10-Q 1 mainbody.htm MAINBODY mainbody.htm
 
 


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 Ended:  30, September, 2012

o           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: 000-27831
 
logo

 SUNGAME CORPORATION
 (Exact name of registrant as specified in its charter)
     
Delaware
 
20-8017623
(State or other jurisdiction of incorporation or organization)
 
 (IRS Employee Identification No.)
     
3091 West Tompkins Avenue, Las Vegas, NV
 
89103
(Address of principal executive offices) 
 
 (Zip Code)
     
Registrant's telephone number, including area code: (702) 789-0848
 
Securities Registered pursuant to Section 12(b) of the Exchange Act:
     
Title of each class 
 
Name of each exchange on which registered
None
 
None
     
Securities Registered pursuant to Section 12(g) of the Exchange Act:
     
Common Stock, $0.001 Par Value
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes  o No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o No  x

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


 
 
 

 
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 12b2 of the Exchange Act.
 
Large accelerated filer      o
Accelerated filer                       o
Non-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)  Yes o  No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed first fiscal quarter.

As of September 30, 2012 the market value was approximately $1.776 billion based upon a close of $10.00 on September 30, 2012.  The Company would like to give fair disclosure in that the market capitalization may be overvalued due to certain factors, such as the Company, at this time, is thinly traded and we do not feel the market price has accurately reflected the merger. There are approximately 480,000 shares of our common voting stock held by non-affiliates.  This valuation is based upon the bid price of our common stock as quoted on the OTCBB on that date ($-0-).

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  o   No  o

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
 
The number of shares of common stock as of September 30, 2012 is 177,575,014 issued.
 
(DOCUMENTS INCORPORATED BY REFERENCE)
None

 
 
 
 


 
 
 
logo

 
SUNGAME CORPORATION
FORM 10-Q
 


   
Page
PART 1 – FINANCIAL INFORMATION
 
     
Item 1.
3
     
Item 2.
11
     
Item 3.
22
     
Item 4.
22
     
PART II – OTHER INFORMATION
 
     
Item 1.
24
     
Item 1A.
24
     
Item 2.
24
     
Item 3.
24
     
Item 4.
24
     
Item 5.
24
     
Item 6.
24
     
25


THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES.  SUCH STATEMNTS ARE BASED ON CURRENT EXPECTATIONS, ASSUMPTIONS, ESTIMATES AND PROJECTIONS AOUT THE COMPANY AND ITS INDUSTRY.  FORWARD-LOOKING STATEMENTS ARE SUBJECT TO KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE, ACHIEVEMENTS AND PROSPECTS TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.  THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS FOR ANY REASON EVEN IF NEW INFORMATION BECOMES AVAILABLE OR OTHER EVENTS OCCUR IN THE FUTURE.

 
 
 


 

 
 
PART I.    FINANCIAL INFORMATION


SUNGAME CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Balance Sheets


             
   
September 30,
   
December 31,
 
   
2012
   
2011
 
   
Unaudited
       
ASSETS:
           
             
   Current Assets:
           
      Cash
  $ 629     $ 13,338  
      Prepaid Expenses
    1,800       1,250  
      Security Deposits
    5,000          
                 
Total Current Assets
    7,429       14,588  
                 
   Fixed Assets
               
      Office Equipment
    2,140       2,140  
      Accumulated Depreciation
    (1,421 )     (1,100 )
 
    719       1,040  
                 
   Capitalized Software
               
      Capitalized Software
    180,644       123,444  
      Accumulated Depreciation
    (47,322 )     (8,468 )
 
    133,322       114,976  
                 
TOTAL ASSETS
  $ 141,470     $ 130,604  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
               
                 
    Current Liabilities:
               
        Accounts Payable
  $ 272,722     $ 236,726  
        Related Party Advances
    1,522,109       1,012,226  
        Accrued Liabilities
            4,319  
                 
Total Current Liabilities
    1,794,831       1,253,271  
                 
Stockholders' Deficiency:
               
                 
Common stock, par value, $0.001
    177,575       177,575  
    300,000,000 authorized with:
               
    177,575,014 issued and outstanding
               
Paid in Capital
    (282,295 )     (282,295 )
Preferred Stock, par value $0.001
               
5,000,000 authorized with none outstanding
               
                 
    Accumulated deficit
    (1,548,641 )     (1,017,947 )
                 
