UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





ý      QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period endedApril 3,
2010





 ̈      TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from _____________ to _____________





Commission
File Number 000-33389





nFinanSe
Inc.





(Exact
name of registrant as specified in its charter)





Nevada
            65-1071956(State
      or other jurisdiction of
            (IRS
      Employer Identification No.)incorporation
      or organization)3923
      Coconut Palm Drive, Suite 107Tampa,
      Florida
            33619(Address
      of principal executive offices)
            (Zip
      Code)Issuer’s
      telephone number, including area code:
            (813)
      367-4400





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.





Yes
            X
            
            No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).





Yes
            X
            
            No





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





Large
      accelerated filer   £
            Accelerated
      filer   £Non-accelerated
      filer (Do not check if a smaller reporting company)   £
            Smaller
      reporting company   T





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).





Yes
            
            
            No
            X





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date:
21,244,410shares of
common stock, $0.001 par value, outstanding as of May 7,
2010








nFinanSe
      Inc.A
      Development Stage EnterpriseTable
      of ContentsPage
      No.NOTE
      REGARDING FORWARD LOOKING STATEMENTS
            1PART
      I - FINANCIAL INFORMATIONItem
      1.     Financial Statements:Consolidated
      Balance Sheets as of April 3, 2010 (unaudited) and January 2, 2010
      (audited)
            2Consolidated
      Statements of Operations (unaudited) for the thirteen weeks ended April 3,
      2010 and April 4, 2009 and  for the period July 10, 2000
      (inception) to April 3, 2010
            3Consolidated
      Statements of Cash Flows (unaudited) for the thirteen weeks ended April 3,
      2010 and April 4, 2009, and for the period July 10, 2000 (inception) to
      April  3, 2010
            4Notes
      to Consolidated Financial Statements (unaudited)
            6Item
      2.     Management’s Discussion and Analysis of
      Financial Condition and Results of Operations.
            15Item
      3.     Quantitative and Qualitative Disclosures
      About Market Risk.
            19Item
      4T.   Controls and Procedures.
            20PART
      II - OTHER INFORMATIONItem
      6.     Exhibits.
            21SIGNATURES





-i-


FORWARD-LOOKING
STATEMENTS





In this
quarterly report, we make a number of statements, referred to as “forward-looking statements,”
which are intended to convey our expectations or predictions regarding the
occurrence of possible future events or the existence of trends and factors that
may impact our future plans and operating results. These forward-looking
statements are derived, in part, from various assumptions and analyses we have
made in the context of our current business plan and information currently
available to us and in light of our experience and perceptions of historical
trends, current conditions and expected future developments and other factors we
believe to be appropriate in the circumstances. You can generally identify
forward-looking statements through words and phrases such as “seek,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “budget,” “project,” “may be,” “may continue,” “may likely result,”and other similar
expressions and include statements regarding:





·
            the
      extent to which we continue to experience losses;·
            our
      real property leases and expenses related thereto;·
            our
      ability to fund our future cash needs through public or private equity
      offerings and debt financings;·
            whether
      our business strategy, expansion plans and hiring needs will significantly
      escalate our cash needs;·
            our
      need to raise additional capital and, if so, whether our success will
      depend on raising such capital;·
            our
      expectation of continued and increasing governmental regulation of the
      stored value card industry;·
            our
      anticipation of future earnings volatility;·
            our
      entrance into additional financings, which can result in a recognition of
      derivative instrument liabilities; and·
            the
      hiring of a substantial number of additional employees in sales,
      operations and customer service.





When
reading any forward-looking statement you should remain mindful that all such
statements are inherently uncertain as they are based on current expectations
and assumptions concerning future events or future performance of the Company,
and that actual results or developments may vary substantially from those
expected as expressed in or implied by that statement for a number of reasons or
factors, including those relating to:





·
            our
      ability to design and market our products;·
            the
      estimated timing of our product roll-outs;·
            our
      ability to protect our intellectual property rights and operate our
      business without infringing upon the intellectual property rights of
      others;·
            the
      changing regulatory environment related to our
products;·
            whether
      or not markets for our products develop and, if they do develop, the pace
      at which they develop;·
            our
      ability to attract the qualified personnel to implement our growth
      strategies,·
            our
      ability to develop sales and distribution capabilities;·
            our
      ability to work with our distribution partners;·
            the
      accuracy of our estimates and projections;·
            our
      ability to fund our short-term and long-term financing
    needs;·
            changes
      in our business plan and corporate strategies; and·
            other
      risks and uncertainties discussed in greater detail in this quarterly
      report, including those risks discussed under the heading “Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.”





Each
forward-looking statement should be read in context with, and with an
understanding of, the various other disclosures concerning the Company, as well
as other public reports filed with the United States Securities and Exchange
Commission. You should not place undue reliance on any forward-looking statement
as a prediction of actual results or developments. We are not obligated to
update or revise any forward-looking statement contained in this quarterly
report to reflect new events or circumstances unless and to the extent required
by applicable law.





As used
in this quarterly report, the terms “we,” “us,” “our,” “nFinanSe,” and “the Company” mean nFinanSe
Inc. and subsidiaries unless otherwise indicated. All dollar amounts in this
quarterly report are in U.S. dollars unless otherwise stated.





-1-





PART
I - FINANCIAL INFORMATION





Item
1. Financial Statements.


nFinanSe
Inc.


(A Development Stage
Enterprise)


CONSOLIDATED
BALANCE SHEETS





April
      3,
            
            
            January
      2,2010
            
            
            2010(unaudited)
            
            
            (audited)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
            
            $
            1,700,911
            
            
            $
            3,794,788Restricted
      cash
            
            
            403,252
            
            
            
            343,075Receivables:Accounts (net of allowance for doubtful accounts of $0 and $0,
      respectively)
            
            
            147,303
            
            
            
            189,015Other
            
            
            15,107
            
            
            
            13,519Prepaid
      expenses and other current assets, including prepaid marketing costs of
      approximately $122,200 and $30,800, respectively
            
            
            406,173
            
            
            
            236,758Inventories
            
            
            949,065
            
            
            
            1,416,890Total
      current assets
            
            
            3,621,811
            
            
            
            5,994,045PROPERTY
      AND EQUIPMENT (net of accumulated depreciation of $1,002,312 and
      $944,122, respectively)
            
            
            398,617
            
            
            
            405,615OTHER
      ASSETS
            
            
            54,934
            
            
            
            54,932TOTAL
      ASSETS
            
            $
            4,075,362
            
            
            $
            6,454,592LIABILITIES AND STOCKHOLDERS’
      EQUITYCURRENT
      LIABILITIES:Accounts
      payable
            
            $
            363,463
            
            
            $
            347,936Accrued
      personnel costs
            
            
            185,081
            
            
            
            88,231Credit
      facility and term loans outstanding
            
            
            500,000
            
            
            
            500,000Deferred
      revenues
            
            
            50,000
            
            
            
            51,667Other
      accrued liabilities
            
            
            49,343
            
            
            
            44,365Total
      current liabilities
            
            
            1,147,887
            
            
            
            1,032,199COMMITMENTS
      AND CONTINGENCIESSTOCKHOLDERS’
      EQUITY:Preferred
      stock - $0.001 par value:  25,000,000 shares authorized;
      16,758,487 and 12,537,984  shares issued and outstanding on
      April 3, 2010 and January 2, 2010, respectively, as
    follows:Series
      A Convertible Preferred Stock – 9,330,514 shares authorized; 7,500,484 and
      7,500,484 shares  issued and outstanding with a liquidation
      value of $7,971,062 and $7,877,563 (including undeclared and unpaid
      accumulated dividends in arrears of $470,578 and $377,079) at April 3,
      2010 and January 2, 2010, respectively
            
            
            7,
      500
            
            
            
            7,500Series
      B Convertible Preferred Stock – 1,000,010 shares authorized; 1,000,000
      shares issued and outstanding with a liquidation value of $3,000,000 at
      April  3, 2010 and January 2, 2010
            
            
            1,000
            
            
            
            1,000Series
      C Convertible Preferred Stock – 4,100,000 shares authorized; 4,037,500
      shares issued and outstanding with a liquidation value of $8,075,000 at
      April 3, 2010 and January 2, 2010
            
            
            4,038
            
            
            
            4,038Series
      D Convertible Preferred Stock – 4,666,666 shares
      authorized;  4,331,838 shares issued and outstanding with a
      liquidation value of $12,995,514 at April 3, 2010 and January 2,
      2010
            
            
            4,332
            
            
            
            4,332Common
      stock - $0.001 par value: 200,000,000 shares authorized; 21,244,410
      and  9,344,108 shares issued and outstanding as of April 3, 2010
      and January 2, 2010, respectively
            
            
            21,244
            
            
            
            9,543Additional
      paid-in capital
            
            
            71,542,467
            
            
            
            71,421,315Deficit
      accumulated during the development stage
            
            
            (68,653,106
            )
            
            
            (66,025,335
            )Total
      stockholders’ equity
            
            
            2,927,475
            
            
            
            5,422,393TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            4,075,362
            
            
            $
            6,454,592





See notes
to consolidated financial statements.


-2-


nFinanSe
Inc.


