UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C.  20549




Form 10-Q




(Mark One)


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




For the quarterly period endedMarch 31, 2011





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




For the transition period from __________ to ____________




Commission file number:  333-168527




PROGAMING PLATFORMS CORP.(Exact name of Registrant as specified in its charter)Delaware

98-0663823(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)60 Mazeh Street, Apartment 12,

Tel Aviv, 65789, Israel(Address of principal executive offices)   (zip code)+972-54-222-9702(Registrant’s telephone number, including area code)N/A(Former name, former address and former fiscal year, if changed since last report)





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.




oYes      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).




oYes      o    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 Rule 12b-2 of the Exchange Act.  (Check one):




Large accelerated filer                               o

Accelerated filer                                 oNon-accelerated filer                                 o

Smaller reporting company               x(Do not check if a smaller reporting company)




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




oYes     xNo




State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:




As of May 12, 2011, there were 5,040,000 shares of the Registrant's common stock issued and outstanding.













TABLE OF CONTENTS





Pg.PART I—FINANCIAL INFORMATIONItem 1.  Financial Statements - Unaudited

2·Balance Sheets

2·Statements of Operations

3·Statements of Cash Flows

4·Notes to Financial Statements

5Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

8Item 3.Quantitative and Qualitative Disclosures About Market Risk

10Item 4.  Controls and Procedures

10PART II – OTHER INFORMATIONItem 1.  Legal Proceedings

11Item 1A.  Risk Factors

11Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

11Item 5.  Other Information

11Item 6.  Exhibits

12Signatures

13

















PART I - FINANCIAL INFORMATION





Item 1.  Financial Statements





PROGAMING PLATFORMS CORP
 (A DEVELOPMENT STAGE COMPANY)


BALANCE SHEETS




March 31,2011


December 31,(Unaudited)


2010ASSETSCurrent assets:Cash and cash equivalents

$
59,608


$
68,868Other current assets


1,625



1,460Total current assets


61,233



70,328Total assets

$
61,233


$
70,328LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable and accrued liabilities

$
18,988


$
7,644Total current liabilities


18,988



7,644Commitments and ContingenciesStockholders' equityCommon stock, par value $.0001 per share, 500,000,000  sharesauthorized; 5,000,000 shares issued and outstanding


500



500Stock subscription receivable


( 300
)


( 300
)Additional paid in capital


76,786



76,786(Deficit) accumulated during the development stage


( 34,741
)


( 14,302
)Total stockholders' equity


42,245



62,684Total liabilities and stockholders' equity

$
61,233


$
70,328








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


2


PROGAMING PLATFORMS CORP
 (A DEVELOPMENT STAGE COMPANY)





STATEMENTS OF OPERATIONS




(UNAUDITED)







For the three

From May 26, 2010months ended

date of inceptionMarch 31, 2011

March 31, 2011


Revenues

$
-


$
-Expenses:Research and development


(3,000
)


(3,000
)General and administrative


(17,681
)


(31,983
)Total operating expenses


(20,681
)


(34,983
)(Loss) from operations


(20,681
)


(34,983
)Financial income


242



242Net (loss)

$
(20,439
)

$
(34,741
)(Loss) per common share - basic and diluted

$
(0.00
)

$
(0.01
)Weighted average number of common shares outstanding


5,000,000



3,535,484




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





3





PROGAMING PLATFORMS CORP
 (A DEVELOPMENT STAGE COMPANY)





STATEMENTS OF CASH FLOWS





(UNAUDITED)







For the three

From May 26, 2010,months ended

date of inceptionMarch 31, 2011

through March 31, 2011


Operating Activities:Net (loss)

$
(20,439
)

$
(34,741
)Adjustments to reconcile net (loss) to net cash  (used in)operating activities:Changes in net assets and liabilities-Other current assets


( 165
)


( 1,625
)Accounts payable and other current  liabilities


11,344



18,988Net cash (used)  in operating activities


( 9,260
)


( 17,378
)Investing activities:


-



-Net cash (used in) investing activities


-



-Financing activities:Proceeds from issuance of shares (net of issuance expenses)


-



76,986Net cash provided by financing activities


-



76,986(Decrease) increase in cashand cash equivalents


(9,260
)


59,608Cashand cash equivalentsat beginning of period


68,868



-Cashand cash equivalentsat end of period

$
59,608


$
59,608Supplemental disclosure of cash flow information:Cash paid during the period for:Interest

$
-


$
-Income taxes

$
-


$
-


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


4


PROGAMING PLATFORMS CORP
 (A DEVELOPMENT STAGE COMPANY)






(1)General




ProGaming Platforms Corp. (“ProGaming Platforms” or the “Company”) is a Delaware corporation in the development stage and has not commenced operations. The Company was incorporated under the laws of the State of Delaware on May 26, 2010. The business plan of the Company is to engage in the development of an online gaming platform and to enter into licensing agreements with game servers in the United States in order to allow them to offer games of skill on the Company's platform as part of their member services.





