstanding to acquire any additional shares of common stock.

 

Note 8 – Commitments and contingent liabilities

 

The Company is not a party to any ongoing or pending litigation. The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

Note 9 – Subsequent events

 

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to December 31, 2013 to the date these financial statements were submitted to the Securities and Exchange Commission and has determined that it does not have any material subsequent events to disclose in these financial statements.