Stragenics (ASAB) 10-Q 2013 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______

Commission File Number 333-157565

ALLERAYDE SAB, INC.

(Exact name of registrant as specified in its charter)

Florida	26-4065800
(State of incorporation)	(I.R.S. Employer Identification No.)

1 Meadow Road, New Balderton, Newark

Nottinghamshire, UK NG243BP

(Address of principal executive offices)

44-1636-613609

(Registrant’s telephone number)

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 o

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 o No x

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 the 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	¨
Non-accelerated filer Do not check if a smaller reporting company	o	Smaller reporting company	x

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of November 19, 2013 the registrant had 89,005,250 shares of common stock, par value $.0001 per share issued and outstanding.

ALLERAYDE SAB, INC.

TABLE OF CONTENTS

		Page
PART I.    FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	17
ITEM 4.	CONTROLS AND PROCEDURES	17
PART II.   OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	18
ITEM 1A.	RISK FACTORS	18
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	18
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	18
ITEM 4.	MINE SAFETY DISCLOSURE	18
ITEM 5.	OTHER INFORMATION	18
ITEM 6.	EXHIBITS	18

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Allerayde SAB, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has 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.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "Allerayde" refers to: (i) Allerayde SAB, Inc., a Florida corporation, and (ii) Allerayde SAB Limited, a U.K. company that is wholly-owned by Allerayde SAB, Inc.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ALLERAYDE SAB, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

1

ALLERAYDE SAB, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (unaudited)

AS OF SEPTEMBER 30, 2013 and DECEMBER 31, 2012

	September 30, 2013			December, 31, 2012
ASSETS
Current Assets
Cash and equivalents	$	6,093		$	16
Accounts receivable		4,000			0
Total Current Assets		10,093			16
TOTAL ASSETS	$	10,093		$	16
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accrued expenses	$	111,756			3,096
Accrued interest		149,638			0
Convertible notes payable		1,481,978			0
Due to related parties		431,061			0
Loans payable		55,555			0
Total Liabilities		2,229,988			3,096
Stockholders’ Deficit
Preferred Stock Authorized: 100,000,000 preferred shares. No shares issued and outstanding at September 30, 2013 and December 31, 2012		0			0
Common Stock, 400,000,000 shares of common stock with par value of $.0001, (2012 -unlimited shares authorized no par value, Issued 89,005,250 shares of common stock (2012- 10 shares issued and outstanding)		8,900			15
Additional paid in capital		460,283			0
Accumulated other comprehensive loss		(1,562	)		(11	)
Deficit accumulated during the development stage		(2,687,516	)		(3,084	)
Total Stockholders’ Deficit		(2,219,895	)		(3,080	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	10,093		$	16

See accompanying notes to financial statements.

2

ALLERAYDE SAB, INC.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS (unaudited)

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013 AND THE PERIOD FROM JANUARY 13, 2012 (INCEPTION) TO SEPTEMBER 30, 2012

FOR THE PERIOD FROM JANUARY 13, 2012 (INCEPTION) TO SEPTEMBER 30, 2013

	Three months ended  September 30, 2013			Three months ended September 30, 2012			Nine months ended  September 30, 2013			Period from January 13, 2012 (Inception) to September 30, 2012			From January 13, 2012  (Inception) to September 30, 2013
REVENUES	$	-		$	0		$	16,289		$	0		$	16,289
EXPENSES
Professional fees		2,151			0			7,948			0			10,448
Consulting fees		-			0			50,000			0			50,000
Salaries and benefits		-			0			8,184			0			8,184
Interest on convertible notes		2,005			0			8,362			0			8,362
General and administrative		14,098			0			23,549			0			23,549
Rent		-			0			1,640			0			2,224
TOTAL EXPENSES		18,254			0			99,683			0			102,767
LOSS FROM OPERATIONS		(18,254	)		0			(83,394	)		0			(86,478	)
PROVISION FOR INCOME TAXES		0			0			0			0			0
NET LOSS	$	(18,254	)	$	0		$	(83,394	)	$	0		$	(86,478	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		89,005,250			78,632,792			84,889,000			78,632,792
OTHER COMPREHENSIVE LOSS
Net loss	$	(18,254	)	$	0		$	(83,394	)	$	0		$	(86,478	)
Other comprehensive loss
Foreign currency translation adjustments		1,651			0			1,573			0			1,562
TOTAL COMPREHENSIVE LOSS	$	(16,603	)	$	0		$	(81,821	)	$	0		$	(84,916	)

See accompanying notes to financial statements.