Total Stockholders' Deficiency
    (1,653,361 )     (1,122,667 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  $ 141,470     $ 130,604  

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

 
 

 

 
SUNGAME CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Statements of Operations

                           
October 21, 2010
 
   
Three months ended
   
Nine months ended
   
(Inception) to
 
   
September 30,
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
      2012  
                                 
Revenue:
  $ 3,260     $ 602     $ 15,695     $ 32,854     $ 20,264  
                                         
Total Revenue
    3,260       602       15,695       32,854       20,264  
                                         
Costs and Expenses:
                                       
      Depreciation
    13,559       107       39,174       321       47,964  
      General &
        Administrative
    170,807       227,739       505,203       447,873       1,518,136  
                                         
Total Expenses
    184,366       227,846       544,377       448,194       1,566,100  
                                         
Loss From Operations
    (181,106 )     (227,244 )     (528,682 )     (415,340 )     (1545,836 )
                                         
                                         
Other Income and (Expenses)
                                 
      Interest income
                                    10  
      Interest expense
    (853 )     (289 )     (2,010 )     (941 )     (2,815 )
      (853 )     (289 )     (2,010 )     (941 )     (2,805 )
                                         
Net Loss
  $ (181,959 )   $ (227,533 )   $ (530,692 )   $ (416,281 )   $ (1,548,641 )
                                         
Per Share Information
                                       
Loss per common share
  $ (0.01 )   $ (0.01 )   $ (0.01 )   $ (0.01 )        
                                         
                                         
Weighted average number
                                       
of shares outstanding
    177,575,014       81,932,192       177,575,014       81,932,192          
                                         


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

 





SUNGAME CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Statements of Cash Flows

               
October 21, 2010
 
               
(Inception of
 
               
Dev. Stage)
 
   
Nine months ended
   
through
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
 
   
Unaudited
   
Unaudited
   
Unaudited
 
                   
Cash Flows from Operating Activities
                 
     Net Loss
  $ (530,692 )   $ (416,281 )   $ (1,548,641 )
      Adjustments to reconcile net loss to
                       
         net cash provided by (used for)
                       
         operating activities
                       
        Depreciation
    39,174       321       47,964  
        Stocks issued for licensing agreement
                    165,000  
        Compensatory stock issuances
                    12,325  
        Decrease in accounts receivable
            17,600          
        (Increase)decrease in prepaid expenses
    (550 )     4,285       (1,800 )
        Increase in security deposits
    (5,000 )             (5,000 )
        Increase (decrease)in accounts payable
    35,995       21,677       152,004  
        Increase (decrease) in accrued liabilities
    (4,319 )     (2,862 )     (316 )
            Net Cash Used by Operating Activities
    (465,392 )     (375,260 )     (1,178,464 )
                         
Cash Flows from Investing Activities
                       
        Investment in capitalized software
    (57,200 )             (180,644 )
            Net Cash Used for Investing Activities
    (57,200 )     -       (180,644 )
                         
Cash Flows from Financing Activities
                       
      Related party advances
    509,883       388,078       1,359,737  
          Net cash provided by financing
                       
          activities
    509,883       388,078       1,359,737  
                         
Net Increase (decrease) in Cash
    (12,709 )     12,818       629  
                         
Cash at the Beginning of the Period
    13,338       60          
                         
Cash at the End of the Period
  $ 629     $ 12,818     $ 629  
                         
Scheduling of Non-Cash Investing and Financing Activities
                       
                         
In 2011 the Company issued 177,000,000 shares of common stock
                       
 pursuant to a reverse merger for net liabilities of $282,045.
                       
                         
Supplemental Disclosure
                       
                         
Cash paid for interest
                  $ 805  
Stock issued for merger and consulting services
            177,325       177,325  
Net liabilities assumed in the merger (paid in capital)
            286,340       286,340  

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

 




SUNGAME CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 

1.           Business and Summary of Significant Accounting Policies
 
Business
 
The Company merged with Freevi Corporation by issuing 177,000,000 shares on April 15, 2011.  Freevi brings a rich media platform to the Company revolving around its core product the “Freevi Flightdeck” ™, a graphical user interface that allows users to consume video and audio content, network with other Freevi users, engage in e-commerce transactions, and access games and other applications.  Freevi’s proprietary technologies were licensed from Chandran Holding Media, Inc., its majority shareholder at the time of its acquisition by the Company.
 
