U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No.2 to Form 10-Q)

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



For the quarterly period ended June 30, 2015



oTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934



For the transition period from _________ to _________



Commission File Number:  000-7475

____________________________



SWORDFISH FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Minnesota                                 41-0831186

(State or other jurisdiction of incorporation or organization)              (I.R.S. Employer Identification No.)



590 Madison Avenue II, Suite 1800, New York, New York 10022

(Address of principal executive offices)



(480) 287-6675

(Registrants telephone number)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.    [ X ] Yes  [   ]  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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [   ]  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 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 [ ]    Smaller Reporting Company [X]



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

[   ]  Yes [X]  No



The number of shares of issuers common stock, par value $0.0001 per share, outstanding as of August 1, 2015 was approximately 4,990,987,418.



1






SWORDFISH FINANCIAL, INC.

UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS INDEX



Page

PART I

FINANCIAL INFORMATION

Item 1:

Financial Statements



Unaudited Consolidated Balance Sheets  June 30, 2015 (Unaudited) and December 31, 2013

4



Unaudited Consolidated Statements of Operations  Six Months Ended June 30, 2014 and

2015

5



Unaudited Consolidated Statements of Cash Flows  Six Months Ended June 30, 2014

and 2015 (Unaudited)

6



Notes to Unaudited Consolidated Financial Statements                                                                               7



Item 2:

Managements Discussion and Analysis of Financial Condition and Results of Operations

14



Item 3:

Quantitative and Qualitative Disclosures About Market Risks

15



Item 4:

Controls and Procedures

15



PART II - OTHER INFORMATION



Item 1:

Legal Proceedings

16

Item 1A:

Risk Factors

16

Item 2:

Unregistered Sales of Equity Securities and Use of Proceeds

16

Item 3:

Defaults Upon Senior Securities

16

Item 4:

Mine Safety Disclosures

16

Item 5:

Other Information

16

Item 6:

Exhibits

16



Signatures

16



2




SWORDFISH FINANCIAL, INC.

New York, New York



FINANCIAL REPORTSATJUNE 30, 2015






SWORDFISH FINANCIAL, INC.
    New York, New YorkTABLE OF CONTENTS
    
    Unaudited Consolidated Balance Sheets at June 30, 2015
    and December 31, 2014                                                                                                     4
    
    Unaudited Consolidated Statements of Operations for the Three and Six Months Ended
    June 30, 2015 and 2014                                                                                                        5
    
    Unaudited Consolidated Statements of Cash Flows for the Six Months Ended
    June 30, 2015 and 2014                                                                                                        6
    
    Notes to Unaudited Consolidated Financial Statements                                                        7 - 13






3







SWORDFISH FINANCIAL, INC.New York, New YorkUNAUDITED CONSOLIDATED BALANCE SHEETS




June 30,December 31,20152014ASSETSCash and Cash Equivalents$                $                 4Note Receivable - Related Party12,862Total Assets$         12,862$                 4LIABILITIES AND STOCKHOLDERS' DEFICITLiabilitiesBank Overdraft$               44$                Term Notes Payable441,421441,421Notes Payable - Affiliates1,100,6111,100,611Judgements Payable1,120,3871,102,510Convertible Notes Payable, Net of Discounts of $3,333 and $24,29198,96275,189Derivative Liability198,522168,248Deferred Retirement Benefits438,782438,782Accounts Payable844,667822,182Advances from Shareholders149,185149,185Accrued Expenses5,439,20915,486,885Total Liabilities9,831,79019,785,013Stockholders' DeficitCommon Stock - $.0001 Par; 5,000,000,000 Shares Authorized,4,487,438,286 and 4,440,960,686 Issued and Outstanding, Respectively448,744444,096Preferred Stock: $0.0001 Par; 50,000,000 Shares Authorized,25,000,000 Issued and Outstanding, Respectively2,5002,500Preferred Stock  Class B: $0.0001 Par; 10,000,000 Shares Authorized,9,100,000 Issued and Outstanding, Respectively910910Preferred Stock Class C: $0.0001 Par; 10,000,000 Shares Authorized,1,690,000 Issued and Outstanding, Respectively169169Stock Subscriptions Payable10,00010,000Additional Paid-In-Capital5,900,3265,890,933Accumulated Deficit(16,181,577)(26,133,617)Total Stockholders' Deficit(9,818,928)(19,785,009)Total Liabilities and Stockholders' Deficit$         12,862$                 4




