UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



Form
10-K/A



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



For the
fiscal year ended December 31, 2012



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



Commission
file number: 000-54497



BASSLINE
PRODUCTIONS, INC.

(Exact
name of registrant as specified in its charter)



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



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



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



Copies
of Communications to:

Harold
P. Gewerter, Esq. Ltd.

5536
S. Ft. Apache #102

Las
Vegas, Nevada 89148

(702)
382-1714

Fax
(702) 382-1759



Securities
registered under Section 12(b) of the Act: None



Securities
registered under Section 12(g) of the Act: Common Stock, $0.001 par value



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



Yes
 [ ] No [x]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.



Yes
 [ ] No [x]



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 has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Yes
[x] No [ ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]



Indicate
by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company"
in Rule 12b-2 of the Exchange Act.



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



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



Yes
[x] No [ ]



The aggregate
market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2011 (the last business day of
the registrant's most recently completed second fiscal quarter) was $5,000 based on a share value of $0.001.



The number
of shares of Common Stock, $0.001 par value, outstanding on March 29, 2013 was 25,005,000 shares. Throughout this filing all references
to shares have been restated to reflect a 10:1 forward stock split enacted on August 23, 2011.



This amendment
is filed for the sole purpose of reflecting changes to the independent auditors’ report.



DOCUMENTS
INCORPORATED BY REFERENCE: None.















BASSLINE
PRODUCTIONS, INC.

FOR
THE FISCAL YEAR ENDED

DECEMBER
31, 2012



Index
to Report

on
Form 10-K



|PART
    I   | Page                                                                                                               
|------------ | -------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                    
|Item 1.      | Business                                                                                                           
|Item 1A.     | Risk Factors                                                                                                       
|Item 1B.     | Unresolved Staff
    Comments                                                                                      
|Item 2.      | Properties                                                                                                         
|Item 3.      | Legal Proceedings                                                                                                  
|             |                                                                                                                    
|PART
    II  |                                                                                                                    
|             |                                                                                                                    
|Item 5.      | Market for Registrant's
    Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities
|Item 6.      | Selected Financial
    Data                                                                                        
|Item 7.      | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations                          
|Item 7A.     | Quantitative and
    Qualitative Disclosures About Market Risk                                                     
|Item 8.      | Financial Statements
    and Supplementary Data                                                                    
|Item 9.      | Changes in and
    Disagreements With Accountants on Accounting and Financial Disclosure                           
|Item 9A (T)  | Control and Procedures                                                                                             
|Item 9B.     | Other Information                                                                                                  
|             |                                                                                                                    
|PART
    III |                                                                                                                    
|             |                                                                                                                    
|Item 10.     | Directors, Executive
    Officers and Corporate Governance                                                         
|Item 11.     | Executive Compensation                                                                                             
|Item 12.     | Security Ownership
    of Certain Beneficial Owners and Management and Related Stockholder Matters                 
|Item 13.     | Certain Relationships
    and Related Transactions, and Director Independence                                      
|Item 14.     | Principal Accounting
    Fees and Services                                                                         
|             |                                                                                                                    
|PART
    IV  |                                                                                                                    
|             |                                                                                                                    
|Item 15.     | Exhibits, Financial
    Statement Schedules                                                                        





1







FORWARD-LOOKING
STATEMENTS



This
Annual Report on Form 10-K contains forward-looking statements and involves risks and uncertainties that could materially affect
expected results of operations, liquidity, cash flows, and business prospects. These statements include, among other things, statements
regarding:



|o | our ability
    to diversify our operations;   
|- | -----------------------------------------------
|  |                                                
|o | our ability
    to implement our business plan;



|o | our ability
    to attract key personnel;
|- | -----------------------------------------
|  |                                          
|o | our ability
    to operate profitably;   



|o | our ability
    to efficiently and effectively finance our operations, and/or purchase orders;
|- | ----------------------------------------------------------------------------------------------
|  |                                                                                               
|o | inability to achieve
    future sales levels or other operating results;                      



|o | inability
    to raise additional financing for working capital;
|- | ----------------------------------------------------------------
|  |                                                                 
|o | inability
    to efficiently manage our operations;             



|o | the inability
    of management to effectively implement our strategies and business plans;
|- | -------------------------------------------------------------------------------------------
|  |                                                                                            
|o | the unavailability
    of funds for capital expenditures and/or general working capital;   



|o | the fact
    that our accounting policies and methods are fundamental to how we report our financial condition and results of operations,
    and they may require management to make estimates about matters that are inherently uncertain;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                             
|o | deterioration
    in general or regional economic conditions;                                                                                                                                                                               



|o | changes
    in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;                                                     
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                           
|o | adverse
    state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with
    respect to existing operations;



as well
as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking
statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those
reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited
to, those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed under the heading “Risk Factors”
in Part I, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no
obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and
uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.



2









Throughout
this Annual Report references to “we”, “our”, “us”, “Bassline”, “the Company”,
and similar terms refer to Bassline Productions, Inc.



PART
I



ITEM
1. BUSINESS



General
Business Development



Bassline
Productions, Inc. is a development stage company incorporated in the State of Nevada on May 11, 2010. We were formed to assist
in the travel arrangements of educational and other institutional organizations interested in performing at festivals and competitions
in the areas of musical and drama performance.



We
have been unable to obtain the necessary funding to support the implementation of our business plan at this time. We explored
all financing and strategic alternatives available to us. It may be necessary for us to either seek alternative opportunities
available to us unrelated to our business plan in an effort to maximize shareholder value. To this end, the Company has in the
past had, and may in the future have, discussions with potential merger candidates wishing to become publicly traded. There is
no assurance that the Company will be successful in any of such efforts. If the Company is unable to secure additional financing
or find another alternative, the Company will not have sufficient capital to implement its business plan until such time as capital
or another alternative is available to it.



