REVE TECHNOLOGIES, INC.
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows, and business prospects. These statements include, among other things, statements regarding:
| o | our ability to diversify our operations; |
| o | our ability to implement our business plan; |
| o | our ability to attract key personnel; |
| o | our ability to operate profitably; |
| o | our ability to efficiently and effectively finance our operations, and/or purchase orders; |
| o | inability to achieve future sales levels or other operating results; |
| o | inability to raise additional financing for working capital; |
| o | inability to efficiently manage our operations; |
| o | the inability of management to effectively implement our strategies and business plans; |
| o | the unavailability of funds for capital expenditures and/or general working capital; |
| o | 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 management to make estimates about matters that are inherently uncertain; |
| o | deterioration in general or regional economic conditions; |
| o | changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate; |
| o | adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations; |
as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed under the heading "Risk Factors" in Part I, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Throughout this Annual Report references to "we", "our", "us", "Reve", "the Company", and similar terms refer to Reve Technologies, Inc.
PART I
ITEM 1. BUSINESS
General Business Development
We were originally incorporated in the State of Nevada on May 11, 2010, under the name Bassline Productions, Inc. We were formed to assist in the travel arrangements of educational and other institutional organizations interested in performing at festivals and competitions in the areas of musical and drama performance. On March 21, 2014, our board of directors filed an amendment to our articles of incorporation to change our name to Reve Technologies, Inc.
We have been unable to obtain the necessary funding to support the implementation of our business plan at this time. We explored all financing and strategic alternatives available to us. It may be necessary for us to either seek alternative opportunities available to us unrelated to our business plan in an effort to maximize shareholder value. To this end, the Company has in the past had, and may in the future have, discussions with potential merger candidates wishing to become publicly traded. There is no assurance that the Company will be successful in any of such efforts. If the Company is unable to secure additional financing or find another alternative, the Company will not have sufficient capital to implement its business plan until such time as capital or another alternative is available to it.
Since our inception on May 11, 2010 through December 31, 2013, we have generated minimal revenues and have incurred a net loss of $362,032. Since May of 2010, our only business activities have included the formation of our corporate entity, the development of our business model, and the completion of our S-1 offering for $50,000.
On February 7, 2013, we entered into an exchange agreement to purchase 100% of the outstanding shares of Match Trade, Inc. in exchange for 30,000 common shares of Bassline stock. A material condition of the acquisition, production of audited financial statements, has not been provided by Matchtrade. On June 13, 2013, the Company postponed the closing of the merger with Match Trade, Inc. Match Trade, Inc. was required to deliver audited financial statements and footnotes to the Company and Match Trade, Inc. 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.
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 Bassline stock. A material condition of the acquisition, production of audited financial statements, has not been provided by OTC therefore the closing of the Acquisition. 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.
Our Business
We were previously striving to build a multi-faceted entertainment based business. Our initial focus was based upon developing an online travel assistance service, as well as an onsite tour and performance management.
We have been unable to obtain the necessary funding to support the implementation of our business plan at this time. We explored all financing and strategic alternatives available to us. It may be necessary for us to either seek alternative opportunities available to us unrelated to our business plan in an effort to maximize shareholder value. To this end, the Company has in the past had, and may in the future have, discussions with potential merger candidates wishing to become publicly traded. There is no assurance that the Company will be successful in any of such efforts. If the Company is unable to secure additional financing or find another alternative, the Company will not have sufficient capital to implement its business plan until such time as capital or another alternative is available to it.
Employees
We are a development stage company and as of December 31, 2013 have only two part-time employees, Tamio Stehrenberger, who is our President and sole Director, and Scott Warner, our Secretary and Treasurer. As of December 31, 2013 they devoted approximately 5-10 hours a week to Reve Technologies.
Available Information
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. All of our reports are able to be reviewed through the SEC's Electronic Data Gathering Analysis and Retrieval System (EDGAR) which is publicly available through the SEC's website (http://www.sec.gov).
We intend to furnish to our stockholders annual reports containing financial statements audited by our independent certified public accountants and quarterly reports containing reviewed unaudited interim financial statements for the first three-quarters of each fiscal year. You may contact the Securities and Exchange Commission at (800) SEC-0330 or you may read and copy any reports, statements or other information that we file with the Securities and Exchange Commission at the Securities and Exchange Commission's public reference room at the following location:
Public Reference Room
100 F. Street N.W.
Washington, D.C. 2054900405
Telephone: (800) SEC-0330
ITEM 1A. RISK FACTORS
We are a development stage company organized in May 2010 and have recently commenced operations, which makes an evaluation of us extremely difficult. At this stage of our business operations, even with our good faith efforts, we may never become profitable or generate any significant amount of revenues, thus potential investors have a high probability of losing their investment.
