UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)
☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
For the fiscal year ended December 31, 2016
OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
For the transition period from ___________ to ___________

Commission file number: 0-55255

Satya Worldwide, Inc.

(Exact name of registrant as specified in its charter)

Florida		46-0636099
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~90311~~420 ~~Overseas~~Lexington ~~Highway~~Avenue, Suite ~~201~~2320

~~Tavernier~~New York, ~~Florida 33070~~NY 10170

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (~~786~~646) ~~259~~ 975-~~0024~~9246

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.0001 per share

(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 ☐ No ☒

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 ☐ No ☒

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 ☐ ☒ 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 ☐ ☒ No ☐☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

TABLE OF CONTENTS

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

~~The~~Indicate ~~aggregate market value of the registrant's Common Stock held~~ by ~~non-affiliates~~check ~~was~~mark ~~$1,650,000,~~whether ~~based on~~ the ~~price of $0.55 per share of Common Stock on February 3, 2017. Shares of Common Stock known by the~~ registrant tois bea ~~beneficially~~shell ~~owned~~company (as ofdefined ~~February 3, 2017 by the registrant's directors and the registrant's executive officers subject to Section 16 of the Securities Exchange Act of 1934 are not included~~ in ~~the computation. The registrant, however, has made no determination that such persons are "affiliates" within the meaning of~~ Rule 12b-2 ~~under~~of the ~~Securities~~ Exchange Act ~~of 1934~~). Yes ☐ No ☒

AtThe ~~February~~aggregate ~~28,~~market ~~2017,~~value ~~there~~of ~~were~~the 60registrant's Common Stock held by non-affiliates was $1,~~500~~400,000, ~~shares~~based on the price of $0.40 per share of Common Stock on June 30, 2016. Shares of Common Stock known by the registrant to be beneficially owned as of June 30, 2016 by the registrant's ~~Common~~directors ~~Stock~~and ~~issued~~the ~~and~~registrant's ~~outstanding~~executive officers subject to Section 16 of the Securities Exchange Act of 1934 are not included in the computation. The registrant, however, has made no determination that such persons are "affiliates" within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934.

At May 23, 2018 there were 63,503,346 shares of the registrant's Common Stock issued and outstanding.

TABLE OF CONTENTS

Satya Worldwide, Inc.

FORM 10-K

For The Fiscal Year Ended December 31, ~~2015~~2016

TABLE OF CONTENTS

		Page
PART I		3
Item 1.	Business	3
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	65
PART II		65
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	65
Item 6.	Selected Financial Data	76
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	76
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	109
Item 8.	Financial Statements and Supplementary Data	109
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	2123
Item 9A.	Controls and Procedures	2123
Item 9B.	Other Information	2325
PART III		2325
Item 10.	Directors, Executive Officers and Corporate Governance	2325
Item 11.	Executive Compensation	27
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2927
Item 13.	Certain Relationships and Related Transactions, and Director Independence	30
Item 14.	Principal Accounting Fees and Services	3130
PART IV		3130
Item 15.	Exhibits, Financial Statement Schedules	3130
	Signatures	3231

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Explanatory Notes

In this Annual Report on Form 10-K, Satya Worldwide, Inc. is sometimes referred to as the "Company", "we", "our", "us" or "registrant" and U.S. Securities and Exchange Commission is sometimes referred to as the "SEC".

PART I

Item 1. Business.

Our Company

Overview

~~During~~Satya ~~2015~~Worldwide, weInc. ~~decided~~("Satya," ~~to no longer engage in~~ the ~~business of publishing e-books and to pursue a different line of business for the company. In May 2016~~"Company," "we ~~acquired Global Fantasy Sports~~," ~~Inc.~~"us," ~~a Florida corporation (~~"~~GFS~~our"), ~~which~~ is a ~~developer~~Florida ofcompany ~~online~~incorporated ~~daily~~on ~~fantasy~~March ~~sports~~26, ~~games~~2012. As aSatya ~~result of our GFS acquisition, the Company~~ is ~~now~~comprised ~~pursuing~~of ~~opportunities in~~ the ~~online~~parent ~~sports~~company ~~entertainment~~Satya ~~industry and as of December 31~~Worldwide, ~~2015~~Inc., ~~we wrote off our assets associated with e~~wholly-~~book~~owned ~~publishing~~subsidiaries, ~~which~~Global ~~were~~Fantasy minimal. The reader should note that the results of operation shown in this Annual Report reflect the Company's prior e-book publishing business operations and do not reflect the Company's current business operationSports, ~~business plans and financial results~~Inc. ~~Information regarding the audited financial results for GFS for the year ended December 31~~("GFSI"), ~~2015~~and ~~can~~its' ~~be found in our Form 8~~wholly-Kowned ~~Current~~subsidiary ~~Report~~How ~~filed~~Far ~~on June 6~~Games, ~~2016~~LLC ("HFG").