(A Development Stage
Enterprise)





CONSOLIDATED
STATEMENTS OF OPERATIONS


(Unaudited)





For
      the
              thirteenweeks
              ended
              April
      3, 2010
            
            
            For
      the
              thirteenweeks
              ended
              April
      4, 2009
            
            
            For
      the
              period
              July
      10, 2000
              (inception)
      to
              April
      3, 2010REVENUES
            
            $
            54,692
            
            
            $
            (5,654
            )
            
            $
            1,310,058OPERATING
      EXPENSESTransaction
      and operating expenses
            
            
            922,777
            
            
            
            540,762
            
            
            
            8,973,260Selling
      and marketing expenses
            
            
            405,553
            
            
            
            499,096
            
            
            
            10,253,475General
      and administrative expenses
            
            
            1,330,712
            
            
            
            1,511,232
            
            
            
            37,406,389Total
      operating expenses
            
            
            2,659,042
            
            
            
            2,551,090
            
            
            
            56,633,124Loss
      before other income (expense)
            
            
            (2,604,350
            )
            
            
            (2,556,744
            )
            
            
            (55,323,066
            )Other
      income (expense):Interest
      expense
            
            
            (23,465
            )
            
            
            (773,511
            )
            
            
            (5,269,741
            )Interest
      income
            
            
            44
            
            
            
            -
            
            
            
            1,164,469Gain
      on derivative instruments
            
            
            -
            
            
            
            -
            
            
            
            1,449,230Loss
      from litigation
            
            
            -
            
            
            
            -
            
            
            
            (105,500
            )Loss
      on debt extinguishment
            
            
            -
            
            
            
            -
            
            
            
            (4,685,518
            )Registration
      rights penalties
            
            
            -
            
            
            
            -
            
            
            
            (98,649
            )Other
      income (expense)
            
            
            -
            
            
            
            (1,609
            )
            
            
            (95,510
            )Total
      other income (expense)
            
            
            (23,421
            )
            
            
            (775,120
            )
            
            
            (7,641,219
            )Loss
      from continuing operations
            
            
            (2,627,771
            )
            
            
            (3,331,864
            )
            
            
            (62,964,285
            )Loss
      from discontinued operations
            
            
            -
            
            
            
            -
            
            
            
            (3,861,579
            )Net
      loss
            
            
            (2,627,771
            )
            
            
            (3,331,864
            )
            
            
            (66,825,864
            )Dividends
      paid on Series A Convertible Preferred Stock
            
            
            -
            
            
            
            -
            
            
            
            (1,827,244
            )Undeclared
      and unpaid dividends on Series A Convertible Preferred
    Stock
            
            
            (93,499
            )
            
            
            (93,499
            )
            
            
            (470,578
            )Net
      loss attributable to common stockholders
            
            $
            (2,721,270
            )
            
            $
            (3,425,363
            )
            
            $
            (69,123,686
            )Net
      loss per share - basic and diluted
            
            $
            (0.23
            )
            
            $
            (0.36
            )Weighted
      average number of shares outstanding
            
            
            11,857,474
            
            
            
            9,400,108




See notes
to consolidated financial statements.




-3-


nFinanSe
Inc.


(A Development Stage
Enterprise)





CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)





For
      the
              thirteenweeks
              ended
              April
      3,2010
            
            
            For
      the
              thirteen
      weeks
              ended
              April
      4, 2009
            
            
            For
      the
              period
              July
      10, 2000
              (inception)
      to
              April
      3,2010CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (2,627,771
            )
            
            $
            (3,331,864
            )
            
            $
            (66,825,864
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
            
            
            58,190
            
            
            
            63,006
            
            
            
            1,550,123Provision
      for inventory obsolescence
            
            
            577,869
            
            
            
            59,926
            
            
            
            1,491,305Provision
      for bad debts
            
            
            -
            
            
            
            -
            
            
            
            461,972Amortization
      of intangible assets
            
            
            -
            
            
            
            -
            
            
            
            15,485Stock-based
      compensation and consulting
            
            
            115,822
            
            
            
            109,417
            
            
            
            8,681,818Purchased
      in process research and development
            
            
            -
            
            
            
            -
            
            
            
            153,190Gain
      on derivative instruments
            
            
            -
            
            
            
            -
            
            
            
            (1,449,230
            )Loss
      on debt extinguishments
            
            
            -
            
            
            
            -
            
            
            
            4,685,518Loss
      on disposal of assets
            
            
            -
            
            
            
            1,609
            
            
            
            29,572Loss
      from impairment of assets
            
            
            -
            
            
            
            118,276
            
            
            
            3,319,504Debt
      forgiveness as a result of litigation settlement
            
            
            -
            
            
            
            -
            
            
            
            (50,000
            )Non-cash
      interest expense
            
            
            -
            
            
            
            555,767
            
            
            
            3,621,924Other
      non-cash expense
            
            
            -
            
            
            
            474
            
            
            
            15,881Changes in assets and
      liabilities, net:Restricted
      cash
            
            
            (60,177
            )
            
            
            (48,750
            )
            
            
            (403,252
            )Receivables
            
            
            40,124
            
            
            
            15,639
            
            
            
            (462,119
            )Prepaid
      expenses and other current assets
            
            
            (169,415
            )
            
            
            161,764
            
            
            
            (167,861
            )Inventories
            
            
            (110,044
            )
            
            
            2,684
            
            
            
            (3,784,365
            )Other
      assets
            
            
            (2
            )
            
            
            15,996
            
            
            
            (4,121
            )Assets
      of discontinued operations
            
            
            -
            
            
            
            -
            
            
            
            (229,060
            )Accounts
      payable and accrued  liabilities
            
            
            117,355
            
            
            
            (354,281
            )
            
            
            828,979Accrued
      registration rights penalties
            
            
            -
            
            
            
            -
            
            
            
            98,649Deferred
      revenues
            
            
            (1,667
            )
            
            
            (2,084
            )
            
            
            50,000NET
      CASH USED IN OPERATING ACTIVITIES
            
            
            (2,059,716
            )
            
            
            (2,632,421
            )
            
            
            (48,371,952
            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of property and equipment
            
            
            (51,192
            )
            
            
            -
            
            
            
            (2,184,505
            )Early
      redemption of short-term investment
            
            
            -
            
            
            
            -
            
            
            
            (2,504
            )Investment
      in Product Benefits Systems Corporation
            
            
            -
            
            
            
            -
            
            
            
            (15,737
            )Cash
      advanced under note receivable
            
            
            -
            
            
            
            -
            
            
            
            (202,000
            )Other
            
            
            -
            
            
            
            -
            
            
            
            (15,000
            )NET CASH USED IN INVESTING
      ACTIVITIES
            
            
            (51,192
            )
            
            
            -
            
            
            
            (2,419,746
            )





(Continued)


-4-


nFinanSe
Inc.


(A Development Stage
Enterprise)





CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)




For
      the
              thirteenweeks
              ended
              April
      3,2010
            
            
            For
      the
              thirteenweeks
              ended
              April
      4,2009
            
            
            For
      the
              period
              July
      10, 2000
              (inception)
      to
              April
      3,2010CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of Series A Convertible Preferred Stock
            
            
            -
            
            
            
            -
            
            
            
            4,000,000Proceeds
      from issuance of Series B Convertible Preferred Stock
            
            
            -
            
            
            
            -
            
            
            
            3,000,000Proceeds
      from issuance of Series C Convertible Preferred Stock
            
            
            -
            
            
            
            -
            
            
            
            8,075,000Proceeds
      from issuance of Series D Convertible Preferred Stock
            
            
            -
            
            
            
            -
            
            
            
            7,253,199Proceeds
      from borrowings
            
            
            -
            
            
            
            2,700,000
            
            
            
            11,265,162Repayments
      of notes payable
            
            
            -
            
            
            
            -
            
            
            
            (147,912
            )Collections
      on note receivable from stockholder
            
            
            -
            
            
            
            -
            
            
            
            3,000,000Payment
      for deferred financing costs
            
            
            -
            
            
            
            -
            
            
            
            (459,606
            )Payments
      for stock issuance costs
            
            
            -
            
            
            
            -
            
            
            
            (1,519,289
            )Proceeds
      from the exercise of stock warrants
            
            
            17,031
            
            
            
            -
            
            
            
            17,031Proceeds
      from the exercise of vested stock options
            
            
            -
            
            
            
            -
            
            
            
            8,249Proceeds
      from the issuance of Common Stock
            
            
            -
            
            
            
            -
            
            
            
            18,000,775NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            17,301
            
            
            
            2,700,000
            
            
            
            52,492,609





NET
      CHANGE IN CASH AND CASH EQUIVALENTS
            
            
            (2,093,877
            )
            
            
            67,579
            
            
            
            1,700,911CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
            
            
            3,794,788
            
            
            
            475,608
            
            
            
            -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
            
            $
            1,700,911
            
            
            $
            543,187
            
            
            $
            1,700,911SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATION:Interest
      paid
            
            $
            23,465
            
            
            $
            216,942
            
            
            $
            1,112,827Income
      taxes paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -SUPPLEMENTAL
      DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Acquisition
      of assets by issuance of Common Stock
            
            $
            -
            
            
            $
            -
            
            
            $
            818,200Reclassification
      of proceeds from sales of Common Stock to derivative financial instrument
      liabilities
            
