UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

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

 

For the quarterly period ended September 30, 2013

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

 

Commission file number 000-54497

Bassline Productions, Inc.

 

 

BASSLINE PRODUCTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		27-2571663
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

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

 

(714) 907-1241

(Registrant’s telephone number, including area code)

 

Copies of Communications to:

Harold P. Gewerter, Esq.

Harold P. Gewerter, Esq. Ltd.

5536 S. Ft. Apache #102

Las Vegas, NV 89148

(702) 382-1714

Fax (702) 382-1759

E-mail: harold@gewerterlaw.com

 

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 [ ]

 

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 [ X ] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

 

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	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 [ X ] No [ ]

 

The number of shares of Common Stock, $0.001 par value, outstanding on November 15, 2013 was 75,027,369 shares.

 

 

BASSLINE PRODUCTIONS, INC.

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013

 

Index to Report on Form 10-Q

 

 

 

			Page No.
		PART I - FINANCIAL INFORMATION
Item 1.		Financial Statements	3
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	14
Item 4T.		Controls and Procedures	14
		PART II - OTHER INFORMATION
Item 1.		Legal Proceedings	15
Item1A.		Risk Factors	15
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.		Defaults Upon Senior Securities	15
Item 4.		Mine Safety Disclosures	16
Item 5.		Other Information	16
Item 6.		Exhibits	16
		Signature	17

 

 

  

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

BASSLINE PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(unaudited)
		September 30,				December 31,
		2013				2012
ASSETS
Current assets:
Cash			4,820				154
Prepaid expenses			2,450				—
Total current assets			7,270				154
Fixed assets, net			1,128				—
Website, net			23				234
Total assets			8,421				388
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable			3,378				1,258
Convertible notes payable - related party, net			72,893				—
Accrued interest payable - related party			2,734				—
Total current liabilities			79,005				1,258
Long-term liabilities:
Line of credit			9,956				19,940
Accrued interest payable			51				423
Total long-term liabilities			10,007				20,363
Total liabilities			89,012				21,621
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no and no shares issued and outstanding
as of September 30, 2013 and December 31, 2012, respectively			—				—
Common stock, $0.001 par value, 100,000,000 shares
authorized, 75,015,000 and 75,015,000 shares issued and outstanding
as of September 30, 2013 and December 31, 2012, respectively			75,015				75,015
Additional paid in capital			179,193				77,326
Common stock payable			22,512
Notes receivable - related party			(49,250	)			—
Deficit accumulated during development stage			(308,061	)			(173,574	)
Total stockholders' deficit			(80,591	)			(21,233	)
Total liabilities and stockholders' deficit			8,421				388

 

See Accompanying Notes to Financial Statements.

 

 

 

BASSLINE PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(unaudited)
																		Inception
		For the				For the				For the				For the				(May 11, 2010)
		three months ended				three months ended				nine months ended				nine months ended				to
		September 30,				September 30,				September 30,				September 30,				September 30,
		2013				2012				2013				2012				2013
Revenue		$	—			$	—			$	—			$	12,000			$	12,000
Operating expenses:
Amortization expense			132				70				273				211				882
General and administrative			3,864				70				6,989				504				10,849
Professional fees			12,730				9,134				25,480				42,984				195,962
Executive compensation			14,000				—				19,000				—				19,500
Total operating expenses			30,726				9,274				51,742				43,699				227,193
Other expenses:
Interest income			—				—				—				—				(4	)
Interest expense			468				1,532				889				4,211				11,016
Interest expense - related party			55,035				—				81,856				—				81,856
Total other expense			55,503				1,532				82,745				4,211				92,868
Net loss		$	(86,229	)		$	(10,806	)		$	(134,487	)		$	(35,910	)		$	(308,061	)
Weighted average number of common			75,015,000				75,000,000				75,015,000				75,000,000
shares outstanding - basic
Net loss per share - basic		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)

 

See Accompanying Notes to Financial Statements.