WeAcquisition qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, which became law in April 2012. Under the JOBS Act, "emerging growth companies", can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to avail ourselves of ~~this~~Global ~~exemption~~Fantasy ~~from new or revised accounting standards and~~Sports, ~~therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies~~Inc. ~~See "Summary of Financial Data" for additional information.~~

~~Our~~On ~~principal~~May ~~executive~~26, ~~offices~~2016, ~~are~~(the ~~located~~"Closing atDate") ~~90311~~the ~~Overseas~~Company ~~Highway,~~and ~~Tavernier~~GFSI a privately held company, ~~Florida 33070. Our~~entered ~~telephone~~into ~~number~~an isAmended and Restated Stock Purchase and Reorganization Agreement (~~786~~the "Acquisition Agreement"). ~~259~~Under the terms of the GFSI Acquisition Agreement, the then-~~0024~~existing stockholders of GFSI exchanged all of their shares of common stock for newly issued common shares of the Company (the "Share Exchange") for a total of 27,000,000 newly issued shares of the Company's common stock. Global Fantasy Sports, Inc. incurred $327,000 of acquisition costs with respect to the Merger Agreement.

~~Our~~The ~~Business~~GFSI Acquisition together with the earlier January 2017 purchase of 30,000,000 newly issues shares of the Company's common stock resulted in the former owners of Global Fantasy Sports, Inc. owning approximately 95.0% of Satya Worldwide, Inc.'s common stock as of the closing date. The GFSI Acquisition has been treated as a reverse merger and recapitalization of GFSI for financial accounting purposes and the Company will continue the existing business operations of GFSI as a wholly-owned subsidiary. The historical financial statements presented in these financial statements are those of Global Fantasy Sports, Inc. and Global Fantasy Sports, Ltd., both of which were under common control prior to the asset sale disclosed below, and of the consolidated entities from the date of GFSI Acquisition forward. As a result of this transaction, the equity sections of Global Fantasy Sports, Inc. financial statements for all prior periods presented reflect the recapitalization described above and are consistent with the December 31, 2016 and December 31, 2015 consolidated balance sheets presented for the Company.

WeGlobal ~~are~~Fantasy aSports, ~~Business~~Inc. towas ~~Business~~incorporated ~~(B2B)~~on ~~developer~~March 26, 2012 under the laws of ~~sports~~the ~~entertainment~~State ~~and~~of ~~fan-centric,~~Florida ~~second-screen~~for ~~games~~the ~~and~~sole ~~experiences~~purpose ~~comprising~~of ~~both~~acquiring ~~social~~certain intellectual property and ~~fully~~a ~~legally~~subsidiary ~~compliant~~of ~~gaming~~Global ~~models~~Fantasy Sports, Ltd., Wea ~~were~~foreign ~~formed~~entity toorganized ~~enter~~in ~~into~~Gibraltar ~~the~~under ~~daily~~their ~~fantasy~~laws. ~~sports~~The ~~market~~principal inactivity ~~the~~of ~~United~~Global ~~States. In~~Fantasy ~~2016~~Sports, ~~after~~Ltd. ~~reviewing~~is the ~~regulatory~~development of software relating to fantasy sports games and ~~legislative~~entertainment ~~issues~~products. ~~arising~~Under ~~over~~a ~~daily~~sale ~~fantasy~~agreement ~~sports~~dated March 14, we2016, ~~pivoted~~Global ~~our~~Fantasy ~~business~~Sports, Ltd. sold all its rights to ~~being~~its aintellectual ~~business-~~property relating to~~-business~~ ~~oriented~~its fantasy games software ~~development~~and ~~company~~its ~~supplying~~ownership ~~sports~~of ~~entertainment~~How ~~and~~Far ~~fan-centric~~Games LLC to Global Fantasy Sports Inc. in exchange for 14,000,000 ~~second-screen~~shares ~~games~~of Global Fantasy Sports, Inc. The assets and ~~experiences~~liabilities transferred to ~~businesses~~Global ~~who~~Fantasy ~~offer~~Sports, ~~social~~Inc. ~~gaming~~relate ~~experiences~~ to ~~end~~interests ~~users~~under common control and were recorded at historical cost and the operations were consolidated as if the asset sale had occurred as of the beginning of the earliest period presented in our consolidated financial statements.

