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EX-31.1 - CERTIFICATION - BREEDIT CORP.f10q0912ex31i_progamingplat.htm
EX-31.2 - CERTIFICATION - BREEDIT CORP.f10q0912ex31ii_progamingplat.htm
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EX-32.1 - CERTIFICATION - BREEDIT CORP.f10q0912ex32i_progamingplat.htm
EX-32.2 - CERTIFICATION - BREEDIT CORP.f10q0912ex32ii_progamingplat.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
 
FORM 10-Q
___________________
 
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2012
  
OR
 
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from    to
  
Commission file number: 333-168527
 
PROGAMING PLATFORMS CORP.
(Exact Name Of Registrant As Specified In Its Charter)
 
Delaware
 
68-0080601
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
     
60 Mazeh Street, Apartment 12, Tel Aviv, Israel
 
65789
(Address of Principal Executive Offices)
 
(ZIP Code)
 
Registrant's Telephone Number, Including Area Code: +(972) 54-222-9702
 
Indicate by check mark whether the registrant (1) has 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act) or a smaller reporting company.
 
Large accelerated filer ¨
Accelerated filer ¨ 
Non-Accelerated filer ¨ 
Smaller reporting company x
 
On November 12, 2012, the Registrant had 50,968,000 shares of common stock outstanding.
 
 
 

 
 
TABLE OF CONTENTS
 
Item
 
Description
 
Page
         
   
PART I - FINANCIAL INFORMATION
   
         
ITEM 1.
 
   FINANCIAL STATEMENTS - UNAUDITED.
 
3
   
     Balance Sheets
 
4
   
     Statements of Operations
 
5
   
     Statements of Cash Flows
 
6
   
     Notes to Financial Statements
 
7
ITEM 2.
 
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDISTIONS AND RESULTS OF OPERATIONS.
 
9
ITEM 3.
 
   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
13
ITEM 4.
 
   CONTROLS AND PROCEDURES.
 
13
         
   
PART II - OTHER INFORMATION
   
         
ITEM 1.
 
   LEGAL PROCEEDINGS.
 
13
ITEM 1A.
 
   RISK FACTORS.
 
13
ITEM 2.
 
   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 
13
ITEM 3.
 
   DEFAULT UPON SENIOR SECURITIES.
 
14
ITEM 4.
 
   MINE SAFETY DISCLOSURE.
 
14
ITEM 5.
 
   OTHER INFORMATION.
 
14
ITEM 6.
 
   EXHIBITS.
 
14
 
 
 

 
 
PART I - FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS - UNAUDITED
 
PROGAMING PLATFORMS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
 
   
September 30, 2012
   
December 31, 2011
 
   
(Unaudited)
       
             
ASSETS
           
Current assets:
           
   Cash and cash equivalents
  $ 7,251     $ 110,847  
   Restricted cash
    3,848       3,940  
   Other current assets
    79,165       229  
     Total current assets
    90,264       115,016  
   Property and equipment, net
    568       801  
       Total assets
  $ 90,832     $ 115,817  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
   Accounts payable and accrued liabilities
  $ 24,492     $ 24,640  
   Related parties payable
    48,303       33,000  
   Convertible loan
    67,810       -  
   Deferred revenues
    5,800       5,800  
     Total current liabilities
    146,405       63,440  
                 
Long-term deferred revenues
    15,938       20,292  
                 
Commitments and Contingencies
    -       -  
                 
Stockholders' equity
               
   Common stock, par value $.00001 per share, 5,000,000,000 shares
               
     authorized; 50,968,000 and 50,400,000 shares issued and outstanding, repectively
    510       504  
   Stock subscription receivable
    (300 )     (300 )
   Additional paid-in capital
    235,570       133,882  
   (Deficit) accumulated during the development stage
    (307,290 )     (102,001 )
Total stockholders' equity
    (71,510 )     32,085  
Total liabilities and stockholders' equity
  $ 90,832     $ 115,817  
 
The accompanying notes are an integral part of these financial statements.
 