            $
            -
            
            
            $
            -
            
            
            $
            4,007,443Issuance
      of Common Stock for net assets of Pan American Energy Corporation in a
      recapitalization  - see Note A
            
            $
            -
            
            
            $
            -
            
            
            $
            2,969,000Issuance
      of Common Stock in lieu of cash payment of registration
      penalties
            
            $
            -
            
            
            $
            -
            
            
            $
            652,625Reclassification
      of long-lived assets to assets of discontinued telecom
      operations
            
            $
            -
            
            
            $
            -
            
            
            $
            100,000Warrants
      exchanged for Common Stock
            
            $
            9,998
            
            
            $
            
            
            
            $
            9,998Warrants
      issued to DFS Services, LLC
            
            $
            -
            
            
            $
            -
            
            
            $
            535,302Warrants
      issued to Lenders
            
            $
            -
            
            
            $
            894,682
            
            
            $
            1,530,381Conversion
      of Series A Convertible Preferred Stock to Common Stock
            
            $
            -
            
            
            $
            -
            
            
            $
            1,828Dividends
      on Series A Convertible Preferred Stock
            
            $
            -
            
            
            $
            189,053
            
            
            $
            1,827,244Declared
      and unpaid dividends on Series A Convertible Preferred
    Stock
            
            $
            179,772
            
            
            $
            -
            
            
            $
            179,772Conversion
      of Senior Secured Convertible Promissory Notes and accrued interest to
      Series A Convertible Preferred Stock
            
            $
            -
            
            
            $
            -
            
            
            $
            5,327,934Exchange
      of Accommodation and Term Loans and accrued interest to Series D
      Convertible Preferred Stock
            
            $
            -
            
            
            $
            -
            
            
            $
            5,693,898





See notes
to consolidated financial statements.


-5-





nFinanSe
Inc.


(A Development Stage
Enterprise)





NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





NOTE A -FORMATION, BACKGROUND AND OPERATIONS
OF THE COMPANY





Background





The
accompanying consolidated financial statements include the accounts of nFinanSe
Inc. (formerly Morgan Beaumont, Inc.) and those of its wholly owned
subsidiaries, nFinanSe Payments Inc. and MBI Services Group, LLC (currently
dormant) (collectively, the “Company,” “we, ” “us, ” or “our”).  All
significant inter-company balances and transactions have been
eliminated.  We made the decision to abandon MBI Services Group, LLC’s
prepaid telephone card business in the fourth quarter of fiscal
2006.  We accounted for this discontinued operation using the
component-business approach in accordance with a certain accounting standard as
defined in the Accounting Standards Codification (“ASC”). As such, the
results of MBI Services Group, LLC have been eliminated from ongoing operations
for all periods presented and shown as a single line item on the statements of
operations entitled “Loss from discontinued operations” for each period
presented.  Because we are continuing to raise funds, and because our
revenues have been minimal, we are considered to be a development stage
enterprise as defined in an ASC.





nFinanSe
Inc. is a provider of stored value cards (“SVCs”), for a wide
variety of markets, including grocery stores, convenience stores, general
merchandise stores and direct to customer through on-line or direct marketing
activities. Our products and services are aimed at capitalizing on the growing
demand for stored value and reloadable ATM/prepaid card financial products. We
believe SVCs are a fast-growing product segment in the financial services
industry.





Basis of
Presentation





The
consolidated financial statements contained herein have been prepared in
accordance with generally accepted accounting principles (“GAAP”) for interim
financial statements, the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, these financial statements do not include all the information
and footnotes required by GAAP for annual financial statements. In addition,
certain comparative figures for the prior year and inception to date period may
have been reclassified to conform with the current year’s presentation. In the
opinion of management, the accompanying consolidated financial statements
contain all the adjustments necessary (consisting only of normal recurring
accruals and adjustments) to fairly present the financial position of the
Company at April 3, 2010 and January 2, 2010, its results of operations for the
thirteen weeks ended April 3, 2010 and April 4, 2009 (“1Q2010” and “1Q2009”) and its cash
flows for 1Q2010 and 1Q2009. Operating results for 1Q2010 are not necessarily
indicative of the results that may be expected for the fiscal year ending
January 1, 2011. These consolidated financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Company’s Annual Report on Form 10-K for the fiscal year ended
January 2, 2010.




Revenue
Recognition





We
generate the following types of revenues:





•
            Wholesale
      fees, charged to our prepaid card distributors when our general purpose
      reloadable cards are reloaded and our gift cards are
  sold.•
            Transaction
      fees, paid by the applicable networks and passed through by our card
      issuing banks when our SVCs are used in a purchase or ATM
      transaction.•
            Maintenance
      fees, charged to an SVC with a cash balance for initial activation and
      monthly maintenance.•
            Interest
      revenue, on overnight investing of SVC balances by our card issuing
      bank.





We
recognize revenue when (1) there is persuasive evidence of an arrangement
existing, (2) delivery has occurred, (3) our price to the buyer is fixed or
determinable and (4) collectibility of the receivables is reasonably assured. We
recognize the costs of these revenues, including the cost of printing the cards,
packaging and collateral material, at the time revenue is
recognized.  Certain periodic card costs are recognized as
incurred.





-6-





Accounts Receivable and
Allowance for Doubtful Accounts





Our
credit terms to our prepaid card distributors for our wholesale fees and the
load value of gift cards and of the general purpose reloadable cards vary by
customer but are less than two weeks. Payroll card loads are remitted by the
sponsor company directly to the issuing bank, in advance. Transaction fees and
interest income are paid monthly in arrears by the card-issuing bank
approximately two weeks into the month following the recognition of such fees or
interest income.  Maintenance fees are charged to active cards with
balances upon activation and then on the same day of each month in
arrears.





Accounts
receivable are determined to be past due if payment is not made in accordance
with the terms of our contracts. Receivables are written off when they are
determined to be uncollectible.  Our customers are typically prepaid
card distributors and large multi-unit retailers. We perform ongoing credit
evaluations of our customers and, with the exception of some minimum cash
balances, we generally do not require collateral.





We
evaluate the allowance for doubtful accounts based upon our review of the
collectability of our receivables in light of historical experience, adverse
situations that may affect our customers’ ability to repay, estimated value of
any underlying collateral and prevailing economic conditions. This evaluation is
inherently subjective as it requires estimates that are susceptible to
significant revision as more information becomes
available.  Management believes accounts receivable are fully
collectible; therefore, no allowance for doubtful accounts has been
established.





Use of
Estimates





The
preparation of consolidated financial statements in conformity with GAAP
requires us to make certain estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements. The reported
amounts of revenues and expenses during the reporting period may be affected by
the estimates and assumptions we are required to make. Estimates that are
critical to the accompanying consolidated financial statements arise from our
belief that (1) we will be able to raise and generate sufficient cash to
continue as a going concern (2) all long-lived assets are recoverable, and (3)
our inventory is properly valued and deemed recoverable.  In addition,
stock-based compensation expense represents a significant
estimate.  The markets for our products are characterized by intense
competition, rapid technological development, evolving standards and regulations
and short product life cycles, all of which could impact the future realization
of our assets. Estimates and assumptions are reviewed periodically and the
effects of revisions are reflected in the period that they are determined to be
necessary. It is at least reasonably possible that our estimates could change in
the near term with respect to these matters.





Cash and Cash
Equivalents





For
purposes of the statement of cash flows, we consider all highly liquid
investments with an original maturity of thirteen weeks or less to be cash
equivalents.





Restricted
Cash





Funds
classified as restricted cash as at April 3, 2010 relate to loan advances on our
credit facility, as described in Note C – Credit Facility.





Inventories





Inventories
are charged to operations using the first in, first out method. Our inventory
costs generally arise from costs incurred to produce SVCs, including costs for
plastic and packaging, embossing fees, printing fees and
shipping.    Inventories consist of the
following:





April
      3, 2010
            
            January
      2, 2010Finished
      cards
            $
            3,251,718
            $
            3,359,927Inventory
      in process
            
            14,177
            
            11,6633,265,895
            
            3,371,590Less
      reserve for damaged and obsolete inventory
            
            2,316,830
            
            1,954,700Total
      Inventories
            $
            949,065
            $
            1,416,890





We have a
policy of reserving the full inventory carrying cost for any cards that are on
our books with six months or less to expiration.  This policy results
in a higher reserve percentage being charged in the period of time beginning
twelve months prior to a card’s expiration and continuing until the card is
fully reserved at the point six months from expiration.  This policy
resulted in an increase in inventory reserves charges of approximately $362,000
for 1Q2010.  During the fiscal year ended January 2, 2010, we
recognized impairment charges of $1,474,209 on certain inventory items printed
in 2007 that are scheduled to be destroyed or that have an expiration date of
less than six months.


-7-


Property and
Equipment





Property
and equipment are stated at cost. Major additions are capitalized, but minor
additions which do not extend the useful life of an asset, and maintenance and
repairs are expensed as incurred. Depreciation and amortization are provided
using the straight-line method over the shorter of the lease term, if any, or
the assets' estimated useful lives, which range from three to ten
years.





Long-Lived
Assets





In
accordance with ASC we evaluate the recoverability of long-lived assets and the
related estimated remaining lives when events or circumstances lead us to
believe that the carrying value of an asset may not be recoverable.