3

ALLERAYDE SAB, INC.

 (A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM JANUARY 13, 2012 (INCEPTION) TO SEPTEMBER 30, 2013

	Common stock						Additional paid-in			Accumulated other comprehensive			Deficit accumulated during the development
	Shares			Amount			capital			loss			Stage			Total
Inception, January 12, 2012		-		$	-		$	-		$	-		$	-		$	-
Issuance of common stock for cash		10			15			-			-			-			15
Net loss and other comprehensive loss for the period ended December 31, 2012		-			-			-			(11	)		(3,084	)		(3,095	)
Balance, December 31, 2012		10			15			0			(11	)		(3,084	)		(3,080	)
Cancellation of shares on recapitalization		(10	)		(15	)		15			-			-			0
Issuance of shares on recapitalization		76,658,739			7,666			(15	)					(7,651	)		0
Assumption of net liabilities on recapitalization														(2,593,387	)		(2,593,387	)
Correction to common stock outstanding		11			-
Issuance of common stock for debt		12,346,500			1,234			460,283									461,517
Net loss and other comprehensive loss for the nine months ended September 30, 2013		-			-			-			(1,551	)		(83,394	)		(84,945	)
Balance, September 30, 2013		89,005,250		$	8,900		$	460,283		$	(1,562	)	$	(2,687,516	)	$	(2,219,895	)

See accompanying notes to financial statements.

4

ALLERAYDE SAB, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2013

FOR THE PERIOD FROM JANUARY 13, 2012 (INCEPTION) TO SEPTEMBER 30, 2012

FOR THE PERIOD FROM JANUARY 13, 2012 (INCEPTION) TO SEPTEMBER 30, 2013

	Nine months ended September 30, 2013			Period from January 13, 2012 (Inception) to September 30, 2012		From January 13, 2012 (Inception) to September 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(83,394	)	$	0	$	(86,478	)
Adjustments to reconciled net loss to net cash provided by operating activities:
Convertible note issued for expenses		54,000			0		54,000
Changes in assets and liabilities:
Increase in accrued expenses		9,522			0		12,618
Net Cash Provided by (Used in) Operating Activities		(19,872	)		0		(19,860	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from promissory notes		27,500					27,500
Proceeds from issuance of common stock		0			0		15
Net Cash Provided by Financing Activities		27,500			0		27,515
Exchange rate effect on cash		(1,551	)		0		(1,562	)
NET INCREASE (DECREASE) IN CASH		6,077			0		6,093
Cash, beginning of period		16			0		0
Cash,  end of period	$	6,093			0	$	6,093
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	0				$	0
Cash paid for income taxes	$	0				$	0
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Net liabilities acquired on recapitalization	$	2,593,387				$	2,593,387
Common stock issued for debt		95,597					95,597

See accompanying notes to financial statements.

5

ALLERAYDE SAB, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Allerayde SAB, Inc., formerly known as Mobieyes Software, Inc. (the “Company”) was incorporated under the laws of the State of Florida on January 15, 2009. On February 23, 2010, the Company changed its name to Resource Exchange of America Corp. Effective April 30, 2013, the Company changed its name to Allerayde SAB, Inc. The Company’s prior business was a mobile enterprise software company aimed at improving productivity of field service organizations. Upon completion of the acquisition of assets from UTP Holdings, LLC on February 22, 2010, the Company adopted the business of UTP Holdings, LLC. The Company is now engaged in the business of recycling ferrous and nonferrous metals to customers in the United States and abroad.

