CANTECH HOLDING, INC. - FORM 10-Q

Attached files

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EX-31.1 - CERTIFICATION - CANTECH HOLDING, INC.	ex311.htm
EX-32.1 - CERTIFICATION - CANTECH HOLDING, INC.	ex321.htm

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: June 30, 2015

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 organization)		(I.R.S. Employer Identification No.)

300 S El Camino Real, Suite 206, San Clemente, CA		92672
(Address of principal executive offices)		(Zip Code)

(714) 907-1241

(Registrant's telephone number including area code)

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [ ] 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	50,765,414 shares
(Class)	(Outstanding as at August 14, 2015)

REVE TECHONOLOGIES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 4.	CONTROLS AND PROCEDURES	22

PART II. OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	23
ITEM 1A.	RISK FACTORS	23
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	23
ITEM 4.	MINE SAFETY DISCLOSURES	23
ITEM 5.	OTHER INFORMATION	24
ITEM 6.	EXHIBITS	24
		25
	SIGNATURES

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

REVE TECHNOLOGIES, INC.
Balance Sheets (Unaudited)
	June 30,			December 31,
	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	14,019		$	48,928
Prepaid expenses		-			6,300
Total current assets		14,019			55,228

Other receivable		5,523			-
Equipment, net of accumulated depreciation of $759 and $558, respectively		1,463			1,866
TOTAL ASSETS	$	21,005		$	57,094

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$	167,399		$	8,739
Line of credit		11,009			10,713
Convertible notes - related party, net of discount of $14,055 and $49,598		283,083			233,484
Interest payable - related party		32,839			21,609
Convertible notes - net of discount of $62,982 and $52,829		50,679			4,921
Derivative liability		180,437			91,526
Total current liabilities		725,446			370,992

Long-term Liabilities:
Convertible notes - net of discount of $73,557 and $26,714		38,154			1,064
Derivative liability		265,084			92,643
Total long-term liabilities		303,238			93,707
TOTAL LIABILITIES		1,028,684			464,699

Commitments and contingencies
Stockholders' deficit:
Preferred stock: $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock: $0.001 par value; 100,000,000 shares authorized, 36,997,970 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively		37,426			36,998
Additional paid-in capital		409,715			358,798
Accumulated deficit		(1,454,820	)		(803,401	)
Total stockholders' deficit		(1,007,679	)		(407,605	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	21,005		$	57,094

(The accompanying notes are an integral part of these financial statements.)

REVE TECHNOLOGIES, INC.

Statements of Operations

(Unaudited)

For the Three and Six Months Ended June 30, 2015 and 2014

	Three Months Ended June 30,						Six Months Ended June 30,
		2015			2014			2015			2014
Revenue	$	-		$	-		$	-		$	-

Operating expense:
Selling, general and administrative		8,171			6,899			35,403			10,181
Product development		153,511			11,396			167,766			21,407
Executive compensation		24,033			14,900			62,878			28,500
Professional fees		16,255			13,020			45,725			18,971
Total operating expense		201,970			46,215			311,772			79,059

Loss from operations		(201,970	)		(46,215	)		(311,772	)		(79,059	)

Other expense:
Interest expense		(43,752	)		(131	)		(83,931	)		(266	)
Interest expense - related party		(19,701	)		(17,884	)		(60,829	)		(40,979	)
Change in derivative liability		(209,518	)		(51,515	)		(194,887	)		(51,515	)
Total other expense		(272,971	)		(69,530	)		(339,647	)		(92,760	)
Net loss	$	(474,941	)	$	(115,745	)	$	(651,419	)	$	(171,819	)

Loss per Common Share	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)

Weighted average number of common shares outstanding - basic		37,063,752			36,997,970			37,031,043			36,997,970


(The accompanying notes are an integral part of these financial statements)

REVE TECHNOLOGIES, INC.
Statements of Cash Flows (Unaudited)
	Six Months Ended June 30,
	2015			2014
Cash flows from operating activities
Net loss	$	(651,419	)	$	(171,819	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		404			198
Accretion of debt discount		129,154			34,709
Legal fees paid in connection with convertible notes		6,750			-
Change in derivative liability		194,887			51,515
Changes in operating assets and liabilities:
Decrease (increase) in prepaid expenses		6,300			1,225
Increase (decrease) in accounts payable		158,660			(4,199	)
Increase (decrease) in interest payable		4,375			266
Increase (decrease) in interest payable - related party		11,230			6,270
Net cash used in operating activities		(139,659	)		(81,835	)

Cash flows from investing activity
Proceeds for notes receivable - related party		-			(1,955	)
Payments for notes receivable - related party		-			5
Net cash used in investing activity		-			(1,950	)

Cash flows from financing activities
Proceeds from convertible notes payable		104,750			87,916
Repayment of convertible notes payable		-			(1,870	)
Net cash provided by financing activities		104,750			86,046

Increase (decrease) in cash and cash equivalents		(34,909	)		2,261

Cash and cash equivalents at beginning of period		48,928			120

Cash and cash equivalents at end of period	$	14,019		$	2,381

Supplemental disclosure of cash flow information:
Interest paid in cash	$	-		$	-
Income taxes paid in cash	$	-		$	-

Supplemental disclosure of non-cash transactions:
Debt discount recorded for beneficial conversion feature	$	-		$	36,618

(The accompanying notes are an integral part of these financial statements.)

