Redify Group (fka RDFY)

[batemania]

Couldn't get it at $0.03 .. Not going to chase it. Back to bed! It's 5:34 am in Alaska.

[Sam'd'Mil]

TGFN Psycho alert today... could get interesting!!!

[Potse]

FlashCashDirect website......

Redify's primary products are currently the SportsCast line of apps and its soon-to-be-released lead generation business for the financial sector.

Although there have been no filings or announcements from TGFN disclosing this, I'm pretty sure the above statement is a reference to a payday advance marketing service. Verbiage on the FlashCashDirect website identifies TGFIN Holdings as the operator of the site.

The website was registered on May 26 (during TGFN's second quarter, and just a few days prior to the filing of the Q1 report)......

FlashCashDirect is a free, no obligation financial marketing service, matching prospective borrowers with prospective lenders for short-term loans......

...... FlashCashDirect is operated by TGFIN Holdings Inc. You can send mail to us c/o TGFIN Holdings, Suite B, 101 North Main Street, Smithfield, UT 84334

http://www.flashcashdirect.com/

[Potse]

Additional website developments.....

It looks like on the same day that the agreement with IceLounge Media was terminated, TGFN's SportsCast Apps website was redesigned, took on the new "Redify" name, and some additional information about Redify Group was included. It doesn't appear that there are any mentions of IceLounge or any of the websites (sports, fashion, Moms Corner, etc) that were possibly going to be acquired in the agreement, so it is logical to assume this new website was put online with the full knowledge that the IceLounge agreement had been terminated or was unlikely to be completed.

Within the last 24 hours, there have been additional website changes. More design changes, graphics added, press release and company SEC filings sections have been added, etc.

So it appears that things are going to begin "racheting" up a little. For much of the last few years TGFN had a feel to it of being somewhat of a sideline activity or hobby for the Gaers, but there definitely seems to be a very palpable, different feel to the company now.

From the homepage.....

Lead Generation Platform

Coming soon! Redify is working closely with industry experts and will soon unveil a ground-breaking lead generation platform. Stay tuned to this page for more details.

http://www.redify.net/index.html

[Potse]

Interesting developments...Sam Gaer, Redify.....

On December 31, 2012 TGFIN Holdings, Inc.’s (TGFN.OTC) (“TGFIN”) entered into an agreement to purchase certain assets and technologies (“Assets”) from IceLounge Media, Inc. (“IMI”), an unrelated party, in exchange for 49% of TGFIN's common stock. On April 15, 2013 both parties mutually agreed to terminate the agreement prior to closing without obligation, penalty or consequence to either party. The Assets were returned to Ice Lounge and TGFIN’s common stock was not issued.

I'm still holding my position, and still expecting to see things get a bit more interesting based on some things that are appearing on the website and interesting developments surrounding Sam Gaer. Following the name change and reverse split, the share count should be around 3M (probably less than 3.5M fully-diluted).

It looks like on the same day that the agreement with IceLounge Media was terminated, TGFN's SportsCast Apps website was redesigned, took on the new "Redify" name, and some additional information about Redify Group was included. It doesn't appear that there are any mentions of IceLounge or any of the websites (sports, fashion, Moms Corner, etc) that were possibly going to be acquired in the agreement, so it is logical to assume this new website was put online with the full knowledge that the IceLounge agreement had been terminated or was unlikely to be completed.

From the "About Us" section of the website, I have highlighted a couple of things......

Redify was built on the belief that if you build an excellent product that makes a market or process more efficient, the world will take notice. We are passionate about delivering innovative and creative products. The Redify team has deep and broad experience in creating value and we are extremely excited to be able to continue that legacy once again.

We believe that great solutions are more often than not right in front of us. We believe in directness, fairness, and honesty. We are always looking for innovators and creative people who share our beliefs and drive to be the best at what they do. Redify is built on an entrepreneurial spirit that is the fabric of this nation. Redify's primary products are currently the SportsCast line of apps and its soon-to-be-released lead generation business for the financial sector.

Redify (fka TGFIN Holdings) is a publicly traded company (OTCBB:TGFN) that specializes in acquiring and developing technologies that are timely and relevant. Redify's leadership has extensive deal making experience and prides itself on identifying early-stage technology companies and developers who desire the transparency and directness of the public markets.

http://www.redify.net/aboutus.html

It looks like Sam Gaer may be taking on somewhat of a more active role in the company now. The website now lists him as the "Chief Creative Director". Sometime during the month of March, Sam Gaer left his position as CEO of Liquid Holdings Group. Gaer's Twitter account had not had any activity for about a year, but in the last few weeks he has uploaded his profile picture and made a few tweets.

http://www.linkedin.com/in/samgaer
https://twitter.com/samg67

[tripil7z]

8-k out

Item 1.02-Termination of a Material Definitive Agreement

On December 31, 2012 TGFIN Holdings, Inc.’s (TGFN.OTC) (“TGFIN”) entered into an agreement to purchase certain assets and technologies (“Assets”) from IceLounge Media, Inc. (“IMI”), an unrelated party, in exchange for 49% of TGFIN's common stock. On April 15, 2013 both parties mutually agreed to terminate the agreement prior to closing without obligation, penalty or consequence to either party. The Assets were returned to Ice Lounge and TGFIN’s common stock was not issued.

