SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q/A

 

Amendment No. 1 

 

(Mark One)

 

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

 

For the quarterly period ended June 30, 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 000-55066

 

CHESS SUPERSITE CORPORATION
(Exact name of registrant as specified in its charter)

 

RIVER RUN ACQUISITION CORPORATION
(Former name of registrant as specified in its charter)

 

Delaware		46-3621499
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

1131A Leslie Street, Suite 201
Toronto, Ontario M3C 3L8
Canada
(Address of Principal Executive Offices)

647-927-4644
(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

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 x No ¨

 

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

 

		Outstanding at
Class		June 30, 2014
Common Stock, par value $0.0001			1,000,000
Documents incorporated by reference:			None

 

 

FINANCIAL STATEMENTS

 

Condensed Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013	1
Condensed Statements of Operations for the three and Six Months Ended June 30, 2014 and for the Period from July 2, 2013 (Inception) to June 30, 2014 (unaudited)	2
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2014 and for the Period from July 2, 2013 (Inception) to June 30, 2014 (unaudited)	3
Notes to condensed Financial Statements (unaudited)	4-7

 

 

CHESS SUPERSITE CORPORATION
(formerly River Run Acquisition Corporation)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS

 

		June 30,				December 31,
		2014				2013
		(unaudited)				(audited)
ASSETS
Current assets
Cash		$	100			$	2,000
Total assets		$	100			$	2,000
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Accrued liabilities		$	1,150			$	400
Total liabilities			1,150				400
Stockholders' equity (deficit) Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding			-				-
Common stock, $0.0001 par value, 100,000,000 shares authorized; 1,000,000 shares and 20,000,000 shares outstanding as of June 30, 2014 and December 31, 2013, respectively			100				2,000
Additional paid-in capital			257				257
Deficit accumulated during the development stage			(1,407	)			(657	)
Total stockholders' equity (deficit)			(1,050	)			1,600
Total liabilities and stockholders' equity (deficit)		$	100			$	2,000

 

The accompanying notes are an integral part of these unaudited condensed financial statements

  

  

CHESS SUPERSITE CORPORATION
(formerly River Run Acquisition Corporation)

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS
(unaudited)

 

										For the periods
		For the three				For the six				from July 2,
		months ended				months ended				2013 to
		June 30, 2014				June 30, 2014				June 30, 2014
Revenue		$	-			$	-			$	-
Operating expenses			-				750				1,407
Income tax			-				-				-
Net loss		$	-			$	(750	)			(1,407	)
Loss per share - basic and diluted		$	-			$	(0	)
Weighted average shares- basic and diluted			8,150,000				14,075,000

 

The accompanying notes are an integral part of these unaudited condensed financial statements 

 

 

CHESS SUPERSITE CORPORATION
(formerly River Run Acquisition Corporation)

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)

 

						For the
						period from
		For the six				July 2, 2013
		months ended				(Inception) to
		June 30, 2014				June 30, 2014
OPERATING ACTIVITIES
Net loss		$	(750	)		$	(1,407	)
Changes in Operating Assets and Liabilities
Accrued liabilities			750				1,150
Net cash used in operating activities			0				(257	)
FINANCING ACTIVITIES
Proceeds from issuance of common stock			100				2,100
Redemption of Common Stock			(2,000	)			(2,000	)
Proceeds from stockholders' additional paid-in capital			0				257
Net cash provided by financing activities			(1,900	)			357
Net increase in cash			(1,900	)			100
Cash, beginning of period			2,000				-
Cash, end of period		$	100				100

 

The accompanying notes are an integral part of these unaudited condensed financial statements

 

  

CHESS SUPERSITE CORPORATION
(formerly River Run Acquisition Corporation)

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)

 

NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

Chess Supersite Corporation (formerly River Run Acquisition Corporation ("Chess Supersite" or "the Company") was incorporated on July 2, 2013 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited.

 

In May, 2014, the Company effected a change in control by the redemption of the stock held by its original shareholders, the issuance of shares of its common stock to new shareholders, the resignation of its original officers and directors and the appointment of new officers and directors.

