(Mark One)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2014
Or
[  ]	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: 000-54497
REVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

 

17011 Beach Blvd. Suite 900, Huntington Beach CA		92647
(Address of principal executive offices)		(Zip Code)

 

 

 

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REVE TECHONOLOGIES, INC.

QUARTERLY PERIOD ENDED MARCH 31, 2014

Index to Report on Form 10-Q

 

 

	Page
PART I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation	13
Item 3. Quantitative and Qualitative Disclosure About Market Risks	15
Item 4T. Controls and Procedures	16
PART II – OTHER INFORMATION	16
Item 1. Legal Proceedings	16
Item 1A. Risk Factors	16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3. Defaults Upon Senior Securities	16
Item 4. Mine Safety Disclosures	16
Item 5. Other Information	16
Item 6. Exhibits and Reports on Form 8-K	17
SIGNATURES	18

 

 

 

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REVE TECHNOLOGIES, INC.

FORMERLY BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

(unaudited)

 

		March 31,				December 31,
		2014				2013
ASSETS
Current assets:
Cash		$	3,289			$	120
Prepaid expenses			-				1,225
Total current assets			3,289				1,345
Fixed assets, net			930				1,029
Total assets		$	4,219			$	2,374
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable		$	5,218			$	5,218
Convertible notes payable - related party, net of unamortized discount of $21,741 and $20,483 respectively			140,146				105,465
Accrued interest payable - related party			7,866				5,057
Total current liabilities			153,230				115,740
Long-term liabilities:
Line of credit			9,956				9,956
Accrued interest payable			320				185
Total long-term liabilities			10,276				10,141
Total liabilities			163,506				125,881
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no and no shares issued and outstanding
as of March 31, 2014 and December 31, 2013, respectively			-				-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 75,027,369 and 75,027,369 shares issued and outstanding
as of March 31, 2014 and December 31, 2013, respectively			75,027				75,027
Additional paid in capital			234,607				213,063
Notes receivable - related party			(50,815	)			(49,565	)
Deficit accumulated during development stage			(418,106	)			(362,032	)
Total stockholders' deficit			(159,287	)			(123,507	)
Total liabilities and stockholders' deficit		$	4,219			$	2,374

 

REVE TECHNOLOGIES, INC.

FORMERLY BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

(unaudited)

 

										Inception
		For the				For the				(May 11, 2010)
		three months ended				three months ended				to
		March 31,				March 31,				March 31,
		2014				2013				2014
Revenue		$	-			$	-			$	12,000
Operating expenses:
Amortization expense			99				71				1,103
General and administrative			13,194				51				29,726
Professional fees			5,951				4,025				210,348
Executive compensation			13,600				-				46,600
Total operating expenses			32,844				4,147				287,777
Other expenses (Income):
Interest income			-				-				(4	)
Interest expense			135				312				21,427
Interest expense - related party			23,095				118				120,906
Total other expense (Income)			23,230				430				142,329
Net loss		$	(56,074	)		$	(4,577	)		$	(418,106	)
Weighted average number of common			75,027,369				75,015,000
shares outstanding - basic
Net loss per share - basic		$	(0.00	)		$	(0.00	)

 

 