 
3

 
 
PROGAMING PLATFORMS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(UNAUDITED)
 
   
For the three
   
For the three
   
For the nine
   
For the nine
   
Period from May 26, 2010
 
   
months ended
   
months ended
   
months ended
   
months ended
   
date of inception
 
   
September 30, 2012
   
September 30, 2011
   
September 30, 2012
   
September 30, 2011
   
September 30, 2012
 
  
                             
Revenues
  $ 1,462     $ 5,490     $ 4,354     $ 5,490     $ 97,262  
                                         
Expenses
                                       
Research and development
    -       (20,767 )     (29,007 )     (29,547 )     (109,988 )
General and administrative
    (102,317 )     (25,743 )     (178,642 )     (66,273 )     (283,774 )
Total operating expenses
    (102,317 )     (46,510 )     (207,649 )     (95,820 )     (393,762 )
                                         
(Loss) from operations
    (100,855 )     (41,020 )     (203,295 )     (90,330 )     (296,500 )
                                         
Financial income (expense)
    (1,576 )     (7,454 )     (1,994 )     (6,678 )     (10,790 )
                                         
Net (loss)
  $ (102,431 )   $ (48,474 )   $ (205,289 )   $ (97,008 )   $ (307,290 )
                                         
(Loss) per common share - basic and diluted
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
Weighted average number of common shares outstanding
    50,706,370       50,400,000       50,527,668       50,021,392          
 
The accompanying notes are an integral part of these financial statements.
 
 
4

 
 
PROGAMING PLATFORMS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
For the nine
   
For the nine
   
From May 26, 2010,
date of inception
 
   
months ended
   
months ended
   
through
 
   
September 30, 2012
   
September 30, 2011
   
September 30, 2012
 
                   
Operating Activities:
                 
Net (loss)
  $ (205,289 )   $ (97,008 )   $ (307,980 )
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
                       
                         
Changes in net assets and liabilities:
                       
   Decrease (increase) in prepaid expenses
    (78,936 )     (2,590 )     (79,165 )
   Increase (decrease) in accounts payable and other current liabilities
    (149 )     49,302       25,181  
   Increase (decrease) in related parties payable
    15,303       -       48,303  
   (Decrease) increase in deferred revenue
    (4,354 )     89,710       21,738  
   Contribution of services from shareholder
    -       -       17,100  
   Stock based compensation
    101,694       -       101,694  
   Depreciation
    233       67       379  
Net cash (used) in operating activities
    (171,498 )     39,481       (172,750 )
  
                       
Investing activities:
                       
   Decrease (Increase) in restricted cash
    92       -       (3,848 )
   Purchases of Property and Equipment
    -       (947 )     (947 )
Net cash (used in) investing activities
    92       (947 )     (4,795 )
                         
Financing activities:
                       
   Issuance of convertible note
    67,810       -       67,810  
   Proceeds from issuance of shares (net of issuance expenses)
    -       40,000       116,986  
Net cash provided by financing activities
    67,810       40,000       184,796  
  
                       
(Decrease) increase in cash and cash equivalents
    (103,596 )     78,534       7,251  
  
                       
Cash and cash equivalents at beginning of period
    110,847       68,868       -  
  
                       
Cash and cash equivalents at end of period
  $ 7,251     $ 147,402     $ 7,251  
                         
Supplemental disclosure of cash flow information:
                       
Cash paid during the period for:
                       
Interest
  $ -     $ -     $ -  
Income taxes
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
5

 
 
PROGAMING PLATFORMS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2012 (Unaudited)
 
(1) General
 
ProGaming Platforms Corp. (“ProGaming Platforms” or the “Company”) is a Delaware corporation in the development stage and has limited operations. The Company was incorporated under the laws of the State of Delaware on May 26, 2010. The business plan of the Company is to engage in the development of an online gaming platform and to enter into licensing agreements with game servers in the United States in order to allow them to offer games of skill on the Company's platform as part of their member services.
 
The accompanying unaudited financial statements of the Company are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2011 and the notes thereto included in the Company’s Report on Form 10-K filed with the SEC on March 30, 2012.
 
(2) Summary of Significant Accounting Policies
 
Cash and Cash Equivalents
 
For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
 
Revenue Recognition
 
Software revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred in accordance with the terms and conditions of the contract, the fee is fixed or determinable, and collection is reasonably assured. For software arrangements involving multiple elements, revenue is allocated to each element based on the relative fair value or the residual method, as applicable, and using vendor specific objective evidence of fair value, which is based on prices charged when the element is sold separately. Revenue related to post-contract support (“PCS”), including technical support and unspecified when-and-if available software upgrades, is recognized ratably over the PCS term for contracts that are greater than one year. For contracts where the post contract period is one year or less, the costs are deemed insignificant, and the unspecified software upgrades are expected to be and historically have been infrequent, revenue is recognized together with the initial licensing fee and the estimated costs are accrued. 
 