 

BASSLINE PRODUCTIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(unaudited)
										Inception
		For the				For the				(May 11, 2010)
		nine months ended				nine months ended				to
		September 30,				September 30,				September 30,
		2013				2012				2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(134,487	)			(35,910	)			(308,061	)
Adjustments to reconcile net income
to net cash used in operating activities:
Amortization			273				211				882
Shares issued for executive compensation			—				—				500
Shares issued for financing expense			10,143				—				10,143
Amortization of benefical conversion feature			68,980				—				68,980
Changes in operating assets and liabilities:							—				—
(Increase) in prepaid expenses			(2,450	)			—				(2,450	)
Increase in accounts payable			2,120				278				3,378
Increase in current accrued interest payable - related party			2,734				—				2,734
Increase in accrued interest payable			888				4,211				11,016
Net cash used in operating activities			(51,799	)			(31,210	)			(212,878	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets			(1,190	)			—				(1,190	)
Purchase of website development			—				—				(844	)
Proceeds for notes payable - related party			(53,700	)			—				(53,700	)
Payments for notes receivable - related party			4,450				—				4,450
Net cash used in investing activities			(50,440	)			—				(51,284	)
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft			—				—				—
Proceeds from convertible notes payable - related party			107,030				—				107,030
Repayments for convertible notes payable - related party			(1,250	)							(1,250	)
Proceeds from line of credit			1,125				29,851				115,541
Repayments to line of credit			—				(1,400	)			(1,400	)
Proceeds from sale of common stock, net of offering costs			—				—				49,061
Net cash provided by financing activities			106,905				28,451				268,982
NET CHANGE IN CASH			4,666				(2,759	)			4,820
CASH AT BEGINNING OF PERIOD			154				3,651				—
CASH AT END OF PERIOD			4,820				892				4,820
SUPPLEMENTAL INFORMATION:
Interest paid		$	—			$	—			$	—
Income taxes paid		$	—			$	—			$	—
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Forgiveness of debt - related party		$	—			$	—				102,780
Shares issued for executive compensation		$	—			$	—				500
Shares issued for financing expense			10,143			$	—				10,143
Beneficial conversion feature on convertible note payable			101,867			$	—				101,867
Conversion of debt			22,511			$	—				22,511

See Accompanying Notes to Financial Statements.

 

 

 

 

 

BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

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

 

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2012 and notes thereto included in the Company’s 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

 

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

 

Organization

The Company was incorporated on May 11, 2010 (Date of Inception) under the laws of the State of Nevada, as Bassline Productions, Inc.

 

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

 

Nature of operations

The Company provides educators and semi professional entertainers the service of travel and production management to entertainment venues and festivals throughout the United States of America.

 

Cash and cash equivalents

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

 

Website

The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company has commenced amortization upon completion of the Company’s fully operational website. Amortization expense for the three months ended September 30, 2013 and 2012 was $132 and $70, respectively. Amortization expense for the nine months ended September 30, 2013 and 2012 was $273 and $211, respectively. 

 

BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. 

 

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

 

Revenue recognition

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

 

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

 

Concentrations of revenue

In 2012, one customer accounted for 100% of revenue.

 

Advertising costs

Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative expenses for the three and nine months ended September 30, 2013 and 2012.

 

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 of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses, bank overdraft and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

 

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

 

BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair value of financial instruments

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

 

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

 

Recent pronouncements

The Company has evaluated the recent accounting pronouncements through November 2013 and believes that none of them will have a material effect on the company’s financial statements.

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (May 11, 2010) through the period ended September 30, 2013 of ($308,061). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.

 

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

 

NOTE 3 – PREPAID EXPENSE

 

As of March 31, 2013, the Company had prepaid expenses totaling $4,900 for one year of XBRL and Edgar fees. The prepaid expenses will be amortized as the services are rendered. During the three months ended September 30, 2013, the Company recorded $1,225 in fees. During the nine months ended September 30, 2013, the Company recorded $2,450 in fees.