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 1 – ORGANIZATION AND GOING CONCERN

Organization

The Company was incorporated on May 11, 2010 (Date of Inception) under the laws of the State of Nevada, as Bassline Productions, Inc. On March 21, 2014 the Company amended its articles of incorporation and changed its name to Reve Technologies, Inc. We invest in, develop and market emerging hardware, mobile and web applications.

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. The Company has not yet generated revenues from operations. Since inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring startup costs and expenses. As a result, the Company incurred net losses to June 30, 2015 of $1,454,820. In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.

In view of these conditions, the ability of the Company to continue as a going concern is in substantial doubt and dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. Management is planning to raise necessary additional funds for working capital through loans and additional sales of its common stock. However, there is no assurance that the Company will be successful in raising additional capital or that such additional funds will be available on acceptable terms, if at all. Should the Company be unable to raise this amount of capital its operating plans will be limited to the amount of capital that it can access. These financial statements do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited financial statements of Reve Technologies, Inc. as of June 30, 2015, and for the six months ended June 30, 2015 and 2014, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial reporting. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States for complete financial statements and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014, as filed with the Securities and Exchange Commission as part of the Company's Form 10-K. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the interim financial information have been included. The Company did not record an income tax provision during the periods presented due to net taxable losses. The results of operations for any interim period are not necessarily indicative of the results of operations for the entire year.

Accounting estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“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 period. Actual results could differ significantly from those estimates.

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Cash and Cash Equivalents

Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. The carrying value of these investments approximates fair value.

Fair Value Measurement

Pursuant to ASC 820, the Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes the following three levels of inputs that may be used:

Level 1. Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access. The Company has no assets or liabilities valued with Level 1 inputs.

Level 2. Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities. The Company has no assets or liabilities valued with Level 2 inputs.

Level 3. Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In accordance with ASC 820, the following table represents the Company's fair value hierarchy for its financial assets and (liabilities) measured at fair value on a recurring basis as of June 30, 2015:

	Level 1		Level 2		Level 3		Total
Liabilities
Derivative liabilities	$	-	$	-	$	445,521	$	445,521
Total Liabilities	$	-	$	-	$	445,521	$	445,521

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liabilities) for the six months ended June 30, 2015.

	June 30,			December 31,
	2015			2014
Balance at beginning of year	$	184,169		$	-
Additions to derivative instruments		109,750			184,169
Reclassify to additional paid in capital due to conversion		(43,285	)		-
Change in fair value of derivative instruments		194,887			-
Balance at end of period	$	445,521		$	184,169

The following is a description of the valuation methodologies used for these items:

Derivative liability — these instruments consist of certain of our notes which are convertible based on a discount to the market value of our common stock. These instruments were valued using pricing models which incorporate the Company’s stock price, volatility, U.S. risk free rate, dividend rate and estimated life.

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, accounts payable and accrued liabilities approximate their fair value because of the short-term nature of these instruments and their liquidity. It is not practical to determine the fair value of our notes payable due to the complex terms. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Net Income (Loss) Per Share

The computation of basic earnings per share (“EPS”) is based on the weighted average number of shares that were outstanding during the period, including shares of common stock that are issuable at the end of the reporting period. The computation of diluted EPS is based on the number of basic weighted-average shares outstanding plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. The computation of diluted net income per share does not assume conversion, exercise or contingent issuance of securities that would have an antidilutive effect on earnings per share. Therefore, when calculating EPS if the Company experienced a loss, there is no inclusion of dilutive securities as their inclusion in the EPS calculation is antidilutive. Furthermore, options and warrants will have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options or warrants (they are in the money).

Following is the computation of basic and diluted net loss per share for the six months ended June 30, 2015 and 2014:

	Six Months Ended
	June 30,
	2015		2014
Basic and Diluted EPS Computation
Numerator:
Loss available to common stockholders'	$	651,419	$	171,819

Denominator:
Weighted average number of common shares outstanding		37,031,043		36,997,970

Basic and diluted EPS	$	0.02	$	0.00

The weighted average shares listed below were not included in the computation of diluted losses per share because to do so would have been antidilutive for the periods presented:

Convertible promissory notes		4,516,915		167,877

Recent Accounting Pronouncements

The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion or will have a significant impact on its financial statements.

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 3 – 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 were issued in 2013 resulting in a $6,772 charge to interest expense. As of June 30, 2015, the balance due under this line of credit totaled $4,034, including $3,634 of principle and $400 of accrued interest. During the six months ended June 30, 2015 and 2014, the Company recorded $108 and $108, respectively, of interest expense.

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. The shares were issued in 2013 resulting in a $3,370 charge to interest expense. As of June 30, 2015, the balance due under this line of credit totaled $6,976, including $6,322 of principle and $654 of accrued interest. During the six months ended June 30, 2015 and 2014, the Company recorded $188 and $163, respectively, of interest expense.