The Company was incorporated in Delaware on November 14, 2006. The Company’s fiscal year end is December 31st .
 
Summary of Significant Accounting Policies
 
Development Stage Company
 
The Company is a development stage company as defined by Accounting Standards Codified No. 915. The Company is devoting substantially all of its present efforts to establish a new business. All losses accumulated since inception, have been considered as part of the Company’s development stage activities.
 
 
 
 
 

 
 

 

SUNGAME CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

Risks and Uncertainties
 
Our business is rapidly evolving and intensely competitive, and is subject to changing technology, shifting user needs and frequent introductions of new products and services.  We have many competitors in different industries, including traditional search engines, vertical search engines, e-commerce sites, social networking sites, traditional media companies, and providers of online products and services.  Our current and potential competitors range from large and established companies to emerging startups.  Established companies have longer operating histories and more established relationships with customers and end users, and they can use their experience and resources against us in a variety of competitive ways, including by making acquisitions, investing aggressively in research and development, and competing aggressively for advertisers and websites.  Emerging startups may be able to innovate and provide products and services faster than we can.  If our competitors are more successful than we are in developing competing products or in attracting and retaining users, advertisers, and content providers, our revenues and growth rates could decline.
 
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 certain estimates and assumptions that affect the reported amounts and timing of revenue and expenses, the reported amounts and classification of assets and liabilities, and disclosure of contingent assets and liabilities. These estimates and assumptions are based on management’s future expectations for the Company’s operations. The Company’s actual results could vary materially from management’s estimates and assumptions.
 
Property and Equipment
 
Property and equipment, when acquired, will be stated at cost. Depreciation will be computed using the straight-line method to allocate the cost of depreciable assets over the estimated useful lives of the assets.
 
Software Costs
 
The costs for internal use software, whether developed or obtained, are assessed to determine whether they should be capitalized or expensed in accordance with American Institute of Certified Public Accountants’ Statement (“SOP”) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”.  Capitalized software costs are reflected as property and equipment on the balance sheet and are to be depreciated when functional.
.
 
 
 

 



SUNGAME CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011



Long Lived Assets
 
“Long-lived assets” are reviewed for impairment of value whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable or at least at the end of each reporting period. Conditions that would necessitate an impairment assessment include a significant decline in the observable market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying value of an asset is not recoverable. For long-lived assets to be held and used, management measures fair value based on quoted market prices or based on discounted estimates of future cash flows.
 
Concentration of Credit Risk
 
The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of amounts due to related parties. (see Note 5) The Company presently uses two vendors for all of its software development.
 
Income Taxes
 
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered.
 
At September 30, 2012 and 2011, the Company had net operating loss carry-forwards of approximately $1,553,000 and $190,000, which begin to expire in 2026.  At September 30, 2012 and 2011 the Company had deferred tax assets of approximately $544,000 and $67,000 created by the net operating losses, which have been offset by a 100% valuation allowance.
 
 
 
 
 

 



SUNGAME CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

 
2.        Reverse Merger
 
Effective April 15, 2011 Sungame Corporation entered into a merger agreement (the “Agreement”) with Freevi Corporation, acquiring 100% of the outstanding common stock of Freevi Corporation through the issuance of 177,000,000 shares of its common stock with no readily available market price.  Freevi Corporation was incorporated in Nevada on October 21, 2010.  The transaction was accounted for as a reverse merger as the shareholders of Freevi Corporation retained the majority of the outstanding common stock of Sungame Corporation after the share exchange.  Effective with the Agreement, the Company’s stockholders equity was recapitalized as that of Freevi Corporation, while 100% of the assets and liabilities of Sungame Corporation valued at $(282,045), consisting of cash $231, net fixed assets $1,361, accounts payable $121,265, and related party advances of $162,372, were recorded as being acquired in the reverse merger for its outstanding common shares (250,000) on the merger date.  Subsequent to the April 15, 2011 recapitalization Freevi Corporation ceased to exist, with Sungame Corporation as the sole surviving entity.  The accompanying financial statements exclude the financial position, results of operations and cash flows of Sungame Corporation prior to the April 15, 2011 merger.
 
