UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period September 30, 2016

☐	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 0-55255

____________________________

SATYA WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Florida

(State or other jurisdiction of

incorporation or organization)

46-0636099

(I.R.S. Employer

Identification Number)


90311 Overseas Highway Tavernier, Florida (Address of principal executive offices)		33070 (Zip Code)

(786) 259-0024

(Issuer's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 þ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ 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," or "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☑
(Do not check if a smaller reporting company)		Emerging growth 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 ☑

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class		Outstanding at February 2, 2018

Common Stock, par value $.0001 per share		62,943,346 shares

		Page No.

PART I	FINANCIAL INFORMATION	3

Item 1.	Financial Statements	3

	Unaudited Condensed Consolidated Balance Sheets As of September 30, 2016 and December 31, 2015	3

	Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015	4

	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015	5

	Notes to the Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17

Item 4.	Controls and Procedures	17

PART II	OTHER INFORMATION	18

Item 1.	Legal Proceedings	18

Item 1A.	Risk Factors	18

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 3.	Defaults Upon Senior Securities	18

Item 4.	Mine Safety Disclosures	19

Item 5.	Other Information	19

Item 6.	Exhibits	19

	Signatures	20

SATYA WORLDWIDE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30,			December 31,
	2016			2015
ASSETS
Current assets
Cash and cash equivalents	$	5,569		$	389,791
Total current assets		5,569			389,791

Property and equipment, net		577			15,355
Other assets		1,374			3,376
Intangible assets		-			990,592

Total assets	$	7,520		$	1,399,114

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	91,050		$	56,851
Short term note		-			724,185
Short term note - related party		1,204,724			-
Loan payable - related party		10,780			-
Total current liabilities		1,306,554			781,036

Total liabilities		1,306,554			781,036

Commitments and contingencies

Stockholders' equity
Preferred stock par value $0.001: 20,000,000 authorized; no shares issued or outstanding as of September 30, 2016 and December 31, 2015		-			-
Common stock par value $0.0001: 280,000,000 shares authorized; 60,500,000 and 57,000,000 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively		6,050			5,700
Additional paid in capital		1,757,000			1,507,350
Accumulated other comprehensive income		15,654			15,663
Accumulated deficit		(3,077,738	)		(910,635	)
Total stockholders' equity (deficit)		(1,299,034	)		618,078

Total liabilities and stockholders' equity (deficit)	$	7,520		$	1,399,114

SATYA WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015

Sales	$	-		$	-		$	-		$	-

Operating expenses
General and administrative		72,989			114,483			812,785			219,920
Research & development		97,801			-			246,157			-
Depreciation and amortization		28			4,495			83			4,774
Loss on abandonment of property and equipment		-			-			14,652			-
Loss on impairment of intangible assets		-			-			990,592			-
Total operating expenses		170,818			118,978			2,064,269			224,694

Net loss from operations		(170,818	)		(118,978	)		(2,064,269	)		(224,694	)

Other income (expense), net
Interest, net		(24,889	)		-			(98,700	)		-
Foreign currency exchange gain/(loss)		(5,309	)		1,488			(4,134	)		5,346

Total other income (expense), net		(30,198	)		1,488			(102,834	)		5,346

Net loss	$	(201,016	)	$	(117,490	)	$	(2,167,103	)	$	(219,348	)

Other comprehensive income

Currency translation loss		304			1,271			(9	)		(2,136	)

Comprehensive loss	$	(200,712	)	$	(116,219	)	$	(2,167,112	)	$	(221,484	)

Net loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.04	)	$	(0.01	)

Weighted average common shares outstanding, basic and diluted		60,500,000			28,500,000			58,622,263			27,769,377

SATYA WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended September 30,
	2016			2015

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,167,103	)	$	(219,348	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		83			4,774
Loss on impairment of intangible assets		990,592			-
Loss on abandonment of property and equipment		14,652			-
Direct payment of expenses through short term note - related party		320,642			-
Changes in operating assets and liabilities:
Other assets		1,871			-
Accounts payable and accrued expenses		54,744			16,474
Net cash used in operating activities		(784,519	)		(198,100	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Intangible assets		-			(251,298	)
Cash paid for property and equipment		-			(3,594	)
Net cash used in investing activities		-			(254,892	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loan		-			473,980
Proceeds from short term note - related party		139,526			-
Proceeds from loan payable - related party		10,780			-
Shares issued for cash		250,000			-
Contribution of capital		-			100
Net cash provided by financing activities		400,306			474,080