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





4

|SWORDFISH FINANCIAL, INC.                      
|-----------------------------------------------
|New York, New York                             
|                                               
|                                               
|UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three Months EndedFor the Six Months EndedJune 30,June 30,2015201420152014Sales$                      $                      $               45,900$                      Cost of Sales9,18043,040Gross Profit(9,180)2,860ExpensesGeneral and Administrative48,288151,256131,781165,178Interest Expense72,140177,935160,223345,342Total Expenses120,428329,191292,004510,520Other (Income) and Expenses(Gain) on Conversion Feature of Preferred Shares(2,573,744)(10,271,736)Loss on Conversion263,811263,81(Gain) Loss on Derivative(120)(47,056)30,55212,970Total Other (Income) and Expenses$          (2,573,864)$             216,755$        (10,241,184)$             276,781Income (Loss) from Operations BeforeProvision for Taxes2,444,256(545,946)9,952,040(787,301)Provision for TaxesNet Income (Loss) for the Period$           2,444,256$            (545,946)$           9,952,040$            (787,301)Weighted Average Number of Common Shares OutstandingBasic and Diluted4,487,438,2861,280,212,6944,481,789,0751,102,896,775Net (Income) Loss for the Period Per Common Share -Basic and Diluted$                   0.00$                  (0.00)$                   0.00$                  (0.00)




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









5







|SWORDFISH FINANCIAL, INC.                      
|-----------------------------------------------
|New York, New York                             
|                                               
|                                               
|UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS



For the Six Months Ended June 30,20152014Cash Flows from Operating ActivitiesNet Income (Loss) for the Period$       9,952,040$   (787,301)Non-Cash Adjustments:Amortization of Debt Discount30,778197,033(Gain) Loss on Derivative30,55212,970Gain on Conversion Feature of Preferred Stock(10,271,736)Interest on Convertible Notes Paid with Stock139Common Stock Issued in Exchange for Services Rendered35,803Loss on Conversion263,811Changes in Assets and Liabilities:Judgements Payable17,87717,878Accounts Payable22,485Accrued Expenses224,06079,938Net Cash Flows Used In Operating Activities6,195(179,868)Cash Flows from Investing ActivitiesCash Proceeds - Note Receivable Related Party$          (12,862)$            Cash Flows from Financing ActivitiesBank Overdraft44768Cash Receipts from Equity Purchase Agreement10,000Cash Proceeds from Notes Payable Affiliates1,6194,600Proceeds from Convertible Notes Payable5,000164,500Net Cash Flows Used In Financing Activities6,663179,868Net Change in Cash and Cash Equivalents(4)Cash and Cash Equivalents - Beginning of Period4Cash and Cash Equivalents - End of Period$                  $            Cash Paid During the Period for:Interest$                  $            Income Taxes$                  $            SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Issuance of Preferred Stock$    2,500Common Stock Exchanged for Debt$             2,185$ 152,501Assignment of Notes Payable Affiliates$ 155,000




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






SWORDFISH FINANCIAL, INC.

New York, New York





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE A  Basis of Presentation



The condensed consolidated financial statements of Swordfish Financial, Inc. (the Company) included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC).  Certain information and footnote disclosures normally included in financial statements prepared in conjunction with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the annual audited financial statements and the notes thereto included in the Companys Form 10-K, and other reports filed with the SEC.



The accompanying unaudited interim financial statements reflect all adjustments of a normal and recurring nature which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented.  The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or for the fiscal year taken as a whole. Certain information that is not required for interim financial reporting purposes has been omitted.



Principles of Consolidation

The consolidated financial statements include the accounts of Swordfish Financial, Inc., and its wholly owned subsidiaries; Nature Vision, Inc. and SoOum (the Company).  All significant inter-company balances have been eliminated in consolidation.



NOTE B  Summary of Significant Accounting Policies



All significant accounting policies can be viewed on the Companys annual report filed with the Securities and Exchange Commission.



NOTE C  Recently Issued Accounting Standards



The Company has implemented all new accounting pronouncements that are in effect and that may impacts its consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.







7





SWORDFISH FINANCIAL, INC.