The accompanying unaudited financial statements of the Company are presented in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such SEC rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been made. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2010 and the notes thereto included in the Company’s Report on Form 10-K filed with the SEC on March 22, 2011.





On March 11, 2011, the Company signed a non-binding Memorandum Of Understanding (the “MOU”) with Viumbe LLC ("Viumbe"), a limited liability company organized under the state laws of Delaware. This non-binding MOU sets the guidelines for a future license agreement to be negotiated between the Company and Viumbe. Such agreement will grant Viumbe an exclusive license to use the Company's propriety platform in North America, limited to the field of Flash Games, in consideration for 35% of related revenues, and provides as well for the Company to receive a share of the revenues realized from advertising on selected internet sites on which the Company's platform shall be assimilated.




(2)Summary of Significant Accounting Policies





Cash and Cash Equivalents





For purposes of reporting within the statement of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.





Revenue Recognition





The Company is in the development stage and has yet to realize revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.





Loss per Common Share





Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the period ended March 31, 2011.







5


PROGAMING PLATFORMS CORP
 (A DEVELOPMENT STAGE COMPANY)


Estimates





The financial statements are prepared on the basis of accounting principles generally accepted in the United States. 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 as of March 31, 2011, and expenses for the three month period ended March 31, 2011, and cumulative from inception. Actual results could differ from those estimates made by management.





Recent Accounting Pronouncements




In January 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-06, Fair Value Measurements and Disclosures (Topic 820)—Improving Disclosures about Fair Value Measurements (ASU No. 2010-06). ASU No. 2010-06 requires: (1) fair value disclosures of assets and liabilities by class; (2) disclosures about significant transfers in and out of Levels 1 and 2 on the fair value hierarchy, in addition to Level 3; (3) purchases, sales, issuances, and settlements be disclosed on gross basis on the reconciliation of beginning and ending balances of Level 3 assets and liabilities; and (4) disclosures about valuation methods and inputs used to measure the fair value of Level 2 assets and liabilities. ASU No. 2010-06 becomes effective for the first financial reporting period beginning after December 15, 2009, except for disclosures about purchases, sales, issuances, and settlements of Level 3 assets and liabilities which will be effective for fiscal years beginning after December 15, 2010. The adoption of this accounting standard had no impact on the Company's financial position or results of operations.




There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries.  None of the updates are expected to a have a material impact on the Company's financial position, results of operations or cash flows.





(3)Development Stage Activities and Going Concern





The Company is currently in the development stage, and has no operations. The business plan of the Company is to engage in the development of an online gaming platform and to enter into licensing agreements with game servers in the United States in order to allow them to offer games of skill on our platform as part of their member services.





During 2010, the Company raised $76,986, net  in cash through public offering of 2,000,000 shares of newly issued common stock, at an offering price of $0.05 per share. Such capital was raised in connection with Registration Statement on Form S-1 filed with SEC (the "Registration Statement"), and approved with effective date of October 25,2010.


On April 1, 2011, the Company commenced a private offering of shares of its restricted common stock. As of May 15, 2011, the Company has raised $40,000 in such offering. See Note 5 (Subsequent Events) for further information.





The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established any source of revenue to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of March 31, 2011, the cash resources of the Company were insufficient to meet its current business plan. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.





(4)Agreements with Related Parties





On February 28, 2011, the Company executed consulting agreements (the "Agreements") with its three officers (the "Officers") , who are also owners of 1,525,000 shares of its common stock, effective for one year from February 1, 2011. In consideration of their consulting services, pursuant to the Agreements, the Company shall pay each officer an amount of one thousand U.S. dollars (US$1,000) per month. The Officers will also be entitled to stock based compensation, in accordance with a   stock option plan to be adopted by the Company in the future.





6





PROGAMING PLATFORMS CORP
 (A DEVELOPMENT STAGE COMPANY)








(5)  Subsequent Events





On March 30, 2011 the Company's Board of Directors has approved the commencement of capital raise of up to $500,000 through private offering of its shares of its common stock, at a price per share of $1.00. The Company's Board of Directors has further approved issuance to potential finders compensation for introducing the Company of investors, of up to 20,000 shares (in aggregate) of its common stock, or two year warrants to purchase shares of the Company's common stock at price of $1.00 per share, for an amount of shares equivalent to the number of shares that are issued to the investors introduced by such finder.  As of May 12, 2011  the Company has raised  $40,000, through such private offering . No finder's fees has been paid or accrued in connection of such funds.





