UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-Q



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



For the quarterly period ended March
31, 2013



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



Commission file number 000-54497

Bassline Productions, Inc.





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,  California |  | 92647     
|---------------------------------------------------------- |  | ----------
|(Address of principal executive offices)                   |  | (Zip Code)



(714) 907-1241

(Registrant’s telephone number,
including area code)



Copies of Communications to:

Harold P. Gewerter, Esq.

Harold P. Gewerter, Esq. Ltd.

5536 S. Ft. Apache #102

Las Vegas, NV 89148

(702) 382-1714

Fax (702) 382-1759

E-mail: harold@gewerterlaw.com



Indicate by check mark whether the issuer (1) 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 Web site, 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 whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 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 Exchange Act).

Yes
[ X ]No [  ]



The number of shares of Common Stock, $0.001 par value, outstanding
on June 10, 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.





1













BASSLINE
PRODUCTIONS, INC.

QUARTERLY
PERIOD ENDED MARCH 31, 2013



Index
to Report on Form 10-Q







|         |  |                                                                                           | Page
    No.
|-------- |  | ----------------------------------------------------------------------------------------- | ------------
|         |  | PART
    I - FINANCIAL INFORMATION                                                        |             
|Item 1.  |  | Financial
    Statements                                                                  | 3           
|         |  |                                                                                           |             
|Item 2.  |  | Management's
    Discussion and Analysis of Financial Condition and Results of Operations | 11          
|         |  |                                                                                           |             
|Item 3.  |  | Quantitative
    and Qualitative Disclosures About Market Risk                            | 14          
|         |  |                                                                                           |             
|Item 4T. |  | Controls
    and Procedures                                                               | 14          
|         |  |                                                                                           |             
|         |  | PART
    II - OTHER INFORMATION                                                           |             
|         |  |                                                                                           |             
|Item 1.  |  | Legal Proceedings                                                                         | 14          
|         |  |                                                                                           |             
|Item1A.  |  | Risk Factors                                                                              | 14          
|         |  |                                                                                           |             
|Item 2.  |  | Unregistered
    Sales of Equity Securities and Use of Proceeds                           | 14          
|         |  |                                                                                           |             
|Item 3.  |  | Defaults
    Upon Senior Securities                                                       | 15          
|         |  |                                                                                           |             
|Item 4.  |  | Mine Safety Disclosures                                                                   | 15          
|         |  |                                                                                           |             
|Item 5.  |  | Other Information                                                                         | 15          
|         |  |                                                                                           |             
|Item 6.  |  | Exhibits                                                                                  | 15          
|         |  |                                                                                           |             
|         |  | Signature                                                                                 | 16          







2







PART
I – FINANCIAL INFORMATION



Item
1. Financial Statements.







|BASSLINE
    PRODUCTIONS, INC.                                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------------------------
|(A
    DEVELOPMENT STAGE COMPANY)                                                                                                                     
|BALANCE
    SHEETS                                                                                                                                    
|(unaudited)                                                                                                                                           
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|ASSETS                                                                                                                                                
|                                                                                                                                                      
|Current
    assets:                                                                                                                                   
|Cash                                                                                                                                                  
|Prepaid
    expenses                                                                                                                                  
|Total
    current assets                                                                                                                              
|                                                                                                                                                      
|Website,
    net                                                                                                                                      
|                                                                                                                                                      
|Total
    assets                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|LIABILITIES
    AND STOCKHOLDERS' DEFICIT                                                                                                             
|                                                                                                                                                      
|Current
    liabilities:                                                                                                                              
|Accounts
    payable                                                                                                                                  
|Convertible
    notes payable - related party, net                                                                                                    
|Accrued
    interest payable - related party                                                                                                          
|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 March 31, 2013 and December 31, 2012, 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 March 31, 2013 and
    December 31, 2012,          respectively
|Additional
    paid in capital                                                                                                                        
|Notes
    receivable - related party                                                                                                                  
|Deficit
    accumulated during development stage                                                                                                      
|Total
    stockholders' deficit                                                                                                                       
|                                                                                                                                                      
|Total
    liabilities and stockholders' deficit                                                                                                       
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      



See
Accompanying Notes to Financial Statements.





3











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





See
Accompanying Notes to Financial Statements.