 

NOTE 4 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY

 

On March 31, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $8,540. The note is due in February 2014 and bears interest at 8% per annum. The principal amount is convertible into shares of common stock at a rate of $1 per share. The Company recorded a beneficial conversion feature of $8,540 which will be amortized over the life of the loan. During August 2013, the lender granted an extension and the maturity date of the note is February 28, 2014. During the three months ended September 30, 2013, the Company recorded $3,416 in amortization of the beneficial conversion feature. During the nine months ended September 30, 2013, the Company recorded $8,540 in amortization of the beneficial conversion feature.

 

BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 4 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY (CONTINUED)

 

On April 25, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $25,000. The note was originally due on August 2013 and is extended to February 2014 and bears interest at 8% per annum. The principal amount is convertible into shares of common stock at a rate of $1 per share. The Company recorded a beneficial conversion feature of $25,000 which will be amortized over the life of the loan. During August 2013, the lender granted an extension and the maturity date of the note is February 28, 2014. During the three months ended September 30, 2013, the Company recorded $12,500 in amortization of the beneficial conversion feature. During the nine months ended September 30, 2013, the Company recorded $25,000 in amortization of the beneficial conversion feature.

 

On May 22, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $25,000. The note was originally due on August 2013 and is extended to February 2014 and bears interest at 8% per annum. The principal amount is convertible into shares of common stock at a rate of $1 per share. The Company recorded a beneficial conversion feature of $25,000 which will be amortized over the life of the loan. During August 2013, the lender granted an extension and the maturity date of the note is February 28, 2014. During the three months ended September 30, 2013, the Company recorded $16,667 in amortization of the beneficial conversion feature. During the nine months ended September 30, 2013, the Company recorded $25,000 in amortization of the beneficial conversion feature.

 

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

 

On August 31, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $14,195. The note is due in February 2014 and bears interest at 8% per annum. The principal amount is convertible into shares of common stock at a rate of $1 per share. The Company recorded a beneficial conversion feature of $11,640 which will be amortized over the life of the loan. During the three months ended September 30, 2013, the Company recorded $1,940 in amortization of the beneficial conversion feature. During the nine months ended September 30, 2013, the Company recorded $1,940 in amortization of the beneficial conversion feature.

 

On September 30, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total of $7,545. The note is due in March 31, 2014 and bears interest at 8% per annum. The principal amount is convertible into shares of common stock at a rate of $1 per share. The Company recorded a beneficial conversion feature of $6,187 which will be amortized over the life of the loan. During the three months ended September 30, 2013, the Company recorded $0 in amortization of the beneficial conversion feature. During the nine months ended September 30, 2013, the Company recorded $0 in amortization of the beneficial conversion feature.

 

During the three months ended September 30, 2013, the Company had interest expense – related party of $44,893 of which $1,870  is interest and $43,023 is amortization of beneficial conversion feature. During the nine months ended September 30, 2013, the Company had interest expense – related party of $71,714 of which $2,734 is interest and $68,980 is amortization of beneficial conversion feature.

 

BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 5 – LINE OF CREDIT

 

On June 15, 2012, the Company executed a revolving credit line with a third party for up to $50,000. The unsecured line of credit bears interest at 6% per annum with principal and interest due on June 16, 2015. On August 30, 2013, the Company agreed to settle a total amount of principal of $3,681 and accrued interest of $429 in exchange for 4,110 shares of common stock. The shares have not been issued as of September 30, 2013 and are recorded in common stock payable. As of September 30, 2013, an amount of $3,634 has been used for general corporate purposes with a remaining balance of $46,366 available. As of September 30, 2013, the balance of accrued interest was $19.

 

Interest expense for the three months ended September 30, 2013 and 2012 was $92 and $57, respectively. Interest expense for the nine months ended September 30, 2013 and 2012 was $310 and $57, respectively.

