S-1/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to

Form S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Redfield Ventures Inc

(Exact name of Registrant as specified in its charter)

Nevada	7380	45-4380591
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Redfield Ventures, Inc

244 Fifth Ave Ste #1563

New York, NY 10001

(212) 726-2184

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Long Nguyen,

President and Chief Executive Officer

4465 38th street

San Diego

CA 92116

(212) 726-2184

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o ____________________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o ____________________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o ____________________

If this Form is filed to register securities for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, please check the following box. 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 o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filed or a smaller reporting company

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

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)		Proposed Maximum Offering Price per Share ($)			Proposed Maximum Aggregate Offering Price ($)(2)		Amount of Registration Fee($)
Shares of Common
Stock, $.001 par value		5,000,000	$	0.01	(2)	$	50,000	$	5.73
Shares of Common
Stock, $.001 par value		4,500,000	$	0.01	(3)	$	45,000	$	5.16
Total Fee Due		9,500,000	$	0.01		$	95,000	$	10.89

1.  Of the 9,500,000 shares registered pursuant to this registration statement, 5,000,000 shares are being offered by a direct offering, and 4,500,000 shares are offered by the selling shareholders who will offer their shares at a fixed price of $.01 for the duration of the offering until the company begins trading on the OTCBB or listed on a securities exchange.
 

2.  Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 of the Securities Act, based upon the fixed price of the direct offering.
 

3.  Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 of the Securities Act, based upon the fixed price for the duration of the direct offering. The Company will derive no financial benefit from the sales of these shares.
 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.

ii

Prospectus
 

Redfield Ventures, Inc

9,500,000 Shares of Common Stock

$0.01 per share

 $95,000

This is the initial offering of Common stock of Redfield Ventures, Inc (hereinafter referred to as “REVE”) and no public market currently exists for the securities being offered. REVE (“Company,” “we,” “us,” and “our”) is offering 5,000,000 shares of its common stock at a fixed price of $0.01 per share for the duration of the offering, on a “self-underwritten” best efforts basis, with no minimum. Since there is no minimum amount of stock that must be sold by the company, we may not receive any proceeds or only receive very minimal proceeds from the offering and potential investors may end up holding shares in a company that has not received enough proceeds from the offering to begin operations and has no market for its shares.

The officers and directors of the Company intend to sell the shares directly. The intended methods of communication include, without limitation to telephone and personal contact. For more information, see the section titled “Plan of Distribution” herein.

The proceeds from the sale of the 5,000,000 shares in this offering will be payable to the Company.  All proceeds from this offering will be retained by the company irrespective of the number of shares sold.
 

In addition, 4,500,000 common shares are being offered by 40 existing shareholders of the Company at a fixed offering price of $0.01 for the duration of the offering. These selling shareholders are underwriters for these shares as well as any further offering of shares for a period of one year afer the company has ceased to be a shell Company. The Company will derive no financial benefit from the sales of these shares and the shares will be offered at a fixed price of $0.01 per share for the duration of the offering by its selling shareholders.

The offering will end no later than 180 days from the date of the Prospectus. If we sell the maximum number of shares prior to 180 days from the date of the Prospectus, the offering will end on or about the date that we sell the maximum number of shares.  In addition, if we abandon the offering for any reason prior to 180 days from the date of the Prospectus, we will terminate the offering.

Officers and directors of the issuer and affiliates thereof will not be purchasing any shares in this offering.

Prior to this offering, there has been no public market for the Company’s common stock and Redfield Ventures, Inc is a shell company.

 

We are considered an “emerging growth company” under the new JOBS Act (Jumpstart Our Business Startups Act).

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. See the section titled “Risk Factors” beginning on Page 5 of this Prospectus.

The information in this Prospectus is not complete and may be changed. The Company may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not the solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of its assets and the liquidation of its liabilities in the normal course of business.  However, the Company has generated no revenues, has accumulated a loss during its development stage, and currently lacks the capital to pursue its business plan.  This raises 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 this uncertainty.
 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this Prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

The Company does not plan to use this offering Prospectus before the effective date.

Subject to Completion, Dated _________, 2012
 

iii

TABLE OF CONTENTS

	PAGE
SUMMARY OF PROSPECTUS	2
General Information about Our Company	2
The Offering	3
RISK FACTORS	5
RISKS ASSOCIATED WITH OUR COMPANY	5
RISKS ASSOCIATED WITH THIS OFFERING	8
USE OF PROCEEDS	13
DETERMINATION OF OFFERING PRICE	14
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES	14
SELLING SHAREHOLDERS	15
PLAN OF DISTRIBUTION	18
Offering will be Sold by Our Officers and Directors	18
Terms of the Offering	19
Deposit of Offering Proceeds	20
Procedures for and Requirements for Subscribing	20
DESCRIPTION OF SECURITIES	20
INTERESTS OF NAMED EXPERTS AND COUNSEL	20
DESCRIPTION OF OUR BUSINESS	21
General Information	21
Industry Background	21
Principal Services and their Markets	22
Distribution Methods	22
Status of Any Publicly Announced Services	23
Competition	23
Sources and Availability of Services	23
Dependence on One or a Few Major Members	23
Patents and Trademarks	23
Government and Industry Regulation	23
Research and Development Activities	23
Environmental Laws	23
Employees and Employment Agreements	23
DESCRIPTION OF PROPERTY	23
LEGAL PROCEEDINGS	23
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	24
FINANCIAL STATEMENTS	25
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	27
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	30
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	31
EXECUTIVE COMPENSATION	32
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	34
AVAILABLE INFORMATION	35
INDEMNIFICATION	37

1

Redfield Ventures, Inc

244 Fifth Ave Ste 1563

New York, NY 10001

212-726-2184

www.redfieldventures.com
 

SUMMARY OF PROSPECTUS

You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this Prospectus regarding Redfield Ventures, Inc (the “Company”).  In this Prospectus, unless the context otherwise denotes, references to “we,” “us,” “our,” and “REVE” are to the Company.

A CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” (page 5) that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

GENERAL INFORMATION ABOUT OUR COMPANY

We were incorporated in Nevada on January 27, 2012 and our fiscal year end is December 31.

OUR BUSINESS

We are a development stage company. We are a company without revenues; we have minimal assets and have incurred losses since inception.  Redfield Ventures, Inc is a marketing research services provider dedicated to serve in the areas of marketing research. We will offer marketing research services to companies throughout the United States and other countries. Marketing research is a continuous process with a very wide scope and our services include product research, consumer research, packaging research, and pricing research. Marketing research services are widely used by manufacturers, exporters, distributors and service organisations and our services also include collection of information about competitors so that companies can use this information in decision making as well as to fight competition.  Our mission is to become an established marketing research service provider and the primary objective of our marketing research services is to assist companies in developing production and marketing policies such as introducing new products in the market or to identify new markets.

WHERE YOU CAN FIND US

Our principal executive office and business office is as follows:
 

Principal Executive Office:-

Redfield Ventures, Inc

244 Fifth Ave Ste 1563

New York, NY 10001

212-726-2184

www.redfieldventures.com
 

Business Office:-
 

4465 38th street

San Diego

CA 92116

Redfield Ventures, Inc is a marketing research services provider dedicated to serve in the areas of marketing research.
 

REVE’s management believes that the founder, Mr Long Nguyen can bring additional benefits to its clientele from his marketing research experience and business contacts.
 

Our immediate objective is to promote our marketing research services via the internet primarily through an online business network to be established under www.redfieldventures.com
 

REVE plans to invite business contacts of Mr Long Nguyen from various countries other than the United States such as United Kingdom, Vietnam, Cambodia, and Thailand from his past service with a company in Vietnam to join its online business network under www.redfieldventures.com for sharing of business opportunities.

2

THE OFFERING

We are offering for sale up to a maximum of 9,500,000 shares of our common stock directly to the public. The purchase price of the offering is fixed at $0.01 per share for the duration of the offering. If all of the shares offered by us are purchased, the gross proceeds before deducting expenses of the offering will be up to $50,000 to the company.  The expenses associated with this offering are estimated to be $10,000 or approximately 20% of the gross proceeds of $50,000 if all the shares offered by us are purchased.  If all the shares offered by us are not purchased, then the percentage of offering expenses to gross proceeds will be higher and a lower amount of proceeds will be realized from this offering.  If we are unsuccessful in raising sufficient gross proceeds from this offering, then it is possible that our offering expenses may exceed our gross proceeds.

This is our initial public offering and no public market currently exists for shares of our common stock.  We can offer no assurance that an active trading market will ever develop for our common stock.

The offering will terminate six months after this registration statement is declared effective by the Securities and Exchange Commission

Securities Being Offered:	5,000,000 Shares of common stock, $.001 par value, at a fixed price of $0.01 per share for the duration of the offering, and an additional 4,500,000 common shares held by 40 selling shareholders, for which the Company will receive no financial benefit. The selling shareholders are underwriters for their own shares and they will offer their shares at a fixed price of $0.01 for the duration of the offering.
Offering Price per Share:	$0.01 for the duration of the offering
Offering Period:	The shares are being offered for a period not to exceed 180 days from the “effective date”
Net Proceeds To Our Company:	$50,000 Maximum less expenses.  We will not receive proceeds from the sale of the 4,500,000 common shares offered by our selling shareholders.
Use of Proceeds:	We intend to use the proceeds for working capital purposes
Number of Shares Outstanding Before the Offering:	24,500,000
Number of Shares Outstanding After the Offering:	29,500,000

Our officers, directors, control persons and/or affiliates do not intend to purchase any shares in this offering. There is no required minimum number of shares to be purchased.

This is a self-underwritten public offering, with no minimum purchase requirement. Shares will be offered on a best efforts basis and we do not intend to use an underwriter for this offering. We do not have an arrangement to place the proceeds from this offering in an escrow, trust, or similar account. Any funds raised from the offering will be immediately available to us for our immediate use. The selling shareholders are underwriters for their own shares and they will offer their shares at a fixed price of $0.01 for the duration of the offering.
 

SELECTED SUMMARY FINANCIAL DATA 
 

This table summarizes our operating and balance sheet data as of the periods indicated. You should read this summary financial data in conjunction with the “Plan of Operations” and our audited financials.

3

Balance Sheet Data:

ASSETS	September 30, 2012 (audited)			January 27, 2012 to September 30, 2012 (audited)
Current Assets
Cash and cash equivalents	$	408		$	408
Total Assets	$	408		$	408
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses	$	2,771		$	2,771
Accrued Interest payable		68			68
Deposits received		100			100
Notes payable – current		5,600			5,600
Long-Term Liabilities		-			-
Total Liabilities	$	8,539		$	8,539
Stockholders’ Deficit
Common stock, par value $0.001; 200,000,000 shares authorized;         24,500,000 shares issued and outstanding		24,500			24,500
Deficit accumulated during the development stage		(32,631	)		(32,631	)
Total Stockholders’ Deficit		(8,131	)		(8,131	)
Total Liabilities and Stockholders’ Deficit	$	408		$	408

	Three months ended September 30, 2012			For the period from January  27, 2012 (Inception) to September 30, 2012
REVENUES	$	0		$	0
OPERATING EXPENSES
Website expenses		100			600
Consultancy fees		0			24,140
General and administrative expenses		1,722			1,808
Professional fees		4,515			6,015
TOTAL OPERATING EXPENSES		6,337			32,563
NET LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSE)		(6,337	)		(32,563	)
OTHER INCOME (EXPENSE)
Interest expense		(64	)		(68)
NET INCOME(LOSS) BEFORE PROVISION FOR INCOME TAXES	$	(6,401	)	$	(32,631	)
PROVISION FOR INCOME TAXES		0			0
NET LOSS	$	(6,401	)	$	(32,631	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		24,500,000			24,500,000

4

RISK FACTORS

RISKS ASSOCIATED WITH OUR COMPANY:

INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES CERTAIN RISKS AND IS SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL FINANCIAL MEANS.

Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means. Prospective investors should carefully consider the following risk factors in addition to the other information contained in this Prospectus, before making an investment decision concerning the common stock.
 

THE REPORT OF OUR INDEPENDENT AUDITORS INDICATES UNCERTAINTY CONCERNING OUR ABILITY TO CONTINUE AS A GOING CONCERN AND THIS MAY IMPAIR OUR ABILITY TO RAISE CAPITAL TO FUND OUR BUSINESS PLAN.