NOTE 4 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY

As of June 30, 2015, the Company had outstanding the following convertible promissory notes (the "Note(s)"):

Date of:		Conversion					Accrued		Total
Issuance	Maturity	Price		Status	Principle		Interest		Outstanding
03/31/13	08/31/13	$	1.00	Current - Maturity date extended to 06/30/2015	$	8,540	$	1,655	$	10,195
04/25/13	08/31/13	$	1.00	Current - Maturity date extended to 06/30/2015		25,000		4,362		29,362
05/21/13	08/31/13	$	1.00	Current - Maturity date extended to 06/30/2015		25,000		4,214		29,214
07/31/13	01/31/14	$	1.00	Current - Maturity date extended to 06/30/2015		25,500		4,035		29,535
08/31/13	02/28/14	$	1.00	Current - Maturity date extended to 06/30/2015		14,195		2,171		16,366
09/30/13	03/31/14	$	1.00	Current - Maturity date extended to 06/30/2015		7,545		1,089		8,634
10/31/13	04/30/14	$	1.00	Current - Maturity date extended to 06/30/2015		6,250		845		7,095
11/30/13	05/30/14	$	1.00	Current - Maturity date extended to 06/30/2015		4,309		568		4,877
12/31/13	06/30/14	$	1.00	Current - Maturity date extended to 06/30/2015		8,509		1,060		9,569
01/31/14	07/31/14	$	1.00	Current - Maturity date extended to 06/30/2015		11,810		1,385		13,195
02/28/14	08/31/14	$	1.00	Current - Maturity date extended to 06/30/2015		11,479		1,245		12,724
03/31/14	09/30/14	$	1.00	Current - Maturity date extended to 06/30/2015		11,879		1,224		13,103
06/30/14	31/12/2014	$	1.00	Current - Maturity date extended to 06/30/2015		51,978		4,433		56,411
09/30/14	31/03/2015	$	1.00	Current - Maturity date extended to 06/30/2015		42,979		3,010		45,989
12/31/14	30/06/2015	$	0.25	Current		28,109		1,543		29,652
Debt discount - unamortized portion						-		-		-
					$	283,083	$	32,839	$	315,922
Number of shares issuable upon exercise of the above debt as of June 30, 2015										404,879
Number of shares issuable upon exercise of the above debt as of June 30, 2014										223,322

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 4 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY (cont’d)

The Notes in the table above are all issued to Amalfi Coast Capital, Inc. (“Amalfi”) a private corporation owning in excess of 5% of the Company’s issued and outstanding shares of common stock. Each Note has identical terms, including a maturity date three to six months from the date of issuance, eight percent (8%) per annum interest rate, no requirement for any payments prior to maturity, and the right to convert the outstanding principle and interest into fully paid and non-assessable shares of the Company's common stock at a fixed conversion price of $0.25 - $1.00 per share. The conversion privilege provides for net share settlement only. Pursuant to ASC 470-20-25-5, the Company determined that due to the market price of the Company's common stock being greater than the conversion price contained in each Note on the commitment date, each Note contained a beneficial conversion feature (“BCF”) with an intrinsic value in excess of the face amount of each Note. The resulting discount to the Notes is recorded to interest expense and amortized over the original maturity term. The Company communicates regularly with the holder who has not expressed a desire to force collection at this time.

During the year ended December 31, 2014, the Company issued $158,235 of Notes to Amalfi. As a condition to Amalfi’s entry into the September 30, 2014 Note (the “September Note”) of $42,979, the Company issued Amalfi a stock purchase warrant to purchase up to 200,000 shares of common stock (the “Series A Warrant”) at an exercise price of $0.01 for a period on five (5) years, subject to adjustment as provided therein. The Company first allocated between the September Note and Series A Warrant based upon their relative fair values. The estimated fair value of the Series A Warrant issued with the September Note was calculated using the Black-Scholes option pricing model and the following assumptions: market price of common stock - $1.12 per share; estimated volatility – 59.5%; risk free interest rate – 1.78%; expected dividend rate - 0% and expected life - 5.0 years. This resulted in allocating $34,717 to the Series A Warrant and $8,262 to the September Note. Next, the intrinsic value of the BCF was computed as the difference between the fair value of the common stock issuable upon conversion of the September Note and the total price to convert based on the effective conversion price. The calculated intrinsic value was $39,874. As this amount resulted in a total debt discount that exceeded the September Note proceeds, the amount recorded for the beneficial conversion feature was limited to $8,262. The resulting $42,979 discount to the September Note is being accreted over the six month term of the September Note using the effective interest method.

Interest expenses:

	For the three month period				For the six month period
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Amortization of debt discount	$	14,055	$	14,417	$	49,598	$	34,709
Interest at contractual rate		5,646		3,467		11,230		6,270
Totals	$	19,701	$	17,884	$	60,828	$	40,979

NOTE 5 – CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES

JMJ Financial

On December 3, 2014 (the "Effective Date"), the Company received $25,000 and sold to JMJ Financial, a Nevada sole proprietorship (the "JMJ"), a $250,000 Convertible Promissory Note (the "JMJ Note"). Under the JMJ Note, JMJ will advance various amounts up to $225,000 in gross proceeds after taking into consideration an original issue discount ("OID") of $25,000. Each advance carries the following terms: (i) matures two years from the date of advance (the “Maturity Date”) (ii) no interest for the first 90 days; (iii) may be repaid within 90 days after which the Company may not make further payments prior to the Maturity Date; (iv) includes a 10% OID; and (v) if the Company does not repay each advance on or before 90 days, a one-time interest charge of 12% shall be applied to the principle sum. JMJ may convert at their discretion any or all of the outstanding principle and interest at any time from the date of each advance into shares of common stock at a conversion price equal to the lesser of $0.51 or 60% of the lowest trade price in the 25 trading days previous to the conversion. Unless otherwise agreed in writing by both parties, at no time will JMJ convert any amount of the Note into common stock that would result in JMJ owning more than 4.99% of the common stock outstanding. The JMJ Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The JMJ Note also provides for penalties and rescission rights if the Company does not deliver shares of its common stock upon conversion within the required timeframes.

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 5 – CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES (cont’d)

JMJ Financial (cont’d)

The Company recorded a $2,778 discount to the JMJ Note related to the OID which is being accreted over the two year term of the Note.