4













|BASSLINE
    PRODUCTIONS, INC.                                  
|----------------------------------------------------------------
|(A
    DEVELOPMENT STAGE COMPANY)                               
|STATEMENTS
    OF CASH FLOWS                                    
|(unaudited)                                                     
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|                                                                
|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 prepaid expenses                              
|Increase
    in accounts payable                                
|Increase
    in current accrued interest payable - related party
|Increase
    in long term accrued interest payable              
|                                                                
|Net
    cash used in operating activities                       
|                                                                
|CASH
    FLOWS FROM INVESTING ACTIVITIES                        
|Purchase
    of website development                             
|Payments
    for notes receivable - related party               
|                                                                
|Net
    cash used in investing activities                       
|                                                                
|CASH
    FLOWS FROM FINANCING ACTIVITIES                        
|Bank
    overdraft                                              
|Proceeds
    from convertible notes payable - related party     
|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                    
|Beneficial
    conversion featue on convertible note payable    
|                                                                







See
Accompanying Notes to Financial Statements





5











BASSLINE
PRODUCTIONS, INC.

(a
Development Stage Company)

Notes
to Financial Statements

(unaudited)



NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis
of presentation

The
interim financial statements included herein, presented in accordance with United States generally accepted accounting
principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.



These
statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary
for fair presentation of the information contained therein. It is suggested that these interim financial statements
be read in conjunction with the financial statements of the Company for the year ended December 31, 2012 and notes thereto included
in the Company’s 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.



Results
of operations for the interim period are not indicative of annual results.



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.



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 three months ended March 31, 2013 and 2012 was
$71 and $70, respectively.





6







BASSLINE
PRODUCTIONS, INC.

(a
Development Stage Company)

Notes
to Financial Statements

(unaudited)



NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



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.



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.



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 three months ended March 31, 2013 and 2012.



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 March 31, 2013. 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.





7







BASSLINE
PRODUCTIONS, INC.

(a
Development Stage Company)

Notes
to Financial Statements

(unaudited)



NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





Fair
value of financial instruments



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.



Recent
pronouncements

The
Company has evaluated the recent accounting pronouncements through June 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 March 31, 2013
of ($178,151). 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 – PREPAID EXPENSE



As
of March 31, 2013, the Company had prepaid expenses totaling $4,900 for one year of XBRL and Edgar fees. The prepaid expenses
will be amortized as the services are rendered. During the three months ended March 31, 2013, the Company recorded $0 in fees.



8











BASSLINE
PRODUCTIONS, INC.

(a
Development Stage Company)

Notes
to Financial Statements

(unaudited)



NOTE
4 – CONVERTIBLE NOTES PAYABLE – RELATED PARTY



On
March 31, 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for
a total of $8,540. The note is due in August 2013 and bears interest at 8% per annum. The principal amount is convertible into
shares of common stock at a rate of $1 per share. The Company recorded a beneficial conversion feature of $8,540 which will be
amortized over the life of the loan. During the three months ended March 31, 2013, the Company recorded $0 in amortization of
the beneficial conversion feature.



During
the three months ended March 31, 2013, the Company had interest expense – related party of $118.







NOTE
5 – LINE OF CREDIT



On
June 15, 2012, the Company executed a revolving credit line with a third party for up to $50,000. The unsecured line of credit
bears interest at 6% per annum with principal and interest due on June 16, 2015. As of March 31, 2013, an amount of $7,315 has
been used for general corporate purposes with a remaining balance of $42,865 available. As of March 31, 2013, the balance of accrued
interest was $246.



Interest
expense for the three months ended March 31, 2013 and 2012 was $108 and $0, respectively.



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 March 31, 2013, an amount of $13,750 has
been used for general corporate purposes with a remaining balance of $36,250 available. As of March 31, 2013, the balance of accrued
interest was $488.



As
of March 31, 2013, the Company has a total of $100,000 in revolving lines of credit with two entities of which a total of $21,065
is owed and there is a remaining balance of $78,935 available.



Interest
expense for the three months ended March 31, 2013 and 2012 was $312 and $0, respectively.



NOTE
6 – STOCKHOLDERS’ EQUITY



The
Company is authorized to issue 100,000,000 shares of its $0.001 par value common stock and 10,000,000 shares of its $0.001 par
value preferred stock. The Company did not authorize terms and rights of preferred shares as of September 30, 2012.



Common
Stock

During
the three months ended March 31, 2013, there have been no other issuances of common stock.



On
March 10, 2013, the Company’s board of directors approved the issuance of a dividend to the shareholders. The shareholders
shall receive 2 shares of common stock for each 1 share of common stock held. As of March 31, 2013, the Company is awaiting approval
from FINRA for the issuance.



NOTE
7 – WARRANTS AND OPTIONS



As
of March 31, 2013, there were no warrants or options outstanding to acquire any additional shares of common stock.





9







BASSLINE
PRODUCTIONS, INC.