We did
not incur any impairment charges in 1Q2010.  During 1Q2009, we
recognized impairment charges of approximately $118,300 on an intangible asset
related to a marketing incentive agreement.  These impairment charges
are included in general and administrative expenses in the accompanying
statements of operations





As of
April 3, 2010 our estimates indicate that all remaining long-lived assets are
recoverable.





Advertising
Costs





Advertising
expenses, which were approximately $121,200 and $82,700 during 1Q2010 and
1Q2009, respectively, are expensed as incurred. The majority of advertising for
both 1Q2010 and 1Q2009 was related to attending trade shows and employing media
consultants.   At April 3, 2010, we had approximately $122,200 in
prepaid marketing of which the majority is related to product placement
inducement payments and advertising promotional payments made to a nationwide
retailer. The product placement inducement payments are being amortized as a
reduction of revenue over the contract period and the promotional payments are
expensed when the advertising event occurs.





Research and
Development





Research
and development costs, which approximated $275,000 and $267,000 during 1Q2010
and 1Q2009, respectively, are expensed as incurred.  These costs are
primarily related to network software development, security compliance and
systems maintenance.





Net Loss Per
Share





Basic net
loss per share is computed by dividing the net loss attributable to common
stockholders for the period after deducting dividends on our Series A
Convertible Preferred Stock (“Series A Preferred
Stock”) by the weighted average number of common shares outstanding
during the period. Diluted net loss per share is computed by dividing the net
loss for the period by the number of common and common equivalent shares
outstanding during the period (common stock equivalents arise from options,
warrants and convertible preferred stock). Because of our net losses, none of
these common stock equivalents have been dilutive at any time since our
inception; accordingly basic and diluted net loss per share are identical for
each of the periods in the accompanying consolidated statements of
operations.





The
following table lists the total of the Company’s common stock, par value $0.001
per share (the “Common
Stock”) and our common stock equivalents outstanding at April 3,
2010:


Description
            
            Shares
      of
              Common
      Stockand
              Common
      Stock EquivalentsOutstandingCommon
      Stock
            
            21,244,410Series
      A Convertible Preferred Stock *
            
            7,500,484Series
      B Convertible Preferred Stock *
            
            1,000,000Series
      C Convertible Preferred Stock *
            
            4,037,500Series
      D Convertible Preferred Stock *
            
            43,318,380Stock
      Options
            
            3,052,638Warrants
            
            44,946,931Total
            
            125,100,343*  as-converted
      into Common Stock.




-8-


Income
Taxes





Under
certain ASC’s, deferred taxes are recognized for the tax consequences of
temporary differences by applying enacted statutory rates applicable to future
years to differences between the financial statement carrying amounts and the
tax basis of existing assets and liabilities. The effect on deferred taxes of a
change in tax rates is recognized in income in the period that includes the
enactment date. Significant temporary differences arise primarily from reserves
for inventory obsolescence, impairment charges and accounts payable and accrued
liabilities that are not deductible for tax reporting until they are realized
and/or paid.





Financial Instruments and
Concentrations





Financial
instruments, as defined in a certain ASC’s, consist of cash, evidence of
ownership in an entity and contracts that both (1) impose on one entity a
contractual obligation to deliver cash or another financial instrument to a
second entity, or to exchange other financial instruments on potentially
unfavorable terms with the second entity, and (2) conveys to that second entity
a contractual right (a) to receive cash or another financial instrument from the
first entity or (b) to exchange other financial instruments on potentially
favorable terms with the first entity. Our financial instruments consist
primarily of cash and cash equivalents, restricted cash, short-term
investment(s), accounts receivable, accounts payable, accrued liabilities and
credit facilities.  The carrying values of these financial instruments
approximate their respective fair values due to their short-term
nature.





Financial
instruments that potentially subject us to significant concentrations of credit
risk consist primarily of cash and cash equivalents, restricted cash and
accounts receivable. We frequently maintain cash balances in excess of federally
insured limits. However, we believe that cash balances held in non interest
bearing accounts are fully insured at this time. As such, with interest rates at
historical lows, we have made the decision to maintain cash balances at more
than one bank to diversify our exposure and to use our non-interest-earning
balances to lower any banking fees. Our revenues and accounts receivable balance
is and is expected to be primarily composed of amounts generated from our
largest distributor, Interactive Communications (“InComm”).  We
have not experienced any losses from receivables due from InComm.





Stock-Based
Compensation





We
account for stock based compensation utilizing the fair value recognition
pursuant to an ASC.  This statement requires us to recognize
compensation expense in an amount equal to the grant-date fair value of
shared-based payments such as stock options granted to
employees.  These options generally vest over a period of time and the
related compensation cost is recognized over that vesting period.





The
following table summarizes our stock-based compensation
expense:


Stock-based
      compensation charged to:
              
              1Q2010
              
              1Q2009Transaction
      and operating expenses
              $
              1,229
              $
              804Selling
      and marketing expenses
              
              25,867
              
              28,838General
      and administrative expenses
              
              84,387
              
              79,775Consulting
      expense
              
              4,339
              
              -Interest
      expense
              
              -
              
              9,925Total
      stock-based compensation
              $
              115,822
              $
              119,342


Amounts
charged to consulting expense represent the cost of options issued in
conjunction with an internet-based sales development agreement.  The
prior year amount charged to interest expense represent the costs of warrants
issued as compensation to Mr. Bruce E. Terker, one of the Company’s directors,
for supplying the required collateral for bonds issued to support our state
money transmitter licenses.





Dividends on Preferred
Stock





Our
Series A Preferred Stock accrues dividends of 5% per annum are paid semiannually
and can be satisfied in cash or through the issuance of Common
Stock.  Unless and until these dividends are declared and paid in
full, the Company is prohibited from declaring any dividends on its Common
Stock.  Pursuant to the Company’s Amended and Restated Loan and
Security Agreement, dated November 26, 2008 (see Note C – Credit Facility and
Term Notes), the Company is limited to paying $500,000 in any fiscal year for
cash dividends or other cash distributions to the holders of shares of Series A
Preferred Stock.  There are no dividend requirements on our Series B
Convertible Preferred Stock, on our Series C Convertible Preferred Stock or on
our Series D Convertible Preferred Stock.





Dividends
owed and declared on our Series A Preferred Stock were $179,772 as of December
31, 2009.  Dividends owed but not declared on our Series A Preferred
Stock were $290,806 as of April 3, 2010.





-9-


Fair
Value Measurements





At April 3, 2010, the Company did not have any items to be
measured at fair value.





Recently Issued Accounting
Pronouncements





In
January 2010, the Financial Accounting Standards Board (‘‘FASB’’) issued
Accounting Standards Update No. 2010-06, Fair Value Measurements and
Disclosures (Topic 820): Improving Disclosures about Fair Value
Measurements. The amendments in this update require, among other things,
new disclosures and clarifications of existing disclosures related to transfers
in and out of Level 1 and Level 2 fair value measurements, further
disaggregation of fair value measurement disclosures for each class of assets
and liabilities, and additional details of valuation techniques and inputs
utilized. The adoption of this standard is not expected to affect the Company’s
consolidated financial statements.





In
January 2010, the FASB issued Accounting Standards Update No. 2010-01,
Equity (Topic 505): Accounting
for Distributions to Shareholders with Components of Stock and Cash. This
update requires that dividends declared and payable in a combination of stock
and cash, at the shareholders election, be included in earnings per share
prospectively and not considered a stock dividend for purposes of computing
earnings per share. To date, the Company has not declared dividends in this
manner so this update has had no impact on the Company’s computation of earnings
per share.





NOTE
B - GOING CONCERN





Our
consolidated financial statements are prepared using GAAP as applicable to a
going concern, which contemplate the realization of assets and liquidation of
liabilities in the normal course of business.  Our operations have
historically been funded primarily through equity capital.  Because of
our operating losses, at April 3, 2010, we have a cash balance of approximately
$1,700,900 which is not expected to be adequate to meet our anticipated cash
commitments in 2010.  To meet our cash needs, we expect to raise
between $5 and $8 million in additional net equity capital to fund our 2010
fiscal year operations. We estimate this additional equity will be needed for us
to reach a critical mass of cards in the marketplace and achieve positive cash
flow.





Although
we reasonably believe that we will be successful in raising the required equity
we need to fund our operations and cash commitments, no assurance can be given
that we will be able to do so.  Additionally, we have incurred
significant losses and negative cash flows from operations since our inception,
and as a result no assurance can be given that we will be successful in
attaining profitable operations, especially when one considers the problems,
expenses and complications frequently encountered in connection with entrance
into established markets and the competitive environment in which we
operate.





These
factors, among others, indicate that we may be unable to continue as a going
concern for a reasonable period of time. Our consolidated 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 we be unable to continue as a going
concern.