 

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

DEVELOPMENT STAGE ENTERPRISE

 

The Company has not earned any revenue from operations since inception. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Enterprise" as set forth in ASC 915, "Development Stage Entities." Among the disclosures required by ASC 915, are that the Company's financial statements be identified as those of a development stage company, and that the statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception.

 

BASIS OF PRESENTATION

 

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with GAAP 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 revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of June 30, 2014.

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of June 30, 2014.

 

   

CHESS SUPERSITE CORPORATION
(formerly River Run Acquisition Corporation)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)

 

INCOME TAXES

 

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of June 30, 2014, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2014, there are no outstanding dilutive securities.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability.

 

The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred.

 

  

CHESS SUPERSITE CORPORATION
(formerly River Run Acquisition Corporation)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)

 

NOTE 2 - GOING CONCERN

 

The Company has not yet generated any revenue since inception to date and has sustained operating losses during the period ended June 30, 2014. The Company had working capital deficit of $1,050 and an accumulated deficit of $1,407 as of June 30, 2014. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

 

The accompanying condensed unaudited financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

 

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

 

Not Adopted

 

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company is evaluating the adoption of this accounting standard to determine what impact it may have on the financial statements and related disclosures.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

 

   

CHESS SUPERSITE CORPORATION
(formerly River Run Acquisition Corporation)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)

 

NOTE 4 STOCKHOLDER'S EQUITY

 

On July 9, 2013, the Company issued 20,000,000 common shares to two directors and officers for $2,000 in cash.

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of June 30, 2014, 1,000,000 shares of common stock and no preferred stock were outstanding.

 

The Company redeemed the 20,000,000 shares of its common stock issued to its original two shareholders and on May 5, 2014 issued 500,000 shares of its common stock to each of Rubin Schindermann and Alexander Starr.

 

The following events occurred which resulted in a change of control of the Company:

 

On May 5, 2014 the Company redeemed from James Cassidy and James McKillop, its then two shareholders, an aggregate of 19,500,000 of the then outstanding 20,000,000 shares of its common stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. On June 12, 2014, the Company redeemed the remaining 500,000 shares of common stock held by such original two shareholders for a redemption price of of $.0001 per share for an aggregate price of $50.

 

James Cassidy and James McKillop resigned as the Company's president, secretary and director and vice president and director, respectively.

 

Rubin Schinderman and Alexander Starr were named as directors of the Company and were appointed its Chief Executive Officer and President, respectively.

 

The Company issued 500,000 shares of its common stock pursuant to
Section 4(2) of the Securities Act of 1933 at par to each of Rubin Schindermann and Alexander Starr.

 

NOTE 5 SUBSEQUENT EVENT

 

On July 23, 2014, the company entered into an asset purchase agreement with Chess Supersite Inc. to purchase assets by issuing 5,000,000 common shares.

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Chess Supersite Corporation (formerly River Run Acquisition Corporation was incorporated on July 2, 2013 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.

 

Since inception the COmpanyhas been in the developmental stage.

 

In addition to a change in control of its management and shareholders, the Company's operations to date have been limited to issuing shares and filing a registration statement on Form 10 pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock. The Company was formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act.

 

On September 30, 2013, the Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof which became automatically effective 60 days thereafter.

 

The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.

 

The Company has no employees.

 

The Company entered into an agreement with Tiber Creek Corporation of which the former president of the Company is the president and controlling shareholder. Tiber Creek Corporation assists companies to become public reporting companies and for the preparation and filing of a registration statement pursuant to the Securities Act of 1933, and the introduction to brokers and market makers.

 

The following events occurred which resulted in a change of control of the Company:

 

On May 5, 2014 the Company redeemed from James Cassidy and James McKillop, its then two shareholders, an aggregate of 19,500,000 of the then outstanding 20,000,000 shares of its common stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. On June 12, 2014, the Company redeemed the remaining 500,000 shares of common stock held by such original two shareholders for a redemption price of of $.0001 per share for an aggregate price of $50.