3.        Going Concern Uncertainty and Managements’ Plans
 
In the Company’s audited financial statements for the fiscal year ended December 31, 2011, the Report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern.  The Company’s financial statements for the nine months ended September 30, 2012 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.  The Company reported a net loss of $530,692 and $446,281 for the nine months ended September 30, 2012, and 2011 respectively, and an accumulated deficit of $1,548,641 as of September 30, 2012. As of December 31, 2011 the accumulated deficit was $1,017,947. At September 30, 2012, the Company’s total current liabilities exceed total current assets by $1,787,402.  At December 31, 2011 this amount was $1,238,683.
 
The future success of the Company is likely dependent on its ability to attain additional capital, or to find an acquisition to add value to its present shareholders and ultimately, upon its ability to attain future profitable operations.  There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations.  Management believes that actions presently being taken to revise the Company’s operating and financial requirements provide the opportunity for the Company to continue as a going concern.
 
 
 
 
 

 



SUNGAME CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
 

4.        Property and Equipment
 
Capitalized software costs were $57,200 and $0 for the nine months ended September 30, 2012 and 2011 for two products that have proven technologically feasible.  Depreciation expense amounted to $39,174 and $321 for the nine months ended September 30, 2012 and 2011, respectively.
 
5.       Advance Payable, Related Party
 
At September 30, 2012 and December 31, 2011, the Company’s had working capital advances due to one of the Company’s then minority shareholders, Adversor, Inc. (“Adversor”), of $162,372.  These funds are non-interest bearing and are due on demand. Included in the Company’s accounts payable at September 30, 2012 and December 31, 2011 was $227,013 and $182,513 owed to Adversor.
 
During the nine months ended September 30, 2012 and 2011, the Company’s majority shareholder, Chandran Holding Media, Inc. (Chandran) advanced funds to the Company for operations.  The Company and Chandran also share certain members of executive management and certain employees.  At September 30, 2012 and December 31, 2011, the Company owed Chandran $1,359,737 and $849,854.  These funds are non-interest bearing and due on demand.
 
6.       Legal Matters
 
The Company is involved in a litigation in Colorado.  Broadway Holdings, Inc. vs. Sungame Corporation.  The suit is a breach of contract by Broadway Holdings, Inc. filed on or about August 2, 2011, in the District Court, Denver County, Colorado.  The litigation evolves from Broadway Holdings, Inc. contracting to perform services for Sungame and not performing those services, and two years later, the Company attempting to rectify the situation.  No specific award was sought, and the Company has counter claimed against Broadway Holdings, Inc.
 
The Company will vigorously defend itself in this lawsuit, as it believes the claims against the Company are without merit.
 
 
 
 

 

 
- 10 -



 
 
 
Statement Regarding Forward-Looking Information
 
The following discussion should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.
 
Statement Regarding Forward-Looking Information.  This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe”, “expects”, “anticipates”, “intends”, “estimates”, “projects”, “target”, “goal”, “plans”, “objective”, “should”, or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements, including, but not limited to, the availability and pricing of additional capital to finance operations.
 
Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.  The following discussion should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q.
 
Background
 
Sungame Corporation is a Delaware corporation established on November 14, 2006. The Company merged with Freevi Corporation on April 15, 2011.
 
Prior to the merger Sungame were in the process of establishing 3D virtual world communities.
 
 
 

 
 
- 11 -


 
 
Our services
 
Since the merger we are offering three services:

1.   www.Flightdeck.tv –A forum for social interaction in the genre of Facebook, Myspace, and Google Circles, but with the unique aspect of a) being neutral so that the forum is able to show content and comments from all major social networks which makes it possible for the users to “get all information and share all information” from one place and b) the focus on Video content makes the forum more attractive for users to be on and stay online a longer period of time also.

2.   www.Vidirectory.com – A corporate online video directory with 20+ million company listings, offering Social Media Marketing solutions to small and medium sized companies in the United States. We offer online professionally produced commercials to assist online searchers for goods or services  to assist in deciding what to purchase in their specific locality. In addition we provide our clients with Social Media Marketing campaigns on all major platforms (Facebook, Twitter, Pinterest, Tumblr), as well as Video Search Engine Optimization to ensure that our clients, and their content, are more visible online.

