PTOP 10-Q Quarterly Report March 31, 2015 | Alphaminr
ALPHAMINR

PTOP 10-Q Quarter ended March 31, 2015

Balance Sheet
Cash Flow
Income Statement
PEER TO PEER NETWORK
10-Q 1 ptop-2015mar31_10q2.htm FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended March 31, 2015

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ________ to _________

Commission file number: 001-33968


PEER TO PEER NETWORK

Nevada
45-4928294
(State or other jurisdiction  of incorporation)
(I.R.S. Employer Identification No.)

2360 Corporate Circle, Suite 400, Henderson, NV 89074-7722
(Address of principal executive offices, including zip code)

(702) 608-7360
(Issuer's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange  Act during the past 12 months (or for such shorterperiod that the registrant was required to file such reports),  and (2) has beensubject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically andposted on its corporate Web site, if any, every Interactive Data File requiredto be submitted and posted pursuant to Rule 405 of Regulation S-5 (ss.232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes [X] No [ ]

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

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

The issuer had 126,276,852 outstanding shares of common stock outstanding as of 3/31/2015.

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
PAGE
4
5
6
7
3
Peer to Peer Network
(Formerly "Psychic Friends Network, Inc.")
CONSOLIDATED CONDENSED BALANCE SHEETS
March 31,
September 30,
2015
2014
ASSETS
(unaudited)
Current assets
Cash
$
-
$
2,644
Accounts receivable
153
125
Equity securities available for sale
2
229
Total current assets
155
2,998
Investment in securities, at cost
-
70,000
Intangible assets
Website development costs (net of $71,529 and $57,300 of accumulated amortization, respectively)
12,907
27,136
Total Assets
$
13,062
$
100,134
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities
$
133,192
$
88,087
Accrued salaries to an officer
99,952
11,250
Convertible notes payable, net of discount of $-0- and $18,504, respectively
54,395
34,496
Total current liabilities
287,539
133,833
Total Liabilities
287,539
133,833
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock; 750,000,000 shares authorized at $0.001 par value; 110,069,041 and 88,977,543 issued and outstanding at March 31, 2015 and September 30, 2014, respectively
110,069
88,978
Common stock payable
-
171,000
Additional paid-in capital
1,190,486
1,001,212
Accumulated other comprehensive loss
(858
)
(631
)
Accumulated deficit
(1,574,174
)
(1,294,258
)
Total stockholders' equity (deficit)
(274,477
)
(33,699
)
Total liabilities and stockholders' equity (deficit)
$
13,062
$
100,134
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Peer to Peer Network
(Formerly "Psychic Friends Network, Inc.")
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
For the Three Months Ended
For the Six Months Ended
March 31, 2015
March 31, 2014
March 31, 2015
March 31, 2014
REVENUE
$
81
$
182
$
81
$
1,711
OPERATING EXPENSES
Payroll expenses
19,961
36,211
74,119
74,119
Depreciation and amortization
7,036
7,036
14,229
14,229
General and administrative
2,753
8,503
6,792
17,990
Consulting fees
45,460
8,707
45,460
35,370
Legal and professional
22,850
24,046
23,850
25,410
Total Operating Expenses
98,060
84,503
164,450
167,118
NET LOSS FROM OPERATIONS
(97,979
)
(84,321
)
(164,369
)
(165,407
)
OTHER EXPENSE
Asset impairment
73,000
-
73,000
-
Interest expense
26,997
7,188
42,547
7,188
TOTAL OTHER EXPENSE
99,997
7,188
115,547
7,188
NET LOSS BEFORE INCOME TAXES
(197,976
)
(91,509
)
(279,916
)
(172,595
)
PROVISION FOR INCOME TAX
-
-
-
-
NET LOSS
$
(197,976
)
$
(91,509
)
$
(279,916
)
$
(172,595
)
OTHER COMPREHENSIVE LOSS
Unrealized losses on equity investments
44
-
227
-
COMPREHENSIVE LOSS
$
(198,020
)
$
(91,509
)
$
(280,143
)
$
(172,595
)
BASIC AND DILUTED (LOSS) PER COMMON SHARE
$
(0.00
)
$
(0.00
)
$
(0.00
)
$
(0.00
)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES (Basic and Diluted)
98,386,205
84,977,543
94,021,133
84,949,081
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Peer to Peer Network
(Formerly "Psychic Friends Network, Inc.")
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
For the Six Months Ended
March 31, 2015
March 31, 2014
OPERATING ACTIVITIES
Net loss
$
(279,916
)
$
(172,595
)
Adjustments to reconcile net loss from operations:
Stock-based compensation for options issued
-
-
Amortization expense
14,229
14,229
Common stock issued for services
13,260
2,870
Amortization of debt discount
18,504
6,483
Interest expense from default provision
21,500
-
Asset impairment
73,000
-
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable
(28
)
(600
)
Increase in accounts payable to a related party
88,702
-
Increase in accrued interest
2,437
-
Increase in accounts payable and accrued liabilities
42,668
31,381
Net cash used in operating activities
(5,644
)
(118,232
)
INVESTING ACTIVITIES
Purchase of investment in securities, at cost
(3,000
)
-
Net cash used in investing activities
(3,000
)
-
FINANCING ACTIVITIES
Proceeds from cash subscriptions payable
6,000
-
Proceeds from convertible notes payable
-
53,000
Net cash provided by financing activities
6,000
53,000
NET (DECREASE) IN CASH AND CASH EQUIVALENTS
(2,644
)
(65,232
)
CASH AND CASH EQUIVALENTS
-BEGINNING OF PERIOD
2,644
75,393
CASH AND CASH EQUIVALENTS
-END OF PERIOD
$
-
$
10,161
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest
$
-
$
-
Cash paid for taxes
$
-
$
-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued in exchange for convertible note payable
$
20,105
$
-
Beneficial conversion feature
$
-
$
33,885
Common stock issued for subscriptions payable
$
177,000
$
-
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
PEER TO PEER NETWORK
(fka: Psychic Friends Network, Inc.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015 and 2014
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Peer to Peer Network (OTC:PTOP) hereinafter, ("the Company") was incorporated in the State of Nevada on May 9, 2007 under the name "Web Wizard, Inc.". On February 17, 2012 the Company's board passed a motion to change the corporate name to "Psychic Friends Network, Inc." pursuant to an asset purchase agreement executed on January 27, 2012. As part of this agreement, all of the assets of PFN Holdings were purchased. These assets are an integral part of the Company's business development and ultimately the realization of the Company's anticipated cash flows. On September 8, 2014 the Company's board passed a motion to change the corporate name to "Peer to Peer Network".