We were incorporated in May of 2010 as a Nevada corporation. As a result of our start-up operations we have; (i) generated no revenues, (ii) incurred a net loss of $188,458 for the year ended December 31, 2013, and (iii) we have incurred losses of $362,032 for the period of Inception (May 11, 2010) to December 31, 2013, and have been focused on organizational and start-up activities and business plan development since we incorporated.
Our auditor's have substantial doubt about our ability to continue as a going concern. Additionally, our auditor's report reflects the fact that the ability of the Company to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock and, ultimately the achievement of significant operating revenues.
Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our auditor's report reflects that the ability of Reve 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.
We are significantly dependent on our officers and director, who have limited experience. The loss or unavailability to Reve, of either Mr. Tamio Stehrenberger 's or Mr. Scott Warner's services would have an adverse effect on our business, operations and prospects in that we may not be able to obtain new management under the same financial arrangements, which could result in a loss of your investment.
Our business plan is significantly dependent upon the abilities and continued participation of Mr. Tamio Stehrenberger, our President and sole Director as well as, Mr.Scott Warner who is both our Secretary and Treasurer. They expect to devote limited time, approximately 5 to 10 hours a week on a going forward basis. It would be difficult to replace either Mr. Tamio Stehrenberger or Mr. Scott Warner, at such an early stage of development of Reve. The loss by or unavailability to Reve, of either Mr. Tamio Stehrenberger's or Mr. Scott Waner's services would have an adverse effect on our business, operations and prospects, in that our inability to replace Mr. Tamio Stehrenberger or Mr. Scott Warner could result in the loss of one's investment. There can be no assurance that we would be able to locate or employ personnel to replace either, should their services be discontinued. In the event that we are unable to locate or employ personnel to replace them, in that event we would be required to cease pursuing our business opportunity, which would result in a loss of your investment.
Mr. Tamio Stehrenberger and Mr. Scott Warner are involved with other businesses and there can be no assurance that they will continue to provide services to us.
As compared to many other public companies, we do not have the depth of managerial or technical personnel. Mr. Tamio Stehrenberger and Mr. Scott Warner are currently involved in other businesses.
Because of competitive pressures from competitors with more resources, Reve may fail to implement its business model profitably.
The business of travel assistance and entertainment production may be a very risky venture. Even though we believe a strong business plan is in place, our plan may fail due to a continued decreased travel and engagement opportunities.
Because of the current economic and financial condition, Reve may be unsuccessful in obtaining and retaining a strong client base.
The current economic condition and recession may make it difficult to obtain clients who have the funds available to spend on services such as ours. Our potential clients may spend less money, if any at all, on traveling and performance management services.
The anticipated costs of being a public company will affect our limited available funds.
The costs associated with being a public company as opposed to a private company include, but are not limited to, increased legal fees, accounting and auditor fees. Each year we will have to comply with the reporting requirements of the SEC. In the future, we may need to raise additional funds through private placements, registered offerings, debt financing or other sources to maintain operations.
Because our common stock is deemed a low-priced "Penny" stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.
Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:
· Deliver to the customer, and obtain a written receipt for, a disclosure document; |
· Disclose certain price information about the stock; |
· Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer; |
· Send monthly statements to customers with market and price information about the penny stock; and |
· In some circumstances, approve the purchaser's account under certain standards and deliver written statements to the customer with information specified in the rules. |
Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.
FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the "penny stock" rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
If we fail to remain current on our reporting requirements with the SEC, we could be removed from the OTC Bulletin Board (OTCBB), now known as the OTCQB, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
Companies trading on the OTCQB, such as us, generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTCQB. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTCQB by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTCQB for failure to timely file twice in a two-year period, then we will be ineligible for quotation on the OTCQB. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. As of the date of this memorandum, we have no late filings reported by FINRA.
Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Reve Technologies, Inc.; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Reve Technologies, Inc., are being made only in accordance with authorizations of management and directors of Reve Technologies, Inc., and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Reve Technologies' assets that could have a material effect on the financial statements.