										Inception
		For the				For the				(May 11, 2010)
		three months ended				three months ended				to
		March 31,				March 31,				March 31,
		2014				2013				2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(56,074	)		$	(4,577	)		$	(418,106	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Amortization			99				71				1,103
Shares issued for executive compensation			-				-				500
Shares issued for financing expense			-								10,142
Amortization of benefical conversion feature			20,287				-				113,042
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses			1,225				(4,900	)			-
Increase (decrease) in accounts payable			-				(740	)			5,218
Increase in current accrued interest payable - related party			2,809				118				7,866
Increase in accrued interest payable			135				311				11,285
Net cash used in operating activities			(31,519	)			(9,717	)			(268,950	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets			-				-				(1,190	)
Purchase of website development			-				-				(844	)
Proceeds for notes receivable - related party			(1,255	)			-				(55,795	)
Payments for notes receivable - related party			5				(100	)			4,980
Net cash used in investing activities			(1,250	)			(100	)			(52,849	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable - related party			35,938				8,540				163,136
Repayments for convertible notes payable - related party			-				-				(1,250	)
Proceeds from line of credit			-				1,125				115,541
Repayments to line of credit			-				-				(1,400	)
Proceeds from sale of common stock, net of offering costs			-				-				49,061
Net cash provided by financing activities			35,938				9,665				325,088
NET CHANGE IN CASH			3,169				(152	)			3,289
CASH AT BEGINNING OF PERIOD			120				154				-
CASH AT END OF PERIOD		$	3,289			$	2			$	3,289
SUPPLEMENTAL INFORMATION:
Interest paid		$	-			$	-			$	-
Income taxes paid		$	-			$	-			$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Forgiveness of debt - related party		$	-			$	-			$	102,780
Shares issued for executive compensation		$	-			$	-			$	500
Beneficial conversion feature on convertible note payable		$	21,544			$	-			$	134,781
Conversion of debt		$	-			$	-			$	12,370

 

See Accompanying Notes to Financial Statements.

 

 

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REVE TECHNOLOGIES, INC.

FORMERLY BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 and notes thereto included in the Company's 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

 

Results of operations for the interim period are not indicative of annual results.

The Company was incorporated on May 11, 2010 (Date of Inception) under the laws of the State of Nevada, as Bassline Productions, Inc.  On March 21, 2014 the Company amended its articles of incorporation and changed its name to Reve Technologies, Inc.

 

The Company has not commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.

 

The Company provides educators and semi professional entertainers the service of travel and production management to entertainment venues and festivals throughout the United States of America.  Management is seeking other viable business opportunities.

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

The Company capitalizes the costs associated with the development of the Company's website pursuant to ASC Topic 350.  Other costs related to the maintenance of the website are expensed as incurred.  Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes.   The Company has commenced amortization upon completion of the Company's fully operational website.  Amortization expense for the three months ended March 31, 2014 and 2013 was $99 and $71, respectively.

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REVE TECHNOLOGIES, INC.

FORMERLY BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 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 recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. 

 

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

We recognize revenue when all of the following conditions are satisfied: (1) there is persuasive evidence of an arrangement; (2) the product or service has been provided to the customer; (3) the amount of fees to be paid by the customer is fixed or determinable; and (4) the collection of our fees is probable.

The Company will record revenue when it is realizable and earned and the travel services have been rendered to the customers.

Advertising costs are anticipated to be expensed as incurred; however there was $194 and $0 in advertising costs included in general and administrative expenses for the three months ended March 31, 2014 and 2013.

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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses, bank overdraft and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1: The preferred inputs to valuation efforts are "quoted prices in active markets for identical assets or liabilities," with the caveat that the reporting entity must have access to that market.  Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

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REVE TECHNOLOGIES, INC.

FORMERLY BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as "unobservable," and limits their use by saying they "shall be used to measure fair value to the extent that observable inputs are not available." This category allows "for situations in which there is little, if any, market activity for the asset or liability at the measurement date". Earlier in the standard, FASB explains that "observable inputs" are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

The Company has evaluated the recent accounting pronouncements through May 2014 and believes that none of them will have a material effect on the company's financial statements.

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (May 11, 2010) through the period ended March 31, 2014 of ($418,106). In addition, the Company's development activities since inception have been financially sustained through debt and equity financing.

 

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 3 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY

On March 31, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $8,540.  The note was initially due on August 31, 2013 and bears interest at 8% per annum.  The principal amount is convertible into shares of common stock at a rate of $1 per share.  The Company recorded a beneficial conversion feature of $8,540 which will be amortized over the life of the loan.  During August 2013, the lender granted an extension and the maturity date of the note is February 28, 2014.  During January 2014, the lender granted an additional extension and the maturity date of the note is June 30, 2014.  During the three months ended March 31, 2014, the Company recorded $0 in amortization of the beneficial conversion feature as the discount has been fully amortized up to December 31, 2013.

 

 

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REVE TECHNOLOGIES, INC.