Our independent auditors have raised substantial doubt about our ability to continue as a going concern. We cannot assure you that this will not impair our ability to raise capital on attractive terms. Additionally, we cannot assure you that we will ever achieve significant revenues and therefore remain a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

WE MAY CONTINUE TO LOSE MONEY, AND IF WE DO NOT ACHIEVE PROFITABILITY, WE MAY NOT BE ABLE TO CONTINUE OUR BUSINESS.

We have, in our history, generated no revenues from operations, have incurred substantial expenses, and have sustained losses.  In addition, we expect to continue to incur significant operating expenses.  As a result, we will need to generate significant revenues to achieve profitability, which may not occur.  Even if we do achieve profitability, we may be unable to sustain or increase profitability on a quarterly or annual basis in the future.  We expect to have quarter-to-quarter fluctuations in revenues, expenses, losses, and cash flow, some of which could be significant.  Results of operations will depend upon numerous factors, some beyond our control, market acceptance of our products, and services and competition.

AS A RESULT OF ITS SMALL SIZE AND CAPITALIZATION AND LIMITED OPERATING HISTORY, THE COMPANY IS SUBJECT TO THE RISKS INHERENT IN THE CREATION OF A NEW BUSINESS.

The Company is subject to substantially all the risks inherent in the creation of a new business. As a result of its small size and capitalization and limited operating history, the Company is particularly susceptible to adverse effects of changing economic conditions and consumer tastes, competition, and other contingencies or events beyond the control of the Company. It may be more difficult for the Company to prepare for and respond to these types of risks and the risks described elsewhere in this Registration Statement than for a company with an established business and operating cash flow.

CURRENTLY OUR WEBSITE IS BEING DEVELOPED. IF WE DO NOT RAISE ENOUGH FUNDS THRU THIS OFFERING WE MAY NOT BE ABLE TO COMPLETE THE DEVELOPMENT AND THEREFORE MAY NOT BE ABLE TO GENERATE ENOUGH REVENUES TO CONTINUE OPERATIONS AND YOU MAY LOSE YOUR INVESTMENT.

Our website will function as our virtual headquarters and it will explain the variety of services that we offer. We require $10,000.0 to complete the development of this website and if we do not raise enough funds thru the offering we will not be successful in developing our web site. We will not be able to execute our business plan and you could lose your investment.
 

WE ARE PLANNING TO ACCEPT ONLINE PAYMENTS SUCH AS PAYPAL BUT WE MAY BE SUBJECT TO RISK OF FRAUDULENT OR OTHERWISE ILLEGAL ACTIVITY WHICH MAY HARM OUR BUSINESS AND RESULTS OF OPERATIONS
 

We are planning to accept online payments via established providers such as PayPal, which is the faster and safer way to send money online. However, we will be subjected to the risk of fraudulent or otherwise illegal activity by users, developers, employees, or third parties, risk of increased costs and diversion of management time and resources to deal with bad transactions or customer disputes which may harm our business and results of operations.   
 

COMPUTER MALWARE, VIRUSES, HACKING AND PHISHING ATTACKS AND SPAMMING COULD HARM OUR BUSINESS AND RESULTS OF OPERATIONS

Computer malware, viruses, and computer hacking and phishing attacks have become a very common risk. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security, and technical infrastructure to the satisfaction of our users may harm our reputation and our ability to retain an online business network under www.redfieldventures.com

WE MAY NOT SUCCESSFULLY IMPLEMENT SECURITY PRECAUTIONS IN THE DEVELOPMENT OF OUR WEBSITE AND OUR WEBSITE SECURITY MAY BE COMPROMISED
 

We are now considering risks such as the loss of data or loss of service on the Internet from technical failure or criminal acts in our system specifications and in the security precautions in the development of our website. There is no assurance that such security precautions will be successfully implemented and our website security may be compromised.

5

AS OF SEPTEMBER 30, 2012 WE DO NOT HAVE ANY SIGNED AGREEMENTS OR CONTRACTS WITH ANY CLIENTS AND THERE IS NO ASSURANCE WE EVER WILL.

While the Company believes it has a viable business plan, our ability to grow revenues is dependent on agreements with clients throughout the United States and other parts of the world. While we have not secured any firm commitments, we hope that our services will be well received.  We will not be targeting public companies; we will be targeting private companies, hoping to make mergers and acquisitions an additional service under our business alliance synergy services.  Our model takes into consideration that most of the clients we will attempt to contract have little or no experience in “networking” for global business development opportunities.  We will not be charging for our services initially until our client needs and requirements are fully understood with engagement agreements in place.  Our retainer fees generally start from $3,000 and above depending on the scope and duration of work and one off projects will be reviewed on a case by case basis. In April 2012, we received a refundable deposit of $100 for our services. However, the terms of engagement have yet to be finalized and there is no guarantee at this time that this transaction will lead to a service contract and such deposit received is fully refundable.

CHANGES IN GLOBAL ECONOMIC CLIMATE MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR REVENUE, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

At this time, cross-border businesses and the global economy in general are slowing down and recovering from after-shocks of the European debt crisis. Such changes in the global economic climate may have a material adverse effect on our revenue, results of operations and financial condition. There can be no assurance that the global economy will be better and even if there are any improvements in the global economy, there is no guarantee that there will be any improvements in our revenue, results of operations and financial condition.

AT THIS TIME, THE COMPANY HAS NO INSURANCE COVERAGE FOR RISK OF PROVIDING INACCURATE INFORMATION UNDER ITS MARKETING RESEARCH SERVICES AND WE CAN GIVE NO ASSURANCE WE WILL EVER HAVE ANY INSURANCE COVERAGE TO OFFSET ANY POTENTIAL CLAIMS AGAINST THE COMPANY FOR SERVICES RENDERED.

We have no insurance at this time and we can give no assurance that we will ever be insured against all or any risks of providing inaccurate information under our marketing research services. We can give no assurance that we will ever have any insurance coverage to offset any potential claims against the company for any services rendered. We may be subject to potential claims or legal action against the company which may have an adverse material impact on our revenue, results of operations and financial condition.
 

THE PLANNED INCREASE IN THE NUMBER OF GLOBAL CLIENTELE MAY MAKE OUR FUTURE RESULTS UNPREDICTABLE AND ADD ADDITIONAL RISKS TO YOUR INVESTMENT.

Our future results depend on various factors, including successful selection of new markets, market acceptance of the REVE experience, consumer recognition of the quality of our services and willingness to pay our prices and general economic conditions. In addition, as with the experience of other business consulting concepts which have tried to expand internationally, we may find that the REVE concept has limited or no appeal to businesses in new markets or we may experience a decline in the popularity of the REVE experience.

OUR REVENUE GROWTH RATE DEPENDS PRIMARILY ON OUR ABILITY TO SATISFY OUR CLIENTS. WE MAY NOT BE ABLE TO IDENTIFY AND MAINTAIN THE NECESSARY RELATIONSHIPS WITH OUR CLIENTS.
 

We may not be able to identify and maintain the necessary relationships with our clients. Our ability to execute our business plan also depends on other factors, including:
 

1 2 3 4 negotiating representation and marketing agreements with  acceptable terms; hiring and training qualified  personnel; managing marketing and development costs at affordable levels; cost and availability of other overheads and resources;

6

OUR MARKETING PLANS CALL FOR AN ONLINE BUSINESS NETWORK BASE TO PROMOTE OUR SERVICES AS WE HAVE NO CLIENTS AT PRESENT. A FAILURE TO MANAGE THE ONLINE BUSINESS NETWORKING FUNCTION UNDER OUR WEBSITE EFFECTIVELY COULD HARM OUR BUSINESS AND OPERATING RESULTS AS WE ARE RELYING ON THIS ONLINE BUSINESS COMMUNITY TO ENGAGE OUR FIRST CLIENT

Our marketing plans call for an online business network base to promote our services. Managing our online business networking function under our website effectively will require us to continue to enhance these systems, through development and implementation of procedures and controls. The online business networking function refers to the social networking features to be made available on our website. This feature enables site visitors to register as members on our website and they can sign in to communicate with other members. We plan to aggressively promote and market our services to such registered members through emails and other electronic advertisements such as putting up banners on our website so as to attract a first client. We may not respond quickly enough to the changing demands that our web-usage expansion will impose on our management, employees and existing infrastructure. Our failure to manage the online business networking function under our website effectively could harm our business and operating results as we are relying on this online business community to engage our first client.

NEW CLIENTS ENGAGED FOR OUR SERVICES MAY NOT BE PROFITABLE, AND THE INCREASES IN AVERAGE REVENUE THAT WE EXPECT MAY NOT BE ACHIEVED.

We expect our new clients to have an initial ramp-up period during which they generate revenue for REVE and profit below the levels at which we expect them to normalize. This is in part due to the time it takes to build a client base in a new service. Our ability to service new clients profitably and increase the average revenue will depend on many factors, some of which are beyond our control, including:

1.	executing our vision effectively;
2.	initial recovery rate and performance of new services;
3.	competition from other competitors in the business consulting industry
4.	changes in client preferences and budget;
5.	general economic conditions,

OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND COULD FALL BELOW THE EXPECTATIONS OF INVESTORS DUE TO VARIOUS FACTORS.

Our quarterly operating results may fluctuate significantly because of various factors, including:

1.	profitability of our client’s businesses;
2.	variations in general economic conditions;
3.	changes in client preferences and budgets;
4.	increases in overheads;
5.	Because of these factors, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year. In the future, our operating results may fall below the expectations of investors. In that event, the value of our Common Stock or other securities would likely decrease.

BECAUSE WE HAVE NOMINAL ASSETS AND NO REVENUE, WE ARE CONSIDERED A SHELL COMPANY AND HENCE, ANY SHARES HELD BY AFFILIATES, INCLUDING SHARES RECEIVED IN ANY REGISTERED OFFERING, WILL BE SUBJECT TO RESALE RESTRICTIONS UNDER RULE 144(i)
 

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we are a “shell company” pursuant to Rule 144 because we have nominal assets and no revenue and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “shell company"; 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; and, 3) have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company.” If less than 12 months has elapsed since the Company ceases being a “shell company”, then only registered securities can be sold pursuant to Rule 144. Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease to be a “shell company” and have complied with the other requirements of Rule 144, as described above. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i)

7

RISKS ASSOCIATED WITH THIS OFFERING:

PURCHASERS IN THIS OFFERING WILL HAVE LIMITED CONTROL OVER DECISION MAKING BECAUSE LONG M NGUYEN, THE COMPANY’S CEO AND ITS OFFICERS AND DIRECTORS WILL CONTROL NOT LESS THAN 67.8% OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK. ASSUMING ALL SHARES IN THIS OFFERING ARE SOLD.
 

Presently, Long M Nguyen, the Company’s CEO beneficially owns 20,000,000 shares of the outstanding common stock or 81.6% of the Company. Because of such ownership, investors in this offering will have limited control over matters requiring approval by REVE shareholders, including the election of directors. Assuming that all 5,000,000 shares of this offering are sold, Mr. Nguyen would retain 67.8% ownership in the Company’s common stock and the officers and directors of the Company would collectively control 67.8% of the Company’s common stock.  Such concentrated control may also make it difficult for REVE stockholders to receive a premium for their shares of REVE in the event the Company enters into transactions which require stockholder approval.  In addition, certain provisions of Nevada State law could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire control of the Company. For example, Nevada law provides that a majority of the stockholders is required to remove a director, which may make it more difficult for a third party to gain control of the Company. This concentration of ownership limits the power to exercise control by the minority shareholders.

INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT IF REVE FAILS TO IMPLEMENT ITS BUSINESS PLAN.

The Company expects to face substantial risks, uncertainties, expenses, and difficulties because it is a development-stage company.  REVE was formed in Nevada on January 27, 2012. The Company has no track records upon which investors can evaluate the Company’s business and prospects. REVE prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. The Company cannot guarantee that it will be successful in accomplishing its objectives.

COMPETITORS WITH MORE RESOURCES MAY FORCE US OUT OF BUSINESS.

We will compete with many well-established companies.  We compete with other marketing and business consulting firms. Aggressive marketing by our competitors or the entrance of new competitors into our markets could reduce our revenue and profit margins.

REVE MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE.

The Company has limited capital resources. To date, the Company has funded its operations from limited funding and has not generated sufficient cash from operations to be profitable.  Unless the Company begins to generate sufficient revenues to finance operations as a going concern, the Company may experience liquidity and solvency problems. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available. No known alternative resources of funds are available to the Company in the event it does not have adequate proceeds from this offering. However, the Company believes that the net proceeds of the Offering will be sufficient to satisfy the development and operating requirements for at least the next twelve (12) months.

