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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

☒

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

FOR THE QUARTERLY PERIOD ENDED June 30, 2016

OR

☐

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

Commission file number 000-1592411

 

RERAISE GAMING CORPORATION

(Exact name of registrant as specified in its charter)

 

(Address of principal executive offices, including zip code.)

(Telephone number, including area code)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days.  YES ☒     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 ☒                  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," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ☐                    NO ☒

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 17,376,000 shares of common stock as of August 22, 2016.

 

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RERAISE GAMING CORPORATION

FINANCIAL STATEMENTS

June 30, 2016

 

TABLE OF CONTENTS

 

 

 

 

 

Reraise Gaming Corporation

Balance Sheets
(unaudited)

 

 

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

 

 

 

 

Reraise Gaming Corporation

Statements of Operations
(unaudited)

 

 

 

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

 

 

 

 

Reraise Gaming Corporation

Statements of Cash Flows

(unaudited)

 

 

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

 

 

 

 

Reraise Gaming Corporation

Notes to Financial Statements

For the Six Months Ended June 30, 2016 and 2015

(Unaudited)

NOTE 1 - ORGANIZATION AND OPERATIONS

Reraise Gaming Corporation (Reraise), (the “Company”) located in Las Vegas, Nevada, was incorporated on October 2, 2013, in the State of Nevada. As of June 30, 2016 the Company has acquired a variety of poker games, some with patents and some with patents pending, in addition to those we are developing. Each of the games has been acquired or is being developed for different segments of the poker market, namely video poker, brick and mortar, as well as online poker. Several of the games are available on line, at no charge, to test their viability.

 

Our former director Mr. Ron Camacho resigned as President and Chief Executive Officer, Secretary and Treasurer of our Company on July 8, 2016 and Mr. Andy Kim was appointed as President and Chief Executive Officer, Secretary and Treasurer on the same date. Mr. Kim expressed that he will end the development and distribution of poker game and will shift focus to develop the binary option software, a financial software for the trading of binary option. A binary option, or asset-or-nothing option, is type of option in which the payoff is structured to be either a fixed amount of compensation if the option expires in the money, or nothing at all if the option expires out of the money. The success of a binary option is thus based on a yes or no proposition, hence “binary”.  Our detailed plan of operation consists of developing the software, applying for patents and trademarks, apply for international patents and trademarks and market the software to the binary option industry.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the years ended December 31, 2015 and 2014, contained in the Company's Form 10K, originally filed with the Securities and Exchange Commission on March 30, 2016.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year. 

NOTE 3 - GOING CONCERN

 

The accompanying interim 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 been engaged substantially in financing activities and developing its business plan and marketing. As a result, the Company incurred an accumulated deficit of $2,790,987. As of June 30, 2016, the Company has a working capital deficit. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The Company's development activities since inception have been financially sustained through the sale of capital stock and capital contributions from a note holder.

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

NOTE 4 - COMMITMENT

Reraise Gaming Corporation

Notes to Financial Statements

For the Three Months Ended June 30, 2016 and 2015

NOTE 4 – COMMITMENT (Continued)

☐	$10,000 signing bonus

 

☐	$1,000 per month – 24 months consulting contract after we have raised $1,000,000 from the time this contract is initiated.

 

☐	Additional $500 per month – 24 month consulting contract for every $1,000,000 thereafter that is raised. The above consulting terms are concurrent, meaning, the 2nd contract will be added to the first contract and every other contract thereafter.

 

NOTE 6 – RELATED PARTY LOANS AND NOTES PAYABLE

NOTE 8 – SUBSEQUENT EVENTS

Item 2: - Management's Discussion and Analysis of Financial Condition and Results of Operations. Forward-Looking Statements

 

This quarterly report on Form 10-Q contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for future operations. In some cases, you can identify forward-looking statements by the use of terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this quarterly report on Form 10-Q includes statements about:

·	our marketing plan;

·	our plans to hire industry experts and expand our management team;

·	our beliefs regarding the future of our competitors;

·	our anticipated development schedule;

·	the anticipated benefits of our product;