On March 21, 2013, the Company entered into a Share Exchange Agreement with Allerayde SAB Limited. (“Allerayde”) and Mike Rhodes, the sole member of Allerayde (the “Allerayde Stockholder”) (the “Share Exchange Agreement”). This share exchange transaction constituted a reverse merger and a recapitalization of Allerayde.  In conjunction with this reverse merger, the historical accounts of Allerayde become the historical accounts of Resource Exchange of America Corp for accounting purposes.

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies.  A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”).  In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a December 31 fiscal year end.

Cash and Cash Equivalents

Allerayde considers all highly liquid investments with maturities of three months or less to be cash equivalents.  At September 30, 2013 and December 31, 2012, respectively, the Company had $6,093 and $16 of cash.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, loans payable, and accrued expenses. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

6

ALLERAYDE SAB, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Foreign Currency

The operations of the Company are located in England and Wales.  Allerayde maintains a Great Britain Pounds bank account.  The functional currency is the U.S. Dollar. Transactions in foreign currencies other than the functional currency, if any, are re-measured into the functional currency at the rate in effect at the time of the transaction. Monetary assets and liabilities denominated in Great Britain Pounds are translated into U.S. Dollars at the rate in effect at the balance sheet date. Revenue and expenses denominated in Great Britain Pounds Dollars are translated at the average exchange rate.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of September 30, 2013.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

Recent Accounting Pronouncements

Allerayde does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

7

ALLERAYDE SAB, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has incurred losses since inception, has an accumulated deficit of $2,687,516 as of September 30, 2013, has a working capital deficit, and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

NOTE 3 – CONVERTIBLE NOTES PAYABLE

a) On February 22, 2010, the Company issued a $250,000 promissory note to the President of the Company. The note bears interest at 10% per annum, is unsecured, and was due on December 31, 2011. The holder may convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date.

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversions feature of $175,081 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011. The carrying value of the convertible debt as of September 30, 2013 is $250,000. During the year ended December 31, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $150,981 and as of September 30, 2013, the fair value of the conversion option derivative liability was $nil.

(b) On April 13, 2010, the Company entered into a $250,000 draw down promissory note agreement with a non-related party. Amounts drawn on this credit facility bear interest at 8% per annum, are unsecured, and were due on April 13, 2011. The holder may convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the thirty trading days immediately preceding the conversion date. On October 14, 2010, the conversion price was changed to be fixed at $0.45 per share.

As of September 30, 2013, the outstanding balance is $250,000. The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $147,140 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011.  The carrying value of the convertible debt as of September 30, 2013 is $250,000. As of December 31, 2012, the fair value of the conversion option derivative liability was $nil.

8

ALLERAYDE SAB, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

NOTE 3 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

(c) Effective January 31, 2005, the former President of the Company entered into a line of credit agreement with a financial institution allowing for borrowings of up to $800,000 with annual interest at prime to be used to fund the operations of the Company. The line of credit is secured by the principal residence of the former President of the Company. Monthly interest-only payments are required. On October 21, 2010, the Company agreed to add a conversion option to the entire balance of principal and interest outstanding at any time on the line of credit. The President of the Company may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date. The maturity date was December 31, 2011.

As of September 30, 2013, the outstanding balance is $788,469 (December 31, 2012 - $788,469). The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $592,991 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011.  The carrying value of the convertible debt as of December 31, 2012 is $788,469. During the year ended December 31, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $402,315 and as of December 31, 2012, the fair value of the conversion option derivative liability was $nil.

On August 18, 2011 the company defaulted on the payments owed to the financial institution. As a result, UTP Holdings LLC was obligated to make the monthly bank payments on behalf of the company. UTP Holdings LLC notified the company of the default and the payments. The company is recording the additional amounts due to UTP holdings as a current liability.