The Company is in the business of providing daily horoscopes and live psychic advice by telephone, internet or our soon to be released mobile application. Our website is www.psychicfriendsnetwork.com. First time customers will be offered promotions and are able to choose their psychic friend by specialties. They also are able to establish an ongoing relationship with their advisor, or they can choose to try someone new the next time they call. We will strive to stay on the cutting edge of technology in an effort to deliver our content. Currently this includes Facebook applications, and twitter pages, that reward our customers with free credits towards readings for sharing, liking or tweeting about PTOP. We will also be giving all of our psychics their own website, to find new customers.

Basis of Presentation

The Company has not generated significant revenues from operations. There is no bankruptcy, receivership, or similar proceedings against our company.

The accompanying audited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for annual financial information.

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim results for the periods ended March 31, 2015 and 2014 are not necessarily indicative of results for the full fiscal years. It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended September 30, 2014.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. Furthermore, as of March 31, 2015, the Company has accumulated losses from inception (May 9, 2007) of $1,574,174. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities which may be necessary should the Company be unable to continue as a going concern. Management believes that the Company will need to obtain additional funding by borrowing funds from its directors and officers, or a private placement of common stock through various sales and public offerings.

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.
Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements involves the use of estimates, which have been made using judgment. Actual results may vary from these estimates.
7
PEER TO PEER NETWORK
(fka: Psychic Friends Network, Inc.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015 and 2014
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS - (CONTINUED)

The financial statements have, in management's opinion, been prepared within the framework of the significant accounting policies summarized below:

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

The Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Use of Estimates

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

Accounts Receivable
Accounts receivable are reported at the customers' outstanding balances less any allowance for doubtful accounts. Interest is not accrued on overdue accounts receivable.  The Company evaluates receivables on a regular basis for potential reserve.

Fair Value of Financial Instruments

The fair value of the Company's financial instruments, consisting of cash and accounts payable and accrued liabilities, is equal to fair value due to their short-term to maturity. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Revenue Recognition

The Company recognizes revenue on an accrual basis. The Company generally earns revenue through the online sale of service minutes. These purchases obligate the Company to arrange a telephonic conversation with a designated service provider of the customers choosing. The Company remits a portion of the fee to the service provider and retains the balance. At the time of sale, the formal arrangements are made and the Company has fulfilled its obligation. Furthermore, the Company's portions of any fees collected are non-refundable. Revenue is generally realized or realizable and earned when all of the following criteria are met: 1) persuasive evidence of an arrangement exists between the Company and our customer(s); 2) services have been rendered; 3) our price to our customer is fixed or determinable; and 4) collectability is reasonably assured. For the six months ended March 31, 2015 and 2014, the Company recognized revenues of $81 and $1,711, respectively for which each of the four aforementioned criteria were satisfied.