On May 1, 2011 the Company uploaded to its website a demonstration prototype of its online gaming platform. Currently this prototype is mainly aimed as a demonstration platform for testing its product. The demonstration platform does not enable real monetary transactions. Depending on the success of such prototype, the Company plans to develop a version of this prototype which will support monetary transactions. Such action could yield the Company minimal revenues.








7


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




FORWARD-LOOKING STATEMENTS




Certain statements that the Company may make from time to time, including all statements contained in this report that are not statements of historical fact, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the safe harbour provisions set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by words such as “plans,” “expects,” “believes,” “anticipates,” “estimates,” “projects,” “will,” “should,” and other words of similar meaning used in conjunction with, among other things, discussions of future operations, financial performance, product development and new product launches, market position and expenditures. The Company assumes no obligation to update any forward-looking statements.Additional information concerning factors which could cause differences between forward-looking statements and future actual results is discussed under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 22, 2011.





Executive Overview





We are a development stage company with limited operations and no revenues from our business operations. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues until we have completed development of our online gaming platform and enter into licensing agreements with online gaming servers to permit them to offer games of skill on our platform as part of their member services. Accordingly, we must raise cash from sources other than our operations in order to implement our marketing plan.





In our management’s opinion, there is a potential demand for our technology which will enable online game service providers to provide a platform offering financial rewards to winners of online competitive games of skill.





In the period from October 2010 to December, 2010, we sold 2,000,000 shares of our common stock through our public offering and raised $76,986 in net proceeds.





In April 2011, we raised $40,000 and issued 40,000 shares of our common stock to two non–US investors.  These transactions did not involve any underwriters, underwriting discounts or commissions, nor any public offering.  We believe these transactions were exempt from registration under Regulation S under the Securities Act.We intend to continue such fund raising activity and sell up to an additional 460,000 shares of our common stock for $460,000, through similar private offering. There is no guarantee that such activity will be successful.





Our goal in the next twelve months is to complete development of our online gaming platform and license our online gaming platform to third party licensees to permit them to offer games of skill on our platform as part of their member services.





We initially intend to focus on the following activities:





·
Completing development of our online gaming platform.·
Securing licensing agreements with online game service providers in the United States who, as part of the services offered by such online game service providers, will offer their member players the opportunity to utilize our online gaming platform to play games of skill.·
Advertising our online gaming platform online on gamers’ portals, blogs and forums with a view to achieving maximum exposure to the online gaming community.·
Hosting annual public relations events to raise awareness of our online gaming platform and the opportunity it offers to online game service providers to expand their business.








We believe that current funds will allow us to complete development of a minimal version of our online gaming platform, carry out limited marketing efforts of this  platform to third party online game service providers, and remain in business for at least until the first quarter of 2012. Thereafter, if we are unable to generate revenues for any reason, or if we are unable to make a reasonable profit after twelve months, or if we are unsuccessful with our equity offering, we may have to suspend or cease operations.





Success of aforementioned private offering activities, will enable us to complete development of a full version of our online gaming platform, carry out extensive marketing efforts, and remain in business for at least another 12 months.


8


Marketing/Advertising Strategy





In addition to advertising our online gaming platform on gamers’ portals, blogs and forums with a view to achieving maximum exposure to the online gaming community, we currently plan to market our technology and services through a select sales and marketing strategy whereby we identify key potential online game service providers that meet our licensee profile, and then contact such prospects directly. We also plan to attend industry trade shows around the world to generate new prospects, and respond to referrals from online game service providers and other industry participants. We will seek licensees with an established brand, a robust subscriber base, and sufficient resources and commitment to successfully market games of skill offered on our platform.





Results of Operations





During the period from May 26, 2010 (date of inception) through March 31, 2011, we incurred a net loss of $34,741. This loss consisted primarily of incorporation costs and administrative expenses. Additional $23,014 of offering costs have been incurred during the same period, comprised mostly of professional fees and filing fees related to our public offering. Since inception, we have sold 1,525,000 shares of common stock to our Directors.





Purchase or Sale of Equipment





Other than the purchase of access servers, work stations and relevant literature, we do not expect to purchase or sell any plant or significant equipment.





Revenues





We had no revenues for the period from May 26, 2010 (date of inception) through March 31, 2011.





Liquidity and Capital Resources





Our balance sheet as of March 31, 2011 reflects assets of $61,233, and total of cash and cash equivalents of $59,608.  Working Capital as of March 31, 2011 has been $42,245. Such working capital has been sufficient to sustain our operations to date.





In April 2011 we raised an additional $40,000 through a private placement of our restricted common stock to two non-us investors.