(d) Effective March 18, 2010, the Company entered into a line of credit agreement with a company owned by the former President of the Company allowing for borrowings of up to $150,000 bearing interest at 8% per annum. The line of credit is unsecured and all borrowings plus interest are due on demand. On October 21, 2010, the Company agreed to add a conversion option to the entire balance of principal outstanding at any time on the line of credit. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 75% of the average of the closing market price of the Company’s common stock during the five trading days immediately preceding the conversion date.

The balance on the line of credit as of September 30, 2013 is $50,300. The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $11,523 with an equivalent discount on the convertible debt. During the year ended December 31, 2012, the Company recorded a gain on the change in fair value of the conversion option derivative liability of $27,752 and as of September 30, 2013 the fair value of the conversion option derivative liability was $nil.

(e) On February 23, 2011, the Company issued an 8% convertible note for proceeds of $37,500 which matured on November 28, 2011. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date. On April 5, 2013, the promissory note was converted into 3,750,000 shares of common stock.

9

ALLERAYDE SAB, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

NOTE 3 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $37,500 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011. The carrying value of the convertible debt as of September 30, 2013 is $37,500. During the year ended December 31, 2012, the Company recorded a loss on the change in fair value of the conversion option derivative liability of $101,928As a result of the conversion, the remaining derivative liability of $ 149,417 was recorded as additional paid in capital..

(f) On March 24, 2011, the Company issued an 8% convertible note for proceeds of $27,500 which matured on December 28, 2011. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $27,500 with an equivalent discount on the convertible debt. The debt was fully accreted as of December 31, 2011. The carrying value of the convertible debt as of September 30, 2013 is $27,500. During the year ended December 31, 2012, the Company recorded a loss on the change in fair value of the conversion option derivative liability of $74,323. On April 5, 2013, the promissory note was converted into 2,750,000 shares of common stock and as a result the remaining derivative liability of $ 108,928 was recorded to additional paid in capital

g) On May 25, 2011 the Company issued an 8% convertible note for proceeds of $27,500 which matured on February 27, 2012. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to 61% of the average of the three lowest closing market prices during the ten day trading period immediately preceding the conversion date.

The Company was required to classify the conversion feature contained within the convertible debt as a derivative liability. As such, the Company recorded a derivative liability related to the convertible debt equal to the estimated fair value of the conversion feature of $27,500 with an equivalent discount on the convertible debt. During the year ended December 31, 2012, $3,208 has been accreted increasing the carrying value of the convertible debt to $27,500. During the year ended December 31, 2012, the Company recorded a loss on the change in fair value of the conversion option derivative liability of $73,424. On April 5, 2013, the promissory note was converted into 2,750,000 shares of common stock and as a result the remaining derivative liability of $ 107,575 was recorded as additional paid in capital.

(h) On August 31, 2012 the Company issued a 6% convertible note for proceeds of $20,000 which matures on August 30, 2013. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to the market price of the stock as determined by taking the average trading price of the stock over the previous 30 days.

(i) On November 16, 2012 the Company issued a 6% convertible note for proceeds of $66,709 which matures on November 16, 2013. The holder may elect to convert, at any time, any amount outstanding into shares of common stock of the Company at a conversion price per share equal to the market price of the stock as determined by taking the average trading price of the stock over the previous 30 days.

10

ALLERAYDE SAB, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

NOTE 3 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

In May 2012, the Company increased the authorized shares to 500,000,000 consisting of two classes to be designated as common stock and preferred stock. The total number of common stock shares authorized was increased to 400,000,000 and preferred stock shares totaling 100,000,000 were authorize

The Company entered in to a consultancy agreement with DeBondo Capital on January 7, 2013 to pay a sum of $50,000 to DeBondo for services to be provided during the first 4-5 months of 2013. DeBondo agreed to convert the fees due to a convertible loan in the amount of $50,000. The note matures on January 8, 2014 and bears interest at 5%. The holder of this note shall have the right, exercisable in whole or in part, to convert the outstanding principle and accrued interest hereunder into fully paid and non-assessable common shares of the Borrower's stock at fair market value.