Since
our inception on May 11, 2010 through December 31, 2012, we have generated minimal revenues  and have incurred a net loss
of $70,794. Since May of 2010, our only business activities have included the formation of our corporate entity, the development
of our business model, and the completion of our S-1 offering for $50,000.



Recent
Change of Officers and Directors



On
December 7, 2012, Randi Lorenzo submitted her letter of resignation from her position as President, CEO and Director of the Registrant,
effective immediately. The resignation was accepted by the Registrant on December 7, 2012.



On
December 7, 2012, Pamela Elliott submitted her letter of resignation from her position as Secretary and Treasurer of the Registrant,
effective immediately. The resignation was accepted by the Registrant on December 7, 2012.



On
December 7, 2012, in connection with resignation of Randi Lorenzo, the Board of Directors unanimously appointed Ms. Pamela Elliott
to serve as President, CEO, and Director of the Registrant, effective immediately.



On
December 7, 2012, in connection with Pamela Elliott’s resignation and subsequent appointment, the Board of Directors unanimously
appointed Ms. Lisa Rubin to serve as the Secretary and Treasurer of the Registrant, effective immediately.



OUR
BUSINESS



Bassline
was striving to build a multi-faceted entertainment based business. Our initial focus was based upon developing an online travel
assistance service, as well as an onsite tour and performance management.



3









We
have been unable to obtain the necessary funding to support the implementation of our business plan at this time. We explored
all financing and strategic alternatives available to us. It may be necessary for us to either seek alternative opportunities
available to us unrelated to our business plan in an effort to maximize shareholder value. To this end, the Company has in the
past had, and may in the future have, discussions with potential merger candidates wishing to become publicly traded. There is
no assurance that the Company will be successful in any of such efforts. If the Company is unable to secure additional financing
or find another alternative, the Company will not have sufficient capital to implement its business plan until such time as capital
or another alternative is available to it.



Employees



We
are a development stage company and as of December 31, 2012 have only two part-time employees, Pamela Elliot, who is our President
and sole Director, and Lisa Rubin, our Secretary and Treasurer. As of December 31, 2012 they devoted approximately 5-10 hours
a week to Bassline Productions.



Available
Information



We
are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. All of our reports are able
to be reviewed through the SEC’s Electronic Data Gathering Analysis and Retrieval System (EDGAR) which is publicly available
through the SEC’s website (http://www.sec.gov).



We
intend to furnish to our stockholders annual reports containing financial statements audited by our independent certified
public accountants and quarterly reports containing reviewed unaudited interim financial statements for the first
three-quarters of each fiscal year. You may contact the Securities and Exchange Commission at (800) SEC-0330 or you may read
and copy any reports, statements or other information that we file with the Securities and Exchange Commission at the
Securities and Exchange Commission’s public reference room at the following location:



Public
Reference Room



100
F. Street N.W.



Washington,
D.C. 2054900405



Telephone:
(800) SEC-0330



ITEM
1A. RISK FACTORS



We
are a development stage company organized in May 2010 and have recently commenced operations, which makes an evaluation of us
extremely difficult. At this stage of our business operations, even with our good faith efforts, we may never become profitable
or generate any significant amount of revenues, thus potential investors have a high probability of losing their investment.



We
were incorporated in May of 2010 as a Nevada corporation. As a result of our start-up operations we have; (i) generated no revenues,
(ii) accumulated deficits of $70,794 for the period ended December 31, 2012, and (iii) we have incurred losses of $70,794 for
the period of Inception (May 11, 2010) to December 31, 2012, and have been focused on organizational and start-up activities and
business plan development since we incorporated.



4









Our
auditor’s have substantial doubt about our ability to continue as a going concern. Additionally, our auditor’s report
reflects the fact that the ability of the Company to continue as a going concern is dependent upon our ability to raise additional
capital from the sale of common stock and, ultimately the achievement of significant operating revenues.



Our
financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. Our auditor’s report reflects that the ability of Bassline to continue
as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the
achievement of significant operating revenues.



We
are significantly dependent on our officers and director, who have limited experience. The loss or unavailability to Bassline,
of either Ms. Rubin’s or Ms. Elliot’s services would have an adverse effect on our business, operations and prospects
in that we may not be able to obtain new management under the same financial arrangements, which could result in a loss of your
investment.



Our
business plan is significantly dependent upon the abilities and continued participation of Ms.Elliot, our President and sole Director
as well as, Ms. Rubin who is both our Secretary and Treasurer. They expect to devote limited time, approximately 5 to 10 hours
a week on a going forward basis. It would be difficult to replace either Ms. Rubin or Ms. Elliot, at such an early stage of development
of Bassline. The loss by or unavailability to Bassline, of either Ms. Rubin’s or Ms. Elliot’s services would have
an adverse effect on our business, operations and prospects, in that our inability to replace Ms. Rubin or Ms. Elliot could result
in the loss of one’s investment. There can be no assurance that we would be able to locate or employ personnel to replace
either Ms. Rubin or Ms. Elliot, should their services be discontinued. In the event that we are unable to locate or employ personnel
to replace Ms. Rubin, or Ms. Elliot then, in that event we would be required to cease pursuing our business opportunity, which
would result in a loss of your investment.



Ms.
Elliot and Ms. Rubin are involved with other businesses and there can be no assurance that they will continue to provide services
to us.



As
compared to many other public companies, we do not have the depth of managerial or technical personnel. Ms. Elliot and Ms. Rubin
are currently involved in other businesses.



Ms.
Elliot and Ms. Rubin’s limited time devotion to Bassline, could have the effect on our operations of preventing us from
being a successful business operation, which ultimately could cause a loss of your investment.