Loss per Common Share
 
Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per 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. There were no dilutive financial instruments issued or outstanding for the three and nine months periods ended September 30, 2012.
 
 
6

 
 
Property and equipment:
 
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated by the straight-line method over the estimated useful lives of the assets. The annual depreciation rates are as follows:
 
 
%
Computers and electronic equipment
33
 
Impairment of Long-Lived Assets
 
The Company evaluates the recoverability of long-lived assets and the related estimated remaining lives when events or circumstances lead management to believe that the carrying value of an asset may not be recoverable. As of September 30, 2012, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.
 
Estimates
 
The financial statements are prepared on the basis of accounting principles generally accepted in the United States. 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 as of September 30, 2012, and expenses for the three and nine month periods ended September 30, 2012, and cumulative from inception. Actual results could differ from those estimates made by management.
 
Income Taxes
 
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
 
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
 
Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
 
Recent Accounting Pronouncements
 
In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) that requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.  The ASU requires disclosure of both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement.  The ASU will be applied retrospectively and is effective for periods beginning on or after January 1, 2013.  The Company is currently evaluating the impact, if any, of the adoption of this ASU on its financial statements and related disclosures.
 
 
7

 
 
In May 2011, the FASB issued an ASU that further addresses fair value measurement accounting and related disclosure requirements.  The ASU clarifies the FASB’s intent regarding the application of existing fair value measurement and disclosure requirements, changes the fair value measurement requirements for certain financial instruments, and sets forth additional disclosure requirements for other fair value measurements.  The ASU is to be applied prospectively and is effective for periods beginning after December 15, 2011.  The Company adopted the ASU effective January 1, 2012.  The adoption of the requirements of the ASU, which expanded disclosures, had no effect on the Company’s results of operations or financial position.There were various other updates recently issued, none of which are expected to a have a material impact on the Company's financial position, results of operations or cash flows.
 
(3) Development Stage Activities and Going Concern
 
The Company is currently in the development stage, and has limited operations. The business plan of the Company is to engage in the development of an online gaming platform. Our short-term strategy is to market this platform as a means of enhancing traffic at websites. Our long term strategy is to enter into licensing agreements with game servers in the U.S and worldwide to allow them to offer games of skill on our platform as part of their services.
 
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of September 30, 2012, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.
 
(4) Common Stock
 
On March 18, 2012, the Company issued 25,000 restricted shares of common stock in consideration for financial advisory services provided to the Company. 
 
On March 13, 2012, the Company issued 30,000 restricted shares of common stock in consideration for investor relations (IR) services provided to the Company.
 
On May 6, 2012, the Company issued 15,000 restricted shares of common stock in consideration for professional services provided to the Company.
 
On July 2, September 3 and September 19, 2012, the Company issued a total of 498,000 restricted shares of common stock in consideration for professional services provided to the Company.
 
All services, detailed above, are for a service period of one year. The expenses recorded in the three and nine months periods ended September 30, 2012 were $14,206 and $22,529, respectively. The remaining $79,165 will be expensed, periodically, until September 2013.
 
Share based payment transactions were accounted for in accordance with the requirements of ASC 505-50 Equity Based Payments to Non Employees. Paragraph 505-50-30-6 establishes that share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The Company measured share-based payment transactions at the fair value of the shares, the Company believes that the value of the shares is more reliably measurable.
 
On March 1, 2012, the Company filed a Certificate of Amendment to its Certificate of Incorporation effecting a forward stock split of the Company’s issued and outstanding shares of Common Stock at a ratio of ten-to-one (the “Forward Split”).  The Certificate of Amendment provides that each outstanding share of the Company's Common Stock, par value $0.0001 per share, will be split and converted, automatically, without further action, into ten (10) shares of Common Stock of $0.00001 par value per share. The Forward Split has been reflected in the Company's financial statements for year ended December 31, 2011 and for the periods thereafter.
 
(5)  Subsequent Events
 
As defined in FASB ASC 855-10, “Subsequent Events”, subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued or available to be issued. The Company evaluated all events and transactions that occurred subsequent to the balance sheet date and prior to the date on which the financial statements contained in this report were issued, and the Company determined that no such events or transactions necessitated disclosure.
 