NOTE
C – CREDIT FACILITY





On June
10, 2008, the Company and its wholly owned subsidiary, nFinanSe Payments Inc.
(collectively, the “Borrowers”), entered
into a Loan and Security Agreement (the “Original Loan
Agreement”) and, on November 26, 2008, entered into an Amended and
Restated Loan and Security Agreement (the “Amended and Restated Loan
Agreement”) with Ballyshannon Partners, L.P., Ballyshannon Family
Partnership, L.P., Midsummer  Investment, Ltd., Porter Partners, L.P.
and Trellus Partners, L.P. (collectively, the “Lenders”).  The
Original Loan Agreement established a revolving credit facility in the maximum
aggregate principal amount of $15,500,000 (the “Credit Facility”),
with the Borrowers’ obligations secured by a lien on substantially all of the
Company’s assets.  Loans under the Original Loan Agreement (each, a
“Loan”) may be
used solely to make payments to card-issuing banks for credit to
SVCs.  The Amended and Restated Loan Agreement modified the Original
Loan Agreement by establishing a sub-commitment of $3,400,000, pursuant to which
each Lender, excluding Midsummer Investment, Ltd., which did not participate in
the sub-commitment, in its sole discretion, may advance funds (each, an “Accommodation Loan”)
that may be used by the Company for working capital expenditures, working
capital needs and other general corporate purposes.  Loans and
Accommodation Loans will be funded by the Lenders into separately controlled
accounts subject to the Lenders’ lien.  Loan amounts deposited into a
lender-controlled loan account are reflected as Restricted Cash on our balance
sheet and bear interest at 6% per annum until withdrawn (for the sole purpose of
funding SVCs) from that deposit account, at which time they bear interest at 16%
per annum.  Accommodation Loans are funded into a company-controlled
operating account and bear interest at 16% per annum.  Loans may be
repaid and re-borrowed in accordance with the provisions of the Original Loan
Agreement.  Accommodation Loans may be repaid and re-borrowed in
accordance with the provisions of the Amended and Restated Loan Agreement,
including the requirement that upon the occurrence and during an event of
default, Accommodation Loans will be repaid after the repayment in full of all
other loans under the Credit Facility.





-10-


On
October 29, 2009, the Lenders approved the extension of maturity for an
additional six months, or May 25, 2010, upon the satisfaction of certain
conditions set forth in the Amended and Restated Loan Agreement.  The
Credit Facility provides for usual and customary events of default, including
but not limited to (i) the occurrence of a Material Adverse Change and (ii) the
occurrence of a Change of Control (as such terms are defined in the Amended and
Restated Loan Agreement).  The Credit Facility contemplates that, with
the Lenders’ consent, the maximum commitment may be increased to up to
$20,000,000, and additional lenders may be added.





As of
April 3, 2010, the Borrowers had drawn $500,000 in Loans under the Amended and
Restated Loan Agreement.





Mr.
Terker, a current member of the Board of Directors of the Company (the “Board”), has sole
voting and dispositive power over the securities held by Ballyshannon Partners,
L.P. and its affiliates, two of which were Accommodation Loan
Lenders.  Mr. Terker has a financial interest in such entities, and,
as such, has a financial interest in the Amended and Restated Loan
Agreement.





NOTE
D - STOCK OPTIONS AND WARRANTS





On March
1, 2007, our stockholders approved the 2007 Omnibus Equity Compensation Plan
(the “2007
Plan”) which combined the 709,850 shares that were issued and outstanding
under the Company’s 2004 Stock Option Plan with the 2,300,000 shares available
for issuance under the 2007 Plan.  On May 8, 2008 at the Company’s
Annual Stockholders’ Meeting, the Company’s stockholders voted to amend the 2007
Plan by increasing the number of authorized shares available for issuance by
1,000,000 shares, thus providing a total of 4,009,850 shares for issuance under
the combined plans.  As of April 3, 2010, we had 957,212 shares
available under the combined plans for future option grants and 3,052,638 total
options outstanding, consisting of 2,931,388 options issued to employees and
non-employee directors and 121,250 options issued to consultants. Such options
vest over various periods up to three years and expire on various dates through
2019.





The fair
value of each option grant is estimated at the date of grant using the
Black-Scholes option valuation model with the following weighted average
assumptions for the periods ended April 3, 2010 and April 4,
2009:


1Q2010
            
            1Q2009Expected
      term in years
            5
            
            5Expected
      stock price volatility
            167%
            
            165
      - 191%Risk
      free interest rate
            1.78%
            
            1.50%Dividend
      yield
            0%
            
            0%





Expected
stock price volatility is determined using historical volatility of the
Company's stock.  The average expected life was estimated based on
historical employee exercise behavior.





The
following table summarizes our stock option activity during the three month
period ended April 3, 2010:





Number
      of
              Options
            
            Weighted
      average
              exercise
              price
      per share
              (price
      at date
              of
      grant)Outstanding
      at January 2, 2010
            
            3,012,638
            $
            3.09Granted
            
            40,000
            $
            0.75Cancelled
            
            -
            $
            -Outstanding
      at April 3, 2010
            
            3,052,638
            $
            3.06Options
      granted at or above market value during the three month period
      ended April 3, 2010
            
            40,000




-11-





The
following table summarizes information regarding options that are outstanding at
April 3, 2010:




Options
      outstanding
            
            Options
      exercisableRange
      of
              exercise
      prices
            
            Number
              outstanding
            
            Weighted
              average
              remaining
              contractual
              life
      in years
            
            Weighted
              average
              exercise
              price
            
            Number
              Exercisable
            
            Weighted
              average
              exercise
              price
      per
              share$0.25-$1.02
            
            589,500
            
            9.2
            $
            0.72
            
            254,271
            $
            0.80$1.30-$2.20
            
            1,102,402
            
            6.9
            $
            1.54
            
            1,102,402
            $
            1.54$2.30-$3.75
            
            507,963
            
            6.0
            $
            3.42
            
            478,185
            $
            3.44$4.00-$32.00
            
            852,773
            
            5.8
            $
            6.42
            
            829,857
            $
            6.483,052,638
            
            6.9
            $
            3.06
            
            2,664,715
            $
            3.35





The
grant-date fair value of options granted during 1Q2010 and 1Q2009 was
approximately $3,800 and $286,000, respectively.  The total fair value
of shares vested during the three-month period ended April 3, 2010 was
approximately $115,800.  At April 3, 2010, we estimate the aggregate
stock-based compensation attributable to unvested options was approximately
$231,500, which amount is expected to be recognized over a period of
approximately three years.





Officer Stock
Options





On
January 4, 2010, the Board approved the repricing of all existing officer
options to $0.50.  The options were originally issued at exercise
prices ranging from $0.75 to $11.00.  The cost of the repricing of
these options was valued using the Black-Scholes option pricing model at an
aggregate fair value of approximately $9,729.This repricing is
subject to stockholder approval at the annual meeting scheduled for June 17,
2010. The fair value of these options will be recognized as stock-based
compensation expense upon stockholder approval.




On
January 28, 2010, the Board awarded a total of 8,796,385 stock options to eight
officers at an exercise price of $0.50 per share, which were valued using the
Black-Scholes option pricing model at an aggregate fair value of approximately
$804,893.  The options vest over ratably the next ten calendar
quarters. These grants are subject to stockholder approval. The fair value of
these options will be recognized as stock-based compensation expense over the
vesting period of the options, once stockholder approval is
obtained.





On
February 23, 2009, the Compensation Committee recommended to the Board and the
Board granted to our Chief Executive Officer, Jerry R. Welch, 250,000 stock
options at an exercise price of $1.00 per share, which, using the Black-Scholes
option pricing model, were valued at an aggregate of
$143,840.  Options to purchase 50,000 shares will become fully vested
on the anniversary date of the grant and 50,000 options will vest ratably over
the 12 months beginning March 31, 2010. Of the final 150,000 options, 75,000
were to vest on the first anniversary date of the grant and 75,000 were to vest
ratably over the 12 months beginning March, 2010, provided the Company had
positive earnings before interest, tax, depreciation and amortization (“EBITDA”
in any month prior to September 30, 2009. The Company failed to achieve positive
EBITDA and the 150,000 stock options were subsequently forfeited by Mr.
Welch.





On
February 23, 2009, the Compensation Committee recommended to the Board and the
Board granted to our Chief Financial Officer, Raymond P. Springer, 50,000 stock
options at an exercise price of $1.00 per share, which, using the Black-Scholes
option pricing model, were valued at an aggregate of $28,768.  The
options will become fully vested in two years, with one half vesting on the
anniversary date of the grant and 1/12 of the remaining grant vesting monthly
thereafter.





On
January 29, 2009 , the Compensation Committee recommended to the Board and the
Board granted to six officers of the Company an aggregate of 116,000 stock
options at an exercise price of $1.02 per share, which, using the Black-Scholes
option pricing model, were valued at an aggregate of $113,555. The options
become fully vested in two years, one half vests on the anniversary date of the
grant and 1/12 of the remaining grant vests monthly thereafter.





On
December 15, 2008, the Company issued a total of 42,750 stock options (750 stock
options to each employee [including seven officers) except our CEO] at an
exercise price of $0.75 per share.  The options vest one third at the
one-year anniversary of the grants and then ratably for the following 24
months.  The options were valued using the Black-Scholes option
pricing model at an aggregate fair value of approximately $30,000, which is
being recognized as stock-based compensation expense over the vesting period of
the options.