On February 4, 2013, the Company signed a promissory note with DeBondo Capital Limited in the amount of $4,000. The note matures on February 4, 2014 and bears interest at 5%. The holder of this note shall have the right, exercisable in whole or in part, to convert the outstanding principle and accrued interest hereunder into fully paid and non-assessable common shares of the Borrower's stock at fair market value.

On March 12, 2013, the Company signed a promissory note with Laurag Associates S.A. in the amount of $2,500. The note matures March 13, 2014 and bears interest at 5%. The holder of this note shall have the right, exercisable in whole or in part, to convert the outstanding principle and accrued interest hereunder into fully paid and non-assessable common shares of the Borrower's stock at fair market value.

NOTE 4 – PROMISSORY NOTES

On September 10, 2013 and September 24, 2013, the Company signed a promissory notes with Capital Nordic Ltd. in the amounts of $3,000 and $5,000. The notes plus interest of $450 and $750 respectively are payable after 4 months.

On August 1, 2013, the Company signed a promissory note with De Bondo Capital Limited in the amount of $17,000.  The principal amount plus interest of $1,700 is due  February 1, 2014.

NOTE 5 – COMMON STOCK

The Company originally had an unlimited number of shares of no par value common stock.

On inception, the Company issued 10 shares of common stock at £1.00 per share to its founder for total cash proceeds of £10, which converted at its historical rate is $15.  The Company closed a share exchange transaction effective March 23, 2013 with the shareholders of Resource Exchange of America Corp. This share exchange transaction constituted a reverse merger and a recapitalization of Allerayde.  In conjunction with this reverse merger, the historical accounts of Allerayde become the historical accounts of Resource Exchange of America Corp for accounting purposes. The shareholders of Allerayde were issued 75,872,411 shares of Resource Exchange, representing 98.97% of the issued and outstanding shares of Resource Exchange.

On January 31, 2013, the Company amended its Articles of Incorporation to increase the total authorized shares of common stock, par value $.0001 per share from 250,000,000 shares to 400,000,000 shares and to additionally authorize a total of 100,000,000 shares of preferred stock, par value $.0001 per share which may be issued by the Company.

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ALLERAYDE SAB, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

NOTE 5 – COMMON STOCK (continued)

On April 6, 2013, the Company issued 12,346,500 shares of common stock for debt of $95,597.

As of September 30, 2013 there were 89,005,250 shares of common stock issued and outstanding.

NOTE 6 – INCOME TAXES

As of September 30, 2013, the Company had net operating loss carry forwards of approximately $1,509,506 that may be available to reduce future years’ taxable income arising from the same trade. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for corporate income tax at the expected rate of 34% consists of the following for the periods ended September 30, 2013 and 2012:

	2013			2012
Corporate income tax benefit attributable to:
Current Operations	$	29,401		$	-
Less: valuation allowance		(29,401	)		-
Net provision for Corporate income taxes	$	0		$	0

The cumulative tax effect at the expected rate of 20% of significant items comprising our net deferred tax amount is as follows as of September 30, 2013:

	2013
Deferred tax asset attributable to:
Net operating loss carryover	$	513,340
Less: valuation allowance		(513,340	)
Net deferred tax asset	$	0

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company has entered into a lease agreement for its business premises which calls for monthly payments in the amount of approximately £368 through May 31, 2014.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 8 – MATERIAL CONTRACTS

The Company entered in to an agreement effective December 1, 2012 with STFC Innovations Ltd. through the European Space Agency Business Incubation Centre at Harwell. The European Space Agency offers to support projects and ideas for business incubation by providing funding, business and technical assistance as well as office accommodation and services. Allerayde SAB was awarded a grant of £41,500. The first drawdown of £10,350 was paid to Allerayde SAB on February 5, 2013 and two further installments will be paid upon meeting agreed milestones between now and May 14, 2014. Part of the terms of the grant is that Allerayde SAB leases office space at Rutherford Appleton Laboratory,Harwell, Oxfordshire, United Kingdom.