On April 28, 2015, the Company received second $25,000 under the JMJ Note. The Company recorded a $2,778 discount to the JMJ Note related to the OID which is being accreted over the two year term of the Note.

We have evaluated the terms and conditions of the JMJ Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embeded derivative is calculated with changes in value recorded to other expense.

The initial fair value of the derivative liability was $57,746 and determined using the Black Scholes option pricing model with a quoted market price of $0.35, a conversion price of $0.12, expected volatility of 79%, no expected dividends, an expected term of two years and a risk-free interest rate of 0.57% resulting in a fair value per share of $0.2495 multiplied by the 231,483 shares that would be issued if the JMJ Note was exercised on the Effective Date. As a result, $25,000 was recorded as a debt discount, $35,186 as other expense and $57,746 as a derivative liability.

The following table summarizes the derivative liability included in the balance sheet at June 30, 2015 and December 31, 2014:

	June 30,			December 31,
Derivative liability rollforward	2015			2014
Beginning balance	$	92,643		$	-
Debt discount		25,000			25,000
Day one loss on fair value		42,489			32,746
Loss (gain) on change in fair value		(2,706	)		34,897
Write off due to conversion		-			-
Balance at end of period	$	157,426		$	92,643

Interest expenses:

	For the three month period				For the six month period
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Amortization of debt discount	$	17,186	$	-	$	30,809	$	-
Interest at contractual rate		1,128		-		2,267		-
Totals	$	18,314	$	-	$	33,076	$	-

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 5 – CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES (cont’d)

LG Capital

On December 15, 2014 (the "Closing Date"), the Company issued a $57,750 convertible promissory note (the "LG Note") to LG Capital Funding, LLC, a New York limited liability company (the "Lender"), pursuant to the terms of a Securities Purchase Agreement of the same date. The LG Note provides up to an aggregate of $50,000 in gross proceeds after taking into consideration and OID of $5,250 and $2,500 in legal fees. The LG Note matures on December 15, 2015, accrues interest of 8% and is convertible into shares of common stock any time 180 days after December 15, 2014, beginning on June 13, 2015 at a conversion price equal to 62% of the lowest trading price as quoted on a national exchange for the twenty prior trading days including the date on which the Notice of Conversion is received by Reve. In no event shall Lender effect a conversion if such conversion results in Lender beneficially owning in excess of 9.9% of the outstanding common stock of the Company. Accrued interest shall be paid in shares of common stock at any time at the discretion of the Lender pursuant to the conversion terms above. The LG Note may be prepaid with the following penalties: (i) if the LG Note is prepaid within 30 days of the issuance date, then 115% of the face amount plus any accrued interest; (ii) if the LG Note is prepaid within 31 - 60 days of the issuance date, then 121% of the face amount plus any accrued interest; (iii) if the LG Note is prepaid within 61 - 90 days of the issuance date, then 127% of the face amount plus any accrued interest; (iv) if the LG Note is prepaid within 91 - 120 days of the issuance date, then 133% of the face amount plus any accrued interest; (v) if the LG Note is prepaid within 121 - 150 days of the issuance date, then 139% of the face amount plus any accrued interest; (vi) if the LG Note is prepaid within 151 - 180 days of the issuance date, then 145% of the face amount plus any accrued interest. The LG Note may not be prepaid after the 180th day.

The Company recorded a $5,250 discount to the LG Note related to the OID which is being accreted over the one year term of the LG Note.

On June 16, 2015, the company received a conversion notice from LG Capital to convert $7,750 in principal and $309 of accrued interest from the note above into 427,586 shares at $0.018848.

We have evaluated the terms and conditions of the LG Note. Because the economic characteristics and risks of the equitylinked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments.

The following table summarizes the derivative liability included in the balance sheet at June 30, 2015 and December 31, 2014:

	June 30,			December 31,
Derivative liability rollforward	2015			2014
Beginning balance	$	91,526		$	-
Debt discount		-			50,000
Day one loss on fair value		-			34,748
Loss (gain) on change in fair value		96,743			6,778
Reclassify to additional paid in capital due to conversion		(43,285	)		-
Balance at end of period	$	144,984		$	91,526

Interest expenses:

	For the three month period				For the six month period
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Amortization of debt discount	$	17,186	$	-	$	30,809	$	-
Interest at contractual rate		1,128		-		2,267		-
Totals	$	18,314	$	-	$	33,076	$	-

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 5 – CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES (cont’d)

Adar Bays, LLC

On December 17, 2014, the Company closed a Securities Purchase Agreement with Adar Bays, LLC (“Adar Bays”) providing for the purchase of a Convertible Redeemable Note (the “Adar Note”) in the aggregate principal amount of $35,000. The Adar Note was funded on January 21, 2015 with the Company receiving $29,750 of net proceeds after an original issue discount of 10% and $1,750 in legal fees. The Adar Note matures on December 17, 2015, accrues interest of 8% and is convertible into shares of common stock any time 180 days after December 17, 2014, beginning on June 15, 2015 at a conversion price equal to 62% of the lowest trading price as quoted on a national exchange for the twenty prior trading days including the date on which the Notice of Conversion is received by the Company. In no event shall Adar Bays effect a conversion if such conversion results in Adar Bays beneficially owning in excess of 9.9% of the outstanding common stock of the Company. Accrued interest shall be paid in shares of common stock at any time at the discretion of Adar Bays pursuant to the conversion terms above. The Adar Note may be prepaid with the following penalties: (i) if the Adar Note is prepaid within 30 days of the issuance date, then 115% of the face amount plus any accrued interest; (ii) if the Adar Note is prepaid within 31 - 60 days of the issuance date, then 121% of the face amount plus any accrued interest; (iii) if the Adar Note is prepaid within 61 - 90 days of the issuance date, then 127% of the face amount plus any accrued interest; (iv) if the Adar Note is prepaid within 91 - 120 days of the issuance date, then 133% of the face amount plus any accrued interest; (v) if the Adar Note is prepaid within 121 - 150 days of the issuance date, then 139% of the face amount plus any accrued interest; (ii) if the Adar Note is prepaid within 151 - 180 days of the issuance date, then 145% of the face amount plus any accrued interest. The Adar Note may not be prepaid after the 180th day. The Adar Note also contains certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rate under the Adar Note in the event of such defaults.