Per Share Data

In accordance with "ASC 260 - Earnings per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of March 31, 2015 and 2014, the Company had no stock equivalents that were anti-dilutive and excluded in the loss per share computation.
8
PEER TO PEER NETWORK
(fka: Psychic Friends Network, Inc.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015 and 2014
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES – (CONTINUED)

Stock-Based Compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company records the value for options granted over the vesting period of the options granted. Accordingly, the Company did not recognized expenses during the six months ended March 31, 2015 and 2014, respectively (see Note 6).

Investment in Securities

The cost of the Company's cost-method investment consist of an investment in a company with which a merger is contemplated (see subsequent events footnote Note 7) that totaled $73,000 and $70,000 at March 31, 2015 and September 30, 2014, respectively. During the period ended March 31, 2015, the Company invested an additional $3,000 in the cost method investment for a total of $73,000.  As the Company owned less than 20% of that company's stock as of March 31, 2015 and September 30, 2014, and no significant influence or control exists, the investment is accounted for using the cost method.  The Company evaluated the investment for impairment.  On March 6, 2015 the agreement between 321Lend and the Company was canceled and the value of the ownership in 321Lend was deemed to be worthless by management. Accordingly, an impairment expense of $73,000 was realized during the three months ended March 31, 2015.

Website Development Costs

The Company capitalizes its costs to develop its website and when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the website will be used as intended. Such costs are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates three years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. Costs incurred for enhancements that are expected to result in additional material functionality are capitalized and expensed over the estimated useful life of the upgrades.
The Company capitalized website costs of $-0- and $-0- during the six months ended March 31, 2015 and 2014, respectively. The Company's capitalized website amortization is included in depreciation and amortization in the Company's consolidated statements of operations, and totaled $14,229 and $14,229 for the six months ended March 31, 2015 and 2014, respectively.

Advertising Costs

Advertising costs are to be expensed as incurred in accordance to Company policy; for the six ended March 31, 2015 and 2014, advertising expenses totaled $861 and $2,118, respectively.

Recent Accounting Pronouncements

Management has evaluated all recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not, or are not believed by management to, have a material impact on the Company's present or future financial position, results of operations or cash flows.
9
PEER TO PEER NETWORK
(fka: Psychic Friends Network, Inc.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015 and 2014
NOTE 3 – INTANGIBLE ASSET

The following table presents the detail of other intangible assets for the periods presented:

Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Weighted-Average Remaining Life
March 31, 2015:
Capitalized website development costs
$
84,436
$
(71,529
)
$
12,907
0.46 years
Total
$
84,436
$
(71,529
)
$
12,907
0.46 years

NOTE 4 – SECURITIES AVAILABLE FOR SALE

During the year ended September 30, 2014 the Company purchased equity securities that are being held for sale in Telecorp, Inc. (TLNF.pk). Below is a table summarizing the activity in TLNF:

For the six months ended March 31, 2015
Shares
Amount
Gain (Loss)
Shares held, September 30, 2014
9,143
$
229
$
-
Unrealized loss, March 31, 2015
(227
)
(227
)
Balance, March 31, 2015
9,143
$
2
$
(227
)

NOTE 5 – CONVERTIBLE NOTE PAYABLE

On May 8, 2014 the Company entered into a $53,000 Convertible Promissory Note with an unrelated third party finance company to fund operating expenses in the form of $53,000 in cash . The Note shall accrued interest at 8% per annum with a 22% default rate and matured on February 12, 2015. The holder has the right to convert into common stock 180 days after issuance at a variable rate of 58% of the market price as defined in the debenture document. Upon default, the Note will be convertible at par or $0.001 per share. Accordingly, there has been beneficial conversion feature discount of $38,379 calculated on this note. As of March 31, 2015, the entire debt discount has been recorded as interest expense leaving a remainder of $-0-. As of March 31, 2015 there was a total of $5,483 in accrued interest assessed on this note of which $2,437 was expensed during the six months ended March 31, 2015.