[Potse]

db7...TGFN, Redify Group.....

I'm still holding my position in TGFN, as I am anticipating that we will see better/higher prices in calendar 2013 (either in the form of a somewhat sustained move upward, or some sort of large pop/surge/spike).

Looks like the new website(s)for the company was registered by Kevin Ghim (co-founder of Ice Lounge Media) in early March. The sites haven't been online yet......

http://www.redifygroup.com/
http://www.redifymedia.com/

I would assume that following the reverse split there will probably be some increased PR/IR type of activity. If they are planning on bringing in some outside investors in the second round of financing (or even if it is just some more insider buying), things could get a bit interesting if some of my rough financing calculations are somewhat close. The tradeable float on a fully-diluted basis is probably going to somewhere in the 1-1.5M share neighborhood after the split, so there could be some interesting volatility.

Whoever put together the 10-K filing for TGFN really made a bit of mess by forgetting that the 1:10 reverse split hasn't occurred yet, so the numbers/info in the filing are pretty confusing.

One interesting thing I noticed in the 10-K is that the company sold 1.7M shares at .02 during the second half of March. If the dates and share ownership numbers are accurate, it appears that Marni Gaer is not the person who participated in that placement. So, this is the first time that the company has done a placement/financing to someone other than Sam/Marni Gaer in a very long time.......

Between March 12 and 22, 2013 the company sold 170,000 shares of its common stock for $34,000, or $.20 per share.

[db7]

Item 1. Information Required by Items of Schedule 14C



Introduction



This Information Statement has been filed with the Securities and Exchange Commission (the “SEC”) and is being mailed or otherwise furnished to the registered stockholders of TGFIN Holdings, Inc. (the “Company”) pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended, for the purpose of informing our stockholders of certain amendments to our Articles of Incorporation. The Company’s Board of Directors and the holder of a majority of the Company’s outstanding shares of Common Stock have approved resolutions to take the following corporate actions:



I. Amend Article 1 of the Company’s Articles of Incorporation by changing the Company’s name from “TGFIN Holdings, Inc.” to “Redify Group, Inc.” (the “Name Change”).



II. To file a Certificate of Change with the State of Delaware to effect a one (1) for ten (10) reverse stock split of the Company’s issued and outstanding shares of Common Stock (this action is referred to herein as the “Reverse Stock Split”). Any fractional shares resulting from the Reverse Stock Split will be rounded down to the nearest whole share.



The Name Change and Reverse Stock Split (collectively, the “Corporate Actions”) are described in greater detail below.

[MasterBidder]

UBSS bidder is a weiner IMO.

DIK

[MasterBidder]

TGFN - this stock thus far has been an anomaly in penny land.... excited to see how she rolls out

DIK

[MasterBidder]

Back to wiener mode ready ;)

Dik

[Walker]

Looking good - so thin

[WARHAMMER]

ha, that was funny, someone must be paying attention eh? lmao

[MasterBidder]

LOL - then UT with a 1M bid... i take it back. LOL

DIK

[MasterBidder]

Whoever is trading with UBSS is a toolbag LMFAO. wow.

Clueless volume KILLA!

DIK

[WARHAMMER]

TGFN- strong bid, and moving up 715k x .0145

[MasterBidder]

50k ah buy above the ask

[Walker]

.0145 x .015 - VNDM keeps upping his bid. Looking good.

[jobynimble]

8-K filing 12/31/12

http://www.sec.gov/Archives/edgar/data/876134/000154812312000414/tgfin8kmaterialdefagreement1.htm

PURCHASE AGREEMENT

BY AND BETWEEN

TGFIN HOLDINGS INCORPORATED

AND

ICELOUNGE MEDIA, INC.

DECEMBER 31, 2012

http://www.sec.gov/Archives/edgar/data/876134/000154812312000414/finalassetpurchaseagreement.htm

[MasterBidder]

This rs is for good cause, should benefit shareholders very well before long

Dik

[Potse]

TGFN share structure...3 financing rounds.....

I did some very rough/general math regarding the share structure following the IceLounge Media assets purchase. The purchase agreement also provides some information on the three planned financing rounds. Combining the share structure info along with the financing info can give you a very general idea of what price(s) the financings will done at.

Assuming that TGFN doesn't make any share issuances other than those connected to debt conversions, the planned financings, etc then it looks like at least two of the financings would probably be at premiums to the current price.

On a fully-diluted basis (debt conversions, warrants, bonus payments, etc) I figure there were around 32M shares outstanding. There will probably be around 6.3M following the split and assets purchase.....

32M/10 = 3.2M
3.2/.51 = 6.3M

The language in the initial round doesn't make it entirely clear, but for conservative purposes I will assume that the .03 price is post-split, and I will also use the max dollar amounts in all three of the financings......

a. Initial Round (“bootstrap”) of $50,000 (min) – $100,000 (max) from friends & family at $0.03 per share (adjusted for splits) within 45 days of Closing.

b. Series “A” Round of $250,000 (min) - $500,000 (max) within 120 days of Closing at a minimum valuation of $3,000,000.

c. Series “B” Round of $1,000,000 (min) - $3,000,000 (max) at a minimum valuation of $8,000,000, date of delivery to be determined.