WE MAY NEVER BECOME A FULLY REPORTING COMPANY AND WE MAY NOT REGISTER OUR COMMON STOCK UNDER THE EXCHANGE ACT

Our common stock is not registered under the Exchange Act and not quoted on the OTC Bulletin Board. We may never become a fully reporting company and registration of our common stock under the Exchange Act may not be required nor voluntarily pursued by the company. If we ever become a fully reporting company, we will be subject to the reporting requirements imposed by Section 15(d) of the Securities Exchange Act of 1934 which state that we will be required to file supplementary and periodic information, documents, and reports as may be required pursuant to section 13 in respect of a security registered pursuant to section 12. As long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules. In addition, so long as our common stock is not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common stock will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5 respectively. Such information about our directors, executive officers, and beneficial holders will only be available through this (and any subsequent) registration statement, and periodic reports we file thereafter. Even if our common stock is ever registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, even if we ever register our common stock and become a fully reporting company, we may cease providing periodic reports and current or periodic information including operational and financial information, and you may not have information with respect to our results of operations when this happens.

8

WE MAY HAVE DIFFICULTY IN ATTRACTING AND RETAINING MANAGEMENT AND OUTSIDE INDEPENDENT MEMBERS TO OUR BOARD OF DIRECTORS AS A RESULT OF THEIR CONCERNS RELATING TO THEIR INCREASED PERSONAL EXPOSURE TO LAWSUITS AND STOCKHOLDER CLAIMS BY VIRTUE OF HOLDING THESE POSITIONS IN A PUBLICLY-HELD COMPANY.

The directors and management of publicly-traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in laws imposing additional duties, obligations and liabilities on management and directors.  Due to these perceived risks, directors and management are also becoming increasingly concerned with the availability of directors and officers’ liability insurance to pay on a timely basis the costs incurred in defending such claims.  We currently do not carry directors and officers’ liability insurance.  Directors and officers’ liability insurance has recently become much more expensive and difficult to obtain.  If we are unable to provide directors and officers’ liability insurance at affordable rates or at all, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our board of directors.
 

We may lose potential independent board members and management candidates to other companies that have greater directors and officer’s liability insurance to insure them from liability or to companies that have revenues or have received greater funding to date, which can offer more lucrative compensation packages.  The fees of directors are also rising in response to their increased duties, obligations and liabilities as well as increased exposure to such risks.  As a company with a limited operating history and limited resources, we will have a more difficult time attracting and retaining management and outside independent directors than a more established company due to these enhanced duties, obligations and liabilities.

OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US.
 

Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time and effort.  Mr. Nguyen is an entrepreneur, and is engaged in business activities outside of our business, the amount of time he devotes to our business will grow as the business continues to grow.  Currently Mr. Nguyen is dedicating approximately 20 hours per week.  Mr. Nguyen has not been a Director of a public company the past five years.
 

YOU MAY NOT BE ABLE TO SELL YOUR SHARES IN REVE BECAUSE THERE IS NO PUBLIC MARKET FOR THE COMPANY’S STOCK.

“REVE” is not our ticker symbol at this time and it is merely referred to as an abbreviation for Redfield Ventures, Inc. There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. A market maker is needed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the Over the Counter Bulletin Board (“OTC Bulletin Board”) maintained by FINRA. Commencing upon the effectiveness of our registration statement of which this Prospectus is a part we will seek out a market maker. The OTCBB is not a listing service or exchange, but is instead a dealer quotation service for subscribing members.  There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require. If for any reason our common stock is not quoted on the OTC Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so.  No market makers have committed to becoming market makers for our common stock at this time and none may do so
 

9

IF REVE STOCK EVER BECOME TRADABLE, THE STOCK MAY EXPERIENCE EXTREME PRICE AND VOLUME FLUCTUATIONS WITHOUT DIRECT RELATIONSHIP TO THE COMPANY’S OPERATING PERFORMANCE

If REVE stock ever becomes tradable, of which the Company cannot guarantee success, the trading price of REVE common stock could be subject to wide fluctuations in response to various events or factors, many of which are or will be beyond the Company’s control. In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of the Company stock.

INVESTORS IN THIS OFFERING WILL BEAR A SUBSTANTIAL RISK OF LOSS DUE TO IMMEDIATE AND SUBSTANTIAL DILUTION.

Upon the sale of the common stock offered hereby, the investors in this offering will suffer an immediate and substantial “dilution” because of the difference between the net book value per share, based on the per share value of the shares held by current shareholders, and the price of the shares being sold in the offering. Therefore, the investors in this offering will bear a substantial portion of the risk of loss. The principal shareholder of REVE, Long M Nguyen, who also serves as its CEO, holds 20,000,000 of the REVE issued and outstanding restricted shares of the Company and additional sales of Mr Long Nguyen’s common stock in the future could result in further dilution and risk of loss to investors. Please refer to the section titled “DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES” herein. In addition, on June 15, 2012, July 20, 2012 and August 20, 2012 a shareholder loaned the Company $1,000, $1,600 and $3,000 respectively. The loans are secured by 10% per annum interest bearing Promissory Notes dated June 15, 2012, July 20, 2012 and August 20, 2012 respectively. If this loan remains unpaid for a period of one year after the repayments date June 30, 2012, July 30, 2012 and August 30, 2012 respectively, this note shall be convertible into common voting stocks at a price of 50% discount of the average bid on the day of the conversion. Therefore, the investors in this offering will bear the risk of further loss due to dilution from additional sales of shares equivalent to the loan amount of $1,000, $1,600 and $3,000 respectively as a result of the conversion into common voting stocks from the Promissory Notes dated June 15, 2012, July 20, 2012 and August 20, 2012 respectively.

ALL OF REVE ISSUED AND OUTSTANDING COMMON SHARES ARE RESTRICTED UNDER RULE 144 OF THE SECURITIES ACT, AS AMENDED. WHEN THE RESTRICTION ON THESE SHARES IS LIFTED, AND THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE OF REVE COMMON STOCK COULD BE ADVERSELY AFFECTED.

All of the presently outstanding shares of common stock, aggregating 24,500,000 shares of common stock, are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three month period (provided the company is current in its reporting obligations under the Exchange Act), subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such sale. However, REVE is a “shell company” pursuant to Rule 144 because we have nominal assets and no revenue and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “shell company"; 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; and, 3) have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company.” If less than 12 months has elapsed since the Company ceases being a “shell company”, then only registered securities can be sold pursuant to Rule 144. Therefore, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i). The Company currently has one shareholder who owns 20,000,000 restricted shares or 81% of the outstanding common stock and will own 67.8% if all shares in this offering are sold. When these shares become unrestricted and available for sale, the sale of these shares by this individual, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of the Company common stock in any market that might develop.
 

REVE IS SELLING THE SHARES OFFERED IN THIS PROSPECTUS WITHOUT AN UNDERWRITER AND MAY NOT BE ABLE TO SELL ANY OF THE SHARES OFFERED HEREIN.

The Company’s officers and directors are offering the common shares on a best-efforts basis on the Company’s behalf. There is no broker-dealer retained as an underwriter and no broker-dealer is under any obligation to purchase any common shares. There are no firm commitments to purchase any of the shares in this offering and we may be unable to sell enough shares to create a market for the shares. Consequently, there is no guarantee that the Company is capable of selling all, or any, of the common shares offered hereby and the sale of just small number of shares increases the likelihood of no market ever developing for our shares. If we are unable to create a public market of any kind for our shares, it is highly likely that the entire investment of the early and only share purchasers would be lost immediately. Furthermore, if the company is unable to sell sufficient shares, purchasers under this offering will hold shares in a company that does not have sufficient capital to begin operations.

IF WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS AFTER WE BECOME A FULLY REPORTING COMPANY, WE COULD BE REMOVED FROM THE OTC BULLETIN BOARD, WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS TO SELL OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES IN THE SECONDARY MARKET.

Companies trading on the OTC Bulletin Board must be reporting issuers under Section 12 of the Exchange Act, and must be current in their reports under Section 13 of the Exchange Act, in order to maintain price quotation privileges on the OTC Bulletin Board. Therefore, if we fail to remain current on our reporting requirements after we become a fully reporting company, we could be removed from the OTC Bulletin Board.  As a result, the market liquidity for our securities could be adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

ONE OF OUR OFFICERS ARE RESIDING ABROAD AND THERE IS A POTENTIAL DIFFICULTY IN SEEKING LEGAL RECOURSE AGAINST HIM
 

Our Chief Executive Officer, Mr Long Nguyen resides in the United States. However, another officer, Mr Khoo Hsiang Hua resides abroad and there is a potential difficulty in seeking legal recourse against him. You may lose your entire investment if you are unable to seek any legal recourse against him.

10

THE MARKET FOR PENNY STOCKS HAS SUFFERED IN RECENT YEARS FROM PATTERNS OF FRAUD AND ABUSE.

Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include:

● Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

● Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

● Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons;

● Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and

● The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market.  Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.  The occurrence of these patterns or practices could increase the volatility of our share price.

SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE.

To date, we have had no trading volume in our common stock.  As long as this condition continues, the sale of a significant number of shares of common stock at any particular time could be difficult to achieve at the market prices prevailing immediately before such shares are offered.  In addition, sales of substantial amounts of common stock under Securities and Exchange Commission Rule 144 or otherwise could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital at that time through the sale of our securities.

This is our initial registration and there is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. A market maker is needed to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this Prospectus is a part.  There can be no assurance that the market maker’s application will be accepted by FINRA, nor can we estimate as to the time period that the application will require.  If for any reason our common stock is not quoted on the Over the Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so.  No market makers have committed to becoming market makers for our common stock and none may do so.

AS AN “EMERGING GROWTH COMPANY” UNDER THE JUMPSTART OUR BUSINESS STARTUPS ACT (JOBS), WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS
 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
 

● comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

● submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”; and

● disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We will remain an emerging growth company for up to five full fiscal years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any July 31 before that time, we would cease to be an emerging growth company as of the following January 31, or if our annual revenues exceed $1 billion, we would cease to be an emerging growth company the following fiscal year, or if we issue more than $1 billion in non-convertible debt in a three-year period, we would cease to be an emerging growth company immediately.

We will elect to take advantage of the extended transition period for complying with new or revised accounting standards under section 102(b)(1)

This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  As a result of this election our financial statements may not be comparable to companies that comply with public company effective dates.

11

AT PRESENT, WE ARE NOT IN A FINANCIAL POSITION TO PAY DIVIDENDS ON OUR COMMON STOCK.

At present, we are not in a financial position to pay dividends on our common stock and future dividends will depend on our profitability.  Investors are advised that until such time the return on our common stock is restricted to an appreciation in the share price.

OUR COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SECURITIES AND EXCHANGE COMMISSION, AND THE TRADING MARKET IN OUR COMMON STOCK IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE INVESTMENT VALUE OF OUR STOCK.

Our shares of common stock are “penny stocks” because they are not registered on a national securities exchange or listed on an automated quotation system sponsored by a registered national securities association, pursuant to Rule 3a51-1(a) under the Exchange Act.  For any transaction involving a penny stock, unless exempt, the rules require:

● That a broker or dealer approve a person’s account for transactions in penny stocks; and

● That the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Securities and Exchange Commission relating to the penny stock market, which sets forth the basis on which the broker or dealer made the suitability determination.  Additionally, the broker or dealer must receive a signed, written agreement from the investor prior to the transaction.

● Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.  This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

● Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, the commission’s payable to both the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.  This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
 

There may be other risks and circumstances that management may be unable to predict to sustain operations. When used in this Prospectus, words such as, “believes,” “expects,” “intends,” “plans,” “anticipates,” “estimates” and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains forward-looking statements about the Company’s business, financial condition, and prospects that reflect REVE management’s assumptions and beliefs based on information currently available. The Company can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of the Company assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within the Company’s control and that may have a direct bearing on operating results include, but are not limited to, the Company’s ability to establish a customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of the industry in which the Company functions.