We have evaluated the terms and conditions of the Adar Note. Because the economic characteristics and risks of the equity linked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments. The accounting treatment of derivative financial instruments requires that the Company record the initial fair value of the derivative first by allocating the fair value of the embedded derivative as a reduction to the face value of the debt recorded as a contra liability or debt discount to be accreted over the term of the note; and if the fair value of the embedded derivative exceeds the face value of the note, the excess embedded derivative fair value is expensed as other expense and the related liability increased. On each reporting date, the fair value of the embedded derivative is calculated with changes in value recorded to other expense.

The initial fair value of the derivative liability was $75,278 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.1307, expected volatility of 100%, no expected dividends, an expected term of one year and a risk-free interest rate of 0.12% resulting in a fair value per share of $0.2811 multiplied by the 267,797 shares that would be issued if the Adar Note was exercised on the issuance date. As a result, $29,750 was recorded as a debt discount, $45,528 as other expense and $75,278 as a derivative liability.

The following table summarizes the derivative liability included in the balance sheet at June 30, 2015:

	June 30,
Derivative liability rollforward	2015
Beginning balance	$	-
Debt discount		29,750
Day one loss on fair value		45,528
Loss (gain) on change in fair value		(39,825	)
Write off due to conversion		-
Balance at end of period	$	35,453

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 5 – CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES (cont’d)

Adar Bays, LLC (cont’d)

Interest expenses:

	For the three month period				For the six month period
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Amortization of debt discount	$	8,290	$	-	$	17,764	$	-
Interest at contractual rate		698		-		1,227		-
Totals	$	8,988	$	-	$	18,991	$	-

Typenex Co-Investment, LLC

On January 16, 2015, the Company entered into a Securities Purchase Agreement with Typenex Co-Investment, LLC ("Typenex"), for the sale of a 10% convertible note in the principal amount of $225,000 (which includes Typenex legal expenses in the amount of $5,000 and a $20,000 original issue discount) (the “Typenex Note”) for $200,000, consisting of $60,000 paid in cash at closing and three secured promissory notes, aggregating $165,000, bearing interest at the rate of 8% per annum, each note maturing in fifteen months from January 16, 2015 (the “Investor Notes”). The Investor Notes may be prepaid, without penalty, all or portion of the outstanding balance along with accrued but unpaid interest at any time prior to maturity. We have no obligation to pay Typenex any amounts on the unfunded portion of the Typenex Note.

The Typenex Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on April 16, 2016. The Typenex Note is convertible into common stock, at Typenex’s option, at the lesser of (i) $0.60, and (ii) 70% (the “Conversion Factor”) of the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding the applicable Conversion, provided that if at any time the average of the three (3) lowest Closing Bid Prices in the twenty (20) Trading Days immediately preceding any date of measurement is below $0.30, then in such event the then-current Conversion Factor shall be reduced to 65% for all future Conversions, subject to other reductions set forth in the Typenex Note. In the event the Company elects to prepay all or any portion of the Typenex Note, the Company is required to pay to Typenex an amount in cash equal to 125% multiplied by the sum of all principal, interest and any other amounts owing. The Typenex Note is secured by all of the assets of the Company and includes customary event of default provisions.

Typenex has agreed to restrict its ability to convert the Typenex Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of common stock. The Typenex Note is a debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company. The Typenex Note also provides for penalties and rescission rights if we do not deliver shares of our common stock upon conversion within the required timeframes.

Additionally, the Company granted Typenex four warrants, corresponding to the delivery of four tranches of cash funds, to purchase shares of the Company’s common stock, $0.001 par value. The first warrant will entitle the holder to purchase a number of shares equal to $30,000 (the “Typenex Warrant”) divided by the closing price on the date the warrants are issued, as such number may be adjusted from time to time pursuant to the terms of the Note, and the remaining warrants will entitle the holder to purchase a number of shares equal to $27,500 divided by the closing price on the date the warrants are issued, as adjusted. The warrants are exercisable for five years at $0.60 per share subject to certain anti-dilution provisions set forth in the warrants, a copy of which is attached as an exhibit hereto. Each warrant is not exercisable until each corresponding tranche is funded.

We have evaluated the terms and conditions of the Typenex Note and Typenex Warrant. Because the economic characteristics and risks of the equitylinked conversion options are not clearly and closely related to a debt-type host, the conversion features require classification and measurement as derivative financial instruments.