FORMERLY BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY (CONTINUED)

On July 31, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $25,500.  The note is due in January 31, 2014 and bears interest at 8% per annum.  The principal amount is convertible into shares of common stock at a rate of $1 per share.  The Company recorded a beneficial conversion feature of $25,500 which will be amortized over the life of the loan.  During January 2014, the lender granted an additional extension and the maturity date of the note is June 30, 2014.  During the three months ended March 31, 2014, the Company recorded $4,250 in amortization of the beneficial conversion feature.

On August 31, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $14,195.  The note is due in February 28, 2014 and bears interest at 8% per annum.  The principal amount is convertible into shares of common stock at a rate of $1 per share.  The Company recorded a beneficial conversion feature of $11,640 which will be amortized over the life of the loan.  During January 2014, the lender granted an additional extension and the maturity date of the note is June 30, 2014.  During the three months ended March 31, 2014, the Company recorded $3,880 in amortization of the beneficial conversion feature.

On September 30, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $7,545.  The note is due in March 31, 2014 and bears interest at 8% per annum.  The principal amount is convertible into shares of common stock at a rate of $1 per share.  The Company recorded a beneficial conversion feature of $6,187 which will be amortized over the life of the loan.  During January 2014, the lender granted an additional extension and the maturity date of the note is June 30, 2014.  During the three months ended March 31, 2014, the Company recorded $3,093 in amortization of the beneficial conversion feature.

On October 31, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $6,250.  The note is due in April 30, 2014 and bears interest at 8% per annum.  The principal amount is convertible into shares of common stock at a rate of $1 per share.  The Company recorded a beneficial conversion feature of $4,938 which will be amortized over the life of the loan.  During January 2014, the lender granted an additional extension and the maturity date of the note is June 30, 2014.  During the three months ended March 31, 2014, the Company recorded $2,469 in amortization of the beneficial conversion feature.

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REVE TECHNOLOGIES, INC.

FORMERLY BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 3 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY (CONTINUED)

On November 30, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $4,309.  The note is due in May 30, 2014 and bears interest at 8% per annum.  The principal amount is convertible into shares of common stock at a rate of $1 per share.  The Company recorded a beneficial conversion feature of $2,499 which will be amortized over the life of the loan.  During January 2014, the lender granted an additional extension and the maturity date of the note is June 30, 2014.  During the three months ended March 31, 2014, the Company recorded $1,250 in amortization of the beneficial conversion feature.

On December 31, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $8,509.  The note is due in June 30, 2014 and bears interest at 8% per annum.  The principal amount is convertible into shares of common stock at a rate of $1 per share.  The Company recorded a beneficial conversion feature of $3,403 which will be amortized over the life of the loan.  During the three months ended March 31, 2014, the Company recorded $1,702 in amortization of the beneficial conversion feature.

On January 31, 2014, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $11,810.  The note is due in July 31, 2014 and bears interest at 8% per annum.  The principal amount is convertible into shares of common stock at a rate of $1 per share.  The Company recorded a beneficial conversion feature of $6,495 which will be amortized over the life of the loan.  During the three months ended March 31, 2014, the Company recorded $2,165 in amortization of the beneficial conversion feature.

On February 28, 2014, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $11,479.  The note is due in August 31, 2014 and bears interest at 8% per annum.  The principal amount is convertible into shares of common stock at a rate of $1 per share.  The Company recorded a beneficial conversion feature of $6,428 which will be amortized over the life of the loan.  During the three months ended March 31, 2014, the Company recorded $1,071 in amortization of the beneficial conversion feature.

On March 31, 2014, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $11,879.  The note is due in September 30, 2014 and bears interest at 8% per annum.  The principal amount is convertible into shares of common stock at a rate of $1 per share.  The Company recorded a beneficial conversion feature of $8,196 which will be amortized over the life of the loan.  During the three months ended March 31, 2014, the Company recorded $0 in amortization of the beneficial conversion feature.

 

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REVE TECHNOLOGIES, INC.