12

USE OF NET PROCEEDS

Our offering is being made in a direct public offering, without the involvement of underwriters or broker-dealers. The table below sets forth the use of net proceeds from this offering:

Gross Proceeds	$	50,000
Offering Expenses	$	10,000
Net Proceeds	$	40,000

The net proceeds will be used as follows:

Concept and Website Development	$	10,000
Internet	$	2,000
Website Informational Marketing and advertising	$	13,000
Working Capital	$	15,000

USE OF PROCEEDS

The net proceeds to us from the sale of up to 5,000,000 shares offered at a public offering price of $0.01 per share will vary depending upon the total number of shares sold. Regardless of the number of shares sold, we expect to incur offering expenses estimated at approximately $10,000 for legal, accounting, and other costs in connection with this offering. The table below shows the intended net proceeds from this offering we expect to receive for scenarios where we sell various amounts of the shares. Since we are making this offering without any minimum requirement, there is no guarantee that we will be successful at selling any of the securities being offered in this prospectus. Accordingly, the actual amount of proceeds we will raise in this offering, if any, may differ.

		25%			50%			75%			100%
Shares Sold		1,250,000			2,500,000			3,750,000			5,000,000
Gross Proceeds	$	12,500		$	25,000		$	37,500		$	50,000
Less Offering Expenses (1)	$	(10,000	)	$	(10,000	)	$	(10,000	)	$	(10,000	)
Net Offering Proceeds	$	2,500		$	15,000		$	27,500		$	40,000

In as much as our offering expenses are estimated to be $10,000, if we sell only 25% of the offering, we will likely have no funds for Operations and/or Sales and Marketing, unless our actual Offering Expenses are less than the estimates and/or payments are deferred.  In that event, these numbers would essentially be zero.

13

PERCENT OF NET PROCEEDS RECEIVED 

Our offering expenses are comprised of legal and accounting expenses, SEC and EDGAR filing fees. Our officers and Directors will not receive any compensation for their efforts in selling our shares.

Not knowing how successful our funding may be we intend to use the initial proceeds of this offering in the web site development as our first priority.  We allocated $10,000.0 for concept and website development and this money will be required to complete this fully functional website. We will not allocate funds in other areas till our website is complete and fully operational. We will then move on to the internet, marketing our services and generating revenues   any additional funds received will be considered working capital.  We do not intend to use the proceeds to acquire assets or finance the acquisition of other businesses. At present, no material changes are contemplated. Should there be any material changes in the projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the new uses.
 

WITHOUT REALIZING THE OFFERING PROCEEDS, THE COMPANY WILL NOT BE ABLE TO CONTINUE WITH PLANNED OPERATIONS AND IMPLEMENT ITS BUSINESS PLAN.

We were incorporated in the State of Nevada on January 27, 2012.  As of September 30, 2012 we have not started operations.  We are developing a website (www. redfieldventures.com) that will offer marketing research services in the United States.  We have not generated any revenues and the only operation we have engaged in is the development of a business plan and our web site.

We have no plans to change our planned business activities or to combine with another business, and we are not aware of any events or circumstances that might cause these plans to change. We have not begun operations and may not begin operations until we have completed this offering.  Our plan of operation is prospective and there is no assurance that we will ever begin operations. Our prospects for profitability are not favorable if you consider numerous Internet-based companies have failed to achieve profits with similar plans.

We have not conducted any market research into the likelihood of success of our operations or the acceptance of our products or services by the public.

DETERMINATION OF OFFERING PRICE

The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value. The price does not bear any relationship to the Company’s assets, book value, historical earnings, or net worth. In determining the offering price, management considered such factors as the prospects, if any, for similar companies, anticipated results of operations, present financial resources and the likelihood of acceptance of this offering.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES IF ALL SHARES OFFERED ARE SOLD

“Dilution” represents the difference between the offering price of the shares of common stock and the net book value per share of common stock immediately after completion of the offering. “Net Tangible Book Value” is the amount that results from subtracting total liabilities and intangible assets from total assets.
 

The company has a deficit on a historical basis and in this offering, the level of dilution is increased as a result of the deficit of the Company’s issued and outstanding stock. This is due in part because of the common stock issued to REVE officers, directors, and employees totaling 20,000,000 shares at $.001 par value per share and the 4,500,000 shares being offered by the selling shareholders versus the current offering price of the Company at $.01 per share. Please refer to the section titled “Certain Relationships and RelatedTransactions”, herein, for more information. 

The Company’s deficit at June 30, 2012 was $ (-8,131). Assuming all the shares offered are sold (29,500,000 issued) and in effect the Company receives the maximum estimated net proceeds of this offering ($40,000) from new shareholders, the Company’s net deficit value will be approximately $(-.001080) per share.

Therefore, any investor will incur an immediate and substantial dilution of approximately $.00892 per share while the Company’s present stockholders will receive an increase of $.00892 per share in the net tangible book value of the shares that they hold.  This will result in a 89% dilution for purchasers of stock in this offering.

The following table summarizes the per share dilution comparison for new investors if 25%, 50%, 75% and 100% of shares offered are sold:-

		25%			50%			75%			100%
Shares sold		1,250,000			2,500,000			3,750,000			5,000,000
Offering price per share	$	0.01		$	0.01		$	0.01		$	0.01
Net deficit per share before this offering	$	(0.000331	)	$	(0.000331	)	$	(0.000331	)	$	(0.000331	)
Increase per share attributable to new investors	$	0.000479		$	0.000585		$	0.001017		$	0.001411
Adjusted net deficit per share after this offering	$	(0.000148	)	$	(0.000254	)	$	(0.000686	)	$	(0.001080	)
Dilution per share to new investors	$	(0.009852	)	$	0.009746		$	0.009314		$	0.00892
Percentage dilution	$	99	%	$	97	%	$	93	%	$	89	%

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SELLING SHAREHOLDERS

Each of the selling shareholders is an "underwriter" within the meaning of the Securities Act in connection with each sale of shares. The selling shareholders are underwriters for such resale of their shares until the company is no longer a shell company and adequate information has been made publicly available via Form 10 filing for a period of twelve (12) months. The offering price for all the shares being registered by the selling shareholders for resale will remain fixed at $0.01 for the duration of the offering.
 

The selling shareholders will pay all commissions, transfer taxes and other expenses associated with their sales. All expenses incurred with respect to the registration of the Common Stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commissions or other expenses incurred by the selling stockholders in connection with the sale of such shares.

The following table sets forth the shares beneficially owned, as of September 30, 2012 by the selling shareholders prior to the offering contemplated by this Prospectus, the number of shares each selling security holder is offering by this Prospectus and the number of shares which each would own beneficially if all such offered shares are sold.

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose of, or to direct the disposition of, the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
 

The common shares being offered for resale by the selling security holders consist of 4,500,000 shares of our common stock held by 40 shareholders. Such shareholders include the holders of the 360,000 shares sold in our private offering pursuant to Rule 504 Regulation D in June 2012, promulgated under section 3(b) of the Securities Act. The offering price was $0.001 per share. In addition, we are also registering a total of 4,140,000 shares to four (4) holders who received shares in consideration for their services rendered in reliance upon the exemption provided under section 3(b) of the Securities Act.

Thirty six (36) of the selling stockholders purchased the shares from us and four (4) of the selling shareholders received the shares in consideration for their services rendered in the ordinary course of business. None of the selling shareholders is a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling shareholders has acquired his, her or its shares pursuant to a private placement solely for investment and not with a view to or for resale or distribution of such securities. The shares were offered and sold to the selling shareholders at a purchase price of $0.001 per share in a private placement, pursuant to the exemption from the registration under the Securities Act provided by section 3(b) of the Securities Act. None of the selling shareholders are affiliates or controlled by our affiliates and none of the selling shareholders are now or were at any time in the past an officer or Director of ours or of any of our predecessors or affiliates.

15

The percentages below are calculated based on 24,500,000 shares of our common stock issued and outstanding.  We do not have any outstanding options, warrants or other securities presently exercisable for or convertible into shares of our common stock.

#	Name of Selling Stockholder and Position, Office or Material Relationship with Company (NA)	Common Shares Owned by the Selling Stockholder		Total Shares to be Registered Pursuant to this Offering		Percentage of Common Stock Before Offering		Number of Shares Owned by Selling Stockholder After Offering and Percent of Total Issued and Outstanding
1.	ANITA GHAZALI		10,000		10,000		*		0
2.	BENJAMIN C PASQUINO		10,000		10,000		*		0
3.	BOB MUIYO		10,000		10,000		*		0
4.	CHARLES J SUTERA		10,000		10,000		*		0
5.	DAI SHIXIANG		10,000		10,000		*		0
6.	DAI SHIHONG		10,000		10,000		*		0
7.	DAVID C MILLER		10,000		10,000		*		0
8.	DUC QUACH		10,000		10,000		*		0
9.	FANGXU		10,000		10,000		*		0
10.	FOONG KHAH POH		10,000		10,000		*		0
11.	GOH MEI LING		10,000		10,000		*		0
12.	HIEU HOANG		10,000		10,000		*		0
13.	JAMES MERITT		10,000		10,000		*		0
14.	JOSHUA MARTENS		10,000		10,000		*		0
15.	KAMISAH SHARIFFUDIN		10,000		10,000		*		0
16.	LEE CHEE THING		1,140,000		1,140,000		**		0
17.	LEE SIEW MOOI		10,000		10,000		*		0
18.	LIM AI CHIN		10,000		10,000		*		0

16

19.	LIM AI RENE	10,000	10,000	*	0
20.	LI PAN	10,000	10,000	*	0
21.	MAZLAN MASRUN	1,000,000	1,000,000	**	0
22.	MICHAEL PELICCI	10,000	10,000	*	0
23.	MINH TRUONG	10,000	10,000	*	0
24.	NG KWOK HING	10,000	10,000	*	0
25.	NGOC-ANH HOANG	10,000	10,000	*	0
26.	OON CHIN YET	10,000	10,000	*	0
27.	PANG LEE CHOO	10,000	10,000	*	0
28.	ROEUNG KAKADA	10,000	10,000	*	0
29.	ROEUNG SREY	10,000	10,000	*	0
30.	SIDNEY ULERY	10,000	10,000	*	0
31.	SOK SAMNANG	10,000	10,000	*	0
32.	SOMTHOP SUTHAD AYUTHAYA	10,000	10,000	*	0
33.	TANG WAI MUN	1,000,000	1,000,000	**	0
34.	THAMMANOON RATCHAPROM	10,000	10,000	*	0
35.	WILBERT P COATS III	10,000	10,000	*	0
36.	WILLIAM ULERY JR	10,000	10,000	*	0
37.	YAP  CHEE HOW	10,000	10,000	*	0
38.	YAP PECK YOONG	1,000,000	1,000,000	**	0
39.	YUN CHEE CHOONG	10,000	10,000	*	0
40.	ZACHARI R MILLER	10,000	10,000	*	0

** The Company issued 1,140,000 shares to Lee Chee Thing for services rendered in reviewing the company’s business plan

** The Company issued 1,000,000 shares to Mazlan Masrun for services rendered in developing the company’s business plan

** The Company issued 1,000,000 shares to Tang Wai Mun for services rendered in developing the company’s business plan

** The Company issued 1,000,000 shares to Yap Peck Yoong for services rendered in developing the company’s business plan

*   Less than 1%

1)  Assumes all of the shares of common stock offered are sold and, 24,500,000 common shares are issued and outstanding prior to this filing.

2)  Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. 

We may require the selling shareholders to suspend the sales of the securities offered by this Prospectus upon the occurrence of any event that makes any statement in this Prospectus, or the related registration statement, untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this Prospectus.

17

PLAN OF DISTRIBUTION

We are offering for sale a maximum of 5,000,000 shares of our common stock in a self-underwritten offering directly to the public at a fixed price of $0.01 per share for the duration of the offering. There is no minimum amount of shares that we must sell in our direct offering, and therefore no minimum amount of proceeds will be raised. No arrangements have been made to place funds into escrow or any similar account. Upon receipt, offering proceeds will be deposited into our operating account and used to conduct our business and operations. We are offering the shares without any underwriting discounts or commissions. The purchase price is fixed at $0.01 per share for the duration of the offering.  If all 5,000,000 shares are not sold within 180 days from the date hereof the offering for the balance of the shares will terminate and no further shares will be sold.

Our offering price that is fixed at $0.01 per share for the duration of the offering was arbitrarily decided upon by our management and is not based upon earnings or operating history, does not reflect our actual value, and bears no relation to our earnings, assets, book value, net worth, or any other recognized criteria of value. No independent investment banking firm has been retained to assist in determining the offering price for the shares. Such offering price was not based on the price of the issuance to our founders. Accordingly, the offering price that is fixed for the duration of the offering should not be regarded as an indication of any future price of our stock.