As a result of the foregoing transactions the principal current activity of the Company is the development of software relating to fantasy sports games and entertainment products with the intention to commercialize the games as soon as reasonably practicable. Satya, GFSI, and HFG are hereafter collectively referred to as "the Company," "we," "us," "our."

The Company's office is at 420 Lexington Avenue; Suite 2320, New York NY 10170.

Formation of Subsidiaries

On November 2, 2016, the Company formed Global Fantasy Sports (Gibraltar) Limited ("GFSL."), a wholly-owned foreign subsidiary organized in Gibraltar under their laws. GFSL was formed to undertake future business to business ("B2B") opportunities.

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Our Business

We were formed to develop and market daily fantasy sports games to consumers in the United States. Faced with the challenges to our Business to Consumer business proposition, which included extreme competition and changes in the regulatory environment. Thus, in 2016, we pivoted our business to becoming a business-to-business oriented software development company supplying sports entertainment and fan-centric, second-screen games and experiences to businesses who offer social gaming experiences to end users.

Our Games

We strive to design games which are challenging as well as fun and believe that the games should engage with the player's expectations and creatively challenge winning strategies. By attention to detail, collaborative design and a true alignment to each individual sport, we aim to create social gaming platforms that deliver at all levels of fan engagement. By offering a wider user experience, and lower barriers to entry, our strategy is simple: to create fun, engaging sports games that offer a wide user experience than the traditional social game platforms available today.

Partnerships

In the third quarter of 2016, we entered into discussions with Ourgame, a provider of online card and board games in China. Ourgame has announced its intention to become a provider "global sports games and entertainment company." In anticipation of joint venturing with Ourgame, we developed a daily fantasy sports soccer game which covers matches scheduled across several Asian international world leagues to include EPL, European and Chinese leagues. In the first quarter of 2017, our new formed GFS Gibraltar Limited subsidiary, entered into an agreement with Ourgame to distribute the soccer game in China. Pursuant to the agreement, we have certain obligations to fund working capital requirements for the game. The games we developed for our Ourgame partnership have been integrated into integrated in Ourgame's platform and tested, and are now ready to be released upon the upcoming start of the Chinese Soccer League season.

Competition

Competition in the US daily fantasy sports market is fierce. Two companies, FanDuel and DraftKings dominate the market, holding an approximately 90+% of the daily fantasy sports marketplace. In addition, they have raised a combined total of over $1 billion in financing and spent large portions of that money on traditional mass media advertising such as television and professional team sponsorships. ~~Recently,~~ ~~they~~The two companies had announced a ~~planned~~ merger~~. However,~~ ~~despite~~which ~~holding~~was ~~almost~~then ~~the~~cancelled ~~entire~~due ~~daily~~to ~~fantasy~~antitrust ~~sports~~regulatory ~~marketplace,~~concerns. Due ~~they~~to ~~hold~~our ~~less~~inability ~~than~~to 5%compete ofwith ~~the~~these ~~total~~two ~~fantasy~~larger ~~sports~~companies ~~market~~for ~~when~~consumers ~~you factor~~ in 41the ~~million~~United ~~traditional~~States, ~~season~~we ~~long~~have ~~participants. We~~refocused ~~intend~~our onbusiness ~~competing~~to partnering with ~~these larger~~ companies ~~by offering products~~ that ~~cater~~already tohave aestablished ~~wider~~customer ~~audience than current daily fantasy sports offerings~~bases, ~~offers~~on ~~greater~~a ~~transparency~~worldwide ~~and fairness but above all, delivers true fan engagement through tradition, history and the identity of the sport~~basis.