 

On July 30, 2012, the Company executed a revolving credit line with a third party for up to $50,000. The unsecured line of credit bears interest at 6% per annum with principal and interest due on August 1, 2015. On August 30, 2013, the Company agreed to settle a total amount of principal of $7,428 and accrued interest of $831 in exchange for 8,259 shares of common stock. As of September 30, 2013, an amount of $6,322 has been used for general corporate purposes with a remaining balance of $43,678 available. As of September 30, 2013, the balance of accrued interest was $32.

 

Interest expense for the three months ended September 30, 2013 and 2012 was $170 and $76, respectively. Interest expense for the nine months ended September 30, 2013 and 2012 was $579 and $76, respectively.

 

As of September 30, 2013, the Company has a total of $100,000 in revolving lines of credit with two entities of which a total of $9,956 is owed and there is a remaining balance of $90,044 available.

 

NOTE 6 – STOCKHOLDERS’ EQUITY

 

The Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par value preferred stock. The Company did not authorize terms and rights of preferred shares as of September 30, 2013.

 

Common Stock

 

During the nine months ended September 30, 2013, there have been no other issuances of common stock.

 

On March 10, 2013, the Company’s board of directors approved the issuance of a dividend to the shareholders. The shareholders shall receive 2 shares of common stock for each 1 share of common stock held. As of August 6, 2013, the Company received approval from FINRA for the issuance. The Company accounted for this stock dividend as a stock split and the shares and per share amounts were retroactively restated. 

 

On August 30, 2013, the Company agreed to issue a total of 12,369 shares of common stock for the conversion of debt totaling $22,511. As of September 30, 2013, the shares have not been issued and are recorded in common stock payable.

 

During the nine months ended September 30, 2013, the Company recorded a total of $101,867 to additional paid in capital for the beneficial conversion feature related to the convertible notes payable – related party.

 

BASSLINE PRODUCTIONS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 7 – WARRANTS AND OPTIONS

 

As of September 30, 2013, there were no warrants or options outstanding to acquire any additional shares of common stock.

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

During the nine months ended June 30, 2013, the Company recorded executive compensation of $19,000 for its Chief Executive Officer.

 

As of September 30, 2013, the Company loaned $26,050 to Match Trade, Inc., 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. The Company does not expect repayment of the loan or accrued interest from Match Trade, Inc. and has 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, the Company loaned $23,200 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. The Company does not expect repayment of the loan or accrued interest from On The Curb, LLC and has 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.

 

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.

 

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.

 

NOTE 9 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date the financial statements are issued and there are no material subsequent events to disclose, except as follows.

 

During November 2013, the Board of Directors of the Company is in the process of cancelling 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.

 

During November 2013, the Company issued 12,369 shares from the conversion of debt. (See Note 6.)

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This Quarterly Report on Form 10-Q 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:

 

·	our ability to diversify our operations;
·	inability to raise additional financing for working capital;

 

·	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
·	our ability to attract key personnel;

 

·	our ability to operate profitably;
·	our ability to generate sufficient funds to operate the Bassline Productions, Inc. operations, upon completion of our acquisition;

 

·	deterioration in general or regional economic conditions;
·	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

 

·	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
·	the inability of management to effectively implement our strategies and business plan;

 

·	inability to achieve future sales levels or other operating results;
·	the unavailability of funds for capital expenditures;

 

·	other risks and uncertainties detailed in this report;

 

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 Quarterly Report on Form 10-Q, and in particular, the risks discussed under the heading “Risk Factors” in Part II, 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.

 

References in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “Bassline”, “the Company”, and similar terms refer to Bassline Productions, Inc. unless otherwise expressly stated or the context otherwise requires.

 

 

OVERVIEW AND OUTLOOK

 

Background

 

Bassline Productions, Inc. 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 September 30, 2013, we generated no revenues from that line of business.

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 September 30, 2013 the Company had an accumulated deficit of $308,061. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

The Company is currently contemplating an offering of its equity or debt securities to finance continuing operations. There are no agreements or arrangements currently in place or under negotiation to obtain such financing, and there are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.