New York, New York



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE D  Acquisition  iPoint Television



On January 15, 2014, the Company completed the acquisition of 90% of the issued and outstanding membership interest of iPoint.  Pursuant to the Securities and Exchange Agreement the Company issued Clark Ortiz, the Companys CEO and Chairman, 25,000,000 shares of Swordfishs Series A Preferred Stock, which has voting rights equal to 100 shares of the Companys common stock and is convertible into the Companys common stock at the rate of 10 shares of common stock for each share of Series A Preferred Stock.  In addition to issuance of the Series A Preferred Stock, the Company agreed as part of the purchase price to issue 50,000,000 shares of its common stock to Mr. Ortiz.  At the date of the transaction, the Company didnt have any authorized and unissued shares available to issue to Mr. Ortiz, however in order to close the transaction, Mr. Ortiz agreed to close the transaction pending the Company increasing the authorized shares of common stock, which the Company did on March 25, 2014.  As a result of the transaction, the Company owns 90% of issued and outstanding membership interests in iPoint Television LLC and is therefore a majority owned subsidiary of the Company and the Company will be able to report the results of iPoint on a consolidated basis in the Companys financial statements.  iPoint Television, also known as iPoint TV, is a Smart media and entertainment company, which holds development licenses from Apple, Android, Google, Roku, Kindle and most every smart device.  iPoint is  a full service Internet Protocol Television (IPTV), media entertainment company which develops applications for mobile and TV smart devices. As an acquisition of common control we are recording the assets acquired at their cost which is $0. The Company incurred $2,500 of acquisition expense which was expensed. iPoint did not have any results from operations from the date of acquisition through June 30, 2015.



NOTE E  Going Concern



The Companys consolidated financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has reported recurring losses from operations.  As a result, there is an accumulated deficit of $16,181,577 at June 30, 2015.



The Companys continued existence is dependent upon its ability to raise capital or increase sales.  The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.



NOTE F  Term Notes Payable



The Company is in default on all of the following unsecured term notes payable.



June 30,December 31,20152014Jeff Zernov (Former Chief Executive Officer)Payable August 17, 2010 at 15% Interest.$  290,000$   290,000CastaicInstallment note payable annually at $17,171 including interest at 8.0% from January 2009 through January 2011.30,62030,620Installment note payable monthly at $1,175 including interest at 8.0% from February 2008 through January 2011.20,24620,246Innovative OutdoorsInstallment note payable monthly at $4,632 including interest at 7.0% from August 2008 through July 2011.100,555100,555Total Notes Payable$  441,421$  441,421










8





SWORDFISH FINANCIAL, INC.

New York, New York



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE G  Convertible Promissory Notes Payable



As of June 30, 2015, the Company has outstanding five (5) security purchase agreements with accredited investors for the sale of convertible promissory notes bearing interest at 8.0% - 12%, per annum.  Pursuant to the convertible promissory notes the investor may convert the amount paid towards the Securities Purchase Agreements into common stock of the company at a conversion price equal to 50% - 55% of the average of the 3 lowest volume weighted average trading prices during the 10  12 day period ending on the latest complete trading day prior to the conversion date.   Trading price means the closing bid price on the OTC Market Over-the-Counter Bulletin Board Pink Sheets.



The conversion rights embedded in the notes are accounted for as a derivative financial instruments because of the down round feature of the conversion price.  The beneficial conversion feature was valued at the date of issuance using the Black-Scholes-Merton options pricing model with the following assumptions:  risk free interest rates ranging from .07% to .15%, contractual expected life of six (6) to twelve (12) months, expected volatility of 185% to 496%, calculated using the historical closing price of the companys common stock, and dividend yield of zero, resulting in fair market value.



The Company had convertible debentures outstanding as follows:

|                                     |  |                                              |                      |                                          
|------------------------------------ |  | -------------------------------------------- | -------------------- | -----------------------------------------
|June 30, 2015                        |  | Outstanding Balance of Convertible Debenture | Unamortized
Discount | Net of Principal and Unamortized Discount
|                                     |  |                                              |                      |                                          
|Convertible Debentures               |  |                                              |                      |                                          
|January 10, 2014 - Debenture         |  | $      7,150                                 |                    | $       7,150                            
|February 28, 2014  Debenture        |  | 13,910                                       |                    | 13,910                                   
|April 2, 2014  Debenture            |  | 17,815                                       |                    | 17,815                                   
|June 18, 2014  Settlement Agreement |  | 58,420                                       |                    | 58,420                                   
|April 29, 2015 - Debenture           |  | 5,000                                        | (3,333)              | 1,667                                    
|                                     |  |                                              |                      |                                          
|Total Convertible Debentures         |  | $   102,295                                  | (3,333)              | $   98,962                               