Marketing

~~Through~~We ~~various~~market ~~partnerships~~our ~~and~~existing ~~joint~~games ~~ventures,~~and weour ~~intend~~ability ~~on serving the traditional sports fan markets as well as aiming~~ to ~~capture~~produce ~~the~~ new ~~generations~~games ofto ~~sports~~directly ~~fans~~to bypotential ~~embracing~~joint ~~new~~venture ~~social~~partners ~~media~~and ~~dynamics,~~licensees. ~~understanding~~We ~~how~~do ~~Millennials~~not ~~consume~~intend ~~their~~on ~~favorite~~marketing ~~sports~~directly ~~and how~~ to ~~truly engage with them~~consumers.

Revenue Sources

As a B2B game supplier, we will seek to generate revenue ~~though~~through licensing fees and negotiated revenue splits with it our licensees and joint venture partners.

Government Regulation of Data

In the area of information security and data protection, many states have passed laws requiring notification to users when there is a security breach for personal data, such as the 2002 amendment to California's Information Practices Act, or requiring the adoption of minimum information security standards that are often vaguely defined and difficult to practically implement. The costs of compliance with these laws may increase in the future as a result of changes in interpretation. Furthermore, any failure on GFS' part to comply with these laws may subject us to significant liabilities.

We are also subject to federal, state and foreign laws regarding privacy and protection of member data. We post our privacy policy and user agreement which describe our practices concerning the use, transmission and disclosure of member data. Any failure by us to comply with its posted privacy policy or privacy related laws and regulations could result in proceedings against us by governmental authorities or others, which could harm our business. In addition, the interpretation of data protection laws, and their application to the Internet is unclear and in a state of flux. There is a risk that these laws may be interpreted and applied in conflicting ways from state to state, country to country, or region to region, and in a manner that is not consistent with our data protection practices. Complying with these varying international requirements could cause us to incur additional costs and change its business practices. Further, any failure by us to adequately protect its members' privacy and data could result in a loss of member confidence in our services and ultimately in a loss of members and customers, which could adversely affect our business.

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In addition, because our services are accessible worldwide, certain foreign jurisdictions have claimed and others may claim that we are required to comply with their laws, including jurisdictions where we have no local entity, employees or infrastructure.

Employees

As of ~~February~~January 2831, ~~2017~~2018, we employed ~~ten~~three full-time employees. We also utilize the services of several part time employees and consultants with the precise number of part-time employees and consultants varying based upon our needs. In addition, our Ukrainian subsidiary has 12 full time employees. None of our employees are currently represented by a trade union, and we consider our relations with our employees to be good.

Item 1A. Risk Factors.

Not applicable to smaller reporting companies.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

We currently lease ~~approximately~~ office space on a month-to-month basis for our headquarters at the offices of our corporate attorneys, which are located at ~~90311~~420 ~~Overseas~~Lexington ~~Highway,~~Avenue; ~~Tavernier~~Suite 2320, ~~Florida~~New ~~33070~~York NY 10170. We believe that this space is presently adequate for our needs.

Item 3. Legal Proceedings.

We are not a party to any legal proceedings, nor are we aware of any threatened litigation whatsoever.

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Item 4. Mine Safety Disclosures

Not applicable to smaller reporting companies.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

During the ~~2015~~2016 and ~~2014~~2015 calendar years, our Common Stock was quoted for trading on the OTC Marketplace under the symbol "STYA" and is currently trading under the symbol "GSEG".

The following table shows, for each quarter of the ~~2015~~2016 and ~~2014~~2015 calendar years, the range of reported high and low bid quotations of our Common Stock as reported by the OTC Market. The quotations from the OTC Market reflect inter-dealer prices without retail mark-up, mark-down, or commissions and may not represent actual transactions.

	High		Low
2016:
Fourth quarter, ended December 31, 2016	$	0.55	$	0.50
Third quarter, ended September 30, 2016		0.50		0.30
Second quarter ended June 30, 2016		0.40		0.12
First quarter ended March 31, 2016		0.25		0.25
2015:
Fourth quarter, ended December 31, 2015	$	0.25	$	0.25
Third quarter, ended September 30, 2015		0.25		0.25
Second quarter ended June 30, 2015		0.25		0.25
First quarter ended March 31, 2015		0.25		0.25
2014:
Fourth quarter, ended December 31, 2014	$	0.25	$	0.25
Third quarter, ended September 30, 2014		0.25		0.25
Second quarter ended June 30, 2014		0.25		0.25
First quarter ended March 31, 2014		0.25		0.25

~~Holders~~- of5 ~~Record~~-

As of December 31, 2015 and December 31, 2014, respectively, there were 33 and 17 shareholders of record of the Company's common stock.