We have two individuals performing the functions of all officers, and one individual acting as our sole director. This individual caused the development of our internal control procedures and is responsible for monitoring and ensuring compliance with those procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We currently maintain an office at 17011 Beach Blvd. Suite 900, Huntington Beach CA 92647. As of December 31, 2013, we have no monthly rent, nor do we accrue any expense for monthly rent. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately 12 months, until our business plan is more fully implemented.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.
PART II
| ITEM 5. | MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES |
Market Information
Our common stock is quoted on the OTC Markets QB (OTCQB) under the symbol "BSSP." We have been eligible to participate in the OTCQB since January 2012.
| BID PRICES |
| | High | | | Low |
1st Quarter 2012 | | $ | 0.00 | | | $ | 0.00 |
2nd Quarter 2012 | | $ | 0.00 | | | $ | 0.00 |
3rd Quarter 2012 | | $ | 0.00 | | | $ | 0.00 |
4th Quarter 2012 | | $ | 1.16 | | | $ | 0.83 |
1st Quarter 2013 | | $ | 1.17 | | | $ | 0.77 |
2nd Quarter 2013 | | $ | 1.41 | | | $ | 1.07 |
3rd Quarter 2013 | | $ | 1.84 | | | $ | 1.40 |
4th Quarter 2013 | | $ | 1.20 | | | $ | 1.94 |
Without an active public trading market, a stockholder may not be able to liquidate their shares. If a market does develop, the price for our securities may be highly volatile and may bear no relationship to our actual financial condition or results of operations. Factors we discuss in this report, including the many risks associated with an investment in our securities, may have a significant impact on the market price of our common stock.
The ability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities in any particular state.
Holders of Common Stock
As of April 15, 2014, we had approximately 61 stockholders of record of the 75,027,369 shares outstanding.
Dividends
The payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We have not paid or declared any dividends upon our common stock since our inception and, by reason of our present financial status and our contemplated financial requirements, do not anticipate paying any dividends upon our common stock in the foreseeable future.
We have never declared or paid any cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board's assessment of:
| · | our financial condition; |
| · | earnings; |
| · | need for funds; |
| · | capital requirements; |
| · | prior claims of preferred stock to the extent issued and outstanding; and |
| · | other factors, including any applicable laws. |
Therefore, there can be no assurance that any dividends on the common stock will ever be paid.
Securities Authorized for Issuance under Equity Compensation Plans
We currently do not maintain any equity compensation plans.
Recent Sales of Unregistered Securities
We have no recent sales of unregistered securities.
Use of Proceeds
On October 6, 2010, we filed a Registration Statement with the Securities and Exchange Commission wherein we registered 500,000 shares of our common stock (pre 10:1 forward split). Our Registration Statement became effective on July 25, 2011. On August 17, 2011, we completed our offering for 500,000 shares of our common stock, resulting in gross proceeds of $50,000. The common stock sold in our initial public offering to 40 investors was issued on August 23, 2011.
The amount of expenses incurred in connection with the issuance and distribution of the securities as of the date of this report was $44,042, of which $25,000 was legal fees, $10,750 was accounting and audit fees, $7,692 was EDGAR filing fees.
Issuer Purchases of Equity Securities
On August 30, 2013, our Board of Directors authorized the cancellation of 38,134,399 shares of common stock, of which 33,369,399 of the cancelled shares being owned by management or parties affiliated therewith. The total number of shares outstanding after the cancellation will be approximately 36,880,601. As of the date of this filing, the shares have not been cancelled and our Board of Directors is unable to provide an estimated date at which this cancellation will be completed.
ITEM 6. SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Except for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties. We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. Our actual results or actions may differ materially from these forward-looking statements for many reasons, including the risks described in "Risk Factors" and elsewhere in this annual report. Our discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes and with the understanding that our actual future results may be materially different from what we currently expect.
OVERVIEW AND OUTLOOK
Background
Reve Technologies is a development stage company incorporated in the State of Nevada on May 11, 2010. Our stated business objective is to provide tour booking and production services to institutional music programs and semi-professional musicians. Since our inception on May 11, 2010 through December 31, 2013, we generated no revenues from that line of business.
On February 7, 2013, we entered into an exchange agreement to purchase 100% of the outstanding shares of Match Trade, Inc. in exchange for 30,000 common shares of Bassline stock. A material condition of the acquisition, production of audited financial statements, has not been provided by Matchtrade. On June 13, 2013, the Company postponed the closing of the merger with Match Trade, Inc. Match Trade, Inc. was required to deliver audited financial statements and footnotes to the Company and Match Trade, Inc. 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.