On May
12, 2008, our compliance officer was awarded 20,000 stock options at an exercise
price of $2.30 per share, which were valued using the Black-Scholes option
pricing model at an aggregate fair value of approximately
$28,900.  The options vest one third at the one-year anniversary of
the grants and then ratably for the following 24 months. The fair value of these
options is being recognized as stock-based compensation expense over the vesting
period of the options.





-12-





On
January 24, 2008, Messrs. Welch and Springer were awarded 95,000 and 45,000
stock options, respectively, at an exercise price of $4.00 per share, which were
valued using the Black-Scholes option pricing model at aggregate fair values of
approximately $234,000 and $111,000, respectively.  These amounts were
recognized as stock-based compensation expense as the options
vested.   The options were divided into 28 equal installments,
with the first seventeen installments vesting on January 28, 2008 and additional
installments vesting on the final day of each month through December 31,
2008.  At January 3, 2009, all options have vested and all
compensation expense related to these options has been recognized.





On
January 24, 2008, the Board also awarded a total of 155,000 stock options to
eight other officers at an exercise price of $4.00 per share, which were valued
using the Black-Scholes option pricing model at an aggregate fair value of
approximately $381,300.  The options vest one-third at the one-year
anniversary of the grants and then ratably for the following 24 months. The fair
value of these options is being recognized as stock-based compensation expense
over the vesting period of the options.





Non Employee Director
Options





In
February 2010, 40,000 options were granted to the non-employee members of our
Board. The options, which were 100% vested on the date of grant with an exercise
price of $0.75, were valued using the Black-Scholes option pricing model at an
aggregate fair value of approximately $4,000. This amount was included in
employee and director stock-based compensation in the statement of operations
for the quarter ended April 3, 2010.





Outstanding
Warrants





The
following table summarizes our warrant activity during the three month period
ended April 3, 2010:





Number
      of
              Warrants
            
            Weighted
      average
              exercise
      price
              per
      share
              (price
      at
              date
      of grant)Outstanding
      at January 2, 2010
            
            57,759,385
            $
            0.07Exercised
            
            (11,701,523)
            $
            0.01Forfeited
            
            (1,110,931)
            $
            0.01Outstanding
      at April 3, 2010
            
            44,946,931
            $
            0.09





On March
25, 2010, Mr. Terker, a member of our Board, and entities controlled by Mr.
Terker elected the cashless option to exercise 11,109,308 warrants with an
exercise price of $0.01 resulting in the issuance of 9,998,377 shares of Common
Stock and the forfeiture of 1,110,931 warrants.  On March 29, 2010,
Mr. Harris, a member or our Board, paid to the Company $17,031.46 for the
exercise of 1,703,146 warrants with an exercise price of $0.01 for the issuance
of 1,703,146 shares of our Common Stock.





Summary
of Warrants outstanding by Exercise Price:





Exercise
              Price
              perShare
            Number
      of
              Warrants
              Outstanding$    0.01
            43,405,131$    0.30
            256,250$    1.20
            5,000$    2.30
            883,475$    2.53
            54,575$    3.00
            200,000$    5.00
            142,500$   0.09
            44,946,931




-13-


NOTE
E - COMMITMENTS AND CONTINGENCIES





Operating
Leases





We are
obligated under various operating lease agreements for our
facilities.  Future minimum lease payments and anticipated common area
maintenance charges under all of our operating leases are approximately as
follows at April 3, 2010:





Twelve
      months ending
            
            
            AmountsApril
      2011
            $
            211,100April
      2012
            
            206,200April
      2013
            
            104,200April
      2014
            
            -April
      2015
            
            -Total
            $
            521,500





Rent
expense included in loss from continuing operations for 1Q2010 and 1Q2009, was
approximately $54,400 and $60,000, respectively.





Employment
Agreements





We are
obligated under employment agreements with our Chief Executive Officer, Jerry R.
Welch, and our Chief Financial Officer, Raymond P. Springer.  The
employment agreements had an initial term from September 5, 2006 to December 31,
2008 and were automatically renewed for two years with a new expiration date of
December 31, 2010.  The employment agreements provide to Messrs. Welch
and Springer a current annual salary of $275,000 and $200,000, respectively.
Each agreement is to be automatically renewed indefinitely for succeeding terms
of two years unless otherwise terminated in accordance with the
agreement.  Both Mr. Welch and Mr. Springer also receive
performance-based bonuses and certain medical and other benefits.  If
we terminate Mr. Welch or Mr. Springer without cause, we will be required to pay
severance to them in the amount of compensation and benefits they would have
otherwise earned in the remaining term of their employment agreements or twelve
months, whichever period is shorter.





In
addition to the above, Messrs. Welch and Springer received certain stock options
as described in Note D – Stock Options and Warrants.





Service and Purchase
Agreements





We have
entered into renewable contracts with DFS Services LLC and VISA® U.S.A. Inc.,
our card networks, Palm Desert National Bank (“PDNB”), and First
Bank & Trust (“FB&T”), our
card-issuing banks, Metavante Corporation (“Metavante”), our
processor, and American Express® Travel Related Services Company, Inc., a gift
card program, that have initial expiration dates from June 30, 2010 through
December 26, 2014.    Because the majority of the fees to be
paid are contingent primarily on card volume, it is not possible to calculate
the amount of the future commitment on these contracts. The Metavante, PDNB and
FB&T agreements also require a minimum payment of $5,000, $3,000 and $7,500
per month, respectively.  During 1Q2010 and 1Q2009, we made aggregate
payments of approximately $63,200 and $323,700, respectively, to Metavante,
$7,000 and $0, respectively, to PDNB and $28,000 and $62,300, respectively, to
FB&T under these agreements.





Our
agreements with PDNB and FB&T require us to maintain certain reserve
balances for our card programs.  As of January 2, 2010, the reserve
balances held at PDNB and FB&T were $10,000 and $25,000,
respectively.  These amounts are included in “Other assets” on the
Company’s balance sheet as of April 3, 2010.





Pending or Threatened
Litigation





We may
become involved in certain other litigation from time to time in the ordinary
course of business. To the best of our knowledge, no material litigation exists
or is threatened.





Bond
Collateral





On
February 1, 2009, we completed a partial funding of collateral amounting to
approximately $500,000 for performance bonds issued in connection with our state
licensing efforts.  The collateral, in the form of a letter of credit
arranged by Mr. Jeffrey Porter, was issued by a bank and was placed with the
insurance company that issued the various bonds which at the end of the year
aggregated approximately $9,600,000.  Mr. Porter entered into a
Guarantee and Indemnification Agreement with the Company dated February 1, 2009.
Accordingly, we are currently contingently liable for the face amount of the
letter of credit. Mr. Porter was to be compensated in cash at 2% of the average
outstanding amount of the letter of credit per quarter paid in arrears, however,
he chose to take the compensation in the form of Series D Preferred Stock during
the August 2009 equity raise. The Guarantee and Indemnification Agreement can be
cancelled by the Company upon receiving a more favorable arrangement from
another party. Upon demand, the Company will be required to increase the
collateral up to 10% of the face amount of bonds issued by the insurance
company. On February 1, 2010, both the letter of credit and the Guarantee and
Indemnification Agreement were renewed for another twelve
months.





End
of Financial Statements.




-14-





Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.




Overview.nFinanSe
Inc. is a provider of SVCs, for a wide
variety of markets, including grocery stores, convenience stores and general
merchandise stores. Our products and services are aimed at capitalizing on the
growing demand for stored value and reloadable ATM/prepaid card financial
products. We believe SVCs are a fast-growing product segment in the financial
services industry.





Discontinued Operations.In
September 2006, we discontinued the operations of our wholesale long distance
and prepaid phone card business.  All financial information pertaining
to this discontinued business has been eliminated from ongoing operations for
all periods presented in our financial statements included in this report and is
shown as a single line item entitled “Discontinued Operations.”





Results of Operations. Our
principal operations commenced in 2001.  However, to date, we have had
limited revenues.  Accounting guidelines set forth guidelines for
identifying an enterprise in the development stage and the standards of
financial accounting and reporting applicable to such an enterprise. In the
opinion of management, our activities from our inception through October 3, 2009
fall within the referenced guidelines. Accordingly, we report our activities in
this report in accordance with this guidelines.





Lack of Profitability of Business
Operations since 2001.During the years leading up to fiscal 2006, we
were primarily focused on selling Visa® and MasterCard® SVCs and experienced
significant difficulties and interruptions with our third-party card issuers due
to administrative errors, defective cards and poor service. Additionally, it
became apparent to management that there was a flaw in focusing solely on the
sale of SVC products that did not include a convenient load solution for
consumers. Consequently, management made the decision to expand our focus to
include the development of a process, which became known as the nFinanSe Network
TM, to
allow the consumer to perform value loads in a retail environment. To enhance
the load center footprint, in fiscal 2006, we entered into agreements with
MoneyGram® and Western Union® whereby our SVCs could be loaded at their
locations.





Further,
in 2006, and as amended in June 2007, we signed an agreement with DFS Services,
LLC that permits us to provide Discover® Network-branded SVCs directly or
through a card issuing bank. We believe the Discover® Network SVC products have
multiple competitive advantages over the SVCs we were previously selling.
Consequently, we focused on implementing the agreement with DFS Services, LLC in
lieu of pursuing SVC sales through our existing arrangements. Accordingly, our
sales efforts were interrupted while we developed our new Discover® Network SVC
programs and abandoned our then-existing SVC programs by disposing of the
associated SVC inventory. The time and money lost due to the difficulties and
interruptions we experienced hindered our progress and ability to make a
profit.