 
8

 

 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
 
FORWARD-LOOKING STATEMENTS
 
Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbour provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,” “will,” “should,” and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, market position and expenditures. The Company assumes no obligation to update any forward-looking statements. Additional information concerning factors which could cause differences between forward-looking statements and future actual results is discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 30, 2012.
 
EXECUTIVE OVERVIEW
 
We are a development stage company with limited operations and no significant revenues from our business operations. There is substantial doubt that we can continue as a going business for the next twelve months. We do not anticipate that we will generate significant revenues until we enter into licensing agreements with additional online gaming servers, or web advertisers, to permit them to offer games of skill on our platform as part of their member services, or as part of their advertising campaign. Accordingly, we must raise cash from sources other than our operations in order to implement our marketing plan.
 
In our management’s opinion, there is a potential demand for our technology which will enable online game service providers, and websites engaged in marketing efforts designed to increase traffic, to provide a platform offering financial rewards to winners of online competitive games of skill.
 
On July 10, 2011, we executed a license agreement with GT-SAT International S.A.R.L ("GT-SAT"), a corporation organized under the laws of Luxemburg. The GT-SAT license agreement granted the licensee a non-exclusive right to develop websites and offer online games based on our proprietary gaming platform in Europe and an exclusive license in Luxembourg, Belgium, and Holland. In consideration of such license, GT-SAT made an upfront, non refundable, payment of $90,000 to the Company and has agreed to pay royalties on future revenues. On December 26, 2011, GT-SAT terminated this agreement due to the prevailing difficult economic climate in Europe.
 
On July 1, 2011, we executed a license agreement with Yanir Levin Ltd., an Israeli corporation, which granted the licensee a non-exclusive right to develop websites and offer online games based on our proprietary gaming platform in Asia and an exclusive license in Israel. In consideration of the license granted to the licensee, the licensee made an upfront, non refundable, payment of $29,000 and has agreed to pay us royalties on future revenues.
 
We believe that we have sufficient cash on hand to allow us to market our online gaming platform to potential clients and remain in business through the third quarter of 2013. If, after that, we are unable to generate significant revenues from operations for any reason, or if we are unable to make a reasonable profit, we may have to consider the advisability of suspending or otherwise limiting operations. At the present time, we have not made any arrangements to raise additional cash through either debt or equity financing.
 
Our initial plan of operations was to license our online gaming platform to third party licensees to permit these licensees to offer games of skill on our platform as part of their member services. However, following a review of current market conditions, and in light of our relatively limited working capital, our management has determined to focus our short-term efforts on marketing our platform as a leverage for web marketing campaigns designed to increase traffic in websites.
 
 
9

 
 
In order to carry out this plan and continue our business plan during the next twelve month period, we believe that we will require total cash resources of approximately $120,000. While we plan to raise additional funds through a private offering of our common stock or some form of debt financing, if we are unable to raise such funds at terms satisfactory to the Company, of which there can be no assurance, we will have to reevaluate our plan of operations.
 
Recent Developments
 
On April 2, 2012, we filed with the U.S. Patent Office a provisional application for a patent for the game event record technology underlying our proprietary multiplayer online gaming and reward-processing platform.
 
On May 3, 2012, Mr. TamirLevinas, the Company's Chief Executive Officer, resigned from his position as CEO due to a contractual commitment made in connection with the sale of another company with which Mr. Levinas is involved. Mr. Levinas's resignation was not the result of any disagreement with the Company relating to the Company’s operations, policies, or practices. Mr. Levinas will continue to serve as a member of the Company's Board of Directors.
 
On July 5, 2012, Mr. Erez Zino, a founder and principal shareholder of the Company, was appointed as the Chief Executive Officer. During the past five years, Mr. Zino has been the owner and managing director of Ozicom Communication Ltd., a private company that provides internet marketing support. Mr. Zino is a trained computer programmer and specializes in internet marketing.
 
In furtherance of the Company's long term strategy in both the U.S and worldwide, the Company has been negotiating with third parties to allow them to offer games of skill on our platform as part of their services. In August 2012, the Company entered into a licensing agreement with Inhouse Interactive LTD, a company engaged in the business of creating innovative and interactive media, including online games, using a wide range of media and unique technologies, granting Inhouse rights to upload a flash game, utilizing the Company's platform technology in Israel.
 
Starting April 1, 2012, the Company had completed it's initial Research and Development stage and began concentrating all efforts in marketing activities. Additional developments may incur following the success of the marketing activities.
 