Pursuant to Rule 144 of the Securities Act of 1933, REVE is a “shell company” because we have nominal assets and no revenue and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a “shell company"; 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; and, 3) have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company.” If less than 12 months has elapsed since the Company ceases being a “shell company”, then only registered securities can be sold pursuant to Rule 144. Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease to be a “shell company” and have complied with the other requirements of Rule 144, as described above.

We anticipate applying for trading of our common stock on the over-the-counter (OTC) Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. To have our securities quoted on the OTC Bulletin Board we must: (1) be a company that reports its current financial information to the Securities and Exchange Commission, banking regulators or insurance regulators; and (2) has at least one market maker who completes and files a Form 211 with FINRA OTC Compliance Unit. The OTC Bulletin Board differs substantially from national and regional stock exchanges because it (1) operates through communication of bids, offers and confirmations between broker-dealers, rather than one centralized market or exchange; and, (2) securities admitted to quotation are offered by one or more broker-dealers rather than “specialists” which operate in stock exchanges. We have not yet engaged a market maker to assist us to apply for quotation on the OTC Bulletin Board and we are not able to determine the length of time that such application process will take. Such time frame is dependent on comments we receive, if any, from FINRA regarding our Form 211 application. Upon effectiveness of this registration we will seek out a market maker.

There is currently no market for our shares of common stock. There can be no assurance that a market for our common stock will be established or that, if established, such market will be sustained. Therefore, purchasers of our shares registered hereunder may be unable to sell their securities, because there may not be a public market for our securities. As a result, you may find it more difficult to dispose of, or obtain accurate quotes of our common stock. Any purchaser of our securities should be in a financial position to bear the risks of losing their entire investment.

SHARES IN THIS OFFERING WILL BE SOLD BY OUR OFFICERS AND DIRECTORS

This is a self-underwritten offering with no minimum sale requirement.  Our officers and directors will sell the Shares directly to the public, with no commission or other remuneration payable to them for any Shares that are sold by them.  There are no plans or arrangements to enter into any contracts or agreements to sell the Shares with a broker or dealer.  Mr. Nguyen will sell the Shares and intends to offer them to friends, family members and business acquaintances. In offering the securities on our behalf, they will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.

Rule 3a4-1 sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer. Those conditions are as follows:

a.  Our officers and directors are not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and

b.  Our officers and directors will not be compensated in connection with their participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

c.  Our officers and directors are not, nor will they be at the time of their participation in the offering, an associated person of a broker-dealer; and

d.  Our officers and directors meet the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform, or intend primarily to perform at the end of the offering, substantial duties for or on behalf of our Company, other than in connection with transactions in securities; and (B) are not a broker or dealer, or have been associated person of a broker or dealer, within the preceding twelve months; and (C) have not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i)  and (a)(4)(iii).

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Our officers, directors, control persons and affiliates of same do not intend to purchase any shares in this offering.

TERMS OF THE OFFERING

The shares will be sold at the fixed price of $0.01 per share for the duration of the offering until the completion of this offering.  There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable.

This offering will commence on the effective date of this Prospectus and continue for a period not to exceed 180 days (the “Expiration Date”).

SALES BY SELLING SHAREHOLDERS

In addition to our offering of 5,000,000 shares at a fixed price of $0.01 per share through the direct offering, the selling shareholders are underwriters who are also offering 4,500,000 common shares at a fixed price of $0.01 for the duration of the offering.

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

§ on such public markets as the common stock may be trading;

§ in privately negotiated transactions; or

§ in any combination of these methods of distribution.

The sales price to the public is:
 

§ fixed at $0.01 for the duration of the offering

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders are underwriters and must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular, the selling shareholders must comply with applicable laws and may, among other things:

§	not engage in any stabilization activities in connection with our common stock;
§	furnish each broker or dealer through which common stock may be offered, such copies of this Prospectus, as amended from time to time, as may be required by such broker or dealer; and
§	not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.

None of the selling shareholders will engage in any electronic offer, sale or distribution of the shares. Further, neither we nor any of the selling shareholders have any arrangements with a third party to host or access our Prospectus on the Internet.

The selling shareholders are underwriters and any commissions or concessions received by any such underwriters, dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Shares may be sold from time to time by the selling shareholders in one or more transactions at a fixed offering price for the duration of the offering. We may indemnify any underwriter against specific civil liabilities, including liabilities under the Securities Act.

19

DEPOSIT OF OFFERING PROCEEDS

This is a “best effort,” offering and, as such, we will be able to spend any of the proceeds.  The funds will be transferred to our business account for use in the implementation of our business plans

PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION

If you decide to subscribe for any shares in this offering, you will be required to execute a Subscription Agreement and tender it, together with a check or certified funds to us.  Subscriptions, once received by the Company, are irrevocable.  All checks for subscriptions should be made payable to the Company.  There is no minimum purchase requirement.

DESCRIPTION OF SECURITIES

COMMON STOCK

Our authorized capital stock consists of 200,000,000 shares of common stock, $.001 par value per share.  The holders of our common stock (i) have equal ratable rights to dividends from funds legally available therefore, when and if declared by our Board of Directors; (ii) are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.  After this offering is completed, the present stockholders will own 83.1% of our outstanding shares and the purchasers in this offering will own 16.9%.

DIVIDEND POLICY

The Company does not anticipate paying dividends on the Common Stock at any time in the foreseeable future.  The Company’s Board of Directors currently plans to retain earnings for the development and expansion of the Company’s business.  Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deem relevant.

INTERESTS OF NAMED EXPERTS AND COUNSEL

None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.

Our audited financial statements for the period ended September 30, 2012 included in this Prospectus have been audited by the firm of John Scrudato CPA, an approved member of the Public Company Accounting Oversight Board (PCAOB). John Scrudato CPA has been retained by the Company on July 13, 2012 and we include the financial statements in reliance on their report, given upon their authority as experts in accounting and auditing.

On July 12, 2012, the Law Offices of William G Goode, located at 350 Vet Memorial Highway, Commack, NY 11725 has also been retained to pass upon the validity of the shares being offered and certain other legal matters.

STATUS OF ANY PUBLICLY ANNOUNCED NEW SERVICES

The Company currently has made no public announcements regarding its services.

20

DESCRIPTION OF OUR BUSINESS

Redfield Ventures, Inc (REVE) is a development stage company that is dedicated to provide marketing research services including product research, consumer research, packaging research, and pricing research to companies throughout the United States and other countries. Our mission is to become an established marketing research service provider and the primary objective of our marketing research services is to assist companies in developing production and marketing policies such as introducing new products in the market or to identify new markets.
 

Marketing research services are widely used by manufacturers, exporters, distributors and service organizations and our services also include collection of information about competitors so that companies can use this information in decision making as well as to fight competition. Our immediate objective is to promote our marketing research services via the internet and we are developing a website domain under www.redfieldventures.com for this purpose. We are developing our website with user-friendly networking interface so as to establish an online business community which will enable us to aggressively promote our services while at the same time, participants can benefit by sharing business opportunities amongst each other.
 

We plan to generate interest and increase web traffic by inviting the business contacts of our CEO and President Mr Long Nguyen from various countries other than the United States such as United Kingdom, Vietnam, Cambodia, and Thailand from his past service with a company in Vietnam to join our domain as initial participants sharing business opportunities. With this initial group in place, we believe we can expect further interest in our website domain and attract more participants.
 

We envision that initial members from Vietnam, Cambodia, and Thailand will share business opportunities from their product lines such as supplies of clothing, coffee, granite and marble, bamboo flooring and materials, furniture, seafood, canned foods, house wares, handicrafts, pottery and other commodities. We believe that these members will share such business opportunities as part of their global marketing strategies and we will continue attracting more members from various geographical locations through our website to expand and make available other business opportunities. Such sharing could be made either through direct postings by members to members or forwarded to our site administrator for review and approval before we have it listed under a separate “Business Opportunities” page to be developed under our website and we are planning to update this Business Opportunity page on a weekly basis.
 

GENERAL INFORMATION ABOUT OUR COMPANY

We are a development stage company. We are a company without revenues or operations; we have minimal assets and have incurred losses since inception.  We are developing a website (www.redfieldventures.com) that will offer our marketing research services to clients such as manufacturers, exporters, distributors and service organizations.

Redfield Ventures, Inc (REVE) is a marketing research provider dedicated to serve in the areas of marketing research and our services include product research, consumer research, packaging research, and pricing research to companies throughout the United States and other countries. In addition, we are also offering collection of information about competitors and we will extend our services on a case by case and first come first served basis.

Our immediate objective is to promote our marketing research services via the internet primarily through an online business network to be established under our website domain www.redfieldventures.com.
 

We are developing our website with user-friendly networking interface so as to establish an online business community which will enable us to aggressively promote our services while at the same time, participants can benefit by sharing business opportunities amongst each other through this online business network.

INDUSTRY BACKGROUND

Under our preliminary observation, global businesses are feeling the “pinch” of the economy throughout the world but we hope that by providing value added business networking services to our clients, we can attract greater client base.
 

The providers of marketing research services platforms are traditionally not an internet based business but we hope to promote our services aggressively through the internet. Although many business consulting firms have access to reservoir of business alliance opportunities, traditionally they only introduce opportunities by request or coincidence only.
 

In the recent years, many online networking websites and forums became popular and internet business networking became an unstoppable phenomenon. However, most websites offering free listing services are concerned of the risk of malicious listings as the identities of its free members often remain unknown.
 

Hence, some of these websites start promoting an “affiliate” program for members who did not have to pay the fees unless they choose to “connect” and gain access to other members. If they remain only as a non-paid member, they will have limited access and information. To gain access, one has to become a paid member and hence the billing information will reveal the identity of the member so as to limit malicious intent.
 

We hope that the online business networking interface under our website domain will be well received by our targeted market, as we are only offering business networking opportunities to registered participants, and we will invite participants who are the people that we know or have dealt with to reduce and if possible, eliminate risks of exposure to malicious transactions.

21

PRINCIPAL SERVICES AND THEIR MARKETS

Redfield Ventures, Inc is a marketing research services provider dedicated to serve in the areas of marketing research. The primary objective of our marketing research services is to assist companies in developing production and marketing policies such as introducing new products in the market or to identify new markets.
 

Our principal services under marketing research include product research, consumer research, packaging research, and pricing research. Our services also include collection of information about competitors so that companies can use this information in decision making as well as to fight competition. Collection of information about competitors refers to our services in putting together all the relevant information of the client’s competitors as specified by our client with statistical analysis for comparison and decision making purposes. Our main target markets are manufacturers, exporters, distributors and service organizations and we will offer marketing research services to companies throughout the United States and other countries.

We are developing a website (www.redfieldventures.com) to promote our marketing research services. The website development is still in progress and expected to complete in the 1st quarter of 2013 to begin promoting our marketing research services. In view that we are relying on the website to promote our marketing research services, we expect to engage the first client in the 1st quarter of 2013. This website will have user-friendly networking interface so as to establish an online business community which will enable us to aggressively promote our services while at the same time, participants can benefit by sharing business opportunities amongst each other through this online business network. The online business community refers to an online business and social networking group comprising of all the registered members of our website. We hope that we can generate visitors to our website by inviting business contacts of Mr Long Nguyen from various countries other than the United States such as United Kingdom, Vietnam, Cambodia, and Thailand from his past service with a company in Vietnam to join its online business network under www.redfieldventures.com

DISTRIBUTION METHODS

Marketing Strategy

We plan to attend industry trade shows that are oriented towards creating opportunities for us to develop important strategic alliances within the global business community.  This would be an opportunity to meet and network with thousands of people in the global industry.
 

Initially we intend to attract new clients through our website.

Other methods of communication will include:
 

§ Email and cold calling - regular e-mails and cold calls to potential customers with updated company information and special offers

§ Informal marketing/networking - activities such as joining organizations or attending tradeshows and conferences.

Customer-based marketing will include:

§ Emphasizing repeat sales to clients who have used our services

§ Exploring additional sales tactics to increase the total revenue per client through the sale of extra services

§ Additional sales facilitated by links to our website

§ Strategic partnerships such as cooperative advertising

§ Special offers and promotions such as limited time offers or seasonal promotions.

22

Website Marketing Strategy

Our immediate objective is to deploy an online marketing strategy to promote our marketing research services via the internet and we plan to initiate this by developing a website for this purpose.
 

Our website domain has been established as www.redfieldventures.com and we are developing this website as our marketing tool by developing an online business network.
 