3.   Sungame Casual Game Development – Proprietary Casual Game development is in partnership with Game Aggregators.  Since 2010, we have been developing our proprietary casual game engine with the following unique features: a) allowing ourselves as well as the players to upload game assets and create their own missions, b) making it simple to change the theme and artwork to create new games for new audiences c) becoming fully compliant to Facebook game API so that it will run properly on Facebook’s social network. We are in the final phase of the first game which will be launched in the future in partnership with the game aggregator Wicked Interactive who has over 7 million active players mainly in North America.

Our Revenue streams
 
The following revenue streams are defined for each service group:

www.Flightdeck.tv
 
1.  
Advertisement revenues
 
2.  
Sales of Virtual goods, for example music, books, applications
 
3.  
Casual Games revenues for example buying game improving assets such as ammunition, weapons, energy.
 
4.  
Revenues from physical goods, any product where we partner up with a distributor of products we decide to sell.
 
 
 
 
 
 
 
- 12 -

 
 
 
www.Vidirectory.com
 
1.  
Subscription fees for Social Media services for clients advertising on the site.
 
2.  
Setup fees. For all our services in addition to the above subscription fees, we charge a setup fee.
 
3.  
Video Production fees
 
Sungame Casual Game Development

1.     Shared revenues from Proprietary Casual Game development in partnership with Game Aggregators. Game aggregators are internet portals that normally have exclusive rights to market a number of games within one or many countries. The Game Aggregator has a large number of registered and active players and they are attractive for Game Developers based on the fact that they can speed up the time from launch of a new game to high usage and revenue generation.
 
graphic1

As shown in the image above, Sungame’s Business Units are closely related to each other.
 
 
 
 
 
- 13 -

 
 
 
 
 

 graphic2
 
The image above shows how both our Social Advertising platform (Vidirectory) and Social Media Game Development platform (Sungame) are feeding our Social Media Platform (Flightdeck) with content.
 
Our marketing, sales and target customers
 
For www.Flightdeck.tv, the service is in Open Beta version and we are, during Q3 and Q4, 2012,  running our initial Social Media Marketing campaigns. In the beginning of 2013, we expect to begin marketing to our target demographics.

For www.Vidirectory.com, sales were started during Q2, 2012 and this service is expected to become revenue positive at the end of 2012.  We have the first team of sales representatives generating sales for the services for this business unit.
 
For Sungame Casual Game Development, the development of the first game (“SPION”) is in its final stage and we believe to be able to launch this game before the end of year 2012.
 
 
 
 
 
 
- 14 -


 
 

Based on our market studies, we have identified four general types of users that we will be our focus on during 2012-2016:

1.  
Social Media e-commerce consumers
 
2.  
Smartphone and Tablet users
 
3.  
Online Video consumers
 
4.  
The North American market
 
graphic3
More specifically, for our market campaigns, we will prioritize the following target customers during 2012-2013:

1.  
The 10 largest cities in USA
 
2.  
The age group 18 – 30 years of age
 
3.  
Users of at least one social network (e.g. Facebook)
 
4.  
Users that are online in average not less than 1 hour/day
 
5.  
Users that spend in average not less than $20/month online
 
All our marketing activities will be focusing on consumers meeting one or more of the above definitions.
 
 
 

 
 
- 15 -

 
 

 
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2012 (Q3 2012)
COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2011 (Q3 2011)
 
Revenues
 
For the three months ended September 30, 2012 we generated revenue of $3,260 compared to $602 for the three months ended September 30, 2011.  The increase of $2,658 is due to the product launch of Vidirectory.com.
 
Operating Expense
 
Operating expenses for the three months ended September 30, 2012 were $184,366 compared to $227,846 for the three months ended September 30, 2011.  This net decrease of $43,480 was due to less web development costs during the three months ended September 30, 2012 versus the same period in the prior year.
 
Net Loss
 
The net loss for the three months ended September 30, 2012 was $181,959 compared to a net loss of $227,533 for the three months ended September 30, 2011.  The $45,574 decrease in net loss is directly attributable to the decrease in operating expenses described above.  As of September 30, 2012, we have an accumulated deficit of $1,548,641.
 
Net Loss Applicable to Common Stock
 
Net loss applicable to common stock was $0.01 for the three months ended September 30, 2012 and $0.01 for the three months ended September 30, 2011.
 