On November 24, 2014, the note holder exercised their conversion rights and converted $10,000 of the note payable into 1,923,077 shares of common stock (see Note 6). As part of this transaction the proportional remaining debt discount of $2,069 related to this conversion was expensed. Subsequent to this conversion the balance of the note was increased by $21,500 (the amount to equal 150% of the outstanding balance) as a result of the default provisions of the note. This increase was expensed as interest expense for the three months ending March 31, 2015.

On February 2, 2015, the note holder exercised their conversion rights and converted $10,105 of the note payable into 5,318,421 shares of common stock (see Note 6).

NOTE 6 – STOCKHOLDERS' EQUITY (DEFICIT)

As summarized in Note 1 on February 17, 2012, in addition to the name change, our board of directors approved a ten (10) new for one (1) forward stock split of our authorized and issued and outstanding shares of common stock. Upon effect of the forward stock split, our authorized capital was increased from 75,000,000 to 750,000,000 shares of common stock and correspondingly, our issued and outstanding shares of common stock was increased from 8,225,000 to 82,250,000 shares of common stock as of September 30, 2011, all with a par value of $0.001.
10
PEER TO PEER NETWORK
(fka: Psychic Friends Network, Inc.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015 and 2014
NOTE 6 – STOCKHOLDERS' EQUITY (DEFICIT) - (CONTINUED)

Common Stock

On November 24, 2014 a convertible note holder converted $10,000 into 1,923,077 shares of common stock at a price of $0.0052 per share (see Note 5).

On January 27, 2015 the Company issued 200,000 shares of common stock at $0.0015 per share or $300 in exchange for services rendered.

On February 10, 2015 a convertible note holder converted $10,105 into 5,318,421 shares of common stock at a price of $0.0019 per share (see Note 5).

On February 17, 2015 the Company issued 8,850,000 shares for $177,000 of subscriptions payable previously received at $0.02 per share.

On March 25, 2015 the Company issued 4,800,000 shares for $0.0027 per share for $12,960 of consulting services.

Common Stock Subscriptions Payable

On November 19, 2014 the Company received $6,000 in exchange for 300,000 in common stock subscriptions payable valued at $0.02 per share. These shares will be issued in conjunction with the total capital raise of $500,000 and the pending merger with 321 Lend.

NOTE 7 - SUBSEQUENT EVENTS

On July 17, 2014, the Company entered into an agreement and plan of merger with PFN Sub, Corp and 321 Lend, Inc. The agreement stipulates that 18,000,000 shares of the Company valued at $270,000 or $0.015 per share shall be issued in exchange for the intellectual and ownership rights of 321 Lend, Inc. The merger will not officially close and the assets of 321 Lend, Inc. and Company's common stock will be held in escrow until $500,000 in capital financing is achieved. As of December 31, 2014, $177,000 of the $500,000 had been raised (see Note 6). Furthermore, the Company has acquired securities of 321 Lend, Inc in the amount of $73,000 as of March 31, 2015, which is presented in the balance sheet as "Investment in securities, at cost". This agreement was canceled and on March 6, 2015 due to 321 Lend, Inc.'s failure to fulfill certain conditions of the capital raise. On April 7, 2015 the 18,000,000 shares held in escrow were canceled and removed from escrow.

On April 8, 2015 a convertible note holder converted $5,145 into 5,415,789 shares of common stock at a price of $0.00095 per share.

On April 29, 2015 a convertible note holder converted $4,380 into 5,407,407 shares of common stock at a price of $0.00081 per share.

On May 13, 2015 a convertible note holder converted $4,060 into 5,384,615 shares of common stock at a price of $0.000754 per share.

On May 29, 2015, the Company entered into a Master Reseller/Vendor License Agreement (the "Agreement") with Code2Action, Inc., a Delaware corporation ("C2A") whereby C2A exclusively (with a few prior license exceptions) licensed the use of its assets, including its proprietary software for internet web-based mobile business card networking services, to the Company.

11
PEER TO PEER NETWORK
(fka: Psychic Friends Network, Inc.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2015 and 2014
NOTE 7 - SUBSEQUENT EVENTS - (CONTINUED)

In exchange for the license, on May 29, 2015 the Company issued to C2A a convertible promissory note in the principal amount of $500,000, which (i) accrues no interest, (ii) matures in 10 years, (iii) is initially convertible into 75% (post-conversion) of the fully diluted outstanding shares of common stock of the Company, and (iv) is later convertible into 90% (post-conversion) of the fully diluted outstanding shares of the Company upon entering into a "strategic expansion agreement" with C2A and acquisition of C2A's assets.  If the Company fails to raise $600,000 in investment capital prior to December 31, 2015, the license shall convert to non-exclusive in the Agreement, $250,000 in principal of the note shall be cancelled and the conversion rights shall be adjusted accordingly.