Web marketing will start with our known contacts who we will ask to recommend our site. We will continue the strategy with long-term efforts to develop recognition in professional forums. REVE plans to invite business contacts of Mr Long Nguyen from various countries other than the United States such as United Kingdom, Vietnam, Cambodia, and Thailand from his past service with a company in Vietnam to join its online business network under www.redfieldventures.com

We intend to attract traffic to our website by a variety of online marketing tactics such as registering with top search engines using selected key words (Meta tags) and utilizing link and banner exchange options.

This online business network will also enables our online business network members to share business opportunities and we believe that this benefit will attract more participants to our website.

STATUS OF ANY PUBLICLY ANNOUNCED SERVICES

None at this time

COMPETITION

REVE considers ALL marketing and business consulting firms as both competition as well as our main source of revenues as we plan to sub-contract our services to competitors if the demand for our services exceeds our production capacity or if our resources and expertise are insufficient to meet the requirements of our clients.

SOURCES OF AND AVAILABILITY OF SERVICES

REVE has at this time a potential market of clients online and will provide its own services to its selected market.  However, REVE believes it has the flexibility to enter other into other markets.
 

DEPENDENCE ON ONE OR A FEW MAJOR CLIENTS

At this time, REVE is a startup venture and has not entered into any service contracts. However the company does not anticipate any one client being more important than another.

PATENTS AND TRADEMARKS

The Company currently has no registered patents or trademarks.

GOVERNMENT AND INDUSTRY REGULATION

None at this time

RESEARCH AND DEVELOPMENT ACTIVITIES

The Company currently has no research and development activities

ENVIRONMENTAL LAWS

Company operations currently have no material effect on the environment.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

The Company has one part-time employee. There are no employee agreements in effect

DESCRIPTION OF PROPERTY

The Company’s principal executive office is located at 244 Fifth Ave Ste 1563, New York, NY 10001 and this office services is provided by Mr Long Nguyen without any charge and REVE does not own any properties at this time. The Company has another office located at 4465 38th street, San Diego, CA 92116 which is also provided by Mr Long Nguyen without charge. Mr Long Nguyen is not under any obligation to provide such office services.
 

LEGAL PROCEEDINGS

There are no lawsuits filed or pending against the Company by others, and no lawsuits filed or pending against others by the Company.  There are no contingencies, sureties or guaranties in existence.

23

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of September 30, 2012, the Company has a total of 41 shareholders including Mr Long Nguyen who was awarded stock grant of 20,000,000 shares as founder shares on January 27, 2012.  No public market currently exists for shares of our common stock.  Concurrently with the acceptance of this registration, we will be applying to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.

 

STOCK TRANSFER AGENT

None at this time

REPORTS

We will be subject to certain reporting requirements and will need to furnish annual financial reports to our stockholders, certified by our independent accountants, and will furnish un-audited quarterly financial reports in our quarterly reports filed electronically with the SEC.  All reports and information filed by us can be found at the SEC website, www.sec.gov

Our fiscal year end is December 31.  We intend to provide financial statements audited by an Independent Registered Accounting Firm (PCOAB) to our shareholders in our annual reports.  

24

REDFIELD VENTURES, INC

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

25

REDFIELD VENTURES, INC

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

SEPTEMBER 30, 2012

Balance Sheets as of September 30, 2012 (audited) and September 30, 2012 (audited)	F-1
Statements of Operations for the three months ended September 30, 2012 and the period from  January 27, 2012 (Date of Inception) to September 30, 2012 (audited)	F-2
Statement of Stockholders’ Deficit as of September 30, 2012 (audited)	F-3
Statements of Cash Flows for the three months ended September 30, 2012 and the period from January 27, 2012 (Date of Inception) to September 30, 2012 (audited)	F-4
Notes to the Financial Statements	F-5-F-9

REDFIELD VENTURES, INC

 (A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

AS OF SEPTEMBER 30, 2012

ASSETS	September 30, 2012 (audited)			January 27, 2012 to September 30, 2012 (audited)
Current Assets
Cash and cash equivalents	$	408		$	408
Total Assets	$	408		$	408
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses	$	2,771		$	2,771
Accrued Interest payable		68			68
Deposits received		100			100
Notes payable – current		5,600			5,600
Long-Term Liabilities		-			-
Total Liabilities	$	8,539		$	8,539
Stockholders’ Deficit
Common stock, par value $0.001; 200,000,000 shares authorized;         24,500,000 shares issued and outstanding		24,500			24,500
Deficit accumulated during the development stage		(32,631	)		(32,631	)
Total Stockholders’ Deficit		(8,131	)		(8,131	)
Total Liabilities and Stockholders’ Deficit	$	408		$	408

See accompanying notes to financial statements.

F-1

REDFIELD VENTURES, INC

 (A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (audited)

THREE MONTHS ENDED SEPTEMBER 30, 2012

FOR THE PERIOD FROM JANUARY 27, 2012 (INCEPTION) TO SEPTEMBER 30, 2012

	Three months ended September 30, 2012			For the period from January 27, 2012 (Inception) to September 30, 2012
REVENUES	$	0		$	0
OPERATING EXPENSES
Website expenses		100			600
Consultancy fees		0			24,140
General and administrative expenses		1,722			1,808
Professional fees		4,515			6,015
TOTAL OPERATING EXPENSES		6,337			32,563
NET LOSS FROM OPERATIONS BEFORE OTHER INCOME (EXPENSE)		(6,337	)		(32,563	)
OTHER INCOME (EXPENSE)
Interest expense		(64	)		(68)
NET INCOME(LOSS) BEFORE PROVISION FOR INCOME TAXES	$	(6,401	)	$	(32,631	)
PROVISION FOR INCOME TAXES		0			0
NET LOSS	$	(6,401	)	$	(32,631	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		24,500,000			24,500,000

See accompanying notes to financial statements.

F-2

REDFIELD VENTURES, INC

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ DEFICIT (audited)

FOR THE PERIOD FROM JANUARY 27, 2012 (INCEPTION) TO SEPTEMBER 30, 2012

	Common stock				Additional paid-in		Deficit accumulated during the development
	Shares		Amount		Capital		stage			Total
Inception, January 27, 2012		-	$	-	$	-	$	-		$	-
		-		-		-		-			-
Net Income (Loss) for the period ended March 31, 2012		-		-		-		-			-
Balance March 31, 2012		-		-		-		-			-
Shares issued as compensation for services		24,140,000		24,140		-		24,140			24,140
Shares issued for cash at $0.001 per share		360,000		360				360			360
Net loss for the prior period		-		-		-		(26,230	)		(26,230	)
Balance, June 30, 2012		24,500,000		24,500		-		(1,730	)		(1,730	)
Net loss for the three months ended September 30, 2012		-		-		-		(6,401	)		(6,401	)
Balance, September 30, 2012		24,500,000	$	24,500	$	-	$	(8,131	)	$	(8,131	)

 See accompanying notes to financial statements.

F-3

REDFIELD VENTURES, INC

 (A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (audited)

THREE MONTHS ENDED SEPTEMBER 30, 2012

FOR THE PERIOD FROM JANUARY 27, 2012 (INCEPTION) TO SEPTEMBER 30, 2012

	Three months ended September 30, 2012			For the period from January 27, 2012 (Inception) to September 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(6,401	)	$	(32,631	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Stock issued as compensation for services		0			24,140
Changes in assets and liabilities:
Increase (decrease) in accrued expenses		1335			2,839
Increase (decrease) in deposits		0			100
CASH FLOWS USED IN OPERATING ACTIVITIES		(5,066	)		(5,552)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		0			360
Notes payable		4,600			5,600
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		4,600			5,960
NET INCREASE (DECREASE) IN CASH		(466)			408
Cash, beginning of period		874			0
Cash, end of period	$	408		$	408
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	0		$	0
Income taxes paid	$	0		$	0

See accompanying notes to financial statements.

F-4

REDFIELD VENTURES, INC

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS
 

Redfield Ventures, Inc (the "Company") was incorporated under the laws of the State of Nevada on January 27, 2012.  We are developing a website (www.redfieldventures.com) that will offer Marketing Research services throughout the United States and other countries. The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, Development Stage Enterprises (“SFAS No.7”) (ASC 915-10).

NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception resulting in an accumulated deficit of $32,631 as of September 30, 2012 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
 

Basis of Presentation

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

Use of Estimates and Assumptions

The  preparation  of  financial  statements  in conformity with accounting principles generally  accepted  in  the  United States requires  management  to  make   estimates and assumptions that  affect  the reported amounts of  assets and liabilities and disclosure of contingent assets and liabilities at  the  date  of  the  financial  statements  and the reported amounts of  revenues and expenses  during  the  reporting  period. Actual results could differ from those estimates.
 

Election to be treated as an emerging growth company

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

Financial Instruments

The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.
 

Accounting Basis

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

F-5

REDFIELD VENTURES, INC

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
 

Income Taxes

Income taxes are accounted for under the assets and liability method.  Deferred  tax  assets  and  liabilities are recognized for  the  estimated future tax consequences attributable  to differences between the financial statement carrying amounts of existing  assets  and  liabilities and their respective  tax  bases and operating loss and tax credit  carry  forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
 

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of September 30, 2012.

(A) Net Loss	$	(6,401	)
(B) Weighted Average Common Shares Outstanding - Basic		24,500,000
Basic income (loss) per share: (A)÷(B)	$	(0.00	)
Equivalents
Stock Options		-
Warrants		-
Convertible notes		-
Weighted Average Common Shares Outstanding - Diluted		24,500,000

The Company incurred Net Loss of $6,401 during the period ended September 30, 2012 and based on the Weighted Average Number of Shares Outstanding of 24,500,000 the Basic income (loss) per shares is $(0.00) as per computation above.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
 

Impairment of Long-Lived Assets

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

Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three months ended September 30, 2012 and the period ended September 30, 2012 since inception.

F-6

REDFIELD VENTURES, INC

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
 

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
 

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718).  To date, the Company has not adopted a stock option plan and has not granted any stock options. As of September 30, 2012, the Company has not issued any stock-based payments to its employees.

Recent Accounting Pronouncements

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying financial statements as of September 30, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).

In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” or ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented.
 

As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.
 

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.
 

NOTE 4 – NOTES PAYABLE

On June 15, 2012, July 20, 2012 and August 20, 2012 a shareholder loaned the Company $1,000, $1,600 and $3,000 respectively. The loans are secured by 10% per annum interest bearing Promissory Notes dated June 15, 2012, July 20, 2012 and August 20, 2012 respectively. If this loan remains unpaid for a period of one year after the repayment dates June 30, 2012, July 30, 2012 and August 30, 2012 respectively, this note shall be convertible into common voting stocks at a price of 50% discount of the average bid on the day of the conversion.

F-7

  REDFIELD VENTURES, INC

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 5 – RELATED PARTY TRANSACTIONS
 

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

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

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

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

NOTE 6 – COMMON STOCK

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

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

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

Therefore, there were 24,500,000 shares of common stock issued and outstanding as of September 30, 2012.
 

NOTE 7 – COMMITMENTS AND CONTINGENCIES
 

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

F-8

  REDFIELD VENTURES, INC

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

NOTE 8 – INCOME TAXES

As of September 30, 2012, the Company had net operating loss carry forwards of approximately $32,631 that may be available to reduce future years’ taxable income in varying amounts through 2030. In accordance with FASB ASC740 “Income Taxes”. future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

	September 30, 2012			January 27, 2012 to September 30, 2012
Refundable Federal income tax attributable to:
Current Operations	$	(11.094	)	$	(11.094	)
Change: valuation allowance		11.094			11.094
Net provision for Federal income taxes	$	0		$	0

 

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

	September 30, 2012			January 27, 2012 to September 30, 2012
Deferred tax asset attributable to:
Net operating loss carryover	$	32,631		$	32,631
Less: valuation allowance		(32,631	)		(32,631	)
Net deferred tax asset	$	0		$	0

 

Due to the change in ownership provisions of Section 382 of the Internal Revenue Code and Tax Reform Act of 1986, net operating loss carry forwards of $32,631 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to September 30, 2012 to the date these financial statements were submitted to the Securities and Exchange Commission and has determined that it does not have any material subsequent events to disclose in these financial statements.