|                                     |  |                                              |                      |                                          
|------------------------------------ |  | -------------------------------------------- | -------------------- | -----------------------------------------
|December 31, 2014                    |  | Outstanding Balance of Convertible Debenture | Unamortized
Discount | Net of Principal and Unamortized Discount
|                                     |  |                                              |                      |                                          
|Convertible Debentures               |  |                                              |                      |                                          
|January 10, 2014 - Debenture         |  | $      7,150                                 |                    | $        7,150                           
|February 28, 2014  Debenture        |  | 13,910                                       | (2,063)              | 11,847                                   
|April 2, 2014  Debenture            |  | 20,000                                       | (6,000)              | 14,000                                   
|June 18, 2014  Settlement Agreement |  | 58,420                                       | (16,228)             | 42,192                                   
|Total Convertible Debentures         |  | $   99,480                                   | (24,291)             | $     75,189                             







9



SWORDFISH FINANCIAL, INC.

New York, New York





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE H  Accrued Expenses

Accrued Expenses consisted of the following at June 30, 2015 and December 31, 2014:



June 30,December 31,20152014Consulting Fees$    765,379$    765,379Commissions71,03371,033Conversion of Preferred Stock2,573,74412,845,480Interest1,530,5201,421,091Miscellaneous354,230239,599Royalties144,303144,303Total Accrued Expenses$ 5,439,209$ 15,486,885




NOTE I  Stockholders Equity



Preferred Stock

The Company is authorized to issue up to 50,000,000 shares of preferred stock, $0.0001 par value (Preferred Stock), which is convertible to common at 10 to 1.  The Board of Directors authorized to fix the designations, rights, preferences, powers and limitations of each series of Preferred Stock.  The Companys prior CEO, Clark Ortiz currently holds 25,000,000 shares of the Companys preferred stock.



On September 26, 2014 the Board of Directors authorized an amendment to the articles of incorporation to authorize 10,000,000 shares each preferred stock class B and class C.  These shares have a $.0001 par value, have voting rights of 1,000 to 1 and are convertible to common at 1,000 to 1 and 10,000 to 1 respectively.



Common Stock

On March 25, 2014 the Company amended their authorized Common Stock to 5,000,000,000 shares from 1,000,000,000 shares.



On March 21, 2014 the Company resolved to adopt the 2014 Incentive Stock Option and Restricted Stock Plan.  The purpose of this Plan is to provide a means by which eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock through the granting of the following: (i) Incentive Stock Options, (ii) Nonqualified Stock Options, (iii) rights to acquire restricted stock, and (iv) stock appreciation rights.  Eligible Award recipients are the employees, directors and consultants of the Company and its Affiliates. The Company also seeks to retain the services of the group of persons eligible to receive Awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.  450,000,000 shares of common stock are registered to this plan at an offering price of $0.001.  The Plan shall expire on March 20, 2024.





10







SWORDFISH FINANCIAL, INC.

New York, New York



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE J  Commitments and Contingencies

Various creditors have brought legal proceedings for collections of their claims against the Company.  Judgments payable at June 30, 2015 and December 31, 2014 are $1,120,387 and $1,102,510 respectively.



NOTE K  Related Party Transactions



The Company has borrowed funds from a former board member and two (2) related parties in the amount of $1,100, 611 and $1,100,611, at June 30, 2015 and December 31, 2014, respectively. The related party notes total to $5,600 at June 30, 2015 and December 31, 2014.  Two notes from the former Board of Directors total to $1,045,000 at June 30, 2015 and December 31, 2014, respectively, and are unsecured.  The third note in the amount of $50,000 at June 30, 2015 and December 31, 2014, respectively is secured by a second lien on the Companys assets.  The notes to the former member of the Board of Directors are in default and the Company has included approximately $1,169,926 of accrued interest in accrued expenses at June 30, 2015



Payments have been made by current members of the board of directors in the amount of $1,619 through June 30, 2015.  These payments have been forgiven by the members and are included in additional paid in capital at June 30, 2015.



In May 2015, a related party to a board member, paid expenses of the Company in the amount of $11,312.  The Company repaid this related party in June 2015 plus interest in the amount of $2,000.



At June 30, 2015 and 2014 note receivable related party was $12,862 and $-0-, respectively.



NOTE L  Fair Value



The Company has categorized its assets and liabilities recorded at fair value based upon the fair value hierarchy specified by GAAP.  All assets and liabilities are recorded at historical cost which approximates fair value, and therefore, no items were valued according to these inputs.