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2012 (Q3 2012)
COMPARED TO SIX MONTHS ENDED SEPTEMBER 30, 2011 (Q3 2011)
 
Revenues
 
For the nine months ended September 30, 2012, we generated revenue of $15,695 compared to $32,854 for the nine months ended September 30, 2011.  The decrease of $17,159 was due to nonrecurring development work performed for a customer during the nine months ended September 30, 2011.
 
 
 
 

 
- 16 -


 
 

 
Operating Expenses
 
Operating expenses for the nine months ended September 30, 2012 were $544,377 compared to $448,194 for the nine months ended September 30, 2011.  The increase of $96,183 is primarily due to an increase in payroll costs post merger of $81,500 during the nine months ended September 30, 2012 versus the same period in the prior year.
 
Net Loss
 
The net loss for the nine months ended September 30, 2012 was $330,692 compared to a net loss of $486,281 for the nine months ended September 30, 2011.  The $114,411 increase in net loss is directly attributable to the increase in operating expenses described above and an increase in depreciation and amortization of $38,853 as we capitalized $180,644 of software development costs in the fourth quarter of 2011 and the first and third quarter of 2012 offset by a decrease in web development costs of $69,836.
 
Net Loss Applicable to Common Stock
 
Net loss applicable to common stock was $0.01 for the nine months ended September 30, 2012 and $0.01 for the nine months ended September 30, 2011.
 
LIQUIDITY AND CAPITAL RESOURCES
 
At September 30, 2012, we had cash on hand of $629 and total assets of $141,170; consisting of cash of $629, net fixed assets of $719 and capitalized software of $133,322.  At September 30, 2012, we had total current liabilities of $1,794,831; consisting of $272,722 of accounts payable, and related party advances of $1,522,109.  At September 30, 2012, we had a working capital deficit of $1,787,402.
 
During the nine months ended September 30, 2012, cash used in operating activities was ($465,392) compared to ($375,260) during the nine months ended September 30, 2011.  The increase is primarily due to the increase in net loss of $114,411 for the nine months ended September 30, 2012 versus the same period in the prior year.
 
During the nine months ended September 30, 2012, investment in capitalized software was $180,644 compared to $0 during the nine months ended September 30, 2011.  During the nine months ended September 30, 2012, we increased our advances from related parties by $509,883 in financing activities.  During the nine months ended September 30, 2011, we increased our related party advances by $388,078 in financing activities.
 
 
 
 

 
- 17 -


 
 

 
Outlook
 
The United States has been experiencing a widespread and severe economic recession that, among other things, has reduced availability of credit and capital financing and heightened economic risks.  We have been grossly undercapitalized in 2012 and unable to raise a significant amount of capital, other than receiving $509,833 in advances from our majority shareholder.
 
The continuing effects and duration of these developments and related uncertainties on the Company’s future operations and cash flows cannot be estimated at this time but likely will be significant, and in its audit report on our consolidated financial statements, our independent registered accounting firm has expressed substantial doubt as to our ability to continue as a going concern (see Note 2 to our consolidated financial statements).
 
We presently are unable to satisfy our obligations as they come due and do not have enough cash to sustain our anticipated working capital requirements and our business expansion plans for the remainder of 2012.  Subject to unforeseen effects of the economic risks and uncertainties discussed in the foregoing paragraph and to our ability to raise working capital, we expect to continue for the remainder of the calendar year 2012 to incur expenses related to software development.  The further delay of the rollout of our roducts will have material adverse effects on our cash flow, results of operations and financial condition including significant uncertainty as to our ability to continue as a going concern.  No assurance can be given that we will be able to secure any third party financing or that such financing will be available to us on acceptable terms.
 
Given the current financial market disruptions, credit crisis and economic recession, it is difficult at this time to obtain any third-party financing on acceptable terms, whether public or private equity or debt, strategic relationships, capital leases or other arrangements.  Furthermore, any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restricting covenants.  Strategic arrangements, if necessary to raise additional funds, may require that we relinquish rights to certain of our technologies or products or agree to other material obligations and covenants.
 
Other than the insignificant revenue realized, we do not expect to begin to realize revenue from our Facebook games until the third quarter of 2012.  So far though, we cannot provide assurance that the market will ever accept our games.  Any failure by us to sell our games within our expected schedule or on terms acceptable to us will likely have a material adverse impact on our cash flow, results of operations and financial condition.  In addition, we expect to face competition from larger, more formidable competitors as we enter the Facebook games market.  A lack of market acceptance of our Facebook games, failure to obtain additional financing, or unforeseen adverse competitive, economic, or other factors may adversely impact our cash position, and thereby materially adversely affect our financial condition and business operations.
 