Over the period between May 26, 2010 and March 31, 2011 we had a minimal cash usage of approximately $17,378 related to our operations.  However, during the remaining of 2011 and beginning of 2012 we expect our cash burn rate to increase to an approximate average of $9,000 per month.  This rate is based on our Plan of Operation for the next 12 months, which involves increased activity in the fields of R&D and marketing. Such Plan of Operation is subject to changes, depending on success in our financing activities, which will enable us to increase our marketing and R&D effort, thus maximizing our potential of success.  Taking into account such cash burn rate, we have sufficient liquidity until February 2012. During such period we expect to finish our product development and engage in marketing activities.





While we believe that our marketing activities will enable us to sign several licensing agreements already in 2011 and realize some revenues, there is no guarantee that such agreements will provide us with sufficient cash flow to compensate for the aforementioned cash burn rate. Our ability to create sufficient working capital to sustain us over the next twelve month period, and beyond, is dependent our success in issuing additional debt or equity, or entering into strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.





Going Concern Consideration





Our independent auditors included an explanatory paragraph in their report on the financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors in the financial statements attached to our Registration Statement on Form S-1.





Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements.





9





CRITICAL ACCOUNTING POLICIES





Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.





The accounting policies identified as critical are as follows:





Development Stage Company





We are considered a development stage company as defined by ASC 915 “Development Stage Entities,” as we have no principal operations or revenue from any source. Operations from the inception of the development stage have been devoted primarily to strategic planning, raising capital and research and development activities.





Use of Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.




Item 3.  Quantitative and Qualitative Disclosures About Market Risk.




Not Applicable.




Item 4.  Controls and Procedures.




We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (who is acting as our principal executive officer) and our chief financial officer (who is acting as our principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.  In designing and evaluating our disclosure controls and procedures, our 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, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.




As of March 31, 2011, the end of the  period covered by this Quarterly Report (from inception through March 31, 2011), we carried out an evaluation, under the supervision and with the participation of our management, including our president and our chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on the foregoing, our president and our chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.




There have been no significant changes in our internal controls over financial reporting that occurred during the quarter ended March 31, 2011, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.




10




PART II - OTHER INFORMATION




Item 1.  Legal Proceedings.




We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us.  However, from time to time, we may become a party to certain legal proceedings in the ordinary course of business.




Item 1A.  Risk Factors.




Not Applicable.




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





In April 2011, we raised $40,000 and issued 40,000 shares of our common stock to two non–US investors.  These transactions did not involve any underwriters, underwriting discounts or commissions, nor any public offering.  We believe these transactions were exempt from registration under Regulation S under the Securities Act.





The offer and sale of all shares of our common stock listed above were affected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Regulation S promulgated under the Securities Act. The investor acknowledged the following: subscriber is not a United States Person, nor is the subscriber acquiring the shares directly or indirectly for the account or benefit of a United States Person.




Item5.                 Other Information.





On May 1, 2011 we commenced testing of an initial prototype of our online gaming platforms. The prototype is currently available for testing and demonstration purposes and does not enable real monetary transactions.




11




Item 6.                 Exhibits




Exhibit No.

Description3.1

Articles of Incorporation (Incorporated by reference from our Registration Statement on Form S-1 filed on October 19, 2010).3.2

Bylaws (Incorporated by reference from our Registration Statement on Form S-1 filed on October 19, 2010).4.1

Specimen ordinary share certificate (Incorporated by reference from our Registration Statement on Form S-1 filed on October 19, 2010).10.1



10.2



10.3



10.4



31.1*

Form of Subscription Agreement



Consulting Agreement with CEO dated February 28, 2011 (Incorporated by reference from our Annual Report on Form 10-K filed on March 22, 2011)



Consulting Agreement with CFO dated February 28, 2011 (Incorporated by reference from our Annual Report on Form 10-K filed on March 22, 2011)



Consulting Agreement with CTO dated February 28, 2011 (Incorporated by reference from our Annual Report on Form 10-K filed on March 22, 2011)



Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Tamir Levinas.31.2*

Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Doron Uziel.32.1*

Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Tamir Levinas.32.2*

Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Doron Uziel.




* Filed herewith.




12









SIGNATURES






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






Dated:  May 16, 2011 
 PROGAMING PLATFORMS CORP.




/s/Tamir Levinas


/s/ Doron UzielName: Tamir Levinas


Name:  Doron UzielTitle:   President, Chief Executive Officer and a member of the Board of Directors


Title:    Chief Financial Officer, Treasurer and Secretary(who also performs as the Principal Executive Officer)


(who also performs as Principal Financial Officer and Principal Accounting Officer)







13