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Holders of Record

As of December 31, 2016 and December 31, 2015, respectively, there were 33 shareholders of record of the Company's common stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance our operations, and to expand our business. Subject to the rights of holders of preferred stock, any future determination to pay cash dividends will be at the discretion of our board of directors and will be dependent upon our financial condition, operating results, capital requirements, limitations under Florida law and other factors that our board of directors considers appropriate.

Item 6. Selected Financial Data.

Not applicable to smaller reporting companies.

Item 7. Management's Discussion And Analysis Of Financial Condition And Results Of Operations

The following management's discussion and analysis ~~reflects~~should be read in conjunction with our ~~legacy~~historical efinancial statements and the related notes. The management's discussion and analysis contains forward-~~book~~looking ~~publishing~~statements ~~business~~that involve risks and uncertainties, such as statements of ~~December~~our 31plans, ~~2015~~objectives, expectations and ~~does~~intentions. Any statements that are not ~~reflect~~statements ~~our~~of ~~new~~historical ~~business~~fact asare aforward-looking ~~provider~~statements. ofWhen ~~online~~used, ~~daily~~the ~~fantasy~~words ~~sports~~"believe," ~~products~~"plan," ~~through~~"intend," ~~our~~"anticipate," ~~recently~~"target," ~~acquired~~"estimate," ~~GFS~~"expect" ~~subsidiary~~and the like, and/or future tense or conditional constructions ("will," "may," "could," "should," etc.), ~~Information~~or ~~regarding~~similar ~~the~~expressions, ~~audited~~identify ~~financial~~certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results ~~for~~or ~~GFS~~events ~~for~~to differ materially from those expressed or implied by the ~~year~~forward-looking ~~ended~~statements ~~December~~in ~~31,~~this ~~2015~~Report. ~~can~~The beCompany's ~~found~~actual results and the timing of events could differ materially from those anticipated in ~~our~~these ~~Form~~forward-looking 8statements as a result of several factors. The Company does not undertake any obligation to update forward-Klooking ~~Current~~statements ~~Report~~to ~~filed~~reflect onevents ~~June~~or 6,circumstances ~~2016~~occurring after the date of this Report.

~~Year~~The ~~Ended~~discussion ~~December~~and 31analysis of our financial condition and results of operations are based on our consolidated financial statements, ~~2015~~which ~~Compared~~we have prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to ~~December~~make 31estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, ~~2014~~as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate such estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

During the years ended December 31, 2015 and December 31, 2014, the Company was engaged in the business of digital book publishing. The following discusses the results of our legacy digital book publishing business and does not reflect our current daily fantasy sports business.Overview

~~Revenues. Revenues~~Satya ~~consisted~~Worldwide, ofInc. ~~book~~("Satya," ~~royalties~~the ~~from~~"Company," ~~our~~"we," ~~literary~~"us," ~~catalog~~"our"), ~~which~~is ~~included~~a ~~two~~Florida ~~books~~company atincorporated ~~December~~on ~~31,~~March ~~2015~~26, ~~and~~2012. ~~December~~Satya ~~31,~~is ~~2014. For~~comprised of the ~~year~~parent ~~ended~~company ~~December~~Satya 31Worldwide, ~~2015~~Inc., ~~revenues~~wholly-owned ~~were~~subsidiaries, ~~$103~~Global ~~and~~Fantasy ~~decreased~~Sports, byInc. $3("GFSI"),~~613,~~ asand ~~compared~~its' towholly-owned ~~the~~subsidiary ~~year~~How ~~ended~~Far ~~December 31~~Games, ~~2014,~~LLC ~~for which revenues were $3,716~~("HFG").

~~Selling,~~Acquisition ~~General and Administrative Expenses. Selling, general and administrative expenses consisted primarily~~ of ~~corporate~~Global ~~support~~Fantasy ~~expenses~~Sports, ~~such as legal and accounting and organizational expenses~~Inc. For the year ended December 31, 2015, selling, general and administrative expenses were $76,032 and increased by $56,452, as compared to the year ended December 31, 2014, for which selling, general and administrative expenses were $19,580. The increase in general and administrative expenses was due primarily to auditing fees and legal fee, and for expenses related to being a public company.