 
 
 
 

 
- 18 -



 
 
We anticipate funding operations through private investments and loans made by our current shareholders.  However, we have no commitments for such funding as of the date of this report.  In addition, we anticipate generating revenue in the near future, however, we have no current commitments or contracts that could result in such revenue.  Management will have complete discretionary control over the actual utilization of said funds and there can be no assurance as to the manner or time in which said funds will be utilized.
 
We foresee that we will need a minimum of $1,500,000 to fund our operations for the next 12 months as follows:
 
System Development and Integration
 
$
700,000
 
Professional Fees
 
$
100,000
 
Sales, Marketing, Strategic Partnerships
 
$
100,000
 
General & Administrative
 
$
500,000
 
Working Capital
 
$
100,000
 
Total
 
$
1,500,000
 
 
We will need substantial additional capital to support our proposed future operations.  We have no significant revenues from operations.  We have no committed source for any funds as of the date hereof.  No representation is made that any funds will be available when needed.  In the event funds cannot be raised when needed, we may not be able to carry out our business plan, may never achieve sales or royalty income, and could fail in business as a result of these uncertainties.
 
Because of the limited financial resources that we have, it is unlikely that we will be able to diversify our operations. 
 
We anticipate generating the vast majority of our revenues from our advertisers. Advertisers can generally terminate their contracts, at any time.  Advertisers could decide to not do business with us if their investment in advertising with us does not generate sales leads, and ultimately customers, or if we do not deliver their advertisements in an appropriate and effective manner.  If we are unable to remain competitive and provide value to advertisers, they may stop placing ads with us, which would negatively harm future revenues and business.  In addition, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns.  Any decreases in or delays in advertising spending due to general economic conditions could delay or reduce our revenues or negatively impact our ability to grow our revenues.
 
In the event we are unable to achieve additional capital raising through future private or public offerings, we will limit operations to fit within our capital availability.  In such event, we will probably seek loans for operating capital.  We have not achieved any commitments for loans from any source.  In any event our business can be operated with a skeleton staff and have limited advertising/marketing budget, which could cause us to remain unprofitable and eventually fail.
 
 
 
 

 
 
- 19 -



Going Concern
 
The independent registered public accounting firm's report on our financial statements as of December 31, 2011 and 2010 includes a “going concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.
 
We are dependent on raising additional equity and/or, debt to fund any negotiated settlements with our outstanding creditors and meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to be able to negotiate acceptable settlements with our outstanding creditors or fund our ongoing operating expenses. We cannot make any assurances that we will be able to raise funds through such activities.
 
Capital Resources
 
We have only common stock as our capital resource.
 
We have no material commitments for capital expenditures within the next year, however, if operations are commenced, substantial capital will be needed to pay for software development, possible acquisitions and working capital.
 
Need For Additional Financing
 
We do not have capital sufficient to meet our cash needs. We have not generated revenue and have minimal resources to conduct planned operations. We estimate that our monthly expenses to commence planned operations within the next 12 months are approximately $125,000 (approximately $1,500,000 per year). Thus, using currently available capital resources (the primary source of which is non-binding commitments and expectations from management and current shareholders), we expect to be able to conduct planned operations for a minimum period of 3 to 4 months. We are currently relying solely on current shareholders and management to provide the necessary funds to continue operations. We do not have any commitments for such funding from shareholders or management.
  
At the present time, we have not made any arrangements to raise additional cash. Management and current shareholders are expected, but have not committed, to provide the necessary working capital so as to permit us to conduct planned operations until such time as we have begun to generate revenue and/or have become sufficiently funded.  However, if we do not begin to generate revenue or cannot raise additional needed funds, we will either have to suspend development operations until we do raise the funds, or cease operations entirely.
 
 
 
 

 
 
- 20 -



 
 
In addition, the United States and the global business community is experiencing severe instability in the commercial and investment banking systems which is likely to continue to have far-reaching effects on the economic activity in the country for an indeterminable period. The long-term impact
 
on the United States economy and our operating activities and ability to raise capital cannot be predicted at this time, but may be substantial.
 