In late
2006, we developed a new go-to-market strategy centered on marketing bank-issued
Discover® Network-branded SVCs through well-established prepaid card
distributors combined with the load performing ability of the nFinanSe
NetworkTM.  In 2007, we secured agreements with several prepaid card
distributors including InComm, which
distributes prepaid card products to retailers with more than 100,000 locations
throughout the United States.  We had to source a new bank to issue
cards for InComm’s retailers and we began the task of integrating our network
with InComm’s.  Additionally, the issuing bank required that we
immediately begin making applications for licenses in those states claiming
jurisdiction over SVCs. The general purpuse reloadable card is a relatively new
product for most distributors and it has taken time to integrate with
distributors and to market to their retail partners. During the fourth quarter
of 2008, several large InComm retailers began marketing our cards.  In
July 2009, we executed a Card Distribution and Agency Agreement with Coinstar
E-Payment Services Inc. who distributes nFinanSe SVCs to more than 6,000 retail
locations.  During fiscal 2009 we made the decision to expand our card
offerings and executed an agreement with American Express to offer American
Express-branded gift cards and an agreement with Visa U.S.A. Inc.(“Visa®”) along
with PDNB that permits us to offer Visa-branded general purpose reloadable
SVCs.





At April
2, 2010, there were over 84,000 locations where our SVCs could be loaded (mostly
Western Union® and Moneygram® locations) and approximately 14,000 retail
locations currently offering our SVCs for sale and for reload
services.





Revenues. We produce revenues
through four general types of transactions:





•
            Wholesale
      fees, charged to our prepaid card distributors when our general purpose
      reloadable cards are reloaded and our gift cards are
  sold.•
            Transaction
      fees, paid by the applicable networks and passed through by our card
      issuing banks when our SVCs are used in a purchase or ATM
      transaction.•
            Maintenance
      fees, charged to an SVC with a cash balance for initial activation and
      monthly maintenance.•
            Interest
      revenue, on overnight investing of SVC balances by our card issuing
      bank.


These
fees differ by card type, issuing bank and transaction
type.


-15-




Revenues
for the thirteen weeks ended April 3, 2010 (“1Q2010”) and the
thirteen weeks ended April 4, 2010 (“1Q2009”) were $54,692
and ($5,654), respectively.  Included in the revenue for both 1Q2010
and 1Q2009 is amortization of $30,000 of marketing funds paid to a national
retailer.  We are required under generally accepted accounting
principles to reflect this type of amortization expense as a contra-revenue item
in our financial statements. Gross revenues for 1Q2010 were $84,692, compared
with $24,346 for 1Q2009.





Operating Expenses.Operating expenses for 1Q2010 increased $107,952 to $2,659,042 compared
with $2,551,090 for 1Q2009, a 4% increase. The changes in our operating expenses
are attributable to the following:





Transaction and operating expenses.Transaction and operating expenses for 1Q2010 and 1Q2009 were $922,777
and $540,762, respectively, a 71% increase.  The components of expense
are:





Description
            
            1Q2010
            
            1Q2009SVC
      card cost, program and transaction expenses
            $
            137,621
            $
            287,124Inventory
      reserves
            
            577,869
            
            59,926Stock-based
      compensation
            
            1,229
            
            804Customer
      service expenses
            
            206,058
            
            192,908Total
      Transaction and Operating Expenses
            $
            922,777
            $
            540,762





SVC card
cost, program and transaction expenses decreased 52% to $137,621 for 1Q2010 from
$287,124 for 1Q2009.  The decrease in the 1Q2010 was due to the
implementation of a method that eliminated  the costs charged by our
processor to maintain our inactive card inventory on their system, which was
initially implemented in May 2009.





Inventory
reserves expense increased $517,943 when comparing 1Q2010 with
1Q2009.  This is primarily due our policy of reserving the full
inventory carrying cost for any cards that are on our books with six months or
less to expiration.  This policy results in a higher reserve
percentage being charged in the period of time beginning twelve months prior to
a card’s expiration and continuing until the card is fully reserved at the point
six months from expiration.  The increase in inventory reserves of
$517,943 was primarily attributable to our policy.





Customer
service expenses increased by $13,150 to $206,058, when comparing 1Q2010 with
1Q2009 due to increased staffing to cover higher call volumes.





Selling and marketing
expenses. Selling and marketing expenses decreased $93,444 to $405,553
when comparing 1Q2010 with 1Q2009, a 19% decrease. The components of expense
are:





Description
            
            1Q2010
            
            1Q2009Advertising
      and marketing expenses
            $
            200,343
            $
            153,229Sales
      force expenses
            
            179,343
            
            317,029Stock-based
      compensation
            
            25,867
            
            28,838Total
      Selling and Marketing Expenses
            $
            405,553
            $
            499,096





Advertising
and marketing expenses increased 30%, or $47,114, to $200,343 when comparing
1Q2010 with 1Q2009.  This increase is primarily attributable to an
on-line advertising initiative to drive demand for our product by directing
customers to our website.





Sales
force expenses decreased $137,686 to $179,343, a 43% decrease for 1Q2010 when
compared with 1Q2009.  The principal components of this decrease are
employee compensation and benefits, expense travel and entertainment expense,
and rent expense.  The decrease in sales force compensation and travel
and entertainment expenses can be attributed to reductions in the sales force to
four employees at the end of the 1Q2010 from a total of seven employees at the
end of the 1Q2009.  In addition, rent expense decreased due to the
elimination of our Dallas sales office in 2009.





Stock-based
compensation decreased in 1Q2010 due to forfeiture of options and the
termination of stock based compensation expense associated with the reduction of
sales force employees.


-16-




General and administrative expenses.General and administrative expenses decreased 12%, or $180,520, to
$1,330,713 during 1Q2010 when compared with 1Q2009.  The components of
expense are:





Description
            
            1Q2010
            
            1Q2009Payroll,
      benefits and taxes
            $
            715,159
            $
            773,803Stock-based
      compensation
            
            84,387
            
            79,775Professional,
      legal and licensing expense
            
            196,220
            
            185,894Office
      and occupancy expenses
            
            57,996
            
            73,614Impairment
      expense
            
            -
            
            118,276Other
      administrative expense
            
            276,951
            
            279,870Total
      General and Administrative Expenses
            $
            1,330,713
            $
            1,511,232




When
comparing 1Q2010 with 1Q2009, changes in the expense categories are primarily
attributable to:





Ÿ
            decreased
      payroll, benefits and taxes expenses of $58,644, due primarily to lower
      general and administrative payroll in 1Q2010 than
  1Q2009;Ÿ
            increased
      stock-based compensation expense of $4,612, which is primarily
      attributable to the issuance of immediately vested options to our board
      directors in 1Q2010;Ÿ
            increased
      professional, legal and licensing expense of $10,326 due primarily to
      increased legal fees incurred in connection with the exercise of
      warrants;Ÿ
            decreased
      office and occupancy expenses of $15,618 in 1Q2010 due primarily to a
      refund for the overpayment of common area maintenance for our corporate
      office; andŸ
            impairment
      of asset charge of $118,276 in 1Q2009 to write-down the balance
      of  the expected value of a marketing incentive agreement
      compared with none in Q12010.




Loss Before Other Income
(Expense).  As a result of the above, loss before other income
(expense) for 1Q2010 and 1Q2009 was $2,604,350 and $2,556,744,
respectively.





Other
Income (Expense):


Interest expense.Interest
expense was $23,465 for 1Q2010 and $773,511 for 1Q2009.  All of the
interest expense in 1Q2010 was in cash, and consisted of:





Ÿ
            $279
      paid to finance our D&O insurance policy;Ÿ
            $10,000
      for payment to Mr. Jeffrey Porter under his agreement to provide the
      required collateral for bonds issued to states in connection with
      licensing; andŸ
            $13,186
      interest accrued for funds advanced under the Amended and Restated Loan
      Agreement.





In
1Q2009, cash interest expense was $217,744 and primarily consisted
of:





Ÿ
            $85,598
      was paid to the lenders for funds advanced under the terms of the Amended
      and Restated Loan and Security Agreement;Ÿ
            $114,902
      for the amortization of placement fees and legal fees incurred in
      connection with the Amended and Restated Loan and Security Agreement;
      andŸ
            $16,109
      for payment to Mr. Jeffrey Porter under his agreement to provide the
      required collateral for bonds issued to states in connection with
      licensing.





In
1Q2009, non-cash interest expense was $555,767 and consisted of:





Ÿ
            $545,842
      for the amortization of the cost of the warrants issued under the Amended
      and Restated Loan Agreement; andŸ
            $9,925
      for the fair value of warrants earned during the period under the Guaranty
      and Indemnification Agreement between the Company and Mr.
      Terker.





Loss from Continuing
Operations.  Loss from continuing operations was $2,627,771 for
1Q2010 or $704,093 lower than the loss from continuing operations of $3,331,864
for 1Q2009.


