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EXCEL - IDEA: XBRL DOCUMENT - SunGame CorpFinancial_Report.xls

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q/A
(Amendment No. 1)

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

For the quarterly period ended:   September 30, 2014

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

For the transition period from:  ________________ to _______________

Commission File No.    001-36058


logo
 
Sungame Corp.
  (Exact name of registrant as specified in its charter)

Delaware
**-*******
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)

3091 West Tompkins Avenue, Las Vegas, NV 89103
 (Address of principal executive office)

Registrant's telephone number: (702) 789-0848

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  .þ   YES  ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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).  þ   YES    ¨  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 Rule 12b-2 of the Exchange Act:
 
Large accelerated filer    o
Accelerated filer                        o
Non-accelerated filer      o
Smaller reporting company   þ

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

Indicate the number of the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
 
As of Date
 
Outstanding
     
September 30, 2014
 
177,793,067
     
November 1, 2014
 
177,793,067
 

 

 


 
 
 

 

 
 

 

Explanatory Note

The purpose of this Amendment No. 1 to Sungame Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the “Form 10-Q”), as filed with the Securities and Exchange Commission on November 21, 2014, is to furnish Exhibits 101 to the Form 10-Q in accordance with Rule 201(c) and Rule 405 of Regulation S-T.  Exhibits 101 provide the financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).  This Amendment No. 1 to the Form 10-Q also updates the Exhibit Index to reflect the furnishing of Exhibits 101.

No other changes have been made to the Form 10-Q.  This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-Q.

THE COMPANY IS FILING THIS QUARTERLY REPORT, FOR THE 3RD QUARTER FOR 2014, SUBJECT TO MATERIAL ADJUSTMENTS PENDING THE INTERNAL ACCOUNTING REVIEW, AND ANTICIPATED RESTATEMENTS, FOR THE REPORTING PERIODS OF THE 2013 ANNUAL REPORT, THE 2014 1ST, 2ND, AND 3RD QUARTERLY REPORTS, WHICH WILL PROBABLY RESULT IN IN SIGNIFICANT AND MATERIAL DIFFERENCES IN THE AFOREMENTIONED FINANCIAL STATEMENTS.

THE COMPANY IS MAKING THIS PERIODIC REPORT ANTICIPATING THAT IT WILL BE RESTATED, LIKELY TO A SIGNIFICANT AND MATERIAL DEGREE, BECAUSE UNDER FINRA RULES IF THE COMPANY DOES NOT FILE ITS PERIODIC REPORT FOR THE 3RD QUARTER OF 2014 BY 14 NOVEMBER 2014, THE COMPANY WILL HAVE ITS LISTING DOWNGRADED TO THE PINKSHEETS FOR A MANDATORY PERIOD OF ONE YEAR.  THE COMPANY IS CURRENTLY PERFORMING AN INTERNAL ACCOUNTING REVIEW WHICH IS NOT EXPECTED TO BE COMPLETED BY 14 NOVEMBER 2014, BUT IS NECESSARY AS A PRECURSOR FOR THE ANTICIPATED RESTATEMENTS OF THE FOLLOWING REPORTS: 10K 2013; Q1, Q2, AND Q3 OF 2014.

IN THIS FILING, WHICH THE READER IS CAUTIONED NOT TO RELY UPON, THE COMPANY IS ATTEMPTING TO COMPLY WITH FINRA RULES, NOT PROVIDE READERS WITH POTENTIALLY MISLEADING FINANCIAL INFORMATION, AND SIMULTANEOUSLY PRESERVING THE COMPANY’S LISTING INTEGRITY, WHICH IT FEELS IS BENEFICIAL TO THE SHAREHOLDERS.
 
IN SUMMATION, THE COMPANY IS FILING THIS REPORT TO COMPLY WITH REGULATIONS, AND CAUTIONS READERS NOT TO RELY UPON THE FINANCIAL STATEMENTS HEREIN AS THEY ARE ANTICIPATED TO BE MATERIALLY RESTATED.

THE FINANCIAL INFORMATION SET FORTH BELOW IS SUBJECT TO MATERIAL ADJUSTMENTS THAT WILL BE IDENTIFIED WHEN THE VOLUNTARY INTERNAL ACCOUNTING REVIEW IS COMPLETED, WHICH IS ANTICIPATED TO RESULT IN SIGNIFICANT DIFFERENCES FROM THE FINANCIAL INFORMATION CONTAINED HEREIN.

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”).  These statements are based on management’s beliefs and assumptions, and on information currently available to management.  Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”  Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.  SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS ABOUT THE COMPANY AND ITS INDUSTRY.  FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.  THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.





 



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The financial information contained herein has not been reviewed by the Company’s independent certifying accountant and is subject to material adjustments, and anticipated restatements, once the internal accounting review is completed, which is anticipated to result in significant differences from the financial information contained herein.
 
 
 
 

 







SIGNATURES

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.

SUNGAME CORPORATION



By: /s/   Neil Chandran                                                             
Name:   Neil Chandran
Title:     Principal Executive Officer,
              President and Chief Executive Officer,
              Chief Financial Officer and Principal
              Accounting Officer, Director

Date:     November 24, 2014












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The financial information contained herein has not been reviewed by the Company’s independent certifying accountant and is subject to material adjustments, and anticipated restatements, once the internal accounting review is completed, which is anticipated to result in significant differences from the financial information contained herein.
 
 
 
 

 




 
Exhibit Index



EXHIBIT
   
NUMBER
 
DESCRIPTION
     
31.1 *
 
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Section 302
     
32.1 *
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Section 906
     
101.INS †
 
XBRL Instance Document
101.SCH †
 
XBRL Taxonomy Extension Schema Document
101.CAL †
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF †
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB †
 
XBRL Extension Labels Linkbase Document
101.PRE †
 
XBRL Taxonomy Extension Presentation Linkbase Document

*
Filed as an exhibit to the original Form 10-Q for the quarter ended September 30, 2014, filed November 21, 2014.
 
In accordance with SEC rules, this interactive data file is deemed “furnished” and not “filed” for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under those sections or acts.



 
 
 

 


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The financial information contained herein has not been reviewed by the Company’s independent certifying accountant and is subject to material adjustments, and anticipated restatements, once the internal accounting review is completed, which is anticipated to result in significant differences from the financial information contained herein.