Ms.
Elliot and Ms. Rubin are currently, and may continue in the future, to be involved with additional businesses and there can be
no assurance that she will continue to provide services to us. Ms. Elliot and Ms. Rubin currently devote only a portion of their
time to our activities. There can be no assurance that we would be able to locate or employ personnel to replace Ms. Elliot or
Ms. Rubin, should their services be discontinued.



Because
of competitive pressures from competitors with more resources, Bassline, may fail to implement its business model profitably.



The
business of travel assistance and entertainment production may be a very risky venture. Even though we believe a strong business
plan is in place, our plan may fail due to a continued decreased travel and engagement opportunities,



5









Because
of the current economic and financial condition, Bassline, may be unsuccessful in obtaining and retaining a strong client base.



The
current economic condition and recession may make it difficult to obtain clients who have the funds available to spend on services
such as ours. Our potential clients may spend less money, if any at all, on traveling and performance management services.



The
anticipated costs of being a public company will affect our limited available funds.



The
costs associated with being a public company as opposed to a private company include, but are not limited to, increased legal
fees, accounting and auditor fees. Each year we will have to comply with the reporting requirements of the SEC. In the future,
we may need to raise additional funds through private placements, registered offerings, debt financing or other sources to maintain
operations.



Because
our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high
risk and subject to marketability restrictions.



Since
our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for
investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the
common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities
Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any
penny stock, to:



|• Deliver to the customer, and obtain a written receipt for, a disclosure document;                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                            
|•Disclose certain price information about the stock;                                                                                                                        
|                                                                                                                                                                            
|• Disclose
    the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;                                                      
|                                                                                                                                                                            
|•
    Send monthly statements to customers with market and price information about the penny stock; and                                                                     
|                                                                                                                                                                            
|• In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the
    customer with information specified in the rules.



Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability
of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities.
These additional procedures could also limit our ability to raise additional capital in the future.



6









FINRA
sales practice requirements may also limit a stockholder's ability to buy and sell our stock.



In
addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted
rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing
that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status,
investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability
that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock
and have an adverse effect on the market for our shares.



If
we fail to remain current on our reporting requirements with the SEC, we could be removed from the OTC Bulletin Board (OTCBB),
now known as the OTCQB, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders
to sell their securities in the secondary market.



Companies
trading on the OTCQB, such as us, generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934,
as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTCQB.
More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTCQB by requiring an issuer
to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three
times in a two-year period or our securities are removed from the OTCQB for failure to timely file twice in a two-year period,
then we will be ineligible for quotation on the OTCQB. As a result, the market liquidity for our securities could be severely
adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their
securities in the secondary market. As of the date of this memorandum, we have no late filings reported by FINRA.



Our
internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being
disseminated to the public.



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in
Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of,
the principal executive and principal financial officer and effected by the board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of Bassline Productions, Inc.; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of Bassline Productions, Inc., are being made only in accordance
with authorizations of managementa nd directors of Bassline Productions, Inc., and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of Bassline Productions’
assets that could have a material effect on the financial statements.



7









We
have two individuals performing the functions of all officers, and one individual acting as our sole director. This individual
caused the development of our internal control procedures and is responsible for monitoring and ensuring compliance with those
procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to
be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make
an uninformed investment decision.



ITEM
1B. UNRESOLVED STAFF COMMENTS



None.



ITEM
2. PROPERTIES



We
currently maintain an office at 17011 Beach Blvd. Suite 900, Huntington Beach CA 92647. As of December 31, 2012, we have no monthly
rent, nor do we accrue any expense for monthly rent. Ms. Elliot, our secretary and treasurer, provided us her home in which we
conduct business on our behalf. Ms. Elliot did not receive any remuneration for the use of this facility or time spent on behalf
of us. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately
12 months, until our business plan is more fully implemented.



ITEM
3. LEGAL PROCEEDINGS



From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time
to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management
is any litigation threatened against us, which may materially affect us.



PART
II



ITEM 5.MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES



Market
Information



Our
common stock is quoted on the OTC Markets QB (OTCQB) under the symbol “BSSP.”



Historically,
there has not been an active trading market for our common stock. We have been eligible to participate in the OTCQB since September
27, 2011.



|BID PRICES      
|----------------
|                
|3rd Quarter 2011
|4th Quarter 2011
|1st Quarter 2012
|2nd Quarter 2012
|3rd Quarter 2012
|4thQuarter 2012 



8









Without
an active public trading market, a stockholder may not be able to liquidate their shares. If a market does develop, the
price for our securities may be highly volatile and may bear no relationship to our actual financial condition or results of
operations. Factors we discuss in this report, including the many risks associated with an investment in our securities, may
have a significant impact on the market price of our common stock.



The
ability of individual stockholder to trade their shares in a particular state may be subject to various rules and regulations
of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from
registration before the securities are permitted to trade in that state. Presently, we have no plans to register our securities
in any particular state.



Holders
of Common Stock



As
of March 28, 2013, we had approximately 41 stockholders of record of the 25,005,000 shares outstanding.



Dividends



The
payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings,
our capital requirements, our financial condition, and other relevant factors. We have not paid or declared any dividends upon
our common stock since our inception and, by reason of our present financial status and our contemplated financial requirements,
do not anticipate paying any dividends upon our common stock in the foreseeable future.



We
have never declared or paid any cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on
the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends
in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s
assessment of:



|• | our financial
    condition;
|- | ----------------------------
|  |                             
|• | earnings;                   



|• | need for funds;      
|- | ---------------------
|  |                      
|• | capital requirements;



|• | prior claims of
    preferred stock to the extent issued and outstanding; and
|- | -----------------------------------------------------------------------------
|  |                                                                              
|• | other factors,
    including any applicable laws.                            



Therefore,
there can be no assurance that any dividends on the common stock will ever be paid.