The Company has evaluated events subsequent to the balance sheet date through the issuance date of these financial statements in accordance with FASB ASC 855 and has determined there are no other events that would require adjustment to, or disclosure in, the financial statements.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

This report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are  "forward-looking statements" for purposes of federal and state  securities laws,  including,  but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans,  strategies and objections of management for future  operations;  any statements  concerning  proposed new services or  developments;  any  statements regarding future economic  conditions or performance;  any statements or belief; and  any   statements  of   assumptions   underlying   any  of  the   foregoing. Forward-looking statements  may include the words "may,"  "could,"  "estimate," "intend,"  "continue,"  "believe,"  "expect" or  "anticipate"  or other  similar words.  These forward-looking  statements present our estimates and assumptions only as of the date of this report.  Except for ongoing  securities laws, we do not  intend,  and  undertake  no  obligation,  to update any  forward-looking statement.  Although we believe  that the  expectations  reflected in any of our forward-looking   statements  are   reasonable,   actual  results  could  differ materially  from  those  projected  or  assumed  in any  or our  forward-looking statements. Our future financial condition and results of operations, as well as any  forward-looking  statements,  are subject to change and inherent  risks and uncertainties.  The factors impacting these risks and uncertainties include, but are not limited to; increased  competitive  pressures from existing  competitors and new  entrants;  our  ability to  efficiently  and  effectively  finance  our operations;  deterioration in general or regional economic  conditions;  adverse state  or  federal  legislation  or  regulation  that  increases  the  costs  of compliance;  ability to achieve future sales levels or other operating  results; the fact that our  accounting  policies  and methods are  fundamental  to how we report our financial  condition and results of operations,  and they may require management to make estimates  about matters that are inherently  uncertain;  the psychic services market; our ability to develop a fully-functioning  web portal; changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; inability to efficiently manage our operations; the inability of management to effectively implement our strategies and business plans; and the other risks and uncertainties detailed in this report.

Throughout this report references to "we",  "our",  "us", "the Company", and similar terms refer to Peer to Peer Network.

OVERVIEW

CORPORATE HISTORY AND BACKGROUND

Peer to Peer Network (OTC:PTOP)  hereinafter,  ("the  Company") was incorporated  in the State of Nevada on May 9, 2007 under the name "Web  Wizard, Inc.".  On February 17, 2012 the Company changed its name to "Psychic Friends Network, Inc." pursuant to an asset purchase agreement executed on January 27, 2012. As part of this agreement, all of the assets of PFN Holdings were purchased.  These assets are an integral part of the Company's business development and ultimately the realization of the Company's anticipated cash flows. On August 27, 2014, the Company changed its name to Peer to Peer Network.

Business

Peer to Peer Network, http://peer2peernet.com/ is a holding company centered in the booming Peer-to-Peer Industry. We believe that Peer-to-Peer Networks are here to stay. By sharing what they already own, instead of buying new, people are able to save money, make money, and help the environment. At Peer-to Peer-Network, OUR VISION is to accomplish all three, and we want the whole world to join us. We like to call it COLLABORATIVE CONSUMPTION.

Our assets include the Psychic Friends Network ("PFN"), and upon closing  321Lend, Inc ("321Lend"), and we envision acquiring other properties in the growing Peer to Peer Industry.
13
PFN is a marketing and entertainment company that provides on-demand psychic advice, as well as daily and weekly horoscopes. www.psychicfriendsnetwork.com A leader in the psychic industry with memorable television/radio marketing and infomercials generating nearly $1 Billion in revenues. The same management team who built the iconic "Psychic Friends" brand is working together again; this time with the clear advantage of the internet, social media, and easier methods for billing and better communication technology.

Terminated Acquisition: 321Lend

The Company entered an Agreement and Plan of Merger dated July 17, 2014 to acquire 321Lend, Inc. Pursuant to the terms of such agreement, on March 6, 2015, the acquisition was cancelled.

Subsequent Event: Code2Action License

On May 29, 2015, the Company entered into a Master Reseller/Vendor License Agreement (the "Agreement") with Code2Action, Inc., a Delaware corporation ("C2A") whereby C2A exclusively (with a few prior license exceptions) licensed the use of its assets, including its proprietary software for internet web-based mobile business card networking services, to the Company.

