CANTECH HOLDING, INC. - FORM 10-Q/A

Attached files

file	filename
EX-31.1 - CERTIFICATION - CANTECH HOLDING, INC.	reve_ex311.htm
EX-32.1 - CERTIFICATION - CANTECH HOLDING, INC.	reve_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

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

For the quarterly period ended: March 31, 2014

Or

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

For the transition period from ____________ to _____________

Commission File Number: 000-54497

REVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number: (714) 907-1241

_______________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock, $0.001 par value		75,027,369 shares
(Class)		(Outstanding as at May 20, 2014)

EXPLANATORY NOTE

Reve Technologies, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed with the Securities and Exchange Commission (the “SEC”) (the “Original Report”) to amend the following:

The Registrants cover page to its Original Report contained an incorrect selection of shell status as defined in Rule 12b-2. The registrant in fact is not a Shell nor has it been for the prescribed quarterly reports. The Company is making this amendment to properly check the box that says No, the Company is not a Shell Company as defined in Rule 12b-2 of the Exchange act. In addition corrections were made to the business section of the filing.

There have been no other changes to the report herein filed on Form 10-Q.

Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation

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 Reve Technologies, Inc. FKABassline Productions, Inc. operations, upon completion of our acquisition;

·	deterioration in general or regional economic conditions;

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

·	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

·	the inability of management to effectively implement our strategies and business plan;

·	inability to achieve future sales levels or other operating results;

·	the unavailability of funds for capital expenditures;

·	other risks and uncertainties detailed in this report;

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", "Reve Technologies" "Bassline", "the Company", and similar terms refer to Reve Technologies, Inc. formerly Bassline Productions, Inc. unless otherwise expressly stated or the context otherwise requires.

OVERVIEW AND OUTLOOK

Background

Reve Technologies is a development stage company incorporated in the State of Nevada on May 11, 2010.

We invest in, develop and market emerging hardware, mobile and web applications.

The Company continued development of SwipeDial- an inexpensive picture based cell phone with simple user interface. The market for Swipedial is small children, the elderly and those with special needs. The Company expects revenue of $50-75 for each phone purchased with a $10 monthly service fee.

The Company continued development of Kinderkall. Kindercall is a phone watch for kids with simple user interface. The market for Kindercall is children age 5-12. Kindercall is expected to sell for $75-100 per phone.

The Company continued development of WishBin.com as a website with browser plug-in to facilitate gift giving and getting. The target market is mothers and grandmothers. There will be revenue of 3-12% commission on click thru purchases.

The Company began beta testing of Reminisce Android mobile app as a way to rediscover photos on the phone’s lock screen. There will be a per gallery download fee along with enterprise galleries with ads.

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 Reve Technologies 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 Reve Technologies stock. A material condition of the acquisition, production of audited financial statements, has not been provided by OTC therefore the closing of the Acquisition is postponed. On June 18, 2013, the Company postponed the closing of the merger with On The Curb, LLC. On The Curb, LLC was required to deliver audited financial statements and footnotes to the Company and On The Curb, LLC. has not been able to deliver that yet. No stock has been issued associated with the acquisition. No postponement penalties have been incurred by the Company.

Item 6. Exhibits and Reports on Form 10-Q

Exhibit Number		Name and/or Identification of Exhibit

31.1		Rule 13a-14(a)/15d-14(a) Certifications

32.1		Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

SIGNATURES

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

	REVE TECHNOLOGIES, INC. (Registrant)

October 7, 2014	By	/s/ Tamio Stehrenberger
		Tamio Stehrenberger
		Chief Executive Officer
		(Principal Executive Officer and duly authorized signatory)

CANTECH HOLDING, INC. - FORM 10-Q/A - October 7, 2014

Attached files

CANTECH HOLDING, INC. Reports