Securities
Authorized for Issuance under Equity Compensation Plans



We
currently do not maintain any equity compensation plans.



9









Recent
Sales of Unregistered Securities



We
have no recent sales of unregistered securities.



Use of
Proceeds



On
October 6, 2010, we filed a Registration Statement with the Securities and Exchange Commission wherein we registered 500,000 shares
of our common stock (pre 10:1 forward split). Our Registration Statement became effective on July 25, 2011. On August 17, 2011,
we completed our offering for 500,000 shares of our common stock, resulting in gross proceeds of $50,000. The common stock sold
in our initial public offering to 40 investors was issued on August 23, 2011.



The
amount of expenses incurred in connection with the issuance and distribution of the securities as of the date of this report was
$44,042, of which $25,000 was legal fees, $10,750 was accounting and audit fees, $7,692 was EDGAR filing fees.



Issuer
Purchases of Equity Securities



The
Company did not repurchase any of its equity securities during the fourth quarter ended December 31, 2012.



ITEM
6. SELECTED FINANCIAL DATA



Not
applicable.



ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Except
for the historical information, the following discussion contains forward-looking statements that are subject to risks and uncertainties.
We caution you not to put undue reliance on any forward-looking statements, which speak only as of the date of this report. Our
actual results or actions may differ materially from these forward-looking statements for many reasons, including the risks described
in “Risk Factors” and elsewhere in this annual report. Our discussion and analysis of our financial condition and
results of operations should be read in conjunction with the financial statements and related notes and with the understanding
that our actual future results may be materially different from what we currently expect.



OVERVIEW
AND OUTLOOK



Background



Bassline
is a development stage company incorporated in the State of Nevada on May 11, 2010. Our stated business objective is to provide
tour booking and production services to institutional music programs and semi-professional musicians. Since our inception on May
11, 2010 through December 31, 2012, we generated no revenues from that line of business.



Going
Concern



The
Company’s financial statements are prepared using generally accepted accounting principles in the United States of America
applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow
it to continue as a going concern. As of December 31, 2012, the Company had an accumulated deficit of $70,794. The ability of
the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock
and, ultimately, the achievement of significant operating revenues.



10









RESULTS
OF OPERATIONS



Revenue



Since
our inception on May 11, 2010 through December 31, 2012, we generated minimal revenues . We anticipate that the current economic
recession have a material adverse affect on our continuing operations.



Costs
and Expenses



Operating
expenses during year ended December 31, 2012 were $54,428, consisting of $281 in amoritzation, $580 in general and
administrative and $53,067 in professional fees. In comparison, operating expenses in the year ended December 31, 2011 were
$88,474, consisting of $281 in amortization, $1,831 in general and administrative and $86,362 in professional fees.
The decrease in total expenses from 2011 to 2012 is primarily attributable to an decrease in legal fees and EDGAR
fees.



Liquidity
and Capital Resources



As
of December 31, 2012, we had $154 in cash and did not have any other cash equivalents. The following table provides detailed information
about our net cash flow for the years ended December 31, 2012 and 2011. To date, we have financed our operations through the issuance
of stock and borrowings.



In summary,
our cash flows were as follows:



|                                          |  | Fiscal Year Ended  December 31,
|----------------------------------------- |  | -------------------------------
|                                          |  | 2012                           
|Net cash used in operating activities     |  | $                              
|Net cash used in investing activities     |  |                                
|Net cash provided by financing activities |  |                                
|Net increase (decrease) in Cash           |  |                                
|Cash, beginning of year                   |  |                                
|Cash, end of year                         |  | $                              



Operating
activities



Net
cash used in operating activities was $40,388 for the year ended December 31, 2012, as compared to $88,189 used in operating activities
for the same period in 2011. The decrease in net cash used in operating activities was primarily due to a decrease in professional
fees.



Investing
activities



Net
cash used in investing activities was $0 for the year ended December 31, 2011, as compared to $0 used in investing activities
for the same period in 2012.



11









Financing
activities



Net
cash provided by financing activities for the year ended December 31, 2012 was $36,891, as compared to $85,061 for the same period
of 2011. The decrease of net cash provided by financing activities was attributable to a decrease in proceeds from the sale of
our common stock and the line of credit.



Since
inception, we have financed our cash flow requirements through issuance of common stock and related party line of credit. As
we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations,
pending receipt of listings or some form of advertising revenues. Additionally, we anticipate obtaining additional financing
to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent
necessary to augment our working capital. In the future we need to generate sufficient revenues from product sales in order
to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be
successful in raising the necessary funds to execute our business plan.



Additionally,
we are considering focusing more of our operations on artist management and production rental services.



We
anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future
operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently
encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets. Such
risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth.



To
address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business
and marketing strategy, continually develop and upgrade our website, respond to competitive developments, and attract, retain
and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the
failure to do so can have a material adverse effect on our business prospects, financial condition and results of
operations.



Off-balance
Sheet Arrangements



The
Company has no off-balance sheet arrangements and does not anticipate entering into any such arrangements in the foreseeable future.



ITEM
7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



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



ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



See
Index to Financial Statements and Financial Statement Schedules appearing on page F-1 through F-10 of this Form 10-K.



ITEM
    9. CHANGES IN
    AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



We
have had no disagreements with our independent auditors on accounting or financial disclosures.



12









ITEM
9A (T). CONTROLS AND PROCEDURES



Our
Principal Executive Officer and Principal Financial Officer, Pamela Elliot, evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Report. Based
on that evaluation, Ms. Elliot has concluded that, as of December 31, 2012, our disclosure controls and procedures are designed
at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose
in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure.



Management’s
Report on Internal Control Over Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange
Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented
fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable.
There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error
and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance
with respect to reporting financial information.