F-9

John Scrudato CPA

7 Valley View Drive

Califon, NJ 07830

908-534-0008

Report of Independent Registered Public Accounting Firm

To the Board of Directors of

Redfield Ventures, Inc

Reno, Nevada

We have audited the accompanying balance sheet of Redfield Ventures, Inc (the “Company”) as of September 30, 2012, and the related statements of operations, stockholders’ deficit, and cash flows for the period from January 27, 2012 (Date of Inception) through September 30, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Redfield Ventures, Inc as of September 30, 2012 and the results of its operations and its cash flows for the period from January 27, 2012 (Date of Inception) through September 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

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

/s/ John Scrudato CPA

Califon,  New Jersey

December 7, 2012

26

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

You should read this section in conjunction with our financial statements and the related notes included in this Prospectus.  Some of the information contained in this section or set forth elsewhere in this Prospectus, including information with respect to our plans and strategies for our business, statements regarding the industry outlook, our expectations regarding the future performance of our business, and the other non-historical statements contained herein are forward-looking statements.

OVERVIEW/BUSINESS OF ISSUER/ PLAN OF OPERATION

We were incorporated in the State of Nevada on January 27, 2012. We have not started operations. We are developing a website (www.redfieldventures.com) that will offer Marketing Research services including product research, consumer research, packaging research, and pricing research to companies throughout the United States and other countries. We have not generated any revenues as of September 30, 2012 and the only operation we have engaged in is the development of a business plan and our web site. 

Our principal executive office is located at 244 Fifth Ave Ste 1563, New York, NY 10001 and our phone number is 212-726-2184. We have another office located at 4465 38th Street, San Diego, CA 92116.

We have no plans to change our planned business activities or to combine with another business, and we are not aware of any events or circumstances that might cause these plans to change. We have not begun operations but will begin operations when this offering is effective and initial funds are being raised. Our prospects for profitability are not favorable if you consider numerous Internet-based companies have failed to achieve profits.

We have not conducted any market research into the likelihood of success of our operations or the acceptance of our services by the public.

RESULTS OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 2012

The Company has incurred losses since inception resulting in an accumulated deficit of $32,631 as of September 30, 2012 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

LIQUIDITY

We have cash assets at September 30, 2012 of $408. We will be reliant upon shareholder loans, private placements or public offerings of equity to fund any kind of operations.  We have secured no sources of loans from financial institutions and we had no revenues since inception until the period ended September 30, 2012.

SHORT TERM

On a short-term basis, we have generated no revenues to cover operations and we may have insufficient revenue to satisfy current and recurring liabilities as we continue to build the business. For short term needs we will be dependent on receipt, if any, of public offering or private placement proceeds.

Our assets consist of $360.00 in cash and a checking account with a balance of $48.00 as of September 30, 2012.

The following table sets forth an estimate of the costs and expenses payable by the registrant in connection with the issuance and distribution of the common stock being registered.

SEC registration fee	$	5
Blue Sky expense	$	250
Legal fees and expenses	$	3,000
Accountants’ fees and expenses	$	1,500
Printing expenses	$	755
Investor Relations/Public Relations	$	4,000
Total	$	10,000

27

All amounts except the SEC registration fee are estimated.  All of the expenses set forth above are being paid by the Company and noted in “Use of Proceeds”.

MILESTONES

3rd-4th Quarter 2012	: Completion and filing of Registration Statement and raising the necessary funds to proceed
1st Quarter 2013	: Complete our web site development and engage first client
2nd Quarter 2013	: Raise an additional $50,000 for marketing and advertisements
3rd Quarter 2013	: Expand services offered and geographical coverage including but not limited to South East Asia

Filing of Registration Statement is expected to continue in the 4th quarter of 2012. In view that website development is still in progress and expected to complete in the 1st quarter of 2013, we expect to engage the first client in 1st quarter of 2013. Since the website is expected to be ready in 1st quarter 2013, additional $50,000 will be raised for marketing and advertisements in the 2nd quarter of 2013. Expansion of services offered and geographical coverage including but not limited to South East Asia has been rescheduled accordingly to 3rd quarter 2013.
 

CAPITAL RESOURCES

We have only common stock as our capital resource.

As we continue to build markets for REVE services and programs, substantial capital will be needed to pay for sales and marketing, website development, equipment and service, plus usual start up and normal operating costs.

NEED FOR ADDITIONAL FINANCING

We do not have capital sufficient to meet our expected cash requirements; therefore, we will have to seek loans or equity placements.

No commitments to provide additional funds have been made by our management or other stockholders at this time.  Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred.

We will need additional capital to support our proposed future development.  We have no revenues at this time.  We have no committed source for additional funding.  No representation is made that any funds will be available when needed.  In the event funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales or income, and could fail in business as a result of these uncertainties.

For total development capital needs, we have budgeted $40,000 (net proceeds) for our first 12 months of operations to build the requisite infrastructure to support our initial sales goals.  The funds allocated are intended to be used for the daily operation of the business, such as legal expenses, insurance, web site development, rent, and office and training expenses. We feel we can work our way thru the first twelve months even with a minimum raise of $10,000 since we currently have no monthly expenses and all initial dollars raised will be put towards web site development.   If we are not successful in raising any “net” proceeds we will be unable to continue planned operations. We feel that if necessary Mr. Nguyen and “current” shareholders can contribute the necessary funds to keep the project moving forward for a three month period.

LIMITED FINANCING

We may borrow money to finance our future operations. Any such borrowing will increase the risk of loss to the investor in the event we are unsuccessful in repaying such loans.

We may issue additional shares to finance our future operations, although the Company does not currently contemplate doing so. Any such issuance will reduce the control of previous investors and may result in substantial additional dilution to investors purchasing shares from this offering.

OFF-BALANCE SHEET ARRANGEMENTS

The Company maintains no off-balance sheet arrangements.

28

GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of its assets and the liquidation of its liabilities in the normal course of business.  However, the Company has no revenues and is in its development stage, and currently lacks the capital to pursue its business plan.  This raises 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 this uncertainty.

We do not have any debt or long-term commitments. We need to raise approximately $40,000 to execute our initial sales goals.  We continue to seek financing, but there are no guarantees that we will be able to do so.
 

DESCRIBE ANY UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS OR ANY SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECTED THE AMOUNT OF REPORTED INCOME FROM CONTINUING OPERATIONS AND, IN EACH CASE, INDICATE THE EXTENT TO WHICH INCOME WAS SO AFFECTED. IN ADDITION, DESCRIBE ANY OTHER SIGNIFICANT COMPONENTS OF REVENUES OR EXPENSES THAT, IN THE REGISTRANT'S JUDGMENT, SHOULD BE DESCRIBED IN ORDER TO UNDERSTAND THE REGISTRANT'S RESULTS OF OPERATIONS.

We have yet to initiate operations and know of no unusual or infrequent events or transactions or any significant economic changes that would materially affected the amount of reported income from future operations

DESCRIBE ANY KNOWN TRENDS OR UNCERTAINTIES THAT HAVE HAD OR THAT THE REGISTRANT REASONABLY EXPECTS WILL HAVE A MATERIAL FAVORABLE OR UNFAVORABLE IMPACT ON NET SALES OR REVENUES OR INCOME FROM CONTINUING OPERATIONS.

At this time we know of no specific trends or uncertainties that would materially impact our current business plan.

IF THE REGISTRANT KNOWS OF EVENTS THAT WILL CAUSE A MATERIAL CHANGE IN THE RELATIONSHIP BETWEEN COSTS AND REVENUES (SUCH AS KNOWN FUTURE INCREASES IN COSTS OF LABOR OR MATERIALS OR PRICE INCREASES OR INVENTORY ADJUSTMENTS), THE CHANGE IN THE RELATIONSHIP SHALL BE DISCLOSED.

At this time we know of no specific events or uncertainties that would materially impact our current business plan, we have had no past or current operations.

FOR THE TWO MOST RECENT FISCAL YEARS OF THE REGISTRANT, OR FOR THOSE FISCAL YEARS IN WHICH THE REGISTRANT HAS BEEN ENGAGED IN BUSINESS, WHICHEVER PERIOD IS SHORTEST, DISCUSS THE IMPACT OF INFLATION AND CHANGING PRICES ON THE REGISTRANT'S NET SALES AND REVENUES AND ON INCOME FROM CONTINUING OPERATIONS.

The Company is a start-up and has had no operations.  However, one can only assume as the company grows it would need to make necessary adjustments to higher prices and future market conditions as would all of its competitors to stay competitive in the market place.

CRITICAL ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The statements were prepared following generally accepted accounting principles (US GAAP) of the United States of America consistently applied.

BASIC EARNINGS PER SHARE

The basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

29

CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

DIVIDENDS

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

REVENUE AND COST RECOGNITION
 

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

INCOME TAXES

At September 30, 2012, the Company had no income.

NEW ACCOUNTING PRONOUNCEMENTS

Below is a listing of the most recent Statement of Financial Accounting Standards (SFAS) SFAS 155, 157, and 158 and their effect on the Company.

Statement No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans"-an amendment of FASB Statements No. 87, 88, 106, and 123R. This Statement improves financial reporting by requiring an employer to recognize the over funded or under funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization.
 

Statement No. 157, "Fair Value Measurements". This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements.

Statement No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statement No. 133 and 140. This Statement amends FASB Statements No. 133, Accounting for Derivative Instruments and Hedging Activities , and No. 140,   Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities .

The adoption of these new Statements is not expected to have a material effect on the Company’s current financial position, results or operations, or cash flows.

CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

30

OFFICERS AND KEY PERSONNEL OF THE COMPANY

The address of each executive officer and director is c/o:  

Redfield Ventures, Inc

244 Fifth Ave Ste 1563

New York, NY 10001

Long Nguyen - Founder, Chairman and CEO (Director, Age: 31)
 

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

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

Mr Long Nguyen currently resides at 4465 38th street, San Diego, CA 92116

Khoo Hsiang Hua – Secretary (Age: 36)

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

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

Mr Khoo Hsiang Hua currently resides at Room 8.13, 8th Floor, Wisma Cosway, 50200 Kuala Lumpur, Malaysia.

CONFLICTS OF INTEREST

OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US.

Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time and effort.  Mr. Nguyen is an entrepreneur, and is engaged in business activities outside of our business, the amount of time he devotes to our business will grow as the business continues to grow.  Currently Mr. Nguyen is dedicating approximately 20 hours per week.  Mr. Nguyens other projects at this time do not put a large demand on his time.  Mr. Nguyen has not been a Director of a public company the past five years. Mr. Nguyen devotes perhaps 20 hours a week at this time to this project.  
 

Mr. Khoo’s is currently a director of a US OTC public company and it is quite possible he will need to focus even more time and energy with those projects and less time with REVE which would certainly be a conflict of interest.  At this time we have not addressed that issue.
 

DIRECTORS OF THE COMPANY

Number of Directors: 1

Directors are elected annually.

List of Outside/Independent Directors

None

31

HAVE ANY OF THE OFFICERS OR DIRECTORS EVER WORKED FOR OR MANAGED A COMPANY IN THE SAME BUSINESS AS THE COMPANY?

No
 

IF ANY OF THE OFFICERS, DIRECTORS OR OTHER KEY PERSONNEL HAVE EVER WORKED FOR OR MANAGED A COMPANY IN THE SAME BUSINESS OR INDUSTRY AS THE COMPANY OR IN A RELATED BUSINESS OR INDUSTRY, DESCRIBE WHAT PRECAUTIONS, IF ANY, (INCLUDING THE OBTAINING OF RELEASES OR CONSENTS FROM PRIOR EMPLOYERS) HAVE BEEN TAKEN TO PRECLUDE CLAIMS BY PRIOR EMPLOYERS FOR CONVERSION OR THEFT OF TRADE SECRETS, KNOW-HOW OR OTHER PROPRIETARY INFORMATION.

No action has been taken in this regard.

IF THE COMPANY HAS NEVER CONDUCTED OPERATIONS OR IS OTHERWISE IN THE DEVELOPMENT STAGE, INDICATE WHETHER ANY OF THE OFFICERS OR DIRECTORS HAS EVER MANAGED ANY OTHER COMPANY IN THE DEVELOPMENT STAGE AND DESCRIBE THE CIRCUMSTANCES, INCLUDING RELEVANT DATES.

Mr Khoo managed a development stage company since March 2012

IF ANY OF THE COMPANY'S KEY PERSONNEL ARE NOT EMPLOYEES BUT ARE CONSULTANTS OR OTHER INDEPENDENT CONTRACTORS, STATE THE DETAILS OF THEIR ENGAGEMENT BY THE COMPANY.