·	our expectation that the demand for our products will eventually increase; and

·	our expectation that we will be able to raise capital when we need it.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:

·	general economic and business conditions;

·	we may have product liability claims;

·	we may not be successful in commercialization of our products;

·	regulatory changes may hurt the market for our products;

·	we may not be able to protect our intellectual property rights;

·	our auditors have issued a going concern opinion regarding our company;

·	competition for, among other things, capital, products and skilled personnel; and

·	other factors discussed under the section entitled "Risk Factors",

any of which may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this report, the terms "we", "us" and "our" mean Reraise Gaming Corporation, a Nevada corporation. In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our unaudited interim financial statements and related notes appearing elsewhere in this Quarterly Report.

History and Overview

Reraise Gaming Corporation was incorporated on October 2, 2013 under the laws of the State of Nevada.

 

Plan of Operations

 

 

 

 

Results of Operations

 

The following is an analysis of our revenues, and analysis of components of expenses, and variances comparing the six months ended June 30, 2016 to the six months ended June 30, 2015.

 

We are in our infancy stage and have not generated any revenue from our core business model. Our total operating expenses during those periods were general and administrative expense of $17,540 for the six months ended June 30, 2016 compared to $56,543. Interest expense for the six months ended June 30, 2016 was $500 compared to $523 for the six months ended June 30, 2015. General and administrative expense for the six months ended June 30, 2016 was $17,540 compared to $56,543 for the same period in 2015.

 

The decrease in operating expenses, for the six months ended June 30, 2016, compared to the six months ended June 30, 2015, excluding the stock based compensation paid in 2015, is due, primarily, to reduced professional fees.

 

Liquidity and Capital Resources

 

Investing Activities

 

We did not use any cash resources for investing activities during the six month periods ended June 30, 2016 and 2015

 

Financing Activities

 

Working Capital Needs:

Sources of Capital:

 

We expect to obtain financing through the sale of restricted common shares, shareholder loans, and a potential line of credit. The sale of common shares will be priced based on current market activity. Shareholder loans, depending on circumstances, may be without stated terms of repayment or interest. Because a line of credit is not currently being investigated, its terms will depend on the lender at the time of commitment. We have no formal agreement that ensures that we will receive such loans. We may exhaust this source of funding at any time.

 

Plan of Operations:

 

We are in the infancy stage of developing our products. The Company was incorporated in the State of Nevada on October 2, 2013, to engage in the development and distribution of poker games. We have generated no revenues from business operations. Our independent registered public accounting firm has issued a going concern opinion. This means there is substantial doubt that we can continue as an on-going business unless we obtain additional capital to pay our ongoing operational costs. Accordingly, we must locate sources of capital to pay our operational costs.

 

 

 

 

Our former director Mr. Ron Camacho resigned as President and Chief Executive Officer, Secretary and Treasurer of our Company on July 8, 2016 and Mr. Andy Kim was appointed as President and Chief Executive Officer, Secretary and Treasurer on the same date. Mr. Kim expressed that he will end the development and distribution of poker game and will shift focus to develop the binary option software, a financial software for the trading of binary option. A binary option, or asset-or-nothing option, is type of option in which the payoff is structured to be either a fixed amount of compensation if the option expires in the money, or nothing at all if the option expires out of the money. The success of a binary option is thus based on a yes or no proposition, hence “binary”.  Our detailed plan of operation consists of developing the software, applying for patents and trademarks, apply for international patents and trademarks and market the software to the binary option industry.

 

Material Commitments

Seasonal Aspects

 

Management is not currently aware of any seasonal aspects which would affect the results of our operations during any particular time of year.

 

Off Balance Sheet Arrangements

 

We have no off balance sheet arrangements.

 

Going Concern

 

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.

 

 

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.

 

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective during the six month period ended June 30, 2016.

 

There were no changes in our internal control over financial reporting during the six month period ended June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II.  OTHER INFORMATION

 

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 6.            EXHIBITS.

 

The following documents are included herein:

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 22^nd day of August, 2016

 

 

 

 

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