Marketing/Advertising Strategy
 
In addition to advertising our online gaming platform on our website and selected portals and social networks, we currently plan to market our technology and services by approaching internet advertizing companies as well other website administrators, and offer our platform as a mechanism designed to increase traffic in websites. As a proof of concept we are in the final stages of developing a Flash Puzzle game that leverages our core technology, and which we intend to market through our Facebook page.
 
Results of Operations
 
Three Months Ended September 30, 2012 Compared to Three Months September 30, 2011
 
Our revenues for the three months ended September 30, 2012 were $1,462 from a single licensing agreement, compared to $5,490 in revenues for the three-month period ended September 30, 2011. Our operating expenses for the three months ended September 30, 2012 were $102,317 compared to $46,510 for the three-month period ended September 30, 2011. The increase in operating expenses is mainly due to the increase in non-cash compensation paid for services and PR expenses. Our non-cash compensation expense during the three-month period ended September 30, 2012 was $22,000 as compared to no cash-compensation paid during the same period in the prior year.
 
 
10

 
 
Net loss for the three months ended September 30, 2012 was $102,431, compared to $48,474 for the three-month period ended September 30, 2011. The increase in our net loss is due to the increase in operating expenses as noted above.
 
Nine Months Ended September 30, 2012 Compared to Nine Months Ended September 30, 2011.
 
Our revenues for the nine months ended September 30, 2012 were $4,354 from a single licensing agreement compared to $5,490 in revenues during the nine-month period ended September 30, 2011. Our operating expenses consisting mainly of research and development and general and administrative expenses were $207,649 for the nine months ended September 30, 2012, compared to $95,820 for the nine-month period ended September 30, 2011. The increase in operating expenses is mainly due to the increase in non-cash compensation paid for services and PR expenses. Our non-cash compensation expense during the nine-month period ended September 30, 2012 was $102,000 as compared to no cash-compensation paid during the same period in the prior year.
 
Net loss for the nine months ended September 30, 2012 was $205,289, compared to $97,008 for the nine-month period ended September 30, 2011. The increase in our net loss is due to the increase in operating expenses as noted above.
 
Liquidity and Capital Resources
 
We had total current assets of $90,264 consisting of $7,251 in cash, restricted cash of $3,848 and other current assets valued at $79,165. Our properties and equipment, net of depreciation were valued $568 as of September 30, 2012. We had total assets of $90,832 as of September 30, 2012.
 
We had total current liabilities of $146,405 as of September 30, 2012 consisting of $24,492 in accounts payable and accrued liabilities, $48,303 in related parties payables, a convertible note in the amount of $67,810 and $5,800 in deferred revenues. In addition, we had long-term deferred revenues of $15,938 as of September 30, 2012. We had total liabilities of $162,343 as of September 30, 2012.
 
We had a negative working capital of $71,510 and an accumulated deficit of $307,290 as of September 30, 2012. The Company is operating with limited capital. As a result, the Company is dependent on the procurement of additional financing to continue as a going concern.
 
We used $171,498 and $39,481 of cash in our operating activities during the nine-month period ended September 30, 2012 and 2011, respectively. Our negative cash flow during the nine-month period was mainly due to a net loss of $205,289, an increase in prepaid expenses of $78,936 offset by non-cash compensation of $101,694. The increase in our net loss is due to the increase in operating expenses as noted above. During the nine months ended September 30, 2012, the Company raised $67,810 through the issuance of a convertible note.
 
We had no material investing activities during the nine-month period ended September 30, 2012. Due to our limited cash position, we believe that we have to raise additional funds to continue our operations for approximately the next three months. We believe we will require approximately $10,000 per month to maintain our operations for the next twelve months. We plan to raise additional capital through the sale of debt and/or equity, which sales may cause dilution to our then existing shareholders, moving forward if needed to support our ongoing operations and expenses. There can be no assurances that we will be able to raise additional capital in the future, and/or that such sales of securities will not be on unfavorable terms.
 
Although we hope to generate meaningful revenues sufficient to support our operations in the next eight to twelve months, if we are unsuccessful in generating such revenues, we will likely need to take steps to raise equity capital or to borrow additional funds, to continue our operations and meet liabilities. We believe that we will require total cash resources of approximately $120,000 in order to carry out this plan and continue our business plan during the next twelve month period. We have no commitments from officers, Directors or affiliates to provide funding. Our failure to obtain adequate additional financing may require us to delay, curtail or scale back some or all of our operations.
 