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 Bassline stock. A material condition of the acquisition, production of audited financial statements, has not been provided by OTC therefore the closing of the Acquisition. 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 December 31, 2013, the Company had an accumulated deficit of $362,032. 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
Revenue
Since our inception on May 11, 2010 through December 31, 2013, we generated minimal revenues. We anticipate that the current economic recession have a material adverse affect on our continuing operations.
Costs and Expenses
Operating expenses during year ended December 31, 2013 were $79,482, consisting of general and administrative and professional fees. In comparison, operating expenses in the year ended December 31, 2012 were $54,428, consisting of general and administrative professional fees. The increase in total expenses from 2012 to 2013 is primarily attributable to a significant increase in executive compensation.
During the year ended December 31, 2013, we incurred $108,976 in total other expenses, all of which is comprised of interest expense. In the comparable period ended December 31, 2012, total other expense was $5,908, which was solely attributable to interest expense.
Liquidity and Capital Resources
As of December 31, 2013, we had $120 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for the years ended December 31, 2013 and 2012. To date, we have financed our operations through the issuance of stock and borrowings.
In summary, our cash flows were as follows:
| | Fiscal Year Ended December 31, | |
| | 2013 | | | 2012 | |
| Net cash used in operating activities | | $ | (76,352 | ) | | $ | (40,388 | ) |
| Net cash used in investing activities | | | (50,755 | ) | | | - | |
| Net cash provided by financing activities | | | 127,073 | | | | 36,891 | |
| Net increase (decrease) in Cash | | | (34 | ) | | | (3,497 | ) |
| Cash, beginning of year | | | 154 | | | | 3,651 | |
| Cash, end of year | | $ | 120 | | | $ | 154 | |
Operating activities
Net cash used in operating activities was $76,352 for the year ended December 31, 2013, as compared to $40,388 used in operating activities for the same period in 2012. The increase in net cash used in operating activities was primarily due to a increase in professional fees and executive compensation.
Investing activities
Net cash used in investing activities was $50,755 for the year ended December 31, 2013, as compared to $0 used in investing activities for the same period in 2012. The significant change in investing activities is due primarily to proceeds on notes receivable from a related party.
As of December 31, 2013, we loaned $26,450 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 notes 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 September 30, 2013, we loaned $23,115 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 notes 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 year ended December 31, 2013 was $127,073, as compared to $36,891 for the same period of 2012. The increase in net cash provided by financing activities was attributable to proceeds from the issuance of convertible notes payable to a related party.
Since inception, we have financed our cash flow requirements through issuance of common stock and related party line of credit. 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
The Company has no off-balance sheet arrangements and does not anticipate entering into any such arrangements in the foreseeable future.
| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
This item is not applicable as we are currently considered a smaller reporting company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedules appearing on page F-1 through F-10 of this Form 10-K.
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
We have had no disagreements with our independent auditors on accounting or financial disclosures.
ITEM 9A (T). CONTROLS AND PROCEDURES
Our Principal Executive Officer and Principal Financial Officer, Tamio Stehrenberger, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based on that evaluation, Mr. Stehrenberger has concluded that, as of December 31, 2013, our disclosure controls and procedures are designed at a reasonable assurance level and are 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 officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.
Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2013.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.
Changes in Internal Control 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 reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Directors and Executive Officers
The names of our director and executive officers as of December 31, 2012 and their ages, positions, and biographies are set forth below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.
| Directors | | Age | | Title | | Term |
| Tamio Stehrenberger | | 33 | | President & Director | | Since January 3, 2013 |
| Scott Warner | | 40 | | Secretary & Treasurer | | Since January 3, 2013 |
Duties, Responsibilities and Experience
Tamio Stehrenberger. Age, 33, President & Director of the company from January 3, 2013 to present. From 10/06-4/09 Founded and acted as President and CEO of Luxe Automotive Group, Inc., a luxury/exotic car leasing company with locations in Salt Lake City, Utah and Fort Lauderdale, Florida with revenues of $1M in its first calendar year, and a fleet of 72 vehicles.
From 4/09-4/11 founded and developed BekoZone.com, which later became MatchTrade.com
From 4/11-present founded and continually developed MatchTrade.com, now ready for public beta testing.
From 10/2005-present, played hockey at the professional level for the Utah Grizzlies, farm team for the NHL's Calgary Flames.
Scott Warner, Age 40, Secretary, and Treasurer; joined us in January 2013, and serves as the Company's Secretary and Treasurer. Scott Warner has a BA in Philosophy and BS in Industrial Design from Brigham Young University. He has won many awards for industrial design and product development as well as for entrepreneurship.