So, this is what the share structure would look like after each round, along with the financing price (post-split) of the last 2 rounds......

1) $100K/.03 = 3.3M shares
6.3M + 3.3M = 9.6M shares

2) $3M valuation/9.6M shares = .31
$500K/.31 = 1.6M shares
9.6M + 1.6M = 11.2M shares

3) $8M valuation/11.2M shares = .71
$3M/.71 = 4.2M shares
11.2M + 4.2M = 15.4M shares

http://knobias.10kwizard.com/filing.php?param=&ipage=8633133&DSEQ=3&SEQ=&SQDESC=SECTION_EXHIBIT&exp=
Calvin Wong TechLaunch profile.....

http://techlaunch.com/mentors/calvin-wong/

[M4R]

[Walker]

Great find. Holding all and will add after the split. Very happy here.

[MasterBidder]

Calvin Wong - ICE Lounge Media, Inc. - - WOW

after RS OS will be 2.2M with a 50M AS.... could end up being a monster...

Founder and CEO

www.iceloungemedia.com

Calvin is currently the CEO and co-founder of ICE Lounge Media, Inc., a New York based digital media technology startup focused on building gamified social networks for like-minded communities. Calvin was Chief Operating Officer for Appssavvy Inc., connecting brands to the right audience of leading web and mobile social applications, where he help grow the startup to an enterprise business reaching 100 million uniques and 1 billion impressions per month. Calvin led corporate strategy and annual planning, product development, sales planning, client account management, legal, creative services and traffic departments. As a member of the executive management team, Calvin helped raise venture capital financing from True Ventures, New York Times, and Scott Kurnit. Top publisher partners include: LivingSocial, Zynga, Playfish, Playdom, and NBC. During Calvin’s tenure, over 300 integrated brand advertiser campaigns were executed and revenue increased 600%.

Calvin also co-founded Community Connect Inc., CCI (Investors: Comcast, Sandler Capital, Jump) in 1996 and grew the company to be a leading online publisher targeting various niche markets. CCI’s sites – AsianAvenue.com, BlackPlanet.com, MiGente.com FaithBase.com and GLEE.com collectively generated over 1 billion page views each month and was one of the Top 25 highest trafficked network of sites on the Internet. Calvin served 12 years at Community Connect in various executive roles of sales and marketing, operations, and business development. In April 2008, CCI was acquired by Radio One Inc. (NASDAQ: ROIA) the fifth largest radio company in the U.S. Calvin holds a BA from New York University Leonard N. Stern Business School.

Calvin is married, has two kids, and lives in New Jersey. Calvin also serves as advisor/ board member to several tech companies and startups.

[Walker]

Great news imo - very small split and a new business.

[iPickle]

Read fast 8K The Board of Directors authorized a reverse split of 10 to 1 of its Common Stock, effective December 31, 2012 immediately prior to authorization of the Material Definitive Agreement.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8994089

[Walker]

Yep - he is in control - nice buys today again!

[WakingBake]

UBSS seems to be playing with himself again

[Walker]

UBSS back with 750K bid at .015

[jobynimble]

All I know is what is in the filings. I'll be calling them to see what I can find out, probably after the new year...

[Walker]

Nice hits and Bids keep moving back up - seems like people accumulating for something. All this volume out of nowhere.

[jobynimble]

Link to all SEC filings: http://www.sec.gov/cgi-bin/browse-edgar?company=tgfin&match=&CIK=&filenum=&State=&Country=&SIC=&owner=include&Find=Find+Companies&action=getcompany

[ground_fog]

level II? TDA is all f'd up today

[Walker]

More bid jumping with VNDM and UBSS!

[Walker]

Bids keep stacking - VNDM just upped his.

[jobynimble]

Thanks WB

[WakingBake]

Agreed, Nice to see u Joby.

[jobynimble]

TGFN is OTCQB and fully reporting...

http://www.otcmarkets.com/stock/TGFN/financials

The Ibox needs updating, too...

[jobynimble]

[jobynimble]

Link to latest 10-Q filing...

http://www.otcmarkets.com/edgar/GetFilingPdf?FilingID=8923259

[jobynimble]

Okay, on radar and looking further...

[Walker]

Looks that way

[MasterBidder]

Something massive coming here IMO

DIK

[Walker]

5 million bid at .0121! Merger announcement at anytime now imo.

[MasterBidder]

Hey ubss bidder...? When u wanna move this sucka?


Dik

[M4R]

Merry Christmas All...not big on posting (many of you are much better than I), but figured I'd let y'all know I'm here! Have a wonderful Holiday and looking forward to some prosperity in the New Year

[WakingBake]

Merry X-mas TGFN

[PPS]

LOL

[Walker]

No doubt!

[MasterBidder]

Things will heat up here very soon IMO

Dik