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 5 – CONVERTIBLE NOTES PAYABLE AND DERIVATIVE LIABILITIES (cont’d)

Typenex Co-Investment, LLC (cont’d)

The Company first allocated Typenex Note principal between the Typenex Note and Typenex Warrant based upon their relative fair values. The initial fair value of the derivative liability related to the Typenex Warrant was $50,749 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.2357, expected volatility of 267%, no expected dividends, an expected term of 5 years and a risk-free interest rate of 1.29% resulting in a fair value per share of $0.3987 multiplied by the 127,298 shares that would be issued if the Typenex Warrant was exercised on the issuance date.

The initial fair value of the derivative liability related to the Typenex Note was $58,472 and determined using the Black Scholes option pricing model with a quoted market price of $0.40, a conversion price of $0.2357, expected volatility of 100%, no expected dividends, an expected term of 1.25 years and a risk-free interest rate of 0.11% resulting in a fair value per share of $0.2297 multiplied by the 254,597 shares that would be issued if the Typenex Note was exercised on the issuance date.

Since the value of the Typenex Note and Warrant derivative liabilities resulted in a total debt discount that exceeds the Typenex Note face amount, the amount recorded as a derivative liability was limited to the Typenex Note proceeds and debt discount totaling $55,000.

The following table summarizes the derivative liability included in the balance sheet at June 30, 2015:

Derivative liability rollforward	June 30, 2015
Beginning balance	$	-
Debt discount		55,000
Loss (gain) on change in fair value - Typenex Note		27,963
Loss (gain) on change in fair value - Warrant		24,695
Write off due to conversion		-
Balance at end of period	$	107,658

Interest expenses:

	For the three month period				For the six month period
	June 30, 2015		June 30, 2014		June 30, 2015		June 30, 2014
Amortization of debt discount	$	11,974	$	-	$	21,711	$	-
Interest at contractual rate		1,546		-		2,774		-
Totals	$	13,520	$	-	$	24,485	$	-

Additionally, the Company recognized other asset of $3,070 and $5,523 of interest receivable related to the Investor Notes during the three and six month ended June 30, 2015, respectively.

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 June 30, 2015.

Common stock

On June 16, 2015, the company received a conversion notice from LG Capital to convert $7,750 in principal and $309 of accrued interest from the note above into 427,586 shares at $0.018848.

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

NOTE 7 – RELATED PARTY TRANSACTIONS

On May 6, 2015 the Company entered into an employment agreement with Mr. Stehrenberger, our CEO, CFO, and Director (the “Employment Agreement”). The initial term of the Employment Agreement shall be a period of two years commencing May 6, 2015 and ending May 6, 2017. Mr. Stehrenberger will receive a monthly salary of $7,000 subject to applicable tax withholding. Compensation is payable monthly on the last day of each calendar month during the term of the Employment Agreement. Before the Employment Agreement, Mr. Stehrenberger received regular compensation payments.

During the six months ended June 30, 2015 and 2014, the Company recorded executive compensation of $62,878 and $28,500.

During the six months ended June 30, 2015, the Company paid Mr. Stehrenberger totaling $53,458 in cash, leaving $5,225 under accounts payable.

NOTE 8 – SUBSEQUENT EVENTS

On July 8, 2015, the company received a conversion notice from JMJ Financial to convert $5,100 in principal from the notes above (ref Note 5: JMJ Financial) into 170,000 shares at $0.03.

On July 16, 2015, the company received a conversion notice from Typenex Co-Investment, LLC to convert $25,593 installment amount from the note above (ref Note 5: Typenex Co-Investment, LLC) into 1,066,390 shares at $0.024.

On July 17, 2015, the Company entered into a material definitive agreement (the “Agreement”) with Mr. Stehrenberger wherein Mr. Stehrenberger sold his controlling interest in Reve Technologies, Inc. back to the Company for the total price of $50,000. Upon closing, Mr. Stehrenberger delivered to Company Counsel, for cancellation, 20,115,000 shares of the Company’s common stock owned by his family partnership. As at August 14, 2015, a total of $25,000 has been paid to Mr. Stehrenberger in respect of the cancelation of 10,057,500 shares.

Pursuant to the Agreement, Mr. Stehrenberger resigned as President, CEO, Treasure, Secretary and Director and appointed Mr. David Forster as President, CEO, CFO, Treasurer, Secretary and Sole Director.

On July 20, 2015, the Board of Directors approved and authorized the resignation of Mr. Stehrenberger, the purchase and sale of 20,115,000 Shares owned by Taanen, LP, and the appointment of Mr. Forster.

On July 20, 2015, Mr. Forster purchased twenty two million (22,000,000) shares of the Company, resulting in the beneficial ownership of the majority of the issued and outstanding shares of the Company.

On July 20, 2015, the Board of Directors approved and authorized the creation of 1,000,000 shares of Series B Voting Preferred Stock. Each share of Series B Voting Preferred Stock is equal to and counted as 1,000 times the vote of all of the shares of the Corporation (i) common stock, and (ii) other voting preferred stock issued and outstanding on the date of each and every vote or consent of the shareholders of the Company regarding each and every matter submitted to the shareholders of the Company for approval.

On July 20, 2015, the Company entered into an Agreement of Assignment with Mr. David Forster, a related party, wherein the related party assigned all rights, interest, and title to technology owned by that party in exchange for 1,000,000 Series B Voting Preferred Stock.

On July 20, 2015, after review and recommendation from the Board, the Company approved and authorized the acceptance of the Assignment and the issuance of the Series B Voting Preferred Shares.

On July 22, 2015, the company received a conversion notice from Adar Bays LLC to convert $5,000 in principal from the note above (ref Note 5: Adar Bays LLC) into 160,968 shares at $0.031062.