Critical Accounting Policies
 
We have identified the policies below as critical to its business operations and the understanding of our results from operations.  The impact and any associated risks related to these policies on our business operations is discussed throughout Management’s Discussion and Analysis of Financial Conditions and Results of Operations where such policies affect our reported and expected financial results.  Note that our preparation of this document requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of expenses during the reporting periods.  There can be no assurance that actual results will not differ from those estimates.  During the nine months ended September 30, 2012, there were no significant changes in our critical accounting policies and estimates.  You should refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2011 for a more complete discussion of our critical accounting policies and estimates.
 
Risks and Uncertainties
 
We operate in an emerging industry that is subject to market acceptance and technological change.  Our operations are subject to significant risks and uncertainties, including financial, operational, technological and other risks associated with operating an emerging business, including the potential risk of business failure.
 
Software Costs    
 
The costs for internal use software, whether developed or obtained, are assessed to determine whether they should be capitalized or expensed in accordance with American Institute of Certified Public Accountants’ Statement (“SOP”) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”.  Capitalized software costs are reflected as property and equipment on the balance sheet and are to be amortized when we begin recording revenue the deemed date that the software is placed in service.
 
 
 
 
 

 
- 21 -



 
 
Income Taxes
 
We have effectively provided a full valuation allowance for the tax effects of our net operating losses during the nine months ended September 30, 2012 and for the period from inception (October 21, 2010) to September 30, 2012 to offset the deferred tax asset that might otherwise have been recognized as a result of operating losses in the current period and prior periods since, because of our history of operating losses, management is unable to conclude at this time that realization of such benefit is currently more likely than not.
 
Recent Accounting Pronouncements
 
There were no recent accounting pronouncements that would have a significant effect on our future financial position, results of operations, and operating cash flows.
 
Off-Balance Sheet Arrangements
 
As of September 30, 2012, we did not have any relationships with unconsolidated entities or financial partners, such as entities often referred to as structured finance or special purpose entities, that had been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we were engaged in such relationships.
 
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.
 
 
Evaluation of Disclosure Controls and Procedures
 
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September 30, 2012.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of such date, at a reasonable level of assurance, in ensuring that the information required to be disclosed by our company in the reports we file or submit under the Exchange Act is: (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
 
 
 
 

 
 
- 22 -



 
 
Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).  Under the supervision and with the participation of our management, including  our  Chief  Executive  Officer  and Chief  Financial  Officer,  we conducted  an  evaluation of the effectiveness of our internal control over financial reporting based on the criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission .  Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of September 30, 2012.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of  effectiveness to future  periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting pursuant to temporary rules of the Securities and Exchange Commission.
 
Changes in Internal Control Over Financial Reporting
 
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended) during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
 
 
 

 
- 23 -



 
PART II – OTHER INFORMATION
 
 
The Company is involved in a litigation in Colorado.  Broadway Holdings, Inc. vs. Sungame Corporation.  The suit is a breach of contract by Broadway Holdings, Inc. filed on or about August 2, 2011, in the District Court, Denver County, Colorado.  The litigation evolves from Broadway Holdings, Inc. contracting to perform services for Sungame and not performing those services, and two years later, the Company attempting to rectify the situation.  No specific award was sought, and the Company has counter claimed against Broadway Holdings, Inc.
 
The Company will vigorously defend itself in this lawsuit, as it believes the claims against the Company are without merit.
 
 
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.
 
 
None.
 
However, it should be noted the Sungame Corp. and Freevi Corp. have successfully engaged in a business combination, with Sungame being the surviving entity, and there was a 177,000,000 share exchange where Freevi shares were exchanged for Sungame shares, pursuant to the terms and conditions of the combination. (See 8K dated 15 April 2011)
See Item 5 for further disclosures of unregistered transactions in equity securities.
 
 
None
 
 
 
None
 
 
 
 
 
 
 
 
- 24 -



 
 
 
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.
 
SUNGAME CORPORATION
 
 
 
By: /s/   Neil Chandran                                                             
Name:   Neil Chandran
Title:     Principal Executive Officer,
              President and Chief Executive Officer,
              Chief Financial Officer and Principal
              Accounting Officer, Director
 
Date:     November 13, 2012

 
 
 
 

 
 
- 25 -