On May 26, 2016, (the "Closing Date") the Company and GFSI a privately held company, entered into an Amended and Restated Stock Purchase and Reorganization Agreement (the "Acquisition Agreement"). Under the terms of the GFSI Acquisition Agreement, the then-existing stockholders of GFSI exchanged all of their shares of common stock for newly issued common shares of the Company (the "Share Exchange") for a total of 27,000,000 newly issued shares of the Company's common stock. Global Fantasy Sports, Inc. incurred $327,000 of acquisition costs with respect to the Merger Agreement.

The GFSI Acquisition together with the earlier January 2017 purchase of 30,000,000 newly issues shares of the Company's common stock resulted in the former owners of Global Fantasy Sports, Inc. owning approximately 95.0% of Satya Worldwide, Inc.'s common stock as of the closing date. The GFSI Acquisition has been treated as a reverse merger and recapitalization of GFSI for financial accounting purposes and the Company will continue the existing business operations of GFSI as a wholly-owned subsidiary. The historical financial statements presented in these financial statements are those of Global Fantasy Sports, Inc. and Global Fantasy Sports, Ltd., both of which were under common control prior to the asset sale disclosed below, and of the consolidated entities from the date of GFSI Acquisition forward. As a result of this transaction, the equity sections of Global Fantasy Sports, Inc. financial statements for all prior periods presented reflect the recapitalization described above.

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Global Fantasy Sports, Inc. was incorporated on March 26, 2012 under the laws of the State of Florida for the sole purpose of acquiring certain intellectual property and a subsidiary of Global Fantasy Sports, Ltd., a foreign entity organized in Gibraltar under their laws. The principal activity of Global Fantasy Sports, Ltd. is the development of software relating to fantasy sports games and entertainment products. Under a sale agreement dated March 14, 2016, Global Fantasy Sports, Ltd. sold all its rights to its intellectual property relating to its fantasy games software and its ownership of How Far Games LLC to Global Fantasy Sports Inc. in exchange for 14,000,000 shares of Global Fantasy Sports, Inc. The assets and liabilities transferred to Global Fantasy Sports, Inc. relate to interests under common control and were recorded at historical cost and the operations were consolidated as if the asset sale had occurred as of the beginning of the earliest period presented in our consolidated financial statements.

Formation of New Subsidiaries

On November 2, 2016, we formed a new wholly-owned subsidiary in Gibraltar, Global Fantasy Sports (Gibraltar) Limited ("GFSL."), to undertake future business to business ("B2B") opportunities for our products.

Results of Operations for the Year Ended December 31, 2016, and 2015

The following table sets forth the summary income statement for the year ended December 30, 2016 and 2015:

	For the Year Ended
	December 31, 2016			December 31, 2015

Revenues	$	–		$	–
Operating expenses	$	(2,271,009	)	$	(492,818	)
Other income (expense), net	$	(155,187	)	$	(17,301	)
Net loss	$	(2,426,196	)	$	(510,119	)

Revenues. For the year ended December 31, 2016, and 2015, revenues were $0.

Operating Expenses: Operating expenses consist primarily of compensation and related costs for personnel, facilities, information technology, professional services and research and development. Professional services are comprised of outside legal, audit, information technology consulting, marketing, investor relations and outsourcing services.

Operating expenses increased by $1,778,191 during the year ended December 31, 2016, as compared to the year ended December 31, 2015. The increase is primarily attributed to the following approximate net increases (decreases):

	·	An increase of general and administrative expense of $450,777 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 year ended December 31, 2016, and 2015, the Company incurred Research and Development ("R&D") expense of $328,347 and $0, respectively. R&D expenses consist primarily of expenses incurred by our subsidiary and third parties for the development of software to be sold and/or leased to the general public. During the prior comparable year 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 year ended December 31, 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 year ended December 31, 2016, the Company abandoned property and equipment and recognized a loss on abandonment charge of $14,652. During the prior comparable year the Company did not incur any such costs.

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Other expenses: Other expense consists primarily of interest expense related to the Company's short term loan and the impact of foreign currency due to movement of the Ukrainian Hryvnia against the US dollar.