(a
Development Stage Company)

Notes
to Financial Statements

(unaudited)



NOTE
8 – RELATED PARTY TRANSACTIONS



On
March 25, 2013, the Company loaned $100 to Match Trade, Inc., an entity that is owned and controlled by an officer, director and
shareholder of the Company. The loan bears interest at a fixed amount of $10. The Company does not expect repayment of the loan
or accured interest from Match Trade, Inc. and has reclassified this notes receivable – related party to an equity account.
Once the merger with Match Trade, Inc. is closed, these amounts will get eliminated upon consolidation with Match Trade, Inc.



NOTE
9 – SUBSEQUENT EVENTS



In
April 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total
of $25,000. The note is due in August 2013 and bears interest at 8% per annum. The principal amount is convertible into shares
of common stock at a rate of $1 per share.



In
May 2013, the Company entered into a convertible promissory note with an entity that is a shareholder of the Company for a total
of $25,000. The note is due in August 2013 and bears interest at 8% per annum. The principal amount is convertible into shares
of common stock at a rate of $1 per share.



On
June 13, 2013, the Company postponed the closing of the merger with Match Trade, Inc. Match Trade, Inc. was required to deliver
audited financial statements and footnotes to the Company and Match Trade, Inc. has not been able to deliver that yet.



On
June 18, 2013, the Company postponed the closing of the merger with On The Curb, LLC. On The Curb, LLC was required to deliver
audited financial statements and footnotes to the Company and On The Curb, LLC. has not been able to deliver that yet.







10











Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations



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



|· | our ability
    to diversify our operations;                    
|- | ----------------------------------------------------------------
|· | inability
    to raise additional financing for working capital;



|· | the fact
    that our accounting policies and methods are fundamental to how we report our financial condition and results of operations,
    and they may require our management to make estimates about matters that are inherently uncertain;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | our ability
    to attract key personnel;                                                                                                                                                                                                       



|· | our ability
    to operate profitably;                                                                                                
|- | --------------------------------------------------------------------------------------------------------------------------------------
|· | our ability
    to generate sufficient funds to operate the Bassline Productions, Inc. operations, upon completion of our acquisition;



|· | deterioration
    in general or regional economic conditions;                                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|· | adverse
    state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with
    respect to existing operations;



|· | changes
    in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
|- | ---------------------------------------------------------------------------------------------------------------------
|· | the inability
    of management to effectively implement our strategies and business plan;                           



|· | inability
    to achieve future sales levels or other operating results;
|- | ------------------------------------------------------------------------
|· | the unavailability
    of funds for capital expenditures;               



|· | other risks
    and uncertainties detailed in this report;
|- | ----------------------------------------------------------



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



References
in the following discussion and throughout this quarterly report to “we”, “our”, “us”, “Bassline”,
“the Company”, and similar terms refer to Bassline Productions, Inc. unless otherwise expressly stated or the context
otherwise requires.



OVERVIEW
AND OUTLOOK



Background



Bassline
Productions, Inc. 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 March 31, 2013, we generated no revenues from that line of business.





11









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 March 31, 2013 the Company had an accumulated deficit of $178,151. The ability of the
Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it
becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.



The
Company is currently contemplating an offering of its equity or debt securities to finance continuing operations. There are no
agreements or arrangements currently in place or under negotiation to obtain such financing, and there are no assurances that
the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.



The
ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described
in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.



RESULTS
OF OPERATIONS



During
the three months ended March 31, 2013, we generated revenue of $0. During the three months ended March 31, 2012, we generated
revenue of $12,000 from one customer.



Operating
expenses during the three months ended March 31, 2013 were $4,147 all of which consisted of general and administrative expenses
such as accounting, professional and miscellaneous office expenditures. In comparison, operating expenses for the period ended
March 31, 2012 were $25,650 all of which consisted of general and administrative expenses such as accounting, professional and
miscellaneous office expenditures.



We
have not been profitable from our inception in 2010 through March 31, 2013, and our accumulated deficit amounts to $178,151. There
is significant uncertainty projecting future profitability due to our history of losses and lack of revenues. In our current state
we have no recurring or guaranteed source of revenues and cannot predict when, if ever, we will become profitable. There is significant
uncertainty projecting future profitability due to our minimal operating history and lack of guaranteed ongoing revenue streams.



Liquidity
and Capital Resources



As
of March 31, 2013, we had $2 in cash and did not have any other cash equivalents. The following table provides detailed information
about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our
operations through the issuance of stock and borrowings.