None at this time

IF THE COMPANY HAS KEY MAN LIFE INSURANCE POLICIES ON ANY OF ITS OFFICERS, DIRECTORS OR KEY PERSONNEL, EXPLAIN, INCLUDING THE NAMES OF THE PERSONS INSURED, THE AMOUNT OF INSURANCE, WHETHER THE INSURANCE PROCEEDS ARE PAYABLE TO THE COMPANY AND WHETHER THERE ARE ARRANGEMENTS THAT REQUIRE THE PROCEEDS TO BE USED TO REDEEM SECURITIES OR PAY BENEFITS TO THE ESTATE OF THE INSURED PERSON OR A SURVIVING SPOUSE.

None at this time

IF A PETITION UNDER THE BANKRUPTCY ACT OR ANY STATE INSOLVENCY LAW WAS FILED BY OR AGAINST THE COMPANY OR ITS OFFICERS, DIRECTORS OR OTHER KEY PERSONNEL, OR A RECEIVER, FISCAL AGENT OR SIMILAR OFFICER WAS APPOINTED BY A COURT FOR THE BUSINESS OR PROPERTY OF ANY SUCH PERSONS, OR ANY PARTNERSHIP IN WHICH ANY OF SUCH PERSONS WAS A GENERAL PARTNER AT OR WITHIN THE PAST FIVE YEARS, OR ANY CORPORATION OR BUSINESS ASSOCIATION OF WHICH ANY SUCH PERSON WAS AN EXECUTIVE OFFICER AT OR WITHIN THE PAST FIVE YEARS, SET FORTH BELOW THE NAME OF SUCH PERSONS, AND THE NATURE AND DATE OF SUCH ACTIONS.

No petition under the bankruptcy act or any state insolvency law has been filed by or against the company or its officers, directors or other key personnel. No receiver, fiscal agent or similar officer has been appointed by a court for the business or property of any such persons, or any partnership in which any of such persons was a general partner at or within the past five years, or any corporation or business association of which any such person was an executive officer at or within the past five years.
 

EXECUTIVE  COMPENSATION

We do not currently compensate our Officers and Directors, as outlined in this document. We do not currently offer benefits, such as health or life insurance.

32

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to our Officers for all services rendered in all capacities to us for the fiscal periods indicated.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Grants ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)
Long Nguyen	2012		0		0		20,000		0		0		0		0	20,000
Chairman, President and CEO, Chief Financial Officer	2012		0		0		0		0		0		0		0	0

We were incorporated on January 27, 2012

SUMMARY COMPENSATION

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

STOCK AND OPTION AWARDS

There have been no stock options or awards other than the original “founders” stock, which was issued for services to the founder. The Company issued 20,000,000 to Long Nguyen, CEO for founder services rendered at a fair market value of $20,000.
 

In addition, the following shares were issued for services rendered in the development of the business and its business plan.  All shares were arbitrarily valued at $0.001 par value on January 27, 2012.
 

The Company issued 1,140,000 shares to Lee Chee Thing for services rendered in reviewing the company’s business plan.

The Company issued 1,000,000 to Mazlan Masrun for services rendered in developing the company’s business plan.

The Company issued 1,000,000 shares to Tang Wai Mun for services rendered in developing the company’s business plan.

The Company issued 1,000,000 shares to Yap Peck Yoong for services rendered in developing the company’s business plan.
 

DIRECTORS’ COMPENSATION

Directors are not compensated.

EMPLOYMENT CONTRACTS AND OFFICERS’ COMPENSATION

There are no employment agreements

INCENTIVE STOCK OPTION PLAN AND INCENTIVE STOCK OPTION AGREEMENT

None at this time

LONG-TERM INCENTIVE PLAN (“LTIP”) AWARDS

None at this time

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 

The following table sets forth, as of the date of this Prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares.  The officers and directors currently own 20,000,000 common shares.   The table also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering, which we cannot guarantee.   The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.

33

	Percent of			Number of
	Voting			Common
Beneficial Owner Officer/Directors (1)	Shares Owned (2)			Shares Owned (3)
Long Nguyen – Chief Executive Officer		67.8	%		20,000,000
Total Shares Outstanding					29,500,000
Total Shares Authorized					200,000,000
Total Shares owned by Officers and Directors					20,000,000
The address of each executive officer and director is c/o the Company.

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

(2) Assumes the sale of the maximum amount of this offering (the Company shares of common stock) by the Company.

(3) The aggregate amount of shares to be issued by the Company and outstanding after the offering is 29,500,000.
 

The following table sets forth, as of the date of this Prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares.  The officers and directors currently own 20,000,000 common shares.  The table reflects what the percentage of ownership is prior to this offering.  The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.

	Percent of			Number of
	Voting			Common
Beneficial Owner Officer/Directors (1)	Shares Owned (2)			Shares Owned (3)
Long Nguyen – Chief Executive Officer		81.6	%		20,000,000
Total Shares Outstanding					24,500,000
Total Shares Authorized					200,000,000
Total Shares owned by Officers and Directors					20,000,000
The address of each executive officer and director is c/o the Company.

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 

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

§ The Company issued 20,000,000 shares valued at $20,000.00 to Long Nguyen, CEO for services rendered on January 27, 2012

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

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

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

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

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

34

NOTES PAYABLE

On June 15, 2012, July 20, 2012 and August 20, 2012 a shareholder loaned the Company $1,000, $1,600 and $3,000 respectively. The loans are secured by 10% per annum interest bearing Promissory Notes dated June 15, 2012, July 20, 2012 and August 20, 2012 respectively.

The balance due to the shareholder was $1,000, $1,600 and $3,000 respectively, and if this loan remains unpaid for a period of one year after the repayment dates June 30, 2012, July 30, 2012 and August 30, 2012 respectively, this note shall be convertible into common voting stocks at a price of 50% discount of the average bid on the day of the conversion.

We do not currently have any conflicts of interest by or among our current officer, director, key employee or advisors. We have not yet formulated a policy for handling conflicts of interest, however, we intend to do so upon completion of this offering and, in any event, prior to hiring any additional employees.

AVAILABLE INFORMATION

We have filed a registration statement on Form S-1, of which this Prospectus is a part, with the U.S. Securities and Exchange Commission.  Upon completion of the registration, we will be subject to the informational requirements of the Exchange Act and, in accordance therewith, will file all requisite reports, such as Forms 10-K, 10-Q, and 8-K, and other information with the Commission.  Such reports, this registration statement and other information, may be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street NE, Washington, D.C. 20549.  Copies of all materials may be obtained from the Public Reference Section of the Commission’s Washington, D.C. office at prescribed rates.  You may obtain information regarding the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  The Commission also maintains a Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission at http://www.sec.gov.

35

 Redfield Ventures, Inc

9,500,000 SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus is_____, 2012

36

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.     OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth an estimate of the costs and expenses, other than the underwriting discounts and commissions, payable by the registrant in connection with the issuance and distribution of the common stock being registered:

SEC registration fee	$	5
Blue Sky expense	$	250
Legal fees and expenses	$	3,000
Accountants’ fees and expenses	$	1,500
Printing expenses	$	755
Investor Relations/Public Relations	$	4,000
Total	$	10,000

All amounts except the SEC registration fee are estimated.  All of the expenses set forth above are being paid by us.

ITEM 14.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the Nevada Revised Statutes and our Articles of Incorporation, as amended, our directors will have no personal liability to us or our stockholders for monetary damages incurred as the result of the breach or alleged breach by a director of his "duty of care". This provision does not apply to the directors' (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) approval of any transaction from which a director derives an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the corporation or its shareholders, (v) acts or omissions that constituted an unexcused pattern of inattention that amounts to an abdication of the director's duty to the corporation or its shareholders, or (vi) approval of an unlawful dividend, distribution, stock repurchase or redemption. This provision would generally absolve directors of personal liability for negligence in the performance of duties, including gross negligence.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

ITEM 15.     RECENT SALES OF UNREGISTERED SECURITIES STOCK ISSUED FOR CASH

In connection with our private placement completed in June 27, 2012, we issued 360,000 shares of our common stock to 36 investors at $0.001 per share for an aggregate purchase price of $360 to the investors listed below.

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

37

1.	ANITA GHAZALI	10,000
2.	BENJAMIN C PASQUINO	10,000
3.	BOB MUIYO	10,000
4.	CHARLES J SUTERA	10,000
5.	DAI SHIXIANG	10,000
6.	DAI SHIHONG	10,000
7.	DAVID C MILLER	10,000
8.	DUC QUACH	10,000
9.	FANGXU	10,000
10.	FOONG KHAH POH	10,000
11.	GOH MEI LING	10,000
12.	HIEU HOANG	10,000
13.	JAMES MERITT	10,000
14.	JOSHUA MARTENS	10,000
15.	KAMISAH SHARIFFUDIN	10,000
16.	LEE CHEE THING**	1,140,000

17.	LEE SIEW MOOI	10,000
18.	LIM AI CHIN	10,000
19.	LIM AI RENE	10,000
20.	LI PAN	10,000
21.	MAZLAN MASRUN**	1,000,000
22.	MICHAEL PELICCI	10,000
23.	MINH TRUONG	10,000
24.	NG KWOK HING	10,000
25.	NGOC-ANH HOANG	10,000
26.	OON CHIN YET	10,000

38

27.	PANG LEE CHOO	10,000
28.	ROEUNG KAKADA	10,000
29.	ROEUNG SREY	10,000
30.	SIDNEY ULERY	10,000
31.	SOK SAMNANG	10,000
32.	SOMTHOP SUTHAD AYUTHAYA	10,000
33.	TANG WAI MUN**	1,000,000
34.	THAMMANOON RATCHAPROM	10,000
35.	WILBERT P COATS III	10,000
36.	WILLIAM ULERY JR	10,000
37.	YAP  CHEE HOW	10,000
38.	YAP PECK YOONG**	1,000,000
39.	YUN CHEE CHOONG	10,000
40.	ZACHARI R MILLER	10,000

STOCK FOR SERVICES

The Company issued 20,000,000 shares to Long Nguyen, CEO for founder services rendered on January 27, 2012

The Company issued 1,140,000 shares to Lee Chee Thing for services rendered on January 27, 2012 in reviewing the company’s business plan.

The Company issued 1,000,000 shares to Mazlan Masrun for services rendered in developing the company’s business plan.

The Company issued 1,000,000 shares to Tang Wai Mun for services rendered in developing the company’s business plan.

The Company issued 1,000,000 shares to Yap Peck Yoong for services rendered in developing the company’s business plan.

Total 4                       4,140,000

Total 40                     4,500,000

We claim an exemption from the registration requirements of the Act pursuant to Section 4(2) as a transaction by the issuer not involving a public offering.

39

ITEM 16   EXHIBITS

The following exhibits are included with this registration statement:

Exhibit Number	Name/Identification of Exhibit
3.1	Articles of Incorporation*
3.2	Bylaws*
5.1	Opinion of William G Good, Esq. Attorney at Law*
10.1	REVE Subscription Agreement*
23.1	Consent of John Scrudato CPA
23.2	Consent of Counsel, as in exhibit 5.1

______
* Previously Filed

ITEM 17 UNDERTAKINGS

The undersigned Registrant hereby undertakes the following:-

1.   To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement:

   (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

    (ii) To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

     (iii) To include any additional or changed material information on the plan of distribution.

2.  For determining liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

3.   To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

4. For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

   (i) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

    (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

     (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

     (iv) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

40

5. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to Directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

6.   That, for the purpose of determining liability under the Securities Act to any purchaser:

If the Registrant is subject to Rule 430C,

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. 

41

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, in the City of Reno, State of Nevada on December 6, 2012.

Redfield Ventures, Inc
(Registrant)
By: /s/ Long Nguyen	Date December 6, 2012
Long Nguyen
Chairman, President and CEO, Chief Financial Officer

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Long Nguyen	Chairman, President, CEO, CFO  and	December 6, 2012
Long Nguyen	Principal Accounting Officer

42 

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have reviewed the entire S-1 filing statement for Redfield Ventures, Inc.

We have also analyzed the analytical sections and their conclusions as derived from the Audited Financial Statements we prepared. We are in agreement as to their correctness as presented in this document. We hereby consent to the use in the Registration Statement (Form S-1) pertaining to the registration of 9,500,000 shares of common stock of Redfield Ventures, Inc. of our Audit Report dated December 7, 2012 with respect to the financial statement of Redfield Ventures, Inc. for the period ended September 30, 2012. We also consent to the reference to us as “Experts” in the above referenced Registration Statement.

/s/ John Scrudato CPA

Califon New Jersey

December 7, 2012