In exchange for the license, on May 29, 2015 the Company issued to C2A a convertible promissory note in the principal amount of $500,000, which (i) accrues no interest, (ii) matures in 10 years, (iii) is initially convertible into 75% (post-conversion) of the fully diluted outstanding shares of common stock of the Company, and (iv) is later convertible into 90% (post-conversion) of the fully diluted outstanding shares of the Company upon entering into a "strategic expansion agreement" with C2A and acquisition of C2A's assets.  If the Company fails to raise $600,000 in investment capital prior to December 31, 2015, the license shall convert to non-exclusive in the Agreement, $250,000 in principal of the note shall be cancelled and the conversion rights shall be adjusted accordingly.

About Code2Action :

Code2Action Incorporated in Sept 2012 and has developed a complete end to end mobile marketing and advertising solution that includes a text/sms mms platform to service the small to mid size business segments. www.code2action.com

The Company recently launched in April 2015 its patent pending SaaS based mobile business card platform trademarked "C2A MobiCard" that had been in development since March 2014 www.freemobicard.com . The C2A Mobicard enables users to create, share, track business card distribution and analyze lead an referral generation in real time. The platform allows the user to custom create a mobile business card to include photo, logo, all contact details, websites, audio messaging, GPS, social media links and unlimited multimedia such as powerpoint presentations, video product demonstrations, testimonials, resumes, association and membership links. Once created, the MobiCard can be shared via text/sms, email and social media in which the user is alerted each time their card is opened and/or shared to third party referrals. The user can track and save all new lead and referral data on any smartphone device.

The Company offers a free trial to new users along with Professional and Enterprise versions that add various administrative levels of control, analytics, reporting, vendor advertising that includes mobile coupon distribution and lead generation.


RESULTS OF OPERATIONS

The following discussion of the financial condition and results of operations should be read in conjunction with the unaudited interim financial statements included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future.

For the three and six months ended March 31, 2014 versus 2015 :
14
Revenue

We generated $81 in revenue for the three and six months ended March 31, 2015 compared to $182 and $1,711 during the same respective periods in 2014. The Company commenced commercial operations as of September 30, 2013 however we do not anticipate earning significant revenues until such time that we have sufficient capital to market our services.

Operating Expenses

For the three and six months ended March 31, 2015, total operating expenses for the Company were $98,060 and $164,450 respectively, compared to $84,503 and $167,118 for the same respective periods in 2014.

Net Loss

Our net loss for the three and six months ended March 31, 2015 was $197,976 and $279,916 respectively compared to $91,509 and $172,595 during the same periods in 2014 respectively. As we have generated no substantial revenues, the net loss figures generally follow our operating expenses, however the increase from 2014 to 2015 was attributable to an asset impairment from our prior investment in 321Lend and interest expenses.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2015, we have yet to generate any material revenues from our business operations as our website, while operational, has yet to be marketed.

As of March 31, 2015, we had no cash and $13,062 in total assets, of which $12,907 is attributed to website development.  Our total liabilities were $287,539.

The Company believes it currently does not have sufficient funds to execute its business plan.  We anticipate that additional capital will be required to implement our business plan to pay for marketing efforts to support revenue for 2015.  In order to obtain the necessary capital, the Company may need to sell additional shares of common stock or borrow funds from private lenders.

Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us or experience unexpected cash requirements that would force us to seek alternative financing.  Further, if we issue additional equity or debt securities as a means of raising additional capital, stockholders may experience dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of common stock.

OFF BALANCE SHEET ARRANGEMENTS

None.
CRITICAL ACCOUNTING POLICIES

See Note 2 "Significant Accounting Policies" within the notes to our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES
15
(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the  Securities Exchange  Act of 1934,  as  amended,  is  recorded,  processed,  summarized  and reported  within the time  periods  specified  in the  Securities  and  Exchange Commission's  rules and forms,  and that such  information  is  accumulated  and communicated to our management, including our Chief Executive Officer (our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of the  quarter  covered  by  this  report,  we  carried  out an evaluation,  under the supervision and with the  participation  of our Chief Executive Officer,  of the  effectiveness  of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including our Chief Executive Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

(B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no significant changes in the Company's internal control over financial  reporting  during the quarter ended March 31, 2015.

PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings nor are we aware of any threatened proceedings against us.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

N/A

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS
16
SIGNATURES

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

PEER TO PEER NETWORK


Date: July 2, 2015 By: /s/ Christopher Esposito
Christopher Esposito
Chief Executive Officer
(Principal Executive Officer)
17
TABLE OF CONTENTS