UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

Form 10-Q/A

 

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

 

For the quarterly period ended September 30, 2013

 

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

 

Commission file number 000-54497 

 

BASSLINE PRODUCTIONS, INC. 

(Exact name of registrant as specified in its charter)

 

Nevada

  

27-2571663

(State or other jurisdiction of incorporation or organization)

  

(I.R.S. Employer Identification No.)

 

17011 Beach Blvd. Suite 900, Huntington Beach, California

  

92647

(Address of principal executive offices)

  

(Zip Code)

 

(714) 907-1241 

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

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

 

Large accelerated filer

¨

Accelerated filer

¨
   

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

 

 

 

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

 

The number of shares of Common Stock, $0.001 par value, outstanding on November 15, 2013 was 75,027,369 shares.

 

 

 

EXPLANATORY NOTE

 

Reve Technologies, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed with the Securities and Exchange Commission (the “SEC”) (the “Original Report”) to amend the following:

 

The Registrants cover page to its Original Report contained an incorrect selection of shell status as defined in Rule 12b-2. The registrant in fact is not a Shell nor has it been for the prescribed quarterly reports. The Company is making this amendment to properly check the box that says No, the Company is not a Shell Company as defined in Rule 12b-2 of the Exchange act. In addition corrections were made to the business section of the filing.

 

There have been no other changes to the report herein filed on Form 10-Q.

 

 
2

 

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

 

This Quarterly Report on Form 10-Q contains forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows, and business prospects. These statements include, among other things, statements regarding:

 

·

our ability to diversify our operations;

 

 

·

inability to raise additional financing for working capital;

 

·

 

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 our management to make estimates about matters that are inherently uncertain;

 

 

·

our ability to attract key personnel;

 

·

our ability to operate profitably;

 

 

·

our ability to generate sufficient funds to operate the Bassline Productions, Inc. operations, upon completion of our acquisition;

 

·

deterioration in general or regional economic conditions;

 

 

·

adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

 

·

changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

 

 

·

the inability of management to effectively implement our strategies and business plan;

 

·

inability to achieve future sales levels or other operating results;

 

 

·

the unavailability of funds for capital expenditures;

 

·

other risks and uncertainties detailed in this report;

 

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

References in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “Bassline”, “the Company”, and similar terms refer to Bassline Productions, Inc. unless otherwise expressly stated or the context otherwise requires.

 

 
3

 

OVERVIEW AND OUTLOOK

 

Background

 

Bassline Productions, Inc. is a development stage company incorporated in the State of Nevada on May 11, 2010. We invest in, develop and market emerging hardware, mobile and web applications.

 

The Company has begun development of SwipeDial- an inexpensive picture-based cell phone with simple user interface. The market for SwipeDial is small children, the elderly and those with special needs. The Company expects revenue of $50-75 for each phone purchased with a $10 monthly service fee.

 

Item 6. Exhibits.

 

Exhibit No.

  

Description
     

31.1

  

Certification of Principal Executive Officer & Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     

32.1

  

Certifications of Principal Executive Officer & Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 
4

 

SIGNATURE

 

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

 

 

  BASSLINE PRODUCTIONS, INC.  
       
Date: October 7, 2014 By /s/ Tamio Stehrenberger  
    Tamio Stehrenberger  
    Chief Executive Officer  
    (Principal Executive Officer and duly authorized signatory)  

 

 
5

 



EXHIBIT 31.1

 

CERTIFICATION

 

I, Tamio Stehrenberger, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q/A of Bassline Productions, Inc. (the “Company”);

 

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

 

 

4.

The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 
 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 
 

d.

Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

 

5.

The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

 

 
 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

 

 

Date: October 7, 2014 By /s/ Tamio Stehrenberger  
    Tamio Stehrenberger  
    Principal Executive Officer and  
    Principal Financial Officer  

 

 

 

 

 



EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350, 

AS ADOPTED PURSUANT TO 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Bassline Productions, Inc. (the “Company”) on Form 10-Q/A for the period ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Tamio Stehrenberger, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: October 7, 2014 By /s/ Tamio Stehrenberger  
    Tamio Stehrenberger  
    Principal Executive Officer and  
    Principal Financial Officer  

 

 

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