Interest expense - increased by $124,987 to $151,904 during the year ended December 31, 2016, as compared to $26,917 during the year ended December 31, 2015.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at December 31, 2016 compared to December 31, 2015:

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

Current Assets	$	118,059		$	389,791		$	(271,732	)
Current Liabilities	$	1,408,546		$	781,036		$	627,510
Working Capital Deficit	$	(1,290,487	)	$	(391,245	)	$	(899,242	)

Since our inception, we have incurred significant operating and net losses. We have relied primarily on the sale of our equity securities, shareholder loans, and our short-term loan, to fund our operations. At December 31, 2016, we had working capital deficit of $1,290,487 and shareholders' deficit of $1,288,828. At December 31, 2015, we had working capital deficit of $391,245 and shareholders' equity of $618,078. Our consolidated cash balance at December 31, 2016, was $118,059, as compared to $389,791 at December 31, 2015.

Summary Cash flows for the year ended December 31, 2016 and 2015:

	Year Ended
	December 31, 2016			December 31, 2015

Net cash used in operating activities	$	(993,424	)	$	(454,649	)
Net cash used in investing activities	$	-		$	(377,495	)
Net cash provided by financing activities	$	725,677		$	1,190,846

Future Liquidity Needs:

WeThe ~~believe~~accompanying ~~that~~consolidated ~~our~~financial ~~current~~statements ~~cash~~have ~~and~~been ~~cash~~prepared ~~flow~~on ~~from~~a ~~operations~~going ~~will~~concern ~~not~~basis, bewhich ~~sufficient~~contemplates tothe ~~meet~~realization ~~our~~of ~~anticipated~~assets ~~cash~~and ~~needs,~~the ~~including~~satisfaction ~~our~~of ~~cash~~liabilities ~~needs~~in ~~for~~the ~~working~~normal ~~capital~~course of business. As of December 31, ~~for~~2016, the ~~next~~Company 12had ~~months. Thus,~~incurred wesignificant ~~expect~~operating tolosses ~~seek~~since ~~additional~~inception ~~debt~~and orcontinues ~~equity~~to ~~financing~~generate losses from ~~external~~operations ~~sources~~and has an accumulated deficit of $3,336,831. ~~which~~These ~~may~~matters ~~not~~raise besubstantial ~~available~~doubt onabout ~~acceptable~~the ~~terms,~~Company's orability atto ~~all~~continue as a going concern. ~~Failure~~The toconsolidated ~~maintain~~financial ~~financing~~statements ~~arrangements~~do onnot ~~acceptable~~include ~~terms~~any ~~would~~adjustments ~~have~~relating ato ~~material~~the ~~adverse~~recoverability ~~effect~~and onclassification ~~our~~of ~~business,~~asset ~~results~~amounts or the classification of ~~operations~~liabilities ~~and~~that ~~financial~~might ~~condition.~~be necessary should the Company be unable to continue as a going concern

~~The~~Our ~~amount~~ability ofto ~~additional~~continue ~~financing~~as wea ~~require~~going ~~will~~concern beis ~~dependant~~dependent upon ~~several~~our ~~factors~~ability ~~including~~to generate profitable business operations in the ~~amount~~future ofand/or obtaining the necessary financing to meet our ~~revenue~~obligations ~~during~~and ~~such~~repay 12our ~~month~~liabilities. ~~period~~To date, ~~future~~we have operated at a loss and remained in business ~~conditions~~through the issuance of shares of our common stock and ~~other~~entering ~~future~~into ~~developments~~a short term loan facility. ~~Failure~~Management's plan to ~~maintain~~continue ~~financing~~as ~~arrangements~~a going concern is based on ~~acceptable~~us ~~terms~~obtaining ~~would~~additional ~~have~~capital aresources ~~material~~through ~~adverse~~the ~~effect~~sale onof our ~~business,~~securities ~~results~~and/or loans on an as needed basis. The ability of ~~operations~~the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described above and ~~financial~~eventually ~~condition~~attaining profitable operations.

To the extent that the Company raise additional funds by issuing equity or debt securities, our shareholders may experience additional significant dilution and such financing may involve restrictive covenants. To the extent that the Company raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our technologies or our product candidates, or grant licenses on terms that may not be favorable to the Company. Such actions may have a material adverse effect on our business. Additionally, recent global market and economic conditions have been unprecedented and challenging with tighter credit conditions and recession in most major economies. As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to businesses and consumers. These factors have led to a decrease in spending by businesses and consumers alike, and a corresponding decrease in global infrastructure spending. Continued turbulence in the U.S. and international markets and economies and prolonged declines in business and consumer spending may adversely affect our liquidity and financial condition, including our ability to access the capital markets to meet liquidity needs.