 

RESULTS OF OPERATIONS

 

During the three and nine months ended September 30, 2013, we generated revenue of $0. During the three and nine months ended September 30, 2012, we generated revenue of $0 and $12,000, respectively.

 

Operating expenses during the three and nine months ended September 30, 2013 were $30,726 and $51,742 all of which consisted of general and administrative expenses such as accounting, professional and miscellaneous office expenditures, depreciation and amortization. In comparison, operating expenses for the three and nine months period ended September 30, 2012 were $9,274 and $43,699 all of which consisted of general and administrative expenses such as accounting, professional and miscellaneous office expenditures, depreciation and amortization.

 

We have not been profitable from our inception in 2010 through September 30, 2013, and our accumulated deficit amounts to $308,061. There is significant uncertainty projecting future profitability due to our history of losses and lack of revenues. In our current state we have no recurring or guaranteed source of revenues and cannot predict when, if ever, we will become profitable. There is significant uncertainty projecting future profitability due to our minimal operating history and lack of guaranteed ongoing revenue streams.

  

Liquidity and Capital Resources

 

As of September 30, 2013, we had $4,820 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.

 

The following table sets forth a summary of our cash flows for the three months ended September 30, 2013 and the period ending September 30, 2012:

 

		Period Ended September 30, 2013				Period Ended September 30, 2012
Net cash used in operating activities		$	(51,799	)		$	(31,210	)
Net cash used in investing activities			(50,440	)			—
Net cash provided by financing activities			106,905				28,451
Net increase (decrease) in Cash			4,666				(2,759	)
Cash, beginning			154				3,651
Cash, ending		$	4,820			$	892

 

Since inception, we have financed our cash flow requirements through issuance of common stock  and debt financing. 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. In August of 2011, we completed the funding of our $50,000 registered offering. Additionally we anticipate obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital.

 

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, provide national and regional industry participants with an effective, efficient and accessible website on which to promote their products and services through the Internet, 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.

 

Operating activities

 

Net cash used in operating activities was $51,799 for the period ended September 30, 2013, as compared to $31,210 used in operating activities for the period ended September 30, 2012. The increase in net cash used in operating activities was primarily due to an increase in general and administrative expenses and loans as well as professional fees.

 

Investing activities

 

Net cash used in investing activities was $50,440 for the period ended September 30, 2013, as compared to $0 used in investing activities for the same period in 2012.

 

Financing activities

 

Net cash provided by financing activities for the period ended June 30, 2013 was $106,905 as compared to $28,451 for the same period of 2012. The decrease of net cash provided by financing activities was mainly attributable to an offering of common stock for cash that did not result in as much cash as the precious period.

 

We believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, implementation of our strategy to expand our sales and marketing initiatives, increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.

 

Off-Balance Sheet Arrangements

 

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

 

Item 3. Quantitative and Qualitative Disclosure About Market Risk

 

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

 

Item 4T. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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

 

Changes in Internal 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 are reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on Effectiveness of Controls and Procedures

 

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

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not a party to any material legal proceedings.

 

Item 1A. Risk Factors

 

The risk factors listed in our 2012 Form 10-K on pages 5 to 10, filed with the Securities Exchange Commission on March 29, 2013, are hereby incorporated by reference.

 

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

 

Stock Issuances

 

None.

 

Issuer Purchases of Equity Securities

 

We did not repurchase any of our equity securities from the time of our inception through the period ended September 30, 2013.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit No.		Description
31.1		Certification of Principal Executive Officer & Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certifications of Principal Executive Officer & Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase
*XBRL (Extensible Business Reporting Language) information is furnished and not 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, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

 

 

SIGNATURE

 

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

 

		BASSLINE PRODUCTIONS, INC.
Date: November 18, 2013		By:	/s/ Tamio Stehrenberger
			Tamio Stehrenberger
			Chief Executive Officer
			(Principal Executive Officer and duly authorized signatory)