Our
internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in
reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are
recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles
and the receipts and expenditures of company assets are made and in accordance with our management and directors
authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized
acquisition, use or disposition of assets that could have a material effect on our financial statements.



Management
has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and
criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal control over
financial reporting was effective as of December 31, 2012.



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



Changes
in Internal Control Over Financial Reporting



There
were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have
materially affected, or reasonably likely to materially affect, our internal control over financial reporting.



13









ITEM
9B. OTHER INFORMATION



None.



PART
III



ITEM
    10. DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



Directors
and Executive Officers



The
names of our director and executive officers as of December 31, 2012 and their ages, positions, and biographies are set forth
below. Our executive officers are appointed by, and serve at the discretion of, our board of directors.



|Directors     |  | Age |    | Title |  | Term
|------------- |  | --- | -- | ----- |  | ----
|Pamela Elliot |  |     | 63 |       |  |     
|Lisa Rubin    |  |     | 46 |       |  |     



Duties,
Responsibilities and Experience



Pamela
Elliot. Age, 63, President & Director of Bassline from August 18, 2011 to present. Ms. Elliot has been an
independently licensed California Real Estate agent since 1974. From March 2001 through July of 2009, Ms. Elliot was the
President and Director of E & M Group, Inc. (formerly Madison Management, Inc.). With nearly thirty years of management
experience in a variety of businesses, including real estate, retailing, manufacturing, consulting, and publishing, Ms.
Elliott brings significant experience to the positions of President and Director.



Lisa
Rubin,Age 46 , Secretary , and Treasurer; joined Bassline Productions, Inc., in December of 2012, and serves as the
Company’s Secretary and Treasurer. Ms. Rubin attended Mesa College in San Diego, studying marketing and business management.
From 1989 through present, Ms. Rubin has been employed with Jack In The Box, currently holding the position of Manager of Development
Systems, Analysis and Capital Reporting. Her position at Jack In The Box requires her to manage the development and tracking of
Restaurant Development’s capital budget to ensure it is properly utilized to meet the Company’s goal. Ms. Rubin’s
financial and management experience has led us to the conclusion that she would be capable to serve in the positions of Secretary
and Treasurer.



Family
Relationships



There
are no family relationships among any of our officers or directors.



Indemnification
of Directors and Officers



Our
Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors to the fullest extent
permitted by Nevada law.



14









Limitation
of Liability of Directors



Pursuant
to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary
damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of
loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction
from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director
may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws.
We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim
against a Director if he acted in good faith and in a manner he believed to be in our best interests.



Election
of Directors and Officers



Directors
are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified.
Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders
and until their successors have been elected and qualified.



Involvement
in Certain Legal Proceedings



No
Executive Officer or Director of the Corporation has been the subject of any Order, Judgment, or Decree of any Court of competent
jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him/her
from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director
or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing
any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.



No
Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations)
or is the subject of a criminal proceeding which is currently pending.



No
Executive Officer or Director of the Corporation is the subject of any pending legal proceedings.



Audit
Committee and Financial Expert



We
do not have an Audit Committee. Our director performs some of the same functions of an Audit Committee, such as: recommending
a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditor’s
independence, the financial statements and their audit report; and reviewing management's administration of the system of internal
accounting controls. The Company does not currently have a written audit committee charter or similar document.



We
have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because
of our start-up operations, we believe the services of a financial expert are not warranted.



15









Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors,
and persons who beneficially own more than ten percent of an issuer's common stock, which has been registered under Section 12
of the Exchange Act, to file initial reports of ownership and reports of changes in ownership with the SEC. Based upon a review
of the copies of such forms furnished to us and written representations from our executive officers and Directors, we believe
that as of the date of this filing they were all current in their filings.



Corporate
Governance



Nominating
Committee



We
do not have a Nominating Committee or Nominating Committee Charter. Our Board of Directors performs some of the functions associated
with a Nominating Committee. We have elected not to have a Nominating Committee in that we are an initial-stages operating company
with limited operations and resources.



ITEM
11. EXECUTIVE COMPENSATION



Summary
Compensation



During
the year ended December 31, 2012, neither Ms. Rubin nor Ms. Elliot received any compensation for their roles associated as the
company’s officers or in the case of Ms. Elliot as sole director.



Future
Compensation



Both
Ms. Rubin and Ms. Elliot have agreed to provide services to us without further compensation until such time as we have sufficient
earnings from our revenue.



Director
Compensation



As
a result of having limited resources we do not currently have an established compensation package for board members.



Board
Committees



We
do not currently have any committees of the Board of Directors, as our Board consisted of one member during the year ended December
31, 2012. Additionally, due to the nature of our intended business, the Board of Directors does not foresee a need for any committees
in the foreseeable future.



ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The
following table sets forth information, to the best of our knowledge, about the beneficial ownership of our common stock on March
28, 2012 relating to the beneficial ownership of our common stock by those persons known to beneficially own more than 5% of our
capital stock and by our directors and executive officers. The percentage of beneficial ownership for the following table is based
on 25,000,000 shares of common stock outstanding.



16









Security
Ownership of Management



|Name of Beneficial Owner(1)                                   |  | Number Of Shares |            | Percent Beneficially Owned
|------------------------------------------------------------- |  | ---------------- | ---------- | --------------------------
|Pamela Elliot                                                 |  |                  | 19,999,800 |                           
|All Directors, Officers and Principle Stockholders as a Group |  |                  | 19,999,800 |                           



(1) As used in this table,
“beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the
sole or shared investment power with respect to Common Stock (i.e., the power to dispose of, or to direct the disposition of,
a security). Each Party’s address is in care of the Company at 17011 Beach Blvd. Suite 900, Huntington Beach CA
92647.



“Beneficial
ownership” means the sole or shared power to vote or to direct the voting of, a security, or the sole or shared investment
power with respect to a security (i.e., thepower to dispose of or to direct the disposition of, a security). In addition,
for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that
such person has the right to acquire within 60 days from the date of this filing.