FORMERLY BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

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·	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 Reve Technologies, Inc. FKABassline 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;

On March 7, 2013, we entered into an exchange agreement to purchase 100% of the outstanding shares of On The Curb, LLC in exchange for 10,000 common shares of Reve Technologies stock. A material condition of the acquisition, production of audited financial statements, has not been provided by OTC therefore the closing of the Acquisition is postponed.  On June 18, 2013, the Company postponed the closing of the merger with On The Curb, LLC.  On The Curb, LLC was required to deliver audited financial statements and footnotes to the Company and On The Curb, LLC. has not been able to deliver that yet.  No stock has been issued associated with the acquisition. No postponement penalties have been incurred by the Company.

Going Concern

 

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. As of March 31, 2014, the Company had an accumulated deficit of $418,106. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues.

 

RESULTS OF OPERATIONS

Since our inception on May 11, 2010 throughMarch 31, 2014, we generated minimal revenues. We anticipate that the current economic recession will have a material adverse affect on our continuing operations.

Operating expenses during three months ended March 31, 2014 were $32,844, consisting of $13,194 in general and administrative, $13,600 in executive compensation and $5,951 in professional fees. In comparison, operating expenses in the three months ended March 31, 2013 were $4,147, consisting of $51 in general and administrative and $4,025 in professional fees. The increase in total expenses from 2013 to 2014 is primarily attributable to a significant increase in executive compensation and general and administrative expenses.

During the three months ended March 31, 2014, we incurred $23,230 in total other expenses, all of which is comprised of interest expense.  In the comparable period ended March 31, 2013, total other expense was $430, which was solely attributable to interest expense.

Liquidity and Capital Resources

As of March 31, 2014, we had $3,289 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for the three months ended March 31, 2014 and 2013. To date, we have financed our operations through the issuance of stock and borrowings.

In summary, our cash flows were as follows:

Operating activities

Net cash used in operating activities was $31,519 for the three months ended March 31, 2014, as compared to $9,717 used in operating activities for the same period in 2013. The increase in net cash used in operating activities was primarily due to an increase in amortization of beneficial conversion feature, professional fees and executive compensation.

 

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Investing activities

Net cash used in investing activities was $1,250 for the three months ended March 31, 2014, as compared to $100 used in investing activities for the same period in 2013.  The significant change in investing activities is due primarily to proceeds to notes receivable to a related party.

As of March 31, 2014, we loaned $27,125 to Match Trade, Inc., an entity that is owned and controlled by an officer, director and shareholder of  Reve Technologies.  The loan bears interest at a fixed amount of $10.  We do not expect repayment of the loan or accrued interest from Match Trade, Inc. and have reclassified this note receivable – related party to an equity account.  Once the merger with Match Trade, Inc. is closed, these amounts will get eliminated upon consolidation with Match Trade, Inc.

As of March 31, 2014, we loaned $23,690 to On The Curb, LLC, an entity that is owned and controlled by an officer, director and shareholder of the Company.  The loan bears interest at a fixed amount of $10.  We do not expect repayment of the loan or accrued interest from On The Curb, LLC and have reclassified this note receivable – related party to an equity account.  Once the merger with On The Curb, LLC is closed, these amounts will get eliminated upon consolidation with On The Curb, LLC.

Financing activities

Net cash provided by financing activities for the three months ended March 31, 2014 was $35,938, as compared to $9,665 for the same period of 2013. The increase in net cash provided by financing activities was attributable to proceeds from the issuance of convertible notes payable from a related party.

Since inception, we have financed our cash flow requirements through issuance of common stock and related party loans. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of listings or some form of advertising revenues. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from product sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

Additionally, we are considering focusing more of our operations on artist management and production rental services.

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth.

To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop and upgrade our website, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

 

Off-Balance Sheet Arrangements

 

We did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosure About Market Risks

This item is not applicable as we are currently considered a smaller reporting company.

 

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Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal controls over financial reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material legal proceedings.

Item 1A. Risk Factors

Our significant business risks are described in our annual report on Form 10-K filed on April 16, 2014, to which reference is made herein.

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

Stock Issuances

None.

Issuer Purchases of Equity Securities

We did not purchase any of equity securities from the time of our inception through the period ended March 31, 2014.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

 

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Item 6. Exhibits and Reports on Form 10-Q

 

 

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SIGNATURES

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