The levels of fair value hierarchy are as follows:



·

Level 1 inputs utilize unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access;



·

Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly.  Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals; and



·

Level 3 inputs are unobservable and are typically based on our own assumptions, including situations where there is little, if any, market activity.





11







SWORDFISH FINANCIAL, INC.

New York, New York



NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE L   Fair Value  continued



In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.  In such cases, the Company categorizes such financial asset or liability based on the lowest level input that is significant to the fair value measurement in its entirety.  Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.



Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 category.  All assets and liabilities are at cost which approximates fair value and there are not items that were required to be valued on a non-recurring basis.



The following liabilities were valued at fair value as of June 30, 2015 and December 31, 2014. No other items were valued at fair value on a recurring or non-recurring basis as of June 30, 2015 and December 31, 2014.



June 30, 2015Fair Value Measurements UsingCarryingValueLevel 1Level 2Level 3TotalDerivative Liabilities$      $      $      $      198,522$      198,522Total$      $      $      198,522$      198,522




December 31, 2014Fair Value Measurements UsingCarryingValueLevel 1Level 2Level 3TotalDerivative Liabilities$      $      $      $      168,248$      168,248Total$      $      $      168,248$      168,248




NOTE M  Merger



On September 23, 2014 the Company signed a merger agreement with SoOum Corp., a Delaware corporation.  Per the agreement, the outstanding shares of SoOum Corp common stock will be converted into 6,768,955 shares of the Companys preferred stock.  This transfer of stock will result in an eighty percent (80%) ownership interest of the Company. Upon completion, the Company will be the surviving corporation and SoOum will be a wholly owned subsidiary. At the date of merger, $480,000 goodwill was acquired and posted to the Company.  At December 31, 2014 the goodwill amount of $480,000 was impaired (See Note N).



Years Ended12/31/201412/31/2013Sales$   40,472$    -0-Earnings Attributable to Swordfish Financial, Inc.(14,710,770)(669,988)Basic Earnings Per Share Available to Common   Shareholders0.000.00Earnings Per Share Assuming Dilution Available to Common Shareholders0.000.00








12





SWORDFISH FINANCIAL, INC.

New York, New York





NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS



NOTE N  Impairment of Goodwill



At December 31, 2014 the Company has evaluated the balance of goodwill and has determined that it has a value of $-0-.  The Company has therefore impaired goodwill in the amount of $480,000 at December 31, 2014.



NOTE O  Liability for Conversion Feature of Preferred Shares



Upon the issuance of the Series B Preferred and the Series C Preferred for the SoOum Corp acquisition, the owners of these securities were entitled to receive in total 80% of the common stock of the Company upon full conversion.  Assuming full conversion at a fixed conversion ratio, based on the common shares outstanding at June 30, 2015 and December 31, 2014, there would be 26,250,000,000 shares common that would be converted, which is 25,737,438,286 and 25,690,960,686 more shares respectively, than the current authorized amount.  Based on the stock price at June 30, 2015 and December 31, 2014, the total value of those shares would be $2,573,744 and $12,845,480 respectively.  In accordance with Generally Accepted Accounting Principles, the Company recorded a liability for that amount on the June 30, 2015 and December 31, 2014 financial statements.



NOTE P  Subsequent Events



Subsequent to June 30, 2015, the following actions were approved by the majority stockholders:



·

Amendment to the Company’s Articles of Incorporation to change the Company’s name to SoOum Corp.



·

Amendment to the Company’s Articles of Incorporation to increase the number of authorized preferred shares from 50 million shares to 200 million shares with a par value of $.0001.



·

Amendment to the Company’s Articles of Incorporation to effect a reverse stock split of common stock at a rate of 1,000 shares to 1.





13







Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations



Six Months Ended June 30, 2015 Compared With Six Months Ended June 30, 2014

Results of Operations

Three Months Ended June 30, 2015 Compared With Three Months Ended June 30, 2014

Net revenue for each of the three months ended June 30, 2015 and 2014 was $-0-.  Net income for the three months ended June 30, 2015 was $2,444,256 compared to net loss of $545,946 for the three months ended June 30, 2014.



Total operating expenses were $120,428 for the three months ended June 30, 2015 compared to $329,191 for the three months ended June 30, 2014.  The primary expenses for the three months ended June 30, 2015 were general and administrative expenses of $48,288 and interest expense of approximately $72,140 compared to general and administrative expenses of $151,256 and interest expense of approximately $177,935 for the three months ended June 30, 2014.