Changes
in Control



There
are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which
may at a subsequent date result in a change in control of the Company.



ITEM
    13. CERTAIN RELATIONSHIPS
    AND RELATED TRANSACTIONS, AND DIRECTOR INDEPNDENCE



The
Company utilizes office space provided at no cost from Ms. Elliot, our President and sole director. Such costs are immaterial
to the financial statements and, accordingly, have not been reflected.



Director
Independence



We
currently do not have any independent directors, as the term “independent” is defined in Section 803A of the NYSE
Amex LLC Company Guide. Since the OTC Markets does not have rules regarding director independence, the Board makes its determination
as to director independence based on the definition of “independence” as defined under the rules of the New York Stock
Exchange (“NYSE”) and American Stock Exchange (“Amex”).



ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



(1) AUDIT
FEES



The
aggregate fees billed for professional services rendered by De Joya Griffith, LLC., for the audit of our annual financial statements
and review of the financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection
with statutory and regulatory filings or engagements for fiscal years 2012 and 2011 was $11,000 and $10,250, respectively.



17









(2) AUDIT-RELATED
FEES



None.



(3) TAX
FEES



None.



(4) ALL
OTHER FEES



None.



(5) AUDIT
COMMITTEE POLICIES AND PROCEDURES



We
do not have an audit committee.



(6) If greater
than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's
financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal
accountant's full-time, permanent employees.



Not
applicable.



PART
IV



ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES



(a)

|1. | The financial
    statements listed in the "Index to Financial Statements" at page 30 are filed as part of this report.
|-- | -----------------------------------------------------------------------------------------------------------------------



|2. | Financial statement
    schedules are omitted because they are not applicable or the required information is shown in the financial statements or
    notes thereto.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. | Exhibits included
    or incorporated herein: See index to Exhibits.
|-- | --------------------------------------------------------------------





18







(b) Exhibits



|                       |                                                                                                                                 |                        | Incorporated
    by reference
|---------------------- | ------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | -----------------------------
|Exhibit
        Number | Exhibit
    Description                                                                                                         | Filed
        herewith | Form                         
|3(i)(a)                | Articles of Incorporation
    of Bassline Productions, Inc.                                                                     |                        | S-1                          
|3(ii)(a)               | Bylaws of Bassline
    Productions, Inc.                                                                                        |                        | S-1                          
|10.1                   | Subscription Agreement                                                                                                          |                        | S-1                          
|31.1                   | Certification
    of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act                              | X                      |                              
|31.2                   | Certification
    of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act                              | X                      |                              
|32.1                   | Certification
    Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act | X                      |                              



SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused the report to
be signed on its behalf by the undersigned, thereunto duly authorized.





|BASSLINE PRODUCTIONS, INC.     
|-------------------------------
|                               
|By:
    /s/ Tamio Stehrenberger
|Tamio Stehrenberger, President 
|Date: February 18, 2014        





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Signature               | Title                                                                                | Date             
|----------------------- | ------------------------------------------------------------------------------------ | -----------------
|                        |                                                                                      |                  
|/s/Tamio Stehrenberger  | President, Principal
    Executive Officer, Principal Financial Officer and Director | February 18, 2014
|Tamio Stehrenberger     |                                                                                      |                  
|                        |                                                                                      |                  
|/s/ Tamio Stehrenberger | Secretary and
    Treasurer                                                          | February 18, 2014
|Tamio Stehrenberger     |                                                                                      |                  





19







BASSLINE
PRODUCTIONS, INC.



INDEX
TO FINANCIAL STATEMENTS



FOR
THE YEARS ENDED DECEMBER 31, 2012 AND 2011





|                                                            | PAGES         
|----------------------------------------------------------- | --------------
|                                                            |               
|REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-1           
|                                                            |               
|BALANCE SHEETS                                              | F-2           
|                                                            |               
|STATEMENTS OF
    OPERATIONS                                | F-3           
|                                                            |               
|STATEMENT OF STOCKHOLDERS'
    DEFICIT                      | F-4           
|                                                            |               
|STATEMENTS OF
    CASH FLOWS                                | F-5           
|                                                            |               
|NOTES TO FINANCIAL
    STATEMENTS                           | F-6
    – F-11





20







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and Stockholders

Bassline
Productions Inc



We
have audited the accompanying balance sheets of Bassline Productions Inc (A Development Stage Company) (the
"Company") as of December 31, 2012 and 2011 and the related statements of operations, stockholders’ equity,
and cash flows for the years then ended and from inception (May 11, 2010) to December 31, 2012. Bassline Productions Inc
management is responsible for these financial statements. Our responsibility is to express an opinion on these financial
statements based on our audits.



We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control over the financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.



In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bassline
productions Inc (A Development Stage Company) as of December 31, 2012 and 2011 and the result of its operations and its cash flows
for the years then ended and from inception (May 11, 2010) to December 31, 2012, in conformity with accounting principles generally
accepted in the United States of America.