 
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Going Concern Consideration
 
There is substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures with respect to this matter.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.
 
CRITICAL ACCOUNTING POLICIES
 
Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.
 
The accounting policies identified as critical are as follows:
 
Development Stage Company
 
We are considered a development stage company as defined by ASC 915 “Development Stage Entities,” as we have no principal operations or revenue from any source. Operations from the inception of the development stage have been devoted primarily to strategic planning, raising capital, and research and development activities.
 
Use of Estimates
 
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 and disclosures in the financial statements. Actual results could differ from those estimates.
 
Revenue
 
Software revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred in accordance with the terms and conditions of the contract, the fee is fixed or determinable, and collection is reasonably assured. For software arrangements involving multiple elements, revenue is allocated to each element based on the relative fair value or the residual method, as applicable, and using vendor specific objective evidence of fair value, which is based on prices charged when the element is sold separately. Revenue related to post-contract support (“PCS”), including technical support and unspecified when-and-if available software upgrades, is recognized ratably over the PCS term for contracts that are greater than one year. For contracts where the post contract period is one year or less, the costs are deemed insignificant, and the unspecified software upgrades are expected to be and historically have been infrequent, revenue is recognized together with the initial licensing fee and the estimated costs are accrued.
 
Research and Development Expenses
 
The Company incurred costs internally to create its platform product. Such costs have been and will be charged to operations as R&D expenses until technological feasibility has been established. Thereafter, software production costs will be capitalized.  
 
 
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Technological feasibility is considered established when all planning, designing, coding, and testing activities have been performed. As evidence that technological feasibility has been established, the company must have performed the activities as follows:
 
(a) The product design and the detail program design have been completed and the company has established that the necessary skills, and technology are available to produce the product.
 
(b) The completeness of the detail program design and its consistency with the product design have been confirmed by documenting and tracing the detail program design to product specifications.
 
(c) The detail program design has been reviewed for high-risk development issues (e.g., novel, unique, unproven functions and features or technological innovations) and any uncertainties related to high-risk development issues have been resolved through coding and testing.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
None.
 
ITEM 4. CONTROLS AND PROCEDURES 
 
Evaluation of disclosure controls and procedures. As of September 30, 2012, the Company's chief executive officer and chief financial officer conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the  Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
 
Changes in internal controls. During the quarterly period covered by this report, no changes occurred in our internal control over financial reporting that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.
 
ITEM 1A. RISK FACTORS
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1. Description of Business, subheading "Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2011, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
During the three-month period ended September 30, 2012, we issued 498,000 restricted shares of common stock to Ten West Holdings Corp. valued at $79,680 for consulting services provided to the Company. These issuances of shares of common stock were exempt from registration under Section 4(2) of the Securities Act of 1933 and regulations promulgated thereunder.
 
 
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4. MINE SAFETY DISCLOSURE.
 
Not applicable.
 
ITEM 5. OTHER INFORMATION
 
Not applicable.
 
ITEM 6. EXHIBITS
 
(a) The following documents are filed as exhibits to this report on Form 10-Q or incorporated by reference herein. Any document incorporated by reference is identified by a parenthetical reference to the SEC filing that included such document.
 
Exhibit No.
Description
3.1
Articles of Incorporation (Incorporated by reference from our Registration Statement on Form S-1 filed on October 19, 2010).
3.1.1
Certificate of Amendment of Certificate of Incorporation (Incorporated by reference from our Periodic Report on Form 8-K filed on March 1, 2012).
3.2
Bylaws (Incorporated by reference from our Registration Statement on Form S-1 filed on October 19, 2010).
4.1
Specimen ordinary share certificate (Incorporated by reference from our Registration Statement on Form S-1 filed on October 19, 2010).
31.1
Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Asher Zwebner, filed herewith.
31.2
Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Erez Zino, filed herewith.
32.1
Section 906 of the Sarbanes-Oxley Act of 2002 of Asher Zwebner, filed herewith
32.2
Section 906 of the Sarbanes-Oxley Act of 2002 of Erez Zino, filed herewith

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
PROGAMING PLATFORMS CORP.
   
     
/s/ Erez Zino
   
Erez Zino
   
Chief Executive Officer
   
     
/s/ Asher Zweber
   
Asher Zwebner
   
Chief Financial Officer
   
     
November 13, 2012
   
 
 
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