Total Other (Income) and Expenses were ($2,573,864) for the three months ended June 30, 2015 compared to $216,755 for the three months ended June 30, 2014.   The primary other income for the three months ended June 30, 2015 were gain on conversion feature of preferred shares of ($2,573,744) and gain on derivative of ($120) compared to gain on conversion feature of preferred shares of $-0-, gain on derivative of ($47,056) and loss on conversion of

$263,811 for the three months ended June 30, 2014.

Six Months Ended June 30, 2015 Compared With Six Months Ended June 30, 2014

Net revenue for the six months ended June 30, 2015 and 2014 was $45,900 and $-0-, respectively.  Net income for the six months ended June 30, 2015 was $9,952,040 compared to net loss of $787,301 for the six months ended June 30, 2014.



Total operating expenses were $292,004 for the six months ended June 30, 2015 compared to $510,520 for the six months ended June 30, 2014.  The primary expenses for the six months ended June 30, 2015 were general and administrative expenses of $131,781 and interest expense of approximately $160,223 compared to general and administrative expenses of $165,178 and interest expense of $345,342, for the six months ended June 30, 2014.



Total Other (Income) and Expenses were ($10,241,184) for the six months ended June 30, 2015 compared to $276,781 for the six months ended June 30, 2014.   The primary other income for the six months ended June 30, 2015 were gain on conversion feature of preferred shares of ($10,271,736) and loss on derivative of $30,552 compared to gain on conversion feature of preferred shares of $-0-, loss on derivative of $12,970 and loss on conversion of $263,811 for the three months ended June 30, 2014.



Liquidity and Capital Resources

Our operations provided approximately $6,195 in cash for the six months ended June 30, 2015. Investing activities used $12, 862 for the six months ended June 30, 2015. Cash required during the six months ended June 30, 2015, came principally from cash proceeds from notes payable of $6,619 for the six months ended June 30, 2015.

Our operations used approximately $63,989 in cash for the six months ended June 30, 2013. Cash required during the six months ended June 30, 2013 came principally from cash proceeds from issuance of debt of $64,000 for the six months ended June 30, 2014.



14



The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  We incurred net income (loss) of $9,952,040 and $(787,301), respectively, for the six months ended June 30, 2015 and 2014 and had an accumulated deficit of $ 16,181,577 as of June 30, 2015.  We have managed our liquidity during the first and second quarters of 2015 through the revenues and  issuance of convertible notes.  These factors raise substantial doubt about the Companys ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Item 3:  Quantitative and Qualitative Disclosure about Market Risk



Not applicable.



Item 4:   Controls and Procedures



(a)

Evaluation of Disclosure Controls and Procedures



Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.



Based on our evaluation, our Principal Executive Officer and Principal Financial Officer, after considering the existence of material weaknesses identified, determined that our disclosure controls and procedures were not effective as of  June 30, 2015, primarily due to the fact that there is no effective separation of duties, which includes monitoring controls between the management.



(b)

Changes in internal controls.



There have been no significant changes in our internal controls or other factors that would significantly affect such controls and procedures subsequent to the date we completed our evaluation. Therefore, no corrective actions were taken.







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PART II - OTHER INFORMATION

Item 1. Legal Proceedings .

To the best knowledge of the Companys officers and directors, the Company is currently not a party to any material pending legal proceeding.

Item 1A. Risk Factors.

Not applicable as a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds .

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures .

Not applicable.

Item 5. Other Information .

None.

Item 6. Exhibits



(a)

Exhibits

31.1  Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

31.2  Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1  Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

32.2  Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

*101.INS XBRL Instance Document

*101.SCH  XBRL Taxonomy Extension Schema

*101.CAL XBRLTaxonomy Extension Calculation Linkbase

*101.DEF XBRL Taxonomy Extension Definition Linkbase

*101.LAB XBRL Taxonomy Extension Lable Linkbase

*101.PRE XBRL Taxonomy Extension Presentation Linkbase



*Previously filed with Form 10Q/A on September 09, 2015

(b)

Reports of Form 8-K

None.



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Signatures



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



SWORDFISH FINANCIAL, INC.



Date:   September 28, 2015

By: /s/ William Westbrook

William Westbrook



Its:  Chief Executive Officer and President





Date:  September 28, 2015

By:   /s/ Ronald Vega

Ronald Vega



Its:  Treasurer and Chief Financial Officer















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