The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussedin
Note 2 to the financial statements, the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are
alsodescribed in Note 2.The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/
De Joya Griffith, LLC

Henderson,
Nevada

March
12, 2013





F-1







|BASSLINE PRODUCTIONS, INC.                                         
|-------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                      
|BALANCE SHEETS                                                     
|(audited)                                                          
|                                                                   
|                                                                   
|                                                                   
|                                                                   
|ASSETS                                                             
|                                                                   
|Current assets:                                                    
|Cash                                                               
|Total current assets                                               
|                                                                   
|Website, net                                                       
|                                                                   
|Total assets                                                       
|                                                                   
|                                                                   
|LIABILITIES AND STOCKHOLDERS' DEFICIT                              
|                                                                   
|Current liabilities:                                               
|Accounts payable                                                   
|Total current liabilities                                          
|                                                                   
|Long-term liabilities:                                             
|Line of credit                                                     
|Accrued interest payable                                           
|Total long-term liabilities                                        
|                                                                   
|Total liabilities                                                  
|                                                                   
|Stockholders' deficit:                                             
|Preferred stock, $0.001 par value, 10,000,000 shares               
|authorized, no and no shares issued and outstanding                
|as of September 30, 2012 and December 31, 2011, respectively       
|Common stock, $0.001 par value, 100,000,000 shares                 
|authorized, 25,005,000 and 25,000,000 shares issued and outstanding
|as of December 31, 2012 and December 31, 2011, respectively        
|Additional paid in capital                                         
|Deficit accumulated during development stage                       
|Total stockholders' deficit                                        
|                                                                   
|Total liabilities and stockholders' deficit                        



See
Accompanying Notes to Financial Statements



F-2









|BASSLINE PRODUCTIONS, INC.       
|---------------------------------
|(A DEVELOPMENT STAGE COMPANY)    
|STATEMENTS OF OPERATIONS         
|(audited)                        
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|Revenue                          
|                                 
|Operating expenses:              
|Amortization expense             
|General and administrative       
|Professional fees                
|Executive compensation           
|Total operating expenses         
|                                 
|Other expenses:                  
|Interest income                  
|Interest expense                 
|Total other expense              
|                                 
|Net loss                         
|                                 
|                                 
|Weighted average number of common
|shares outstanding - basic       
|                                 
|Net loss per share - basic       



See
Accompanying Notes to Financial Statements



F-3









|BASSLINE PRODUCTIONS, INC.                           
|-----------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                        
|STATEMENT OF STOCKHOLDERS' DEFICIT                   
|(audited)                                            
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|Inception, (May 11, 2010)                            
|                                                     
|May 12, 2010                                         
|Issuance of common stock for subscriptions receivable
|                                                     
|August 2, 2010                                       
|Cash received for subscriptions receivable           
|                                                     
|Net loss                                             
|                                                     
|Balance,December 31, 2010                            
|                                                     
|August 17, 2011                                      
|Issuance of common stock for cash, net offering costs
|                                                     
|Net loss                                             
|                                                     
|Balance,December 31, 2011                            
|                                                     
|December 7, 2012                                     
|Issuance of common stock for executive compensation  
|                                                     
|December 31, 2012                                    
|Forgiveness of debt - related party                  
|                                                     
|Net loss                                             
|                                                     
|Balance,December 31, 2012                            



See
Accompanying Notes to Financial Statements



F-4









|BASSLINE PRODUCTIONS, INC.                               
|---------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                            
|STATEMENTS OF CASH FLOWS                                 
|(audited)                                                
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES                     
|Net loss                                                 
|Adjustments to reconcile net income                      
|to net cash used in operating activities:                
|Amortization                                             
|Shares issued for executive compensation                 
|Changes in operating assets and liabilities:             
|Increase in accounts payable                             
|Increase in accrued interest payable                     
|                                                         
|Net cash used in operating activities                    
|                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES                     
|Purchase of website development                          
|                                                         
|Net cash used in investing activities                    
|                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES                     
|Proceeds from line of credit                             
|Repayments to line of credit                             
|Proceeds from sale of common stock, net of offering costs
|                                                         
|Net cash provided by financing activities                
|                                                         
|NET CHANGE IN CASH                                       
|                                                         
|CASH AT BEGINNING OF PERIOD                              
|                                                         
|CASH AT END OF PERIOD                                    
|                                                         
|                                                         
|SUPPLEMENTAL INFORMATION:                                
|Interest paid                                            
|Income taxes paid                                        
|                                                         
|NON_CASH INVESTING AND FINANCING ACTIVITIES:             
|Forgiveness of debt - related party                      
|Shares issued for executive compensation                 



See
Accompanying Notes to Financial Statements



F-5









BASSLINE
PRODUCTIONS, INC.

(a
Development Stage Company)

Notes
to Financial Statements

(audited)



NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Organization



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



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



Nature
of operations



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



Year
End



The
Company’s year end is December 31.



Cash
and cash equivalents



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



Website



The
Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other
costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives
of 3 years using the straight-line method for financial statement purposes. The Company has commenced amortization upon completion
of the Company’s fully operational website. Amortization expense for the years ended December 31, 2012 and 2011 was $281
and $281, respectively.



Revenue
Recognition



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



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



F-6









BASSLINE
PRODUCTIONS, INC.

(a
Development Stage Company)

Notes
to Financial Statements

(audited)



Concentrations
of Revenue



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



Advertising
Costs



Advertising
costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative
expenses for the years ended December 31, 2012 and 2011.



Earnings
per share



The
Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations
are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted
earning per common share calculations are determined by dividing net income by the weighted average number of common shares and
dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are
not considered in the computation.



Income
taxes



The
Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based
upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal
tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or
benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce
the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance
are included in the provision for deferred income taxes in the period of change.



Deferred
income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and
tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of
assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset
or liability are classified as current or non-current depending on the periods in which the temporary differences are expected
to reverse.



The
Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the
recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by
the taxing authorities. As of December 31, 2012 and 2011, the Company reviewed its tax positions and determined there were no
outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing
authorities, therefore this standard has not had a material effect on the Company.



The Company
does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.



The
Company classifies tax-related penalties and net interest as income tax expense. As of December 31, 2012 and 2011, no income tax
expense has been incurred.



F-7







BASSLINE
PRODUCTIONS, INC.

(a
Development Stage Company)

Notes
to Financial Statements

(audited)



Stock-based
compensation



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



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



Use
of estimates



The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ significantly from those estimates.