On August 5, 2015, the company received a conversion notice from JMJ Financial to convert $5,250 in principal from the note above (ref Note 5: JMJ Financial) into 500,000 shares at $0.0105.

REVE TECHNOLOGIES, INC.

Notes to Financial Statements

(Unaudited)

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

This Report on Form 10-Q contains forward-looking statements which involve assumptions and describe our future plans, strategies, and expectations, and are generally identifiable by use of words such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

Such forward-looking statements may include statements regarding, among other things, (a) the potential markets for our products, our potential profitability, and cash flows, (b) our growth strategies, (c) our future financing plans, and (d) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this Form 10-Q generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect our actual results may vary materially from those expected or projected.

Except where the context otherwise requires and for purposes of this Form 10-Q only, “we,” “us,” “our,” “Company,” “our Company,” and “Reve” refer to Reve Technologies, Inc., a Nevada corporation.

OVERVIEW AND OUTLOOK

Background

The Company has released and continues to refine SwipeDial, an Android based mobile application that provides a simple, picture based navigation interface. The market for Swipedial is small children, the elderly and those with special needs who benefit from the simplification of a smartphone’s interface. SwipeDial can be purchased on the Google Play store.

The Company is currently developing Kinderkall, a phone watch with a simple user interface designed for children age 5-12. Kindercall is expected to sell for $75-100 per unit.

The Company launched Reminisce, an Android mobile app designed to rediscover photos on a mobile phone’s lock screen. Reminisce gathers photos from users many photo sources (Picasa, Facebook, Instagram, etc.) and displays a new photo in full screen when the devise is woken up, with the current time and date, and the date the photo was taken. With the market validation of Reminisce, its next stage is in development to integrate an enterprise revenue model incorporating brands and celebrities.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2015 Compared With the Three Months Ended June 30, 2014.

Operating Expenses

A summary of our operating expense for the three months ended June 30, 2015 and 2014 follows:

	Three months Ended June 30,				Increase /
	2015		2014		(Decrease)
Selling, general and administrative	$	8,171	$	6,899	$	1,272
Product development		153,511		11,396		142,115
Executive compensation		24,033		14,900		9,133
Professional fees		16,255		13,020		3,235
	$	201,970	$	46,215	$	155,755

Operating expenses include costs related to personnel, professional fees, travel and entertainment, public company costs, insurance and other office related costs. The three month increase is due to an overall increase in business related activities to support the development and introduction of our products.

Other Income (Expense)

Other income and expense for the six months ended June 30, 2015 and 2014 follows:

	Three Months Ended June 30,						Increase /
	2015			2014			(Decrease)
Other Income (Expense)
Interest expense		(43,752	)		(131	)		(43,621	)
Interest expense - related party		(19,701	)		(17,884	)		(1,817	)
Change in derivative liability		(209,518	)		(51,515	)		(158,003	)
Total other income (expense)	$	(272,971	)	$	(69,530	)	$	(203,441	)

Six Months Ended June 30, 2015 Compared With the Six Months Ended June 30, 2014.

Operating Expenses

A summary of our operating expense for the six months ended June 30, 2015 and 2014 follows:

	Six months Ended June 30,				Increase /
	2015		2014		(Decrease)
Selling, general and administrative	$	35,403	$	10,181	$	25,222
Product development		167,766		21,407		146,359
Executive compensation		62,878		28,500		34,378
Professional fees		45,725		18,971		26,754
	$	311,772	$	79,059	$	232,713

Other Income (Expense)

Other income and expense for the six months ended June 30, 2015 and 2014 follows:

	Six Months Ended June 30,						Increase /
	2015			2014			(Decrease)
Other Income (Expense)
Interest expense		(83,931	)		(266	)		(83,665	)
Interest expense - related party		(60,829	)		(40,979	)		(19,850	)
Change in derivative liability		(194,887	)		(51,515	)		(143,372	)
Total other income (expense)	$	(339,647	)	$	(92,760	)	$	(246,887	)

Liquidity and Capital Resources

From inception to June 30, 2015, we have incurred an accumulated deficit of $1,454,820. This loss has been incurred through a combination of professional fees, personnel costs and interest expense supporting our plans to develop our business and brand our services. At June 30, 2015, the Company had current assets of $14,019 compared to current liabilities of $725,446. During the six months ended June 30, 2015, the Company had no revenue and incurred a loss from operations of $311,772. The Company has incurred losses since inception and may not be able to generate sufficient net revenue from its business in the future to achieve or sustain profitability. To finance our operations, we are currently pursuing additional funds through equity or debt financing or a combination thereof. The Company currently has no commitments to obtain any such financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to the Company, if at all.

Net cash used by operating activities was $139,659 during the six months ended June 30, 2015 as compared to $81,835 during the six months ended June 30, 2014.

Net cash used by investing activities was $0 during the six months ended June 30, 2015 as compared to $1,950 during the six months ended June 30, 2014.

Net cash provided by financing activities was $104,750 during the six months ended June 30, 2015 as compared to $86,046 during the six months ended June 30, 2014.

Off-Balance Sheet Arrangements

We have no off-balance sheet transactions.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires us to make judgments, assumptions and estimates that affect the amounts reported. Note 2 of Notes to Financial Statements as filed with our Form 10-K for the year ended December 31, 2014 describes the significant accounting policies used in the preparation of the financial statements. Certain of these significant accounting policies are considered to be critical accounting policies, as defined below.