Effect of exchange rate changes on cash		(9	)		2,226

Increase (decrease) in cash and cash equivalents		(384,222	)		23,314
Cash and cash equivalents, beginning of period		389,791			21,091

Cash and cash equivalents, end of period	$	5,569		$	44,405

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	105,850		$	-
Taxes	$	-		$	-

Non cash investing and financing activities:
Conversion of stockholder loan to equity	$	-		$	758,068

Intellectual property	$	990,591
Property and equipment	$	29,882
Other assets	$	1,308

	For the Three Months Ended
	September 30, 2016			September 30, 2015

Revenues	$	–		$	–
Operating expenses	$	(170,818	)	$	(118,978	)
Other income (expense), net	$	(30,198	)	$	1,488
Net loss	$	(201,016	)	$	(117,490	)

	·	A decrease of general and administrative expense of $41,494 due to consulting fees related to business development, financial advisory services, investor relations and audit and legal fees related to public company filing requirements.

	·	During the three months ended September 30, 2016, and 2015, the Company incurred Research and Development ("R&D") expense of $97,801 and $0, respectively. R&D expenses consist primarily of payments to our subsidiary and third parties for the development of software to be sold and/or leased to the general public. During the prior comparable period the Company did not incur any such costs. We expense R&D costs for the development of software to be sold to the general public as incurred until such time that technological feasibility of our product has been established. Typically, technological feasibility of our products occurs at the time our products are brought to market.

	For the Nine Months Ended
	September 30, 2016			September 30, 2015

Revenues	$	–		$	–
Operating expenses	$	(2,064,269	)	$	(224,694	)
Other income (expense), net	$	(102,834	)	$	5,346
Net loss	$	(2,167,103	)	$	(219,348	)

	·	An increase of general and administrative expense of $592,865 due to acquisition fees resulting from the Merger, consulting fees related to business development, financial advisory services, investor relations and audit and legal fees related to public company filing requirements.

	·	During the nine months ended September 30, 2016, and 2015, the Company incurred Research and Development ("R&D") expense of $246,157 and $0, respectively. R&D expenses consist primarily of payments to our subsidiary and third parties for the development of software to be sold and/or leased to the general public. During the prior comparable period the Company did not incur any such costs. We expense R&D costs for the development of software to be sold to the general public as incurred until such time that technological feasibility of our product has been established. Typically, technological feasibility of our products occurs at the time our products are brought to market.

	·	During the nine months ended September 30, 2016, the Company reviewed intangible assets for impairment and recognized an impairment charge of $990,592. The Company's intangible assets consisted of internally developed software relating to fantasy sports games. Prior to 2016, the Company developed several fantasy sports games for desktop and mobile applications for the US market. The development and launch of a portal to run the games was postponed indefinitely during the summer of 2016, due to the regulatory environment in the US related to fantasy sports. The Company shifted its focus and directed resources to partnering and developing games for the business to business market and the intangible assets were deemed to be impaired.

	·	During the nine months ended September 30, 2016, the Company abandoned property and equipment and recognized a loss on abandonment charge of $14,652. During the prior comparable period the Company did not incur any such costs.

	September 30, 2016			December 31, 2015			Increase/ (Decrease)

Current Assets	$	5,569		$	389,791		$	(384,222	)
Current Liabilities	$	1,306,554		$	781,036		$	525,518
Working Capital Deficit	$	(1,300,985	)	$	(391,245	)	$	(909,740	)

	Nine Months Ended
	September 30, 2016			September 30, 2015

Net cash used in operating activities	$	(784,519	)	$	(198,100	)
Net cash used in investing activities	$	-		$	(254,892	)
Net cash provided by financing activities	$	400,306		$	474,080

Exhibit No.		Description

3.1		Articles of Incorporation, as currently in effect*

3.2		Bylaws, as currently in effect*

4.1		Specimen common stock certificate*

10.1		Stock Purchase and Reorganization Agreement **

21.1		List of Subsidiaries

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a–14(a)/15d–14(a).

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a–14(a)/15d–14(a).

32.1		Section 1350 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Section 1350 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SATYA WORLDWIDE, INC. 10-Q