Fair
value of financial instruments



Fair
value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as
of December 31, 2012 and 2011. The respective carrying value of certain on-balance-sheet financial instruments approximated their
fair values. These financial instruments include cash, prepaid expenses, bank overdraft and accounts payable. Fair values were
assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts
approximate fair values or they are payable on demand.



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



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



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



F-8









BASSLINE
PRODUCTIONS, INC.

(a
Development Stage Company)

Notes
to Financial Statements

(audited)

Recent
pronouncements



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



NOTE
2 – GOING CONCERN



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates
the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company
is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company
has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses.
As a result, the Company incurred accumulated net losses from Inception (May 11, 2010) through the period ended December 31, 2012
of ($173,574). In addition, the Company’s development activities since inception have been financially sustained through
debt and equity financing.



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



NOTE
3 – LINE OF CREDIT



On
November 15, 2010, the Company executed a revolving credit line with a related party for up to $100,000. The related party was
an entity that is owned and controlled by a family member of one of the officers of the Company. The unsecured line of credit
bears interest at 6% per annum with principal and interest due on November 15, 2013. As of December 31, 2012, the line of credit
was terminated.



On
August 20, 2012, the related party agreed to assign the revolving credit line to a third party. The terms of the loan remain the
same. The line of credit was reclassified from a related party transaction to a third party transaction.



On
December 31, 2012, the entire balance of principal $93,076 and accrued interest of $9,704 was forgiven by the lender, who is a
shareholder of the Company, and was recorded to additional paid in capital..



Interest
expense for the years ended December 31, 2012 and 2011 was $5,485 and $3,252, respectively.



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. As of December 31, 2012, an amount of $6,190
has been used for general corporate purposes with a remaining balance of $43,810 available. As of December 31, 2012, the balance
of accrued interest was $138.



Interest
expense for the years ended December 31, 2012 and 2011 was $138 and $0, respectively.



F-9







BASSLINE
PRODUCTIONS, INC.

(a
Development Stage Company)

Notes
to Financial Statements

(audited)



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. As of December 31, 2012, an amount of $13,750
has been used for general corporate purposes with a remaining balance of $36,250 available. As of December 31, 2012, the balance
of accrued interest was $284.



As
of December 31, 2012, the Company has a total of $100,000 in revolving lines of credit with two entities of which a total of $19,940
is owed and there is a remaining balance of $80,060 available.



Interest
expense for the years ended December 31, 2012 and 2011 was $5,908 and $3,252, respectively.



NOTE
4 – INCOME TAXES



At
December 31, 2012 and 2011, the Company had a federal operating loss carryforward of $173,074 and $125,238, which begins to expire
in 2030.



Components
of net deferred tax assets, including a valuation allowance, are as follows at December 31, 2012 and 2011:



|                                |  | 2012 |         | 2011
|------------------------------- |  | ---- | ------- | ----
|Deferred tax assets:            |  |      |         |     
|Net operating loss carryforward |  | $    | 60,576  |     
|Total deferred tax assets       |  |      | 60,576  |     
|Less: Valuation allowance       |  |      | (60,576 | )   
|Net deferred tax assets         |  | $    | —       |     



The
valuation allowance for deferred tax assets as of December 31, 2012 and 2011 was $60,576 and $43,833, respectively, which will
begin to expire 2030.  In assessing the recovery of the deferred tax assets, management considers whether it is more
likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences
become deductible.  Management considers the scheduled reversals of future deferred tax assets, projected future taxable
income, and tax planning strategies in making this assessment.  As a result, management determined it was more likely
than not the deferred tax assets would not be realized as of December 31, 2012 and 2011 and maintained a full valuation allowance.



Reconciliation
between the statutory rate and the effective tax rate is as follows at December 31, 2012 and 2011:



|                                    |  | 2012 |       | 2011
|----------------------------------- |  | ---- | ----- | ----
|Federal statutory rate              |  |      | (35.0 | )%  
|State taxes, net of federal benefit |  |      | (0.00 | )%  
|Change in valuation allowance       |  |      | 35.0  | %   
|Effective tax rate                  |  |      | 0.0   | %   



F-10





BASSLINE
PRODUCTIONS, INC.

(a
Development Stage Company)

Notes
to Financial Statements

(audited)



NOTE
5 – 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 December 31, 2012.



On
August 23, 2011, the Company’s board of directors approved a 10-to-1 forward stock split with a record date of August 23,
2011. This event has been retroactively applied to these financial statements.



On
November 22, 2011, a former officer and director of the Company agreed to return and cancel 20,000,000 shares of common stock.
For accounting purposes, this transaction was accounted for as a reverse stock split. All shares and per share amounts have been
retroactively adjusted.



Common
Stock



On
May 12, 2010, the Company issued its officers and directors of the Company a total of 20,000,000 shares of its $0.001 par value
common stock at a price of $0.0001 per share for subscriptions receivable of $20,000. The Company received $4,000 in cash during
August 2010.



On
August 17, 2011, the Company issued 5,000,000 shares of common stock at a price of $0.01 per share for total cash received of
$50,000 less direct offering costs totaling $4,939. Of the total direct offering costs, $4,000 was for non-accountable expenses
for an officer and director of the Company and a former officer and director of the Company.



On
December 7, 2012, the Company issued 5,000 shares of common stock at a price of $0.10 per share for executive compensation valued
at $500. The fair value of the shares were valued according to the fair value of the executive compensation rendered.



On
December 31, 2012, a shareholder of the Company agreed to forgive a total of $102,780 in notes payable and accrued interest which
was recorded to additional paid in capital.



During
the year ended December 31, 2012, there have been no other issuances of common stock.



NOTE
6 – WARRANTS AND OPTIONS



As
of December 31, 2012, there were no warrants or options outstanding to acquire any additional shares of common stock.



F-11