A critical accounting policy is defined as one that is both material to the presentation of the Company's financial statements and requires management to make difficult, subjective or complex judgments that could have a material effect on the Company's financial condition and results of operations. Specifically, critical accounting estimates have the following attributes:

	· We are required to make assumptions about matters that are highly uncertain at the time of the estimate; and
	· Different estimates we could reasonably have used, or changes in the estimate that are reasonably likely to occur, would have a material effect on the Company's financial condition or results of operations.

Estimates and assumptions about future events and their effects cannot be determined with certainty. We base estimates on historical experience and on various other assumptions believed to be applicable and reasonable under the circumstances. These estimates may change as new events occur, as additional information is obtained and as the Company's operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Based on an assessment of the Company's accounting policies and the underlying judgments and uncertainties affecting the application of those policies, management believes that our financial statements are fairly stated in accordance with accounting principles generally accepted in the United States, and present a meaningful presentation of the Company's financial condition and results of operations.

In preparing the Company's financial statements to conform to accounting principles generally accepted in the United States, we make estimates and assumptions that affect the amounts reported in the Company's financial statements and accompanying notes. These estimates include useful lives for fixed assets for depreciation calculations and assumptions for valuing our derivative instruments. Actual results could differ from these estimates.

Provisions for income taxes are based on taxes payable or refundable for the current period and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled.

When accounting for Uncertainty in Income Taxes, first, the tax position is evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50 percent likelihood of being realized upon ultimate settlement. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company’s utilization of U.S. Federal net operating losses will be limited in accordance to Section 381 rules. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Recently Issued Accounting Pronouncements

In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The new standard will require debt issuance costs to be presented on the balance sheet as a direct reduction of the carrying value of the associated debt liability, consistent with the presentation of debt discounts. Currently, debt issuance costs are presented as a deferred asset. The recognition and measurement requirements will not change as a result of this guidance. The standard is effective for the annual reporting periods beginning after December 15, 2015 and will be applied on a retrospective basis. This amendment will not have a material impact on our financial statements.

We have reviewed all other recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may cause a material impact on our financial condition, or the results of our operations.

Item 3. Quantitative And Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

At the end of the period covered by this quarterly report, the Chief Executive and Chief Financial Officer of the Company (the “Certifying Officer”) conducted an evaluation of the Company’s disclosure controls and procedures. As defined under Sections 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the term “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act 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 Exchange Act is accumulated and communicated to the issuer’s management, including the Certifying Officer, to allow timely decisions regarding required disclosure.

Based on this evaluation, the Certifying Officer has concluded that the Company’s disclosure controls and procedures were not effective, for the quarter covered by this report, to ensure that material information is recorded, processed, summarized and reported by management of the Company on a timely basis in order to comply with the Company’s disclosure obligations under the Exchange Act, and the rules and regulations promulgated there under.

Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that has materially affected, or is 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 know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

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

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

On July 8, 2015, the company received a conversion notice from JMJ Financial to convert $5,100 in principal from certain convertible notes disclosed above (ref Note 5: JMJ Financial) into 170,000 shares at $0.03.

On July 16, 2015, the company received a conversion notice from Typenex Co-Investment, LLC to convert a $25,593 installment amount from certain convertible notes disclosed above (ref Note 5: Typenex Co-Investment, LLC) into 1,066,390 shares at $0.024.

On July 17, 2015, the Company entered into a material definitive agreement (the “Agreement”) with Mr. Stehrenberger wherein Mr. Stehrenberger sold his controlling interest in Reve Technologies, Inc. back to the Company for the total price of $50,000. Upon closing, Mr. Stehrenberger delivered to Company Counsel, for cancellation, 20,115,000 shares of the Company’s common stock owned by his family partnership. As at August 14, 2015 a total of $25,000 has been paid to Mr. Stehrenberger in respect of the cancelation of 10,057,500 shares.

On July 22, 2015, the company received a conversion notice from Adar Bays LLC to convert $5,000 in principal from certain convertible notes disclosed above (ref Note 5: Adar Bays LLC) into 160,968 shares at $0.031062.

On August 5, 2015, the company received a conversion notice from JMJ Financial to convert $5,250 in principal from the note above (ref Note 5: JMJ Financial) into 500,000 shares at $0.0105.

There were no issuances of unregistered securities to report which were sold or issued by the Company without the registration of these securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements, within the period covered by this report, which have not been previously included in and Annual Report on Form 10-K, a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

Pursuant to a certain agreement Mr. Stehrenberger resigned as President, CEO, Treasurer, Secretary and Director and appointed Mr. David Forster as President, CEO, CFO, Treasurer, Secretary and Sole Director.

On July 20, 2015, the Board of Directors approved and authorized the resignation of Mr. Stehrenberger, and the appointment of Mr. Forster.

On July 20, 2015, after review and recommendation from the Board, the Company approved and authorized the acceptance of the Assignment and the issuance of the Series B Voting Preferred Shares.

ITEM 6. EXHIBITS

Exhibits:

Exhibit Number	Description of Exhibit	Filing
31.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14	Filed herewith.
32.1	CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act	Filed herewith.
101.INS**	XBRL Instance Document	Furnished herewith.
101.SCH**	XBRL Taxonomy Extension Schema Document	Furnished herewith.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document	Furnished herewith.
101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document	Furnished herewith.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document	Furnished herewith.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document	Furnished herewith.

** 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.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Reve Technologies, Inc. (Registrant)

Dated: August 17, 2015	By:	/s/ David Forster
		David Forster, President, Principle Executive Officer, Principle Financial Officer and Director

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CANTECH HOLDING, INC. Reports

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