The
following table sets forth a summary of our cash flows for the three months ended March 31, 2013 and the period ending March 31,
2012:





|                                          |  | Three Months Ended March 31, 2013 |        | Period Ended March 31, 2012
|----------------------------------------- |  | --------------------------------- | ------ | ---------------------------
|Net cash used in operating activities     |  | $                                 | (9,717 | )                          
|Net cash used in investing activities     |  |                                   | (100   | )                          
|Net cash provided by financing activities |  |                                   | 9,665  |                            
|Net increase (decrease) in Cash           |  |                                   | (152   | )                          
|Cash, beginning                           |  |                                   | 154    |                            
|Cash, ending                              |  | $                                 | 2      |                            







12







Since
inception, we have financed our cash flow requirements through issuance of common stock. 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. In August of 2011, we completed the funding of our $50,000 registered offering. Additionally we anticipate
obtaining additional financing to fund operations through additional common stock offerings, to the extent available, or to obtain
additional financing to the extent necessary to augment our working capital.



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, provide national and regional industry participants with an effective,
efficient and accessible website on which to promote their products and services through the Internet, 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.



Operating
activities



Net
cash used in operating activities was $9,717 for the period ended March 31, 2013, as compared to $13,787 used in operating activities
for the period ended March 31, 2012. The increase in net cash used in operating activities was primarily due to an increase in
general and administrative expenses, as well as professional fees.



Investing
activities



Net
cash used in investing activities was $100 for the period ended March 31, 2013, as compared to $0 used in investing activities
for the same period in 2012.



Financing
activities



Net
cash provided by financing activities for the period ended March 31, 2013 was $9,665 as compared to $10,136 for the same period
of 2012. The decrease of net cash provided by financing activities was mainly attributable to an offering of common stock for
cash that did not result in as much cash as the precious period.



We
believe that cash flow from operations will not meet our present and near-term cash needs and thus we will require additional
cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital
requirements for the next 12 months. We will require additional cash resources due to changed business conditions, implementation
of our strategy to expand our sales and marketing initiatives, increase brand awareness, or acquisitions we may decide to pursue.
If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements,
we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity
securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations
and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow
the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional
funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall
business prospects.



Off-Balance
Sheet Arrangements



We
did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to investors.



13







Item
3. Quantitative and Qualitative Disclosure About Market Risk



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



Item
4T. Controls and Procedures

Evaluation
of Disclosure Controls and Procedures



Our
Principal Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Report. Based on that evaluation, it was
concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not 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 and principal financial
officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



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 are reasonably likely to materially affect, our internal control over financial reporting.



Limitations
on Effectiveness of Controls and Procedures



In
designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition,
the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management
is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.



PART
II—OTHER INFORMATION



Item
1. Legal Proceedings.



We
are not a party to any material legal proceedings.



Item
1A. Risk Factors



The
risk factors listed in our 2012 Form 10-K on pages 5 to 10, filed with the Securities Exchange Commission on March 29, 2013, are
hereby incorporated by reference.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.



Stock
Issuances



None.



Issuer
Purchases of Equity Securities



We
did not repurchase any of our equity securities from the time of our inception through the period ended March 31, 2013.



14







Item
3. Defaults Upon Senior Securities.



None.





Item 4. Mine Safety Disclosures.



None.



Item
5. Other Information.



None.



Item
6. Exhibits.



|Exhibit
    No.                                                                                                                                                                                                                                                                                                                                                                                       |  | Description                                                                                                                                                                                                    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                
|31.1                                                                                                                                                                                                                                                                                                                                                                                                  |  | Certification
    of Principal Executive Officer & Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                
|32.1                                                                                                                                                                                                                                                                                                                                                                                                  |  | Certifications
    of Principal Executive Officer & Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002                   
|                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                
|101.INS*                                                                                                                                                                                                                                                                                                                                                                                              |  | XBRL Instance
    Document                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                
|101.SCH*                                                                                                                                                                                                                                                                                                                                                                                              |  | XBRL Taxonomy
    Extension Schema                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                
|101.CAL*                                                                                                                                                                                                                                                                                                                                                                                              |  | XBRL Taxonomy
    Extension Calculation Linkbase                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                
|101.DEF*                                                                                                                                                                                                                                                                                                                                                                                              |  | XBRL Taxonomy
    Extension Definition Linkbase                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                
|101.LAB*                                                                                                                                                                                                                                                                                                                                                                                              |  | XBRL Taxonomy
    Extension Label Linkbase                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                                                                                                                                                                                                
|101.PRE*                                                                                                                                                                                                                                                                                                                                                                                              |  | XBRL Taxonomy
    Extension Presentation Linkbase                                                                                                                                                              
|*XBRL
    (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus
    for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18
    of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.







15









SIGNATURE



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



|                        |  | BASSLINE
    PRODUCTIONS, INC.
|----------------------- |  | ------------------------------
|                        |  |                               
|                        |  |                               
|Date: June
    20, 2013 |  | By:                           
|                        |  |                               
|                        |  |                               
|                        |  |                               







16