**UNITED STATES**

 **SECURITIES AND EXCHANGE COMMISSION**

 **Washington, D.C. 20549**

 

**FORM 10-Q/A**

 

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

 

For the quarterly period ended: **June 30, 2014**

 

**Or**

 

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

 

For the transition period from ____________ to ____________

 

Commission File Number: **000-54497**

 

| **REVE TECHNOLOGIES, INC.**                            |
|--------------------------------------------------------|
| (Exact name of registrant as specified in its charter) |

 

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

 

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

 

 **(714) 907-1241**

(Registrant's telephone number including area code)

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No  ̈

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No  ̈

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

  

| Large accelerated filer                       |  ̈ | Accelerated filer         |  ̈ |
|-----------------------------------------------|--------|---------------------------|--------|
| Non-accelerated filer                         |  ̈ | 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) Yes  ̈ No x

 

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

 

| **Common Stock, $0.001 par value** |   | **36,997,970 shares**               |
|------------------------------------|--------|-------------------------------------|
| (Class)                            |   | (Outstanding as at August 11, 2014) |

 

 

 

 **EXPLANATORY NOTE**

 

Reve Technologies, Inc. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed with the Securities and Exchange Commission (the “SEC”) (the “Original Report”) to amend the following:

 

The Registrants cover page to its Original Report contained an incorrect selection of shell status as defined in Rule 12b-2. The registrant in fact is not a Shell nor has it been for the prescribed quarterly reports. The Company is making this amendment to properly check the box that says No, the Company is not a Shell Company as defined in Rule 12b-2 of the Exchange act. In addition corrections were made to the business section of the filing.

 

There have been no other changes to the report herein filed on Form 10-Q.

 

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

 

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

 

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

 

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

 

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

 

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**OVERVIEW AND OUTLOOK**

 

**Background**

 

Reve Technologies was incorporated in the State of Nevada on May 11, 2010. We invest in, develop and market emerging hardware, mobile and web applications.

 

The Company continued development of SwipeDial- an inexpensive picture based cell phone with simple user interface. The market for Swipedial is small children, the elderly and those with special needs. The Company expects revenue of $50-75 for each phone purchased with a $10 monthly service fee.

 

The Company continued development of Kinderkall. Kindercall is a phone watch for kids with simple user interface. The market for Kindercall is children age 5-12. Kindercall is expected to sell for $75-100 per phone.

 

The Company started beta testing WishBin.com as a website with browser plug-in to facilitate gift giving and getting. The target market is mothers and grandmothers. There will be revenue of 3-12% commission on click thru purchases.

 

The Company continued testing of and further development of Reminisce Android mobile app as a way to rediscover photos on the phone’s lock screen. There will be a per gallery download fee along with enterprise galleries with ads.

 

On February 7, 2013, we entered into an exchange agreement to purchase 100% of the outstanding shares of Match Trade, Inc. in exchange for 30,000 common shares of Reve Technologies, Inc. stock. A material condition of the acquisition was production of audited financial statements by Match Trade, Inc. On June 13, 2013, the Company postponed the closing of the merger with Match Trade, Inc. As of the date of this filing, the merger is pending delivery of audited financial statements.

 

On March 7, 2013, we entered into an exchange agreement to purchase 100% of the outstanding shares of On The Curb, LLC in exchange for 10,000 common shares of Reve Technologies stock. A material condition of the acquisition was production of audited financial statements by On The Curb, LLC. On June 18, 2013, the Company postponed the closing of the merger with On The Curb, LLC. As of the date of this filing, the merger is pending delivery of audited financial statements.

 

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**PART II – OTHER INFORMATION**

 

**Item 6. Exhibits.**

 

**Exhibit Description of Exhibit**

 

| 31.1*       |   | Chairman of the Board, Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
|-------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                |
| 32.1*  |   | Chairman of the Board, Chief Executive Officer and Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

___________

* Filed Herewith

 

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**SIGNATURES**

 

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

 

 

|                   | **Reve Technologies, Inc.**

(Registrant) |
|------------------------|-------------------------------------------|
|                   |                                      |   |   |
| Dated: October 7, 2014 | By:                                  | */s/ Tamio Stehrenberger* |   |
|                   |                                      | Tamio Stehrenberger, President, Principal Executive Officer, Principal Financial Officer and Director |   |

 

 

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