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ALLERAYDE SAB, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to September 30, 2013 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS

Working Capital

	September 30,			December 31,
	2013 $			2012 $
Current Assets		10,093			16
Current Liabilities		2,229,988			3,096
Working Capital Deficit		(2,219,895	)		(3,080	)

Cash Flows

	Nine months ended  September 30, 2013 $		Nine months ended September 30, 2012 $
Cash Flows provided by (used in) Operating Activities		(19,872)		0
Cash Flows provided by Investing Activities		0		0
Cash Flows provided by (used in) Financing Activities		27,500		0
Net Increase (decrease) in Cash During Period		6,077		0

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For the nine-month period ended September 30, 2013

Operating Revenues

Operating revenues for the period ended September 30, 2013 were $16,289, which were proceeds from a grant.

Operating revenues for the period ended September 30, 2012 were $nil.

Operating Expenses and Net Loss

Operating expenses for the period ended September 30, 2013 were $99,683 which is comprised of consulting fees of $50,000, professional fees of $7,948, salaries and benefits of $8,184, rent of $1,640, general and administrative expenses of $23,549 and interest expenses of $8,362.

Operating expenses for the period ended September 30, 2012 were $0.

Net loss for the period ended September 30, 2013 was $83,394.

Net loss for the period ended September 30, 2012 was $0.

For the three- month period ended September 30, 2013

Operating Revenues

Operating revenues for the three months ended September 30, 2013 were $nil

Operating revenues for the period ended September 30, 2012 were $nil.

Operating Expenses and Net Loss

Operating expenses for the three month period ended September 30, 2013 were $18,254 which is comprised of consulting fees of $nil, professional fees of $2,151, salaries and benefits of $nil, rent of $nil, general and administrative expenses of $14,098 and interest expenses of $2,005.

Operating expenses for the three month period ended September 30, 2012 were $0.

Net loss for the period ended September 30, 2013 was 18,254.

Net loss for the period ended September 30, 2012 was $0.

Liquidity and Capital Resources

As of September 30, 2013 and December 31, 2012, the Company’s cash balance (bank indebtedness) was $6,093 and $16, respectively.  As of September 30, 2013, the total asset balance was $10,093.

As of September 30, 2013, the Company had total liabilities of $2,229,988 compared with total liabilities of $3,096 as of December 31, 2012. The increase in total liabilities is mainly attributed to the liabilities assumed pursuant to the Share Exchange Agreement, dated March 21, 2013, among the Company, Allerayde SAB Limited and the sole shareholder of Allerayde SAB Limited (the “Share Exchange Agreement”).

As of September 30, 2013, the Company had a working capital deficit of $2,219,895 compared to a deficit of $3,080 as of December 31, 2012.

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Cash flows from Operating Activities

During the period ended September 30, 2013, the Company used cash of  $19,872 of cash from operating activities compared to $0 of cash used by operating activities during the period ended September 30, 2012.

Cash flows from Investing Activities

During the period ended September 30, 2013, the Company received $0 of cash from investing activities compared to $0 for the period ended September 30, 2012.

Cash flows from Financing Activities

During the period ended September 30, 2013, the Company received $27,500 of cash in financing activities compared to $0 for the period ended September 30, 2012. During the period ended September 30, 2013, the Company converted debt of $ 95,597 into shares of common stock.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no significant 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 are material to stockholders.

Future Financings

We will continue to rely on debt and equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of September  30, 2013, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

Changes in Internal Control over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6.  EXHIBITS

Exhibit Number	Description of Exhibit	Filing Reference
31.01	Certification of Principal Executive and Financial Officer Pursuant to Rule 13a-14.	Filed herewith.
32.01	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act.	Filed herewith.
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 Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* The XBRL-related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALLERAYDE SAB, INC.
Dated:  November 19, 2013	/s/ Michael J. Rhodes
	By: Michael J. Rhodes
	Title: President, Chief Executive Officer, Secretary & Treasurer

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