Family Relationships
There are no family relationships among any of our officers or directors.
Indemnification of Directors and Officers
Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors to the fullest extent permitted by Nevada law.
Limitation of Liability of Directors
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director's liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.
Election of Directors and Officers
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
Involvement in Certain Legal Proceedings
No Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him/her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any pending legal proceedings.
Audit Committee and Financial Expert
We do not have an Audit Committee. Our director performs some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor's independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.
We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors, and persons who beneficially own more than ten percent of an issuer's common stock, which has been registered under Section 12 of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with the SEC. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and Directors, we believe that as of the date of this filing they were all current in their filings.
Corporate Governance
Nominating Committee
We do not have a Nominating Committee or Nominating Committee Charter. Our Board of Directors performs some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are an initial-stages operating company with limited operations and resources.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation
During the year ended December 31, 2013, neither Mr. Stehrenberger nor Mr. Warner received any compensation for their roles associated as the company's officers or in the case of Mr. Stehrenberger as sole director.
Future Compensation
Both Mr. Stehrenberger and Mr. Warner have agreed to provide services to us without further compensation until such time as we have sufficient earnings from our revenue.
Director Compensation
As a result of having limited resources we do not currently have an established compensation package for board members.
Board Committees
We do not currently have any committees of the Board of Directors, as our Board consisted of one member during the year ended December 31, 2013. Additionally, due to the nature of our intended business, the Board of Directors does not foresee a need for any committees in the foreseeable future.
| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
The following table sets forth information, to the best of our knowledge, about the beneficial ownership of our common stock on April 15, 2014 relating to the beneficial ownership of our common stock by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial ownership for the following table is based on 75,027,369 shares of common stock outstanding.
Security Ownership of Management
Name of Beneficial Owner(1) | Number Of Shares | Percent Beneficially Owned |
| Taanen LP | 53,484,399 | 71.3% |
| All Directors, Officers and Principle Stockholders as a Group | 53,484,399 | 71.3% |
| (1) | As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to Common Stock (i.e., the power to dispose of, or to direct the disposition of, a security). Each Party's address is in care of the Company at 17011 Beach Blvd. Suite 900, Huntington Beach CA 92647. |
"Beneficial ownership" means the sole or shared power to vote or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days from the date of this filing.
Changes in Control
There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPNDENCE |
Director Independence
We currently do not have any independent directors, as the term "independent" is defined in Section 803A of the NYSE Amex LLC Company Guide. Since the OTC Markets does not have rules regarding director independence, the Board makes its determination as to director independence based on the definition of "independence" as defined under the rules of the New York Stock Exchange ("NYSE") and American Stock Exchange ("Amex").
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
(1) AUDIT FEES
The aggregate fees billed for professional services rendered by De Joya Griffith, LLC., for the audit of our annual financial statements and review of the financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal years 2013 and 2012 was $11,500 and $10,250, respectively.
(2) AUDIT-RELATED FEES
None.
(3) TAX FEES
None.
(4) ALL OTHER FEES
None.
(5) AUDIT COMMITTEE POLICIES AND PROCEDURES
We do not have an audit committee.
(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
Not applicable.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
| 1. | The financial statements listed in the "Index to Financial Statements" at page 30 are filed as part of this report. |
| 2. | Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. |
| 3. | Exhibits included or incorporated herein: See index to Exhibits. |
(b) Exhibits
| | | Incorporated by reference |
Exhibit Number | Exhibit Description | Filed herewith | Form | Period ending | Exhibit | Filing date |
| 3(i)(a) | Articles of Incorporation of Bassline Productions, Inc. | | S-1 | | 3(i)(a) | 10/6//10 |
| 3(i)(b) | Amendment to Articles of Incorporation | X | | | | |
| of Reve Technologies, Inc. | | | | | |
| 3(ii)(a) | Bylaws of Bassline Productions, Inc. | | S-1 | | 3(ii)(a) | 10/6/10 |
| 10.1 | Subscription Agreement | | S-1 | | 10.1 | 10/6/10 |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | X | | | | |
| 32.1 | Certification Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act | X | | | | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.
REVE TECHONOLGIES, INC.
By:
Tamio Stehrenberger, President
Date: April 15, 2014
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
| | |
/s/ Tamio Stehrenberger | President, Principal Executive Officer, Principal Financial Officer and Director | April 15, 2014 |
| Tamio Stehrenberger | | |
| | |