 

James Cassidy and James McKillop resigned as the Company's president, secretary and director and vice president and director, respectively.

 

Rubin Schinderman and Alexander Starr were named as directors of the Company and were appointed its Chief Executive Officer and President, respectively.

 

The Company issued 500,000 shares of its common stock pursuant to
Section 4(2) of the Securities Act of 1933 at par to each of Rubin Schindermann and Alexander Starr.

 

The Company changed its name to Chess Supersite Corporation in anticipation of the development of the Company as a chess web site.

 

Business

 

The Company anticipates that it will develop its business with a business combination with a private company or through the development of its business plan.

 

The Company anticipates that it will develop its business with a combination with a private company or through the development of its business plan. The Company is designed to become an online chess site featuring sophisticated playing zone, game broadcasts with software analyses and top analysts' commentaries, education and other chess oriented resources. With the availability of global high speed Internet access, the Company anticipates that it will be able to deliver high quality product featuring broadcasts of top worldwide games, education, interactivity, playing and other services. The Company believes that chess players have two major needs: (1) to play against each other and (2) to watch games of top players including Grandmasters. The viewing of chess games is particularly adaptable to the Internet to allow for real time or archived viewing while enjoying the comments, announcements and analyses of top experts. The Company anticipates that the playing zone will utilize two-level architecture allowing thousands of users to watch and play as individuals and/or as teams. Web-based services designed for browsers and table computers will be the project's centerpiece and main point of focus. The Company anticipates that such an Internet site will have a great appeal to the vast worldwide chess playing population.

 

No agreements have been executed and if the Company makes any acquisitions, mergers or other business combination, it will file a Form 8-K.

 

It is anticipated that such private company will bring with it to such merger key operating business activities and a business plan. As of the date of this Report, no agreements have been executed to effect such a business combination and although the Company anticipates that it will effect such a business combination there is no assurance that such combination will be consummated.

 

 

If and when the Company chooses to enter into a business combination with such private company or another, it will likely file a registration statement after such business combination is effected.

 

The Company may develop its operations by marketing and internal growth and/or by effecting a business combination with an operating company in the field. The Company anticipates that if it enters such a business combination it would likely take the form of a merger. It is anticipated that such private company will bring with it to such merger key operating business activities and a business plan. As of the date of this Report, no agreements have been executed to effect any business combination.

 

A combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. The Company may wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.

 

As of June 30, 2014, the Company had not generated revenues and had no income or cash flows from operations since inception.

 

The Company's independent auditors have substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for a business combination that would provide a basis of possible operations.

 

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Information not required to be filed by Smaller reporting companies.

 

ITEM 4. Controls and Procedures.

 

Disclosures and Procedures

 

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer).

 

Based upon that evaluation, he believes that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.

 

Changes in Internal Controls

 

There was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

`ITEM 1. LEGAL PROCEEDINGS

 

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

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

 

During the past three years, the Company has issued 20,000,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 for an aggregate purchase price of $2,000 as folllows:

 

On July 2, 2013, the Company issued the following shares of its common stock:

 

Name		Number of Shares				Consideration
James Cassidy			10,000,000			$	1,000
James McKillop			10,000,000			$	1,000

 

On May 5, 2014, the Company redeemed an aggregate of 9,750,000 shares of common stock from each of the above shareholders. On June 12, 2014, the Company redeemed the remaining 250,000 shares from each of the above shareholders.

 

On May 5, 2014, the Company issued issued 1,000,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par as follows:

 

500,000 Rubin Schindermann
500,000 Alexander Starr

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

(a) Not applicable.
(b) Item 407(c)(3) of Regulation S-K:

 

During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

 

ITEM 6. EXHIBITS

 

(a) Exhibits

 

31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

SIGNATURES

 

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

 

CHESS SUPERSITE CORPORATION

 

	By:	/s/ Rubin schindermann
		Chief Executive Officer
Dated:   January 23, 2015