-17-




Liquidity and Capital
Resources.From inception to April 3, 2010, we have
raised net proceeds of approximately $52.2 million from financing activities. We
used these proceeds to fund operating and investing activities. We had a cash
balance of approximately $1,700,000 as of April 3, 2010.





Net cash
used in operating activities was approximately $2.1 million and $2.6 million for
1Q2010 and 1Q2009, respectively.  The decrease in cash used in
operations was primarily due to lower operating losses during the current
thirteen weeks compared with the same period of the prior year.  This
was primarily due to lower selling and marketing expenses, lower general and
administrative expenses, and lower cash interest expense.





Net cash
used in investment activities for 1Q2010 was approximately $51,200 consisting of
purchases of property and equipment, primarily for additional computer hardware
to improve the capacity of the nFinanSe NetworkTM.  We
recorded minimal investment activity for 1Q2009.





As
described in Note C to our consolidated financial statements, on June 10, 2008,
we entered into a revolving credit facility with various lenders in the
aggregate principal amount of $15,500,000 (the “Credit
Facility”).  Loans under the Credit Facility are to be used
solely to make payments to card issuing banks for credit to SVCs.  On
November 26, 2008, the Credit Facility was subsequently amended to establish a
sub-commitment of $3,400,000, pursuant to which each Lender in its sole
discretion, may make Accommodation Loans
that may be used by the Company for working capital expenditures, working
capital needs and other general corporate purposes.  Loans and
Accommodation Loans may be repaid and re-borrowed.  The maturity date
of the Credit Facility was November 25, 2009, one year after the initial
borrowing and on October 29, 2009 the Lenders approved the extension of maturity
for an additional six months upon the satisfaction of certain conditions set
forth in the Amended and Restated Loan Agreement.  The Credit Facility
contemplates that, with the Lenders’ consent, the maximum commitment may be
increased to up to $20,000,000, and additional lenders may be
added.





During
1Q2010, cash provided by financing activities was $17,031 from the cash exercise
of 1,703,146 warrants at an exercise price of $0.01 per
share.  During1Q2009, the cash
provided by financing activities of $2.7 million was the result of $2.7 million
of Accommodation Loan borrowings under the Amended and Restated Loan
Agreement.  As of April 3, 2010, we had drawn $500,000 under the
Amended and Restated Loan Agreement.





Changes in Number of Employees and
Location.We anticipate that the development of our business will require
the hiring of a substantial number of additional employees in sales,
administration, operations and customer service.





Off-Balance
Sheet Arrangements:





Operating
Leases





We are
obligated under various operating lease agreements for our
facilities.  Future minimum lease payments and anticipated common area
maintenance charges under all of our operating leases are approximately as
follows at April 3, 2010:





Twelve
      months ending
            
            
            AmountsApril
      2011
            $
            211,100April
      2012
            
            206,200April
      2013
            
            104,200April
      2014
            
            -April
      2015
            
            -Total
            $
            521,500





Employment
Agreements





We are
obligated under employment agreements with our Chief Executive Officer, Jerry R.
Welch, and our Chief Financial Officer, Raymond P. Springer.  The
employment agreements had an initial term from September 5, 2006 to December 31,
2008 and were automatically renewed for two years with a new expiration date of
December 31, 2010.  The employment agreements provide to Messrs. Welch
and Springer a current annual salary of $275,000 and $200,000, respectively.
Each agreement is to be automatically renewed indefinitely for succeeding terms
of two years unless otherwise terminated in accordance with the
agreement.  Both Mr. Welch and Mr. Springer also receive
performance-based bonuses and certain medical and other benefits.  If
we terminate Mr. Welch or Mr. Springer without cause, we will be required to pay
severance to them in the amount of compensation and benefits they would have
otherwise earned in the remaining term of their employment agreements or twelve
months, whichever period is shorter.


-18-




In
addition to the above, Messrs. Welch and Springer received certain stock options
as described in Note D – Stock Options and Warrants.





Service and Purchase
Agreements





We have
entered into renewable contracts with DFS Services LLC and VISA® U.S.A. Inc.,
our card networks, Palm Desert National Bank (“PDNB”), and First
Bank & Trust (“FB&T”), our
card-issuing banks, Metavante Corporation (“Metavante”), our
processor, and American Express® Travel Related Services Company, Inc., a gift
card program, that have initial expiration dates from June 30, 2010 through
December 26, 2014.    Because the majority of the fees to be
paid are contingent primarily on card volume, it is not possible to calculate
the amount of the future commitment on these contracts. The Metavante, PDNB and
FB&T agreements also require a minimum payment of $5,000, $3,000 and $7,500
per month, respectively.  During 1Q2010 and 1Q2009, we made aggregate
payments of approximately $63,200 and $323,700, respectively, to Metavante,
$7,000 and $0, respectively, to PDNB and $28,000 and $62,300, respectively, to
FB&T under these agreements.





Pending or Threatened
Litigation





We may
become involved in certain other litigation from time to time in the ordinary
course of business. To the best of our knowledge, no material litigation exists
or is threatened.





Bond
Collateral





On
February 1, 2009, we completed a partial funding of collateral amounting to
approximately $500,000 for performance bonds issued in connection with our state
licensing efforts.  The collateral, in the form of a letter of credit
arranged by Mr. Jeffrey Porter, was issued by a bank and was placed with the
insurance company that issued the various bonds which at the end of the year
aggregated approximately $9,600,000.  Mr. Porter entered into a
Guarantee and Indemnification Agreement with the Company dated February 1, 2009.
Accordingly, we are currently contingently liable for the face amount of the
letter of credit. Mr. Porter was to be compensated in cash at 2% of the average
outstanding amount of the letter of credit per quarter paid in arrears, however,
he chose to take the compensation in the form of Series D Preferred Stock during
the August equity raise. The Guarantee and Indemnification Agreement can be
cancelled by the Company upon receiving a more favorable arrangement from
another party. Upon demand, the Company will be required to increase the
collateral up to 10% of the face amount of bonds issued by the insurance
company. On February 1, 2010, both the letter of credit and the Guarantee and
Indemnification Agreement were renewed for another twelve months.





Critical
Accounting Estimates





The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires us to
make certain estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the consolidated financial statements. The reported amounts of
revenues and expenses during the reporting period may be affected by the
estimates and assumptions we are required to make. Estimates that are critical
to the accompanying consolidated financial statements arise from our belief that
we will generate adequate cash to continue as a going concern and that all
long-lived assets are recoverable.  In addition, stock-based
compensation expense represents a significant estimate.  The markets
for our products are characterized by intense competition, rapid technological
development, evolving standards, short product life cycles and price
competition, all of which could impact the future realization of our assets.
Estimates and assumptions are reviewed periodically and the effects of revisions
are reflected in the period that they are determined to be necessary. It is at
least reasonably possible that our estimates could change in the near term with
respect to these matters.





See
Note A — “Formation, Background and Operations of the Company” to the
consolidated financial statements, regarding the effect of certain recent
accounting pronouncements on our consolidated financial
statements.





Item
3.    Quantitative and Qualitative Disclosures About Market
Risk.





Not
applicable.


-19-





Item
4T.  Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





An
evaluation of the effectiveness of our disclosure controls and procedures as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of
1934, as amended (the “Securities Exchange
Act”), as of April 2, 2010 was carried out by us under the supervision
and with the participation of our management, including our Chief Executive
Officer and Chief Financial Officer. Based on that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures as of the end of the period covered by this report are
effective.





Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in our reports filed or submitted under the Securities Exchange Act
are recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed or submitted under the Securities Exchange
Act is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding disclosure.





Change
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting during our most
recent fiscal quarter that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.




































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PART
II - OTHER INFORMATION





Item
6. Exhibits.





Exhibit Number
            
            Description of Exhibit4.1
            
            Form
      of Amendment No. 3 to Warrants (as executed by Mr. Terker (and his
      affiliates including Argosy Capital Group III LP, Ballyshannon Family
      Partnership LP, Ballyshannon Partners LP, Odyssey Capital Group LP, Bruce
      E. Terker, Bruce Terker IRA and Cynthia Terker)) (attached as Exhibit 99.1
      to that certain Form 8-K, filed by the Company with the Securities and
      Exchange Commission on March 1, 2010).4.2
            
            Form
      of Amendment No. 3 to Warrants (as executed by Mr. Harris (and his
      affiliates including 5 Star Partnership and Donald A. Harris)) (attached
      as Exhibit 99.2 to that certain Form 8-K, filed by the Company with the
      Securities and Exchange Commission on March 1, 2010).*31.1
            
            Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002*31.2
            
            Certification
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002*32.1
            
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002*32.2
            
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002





* filed
herewith.

































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SIGNATURES





In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





NFINANSE
      INC.Date: May
      13, 2010
            By:
            /s/ Jerry R. WelchJerry
      R. Welch, Chief Executive Officer and
              Chairman
      of the Board of Directors
              (Principal
      Executive Officer)





NFINANSE
      INC.Date:  May
      13, 2010
            By:
            /s/ Raymond P. SpringerRaymond
      P. Springer, Chief Financial Officer
              (Principal
      Financial Officer)





NFINANSE
      INC.Date:  May
      13, 2010
            By:
            /s/ Jerome A. KollarJerome
      A. Kollar, Vice President Finance andController
              (Principal
      Accounting Officer)














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