Off-Balance Sheet Arrangements

We have no material off-balance sheet transactions.

Going Concern

These matters raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements included elsewhere in this report have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

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~~Critical~~There ~~Accounting~~can ~~Policies~~be no assurance that sufficient financing will be obtained. Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable. To the extent that the Company is unsuccessful, the Company may need to curtail or cease its operations and ~~Estimates~~implement a plan to extend payables or reduce overhead until sufficient additional capital is raised to support further operations

Subsequent to December 31, 2016, we sold 888,528 newly issued shares of common stock to four investors for an aggregate purchase price of $399,349. The securities were offered and sold to investors in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act, and Rule 506 promulgated thereunder. Each of the persons and/or entities receiving our securities qualified as an accredited investor (as defined by Rule 501 under the Securities Act).

On November 19, 2017, the Company entered into a Note Purchase Agreement (the "Purchase Agreement") with an accredited investor (the "Investor"), pursuant to which the Company agreed to sell, and the Investor agreed to purchase, a promissory note (the "Note") in the aggregate principal amount of $50,000. The Note bears interest at the rate of 12% per annum and matures on February 28, 2018.

Critical accounting policies and estimates

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Our significant estimates and assumptions include amortization, the fair value of our stock, and the valuation allowance relating to the Company's deferred tax assets.

~~Critical~~We ~~accounting~~qualify ~~estimates~~as ~~are~~an ~~those~~"emerging ~~that~~growth ~~management~~company", ~~deems~~as todefined bein ~~most important to~~ the ~~portrayal~~Jumpstart ofOur ~~our~~Business ~~financial~~Startups ~~condition and results of operations~~Act, ~~and~~which ~~that~~became ~~require~~law ~~management's~~in ~~most~~April ~~difficult,~~2012. See ~~subjective~~"Summary ~~or complex judgments, due to the need to make estimates about the effects~~ of ~~matters~~Financial ~~that~~Data" ~~are~~for ~~inherently~~additional ~~uncertain~~information. ~~We have identified our critical accounting estimates which are discussed below.~~

~~Use~~Recently ofissued ~~Estimates~~accounting pronouncements

~~The~~Reference ~~preparation~~is ofmade ~~financial statements in conformity with U.S. GAAP requires management~~ to ~~make estimates and assumptions that affect~~ the ~~reported~~"Recent ~~amounts~~Accounting ofPronouncements" ~~assets~~in ~~and~~Note ~~liabilities,~~1 and ~~disclosure~~Note of3 ~~contingent~~to ~~liabilities~~our ataudited ~~the~~consolidated ~~date of the~~ financial statements, ~~and~~included ~~the~~elsewhere in ~~reported~~this ~~amounts~~report offor ~~revenues~~information ~~and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions include reserves and write-downs~~ related to ~~receivables~~new ~~and~~accounting ~~inventories~~pronouncements, ~~the~~none ~~recoverability~~ of ~~long-lived~~which ~~assets,~~had ~~the~~a ~~valuation~~material ~~allowance~~impact ~~relating~~on toour ~~the~~consolidated ~~Company's~~financial ~~deferred tax assets, valuation of equity and derivative instruments, and debt discounts~~statements.

Revenue Recognition

The Company recognizes revenues when persuasive evidence of an arrangement exists, services have been rendered, the price is fixed and determinable, and collectability is reasonably assured.

Commitments and Contingencies

Except as otherwise disclosed elsewhere in this document, we have no material commitments or contingent liabilities. The Company has an employment contract with its CEO that would require a one-year severance payment in the event the Company terminates his services under certain circumstances.

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Recently Issued Accounting Pronouncements

We are an ''emerging growth company'' as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. We will remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenue exceed $1 billion, (ii) the date that we become a ''large accelerated filer'' as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period. Pursuant to Section 107 of the JOBS Act, we have elected to utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

The FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. For all other entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted commencing January 1, 2017. A nonpublic entity may elect to apply this guidance earlier, however, only as prescribed in this ASU. The Company has not yet determined the effect of the adoption of this standard will have on the Company's financial position and results of operations.

In August 2014, FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern, which is included in Accounting Standards Codification (ASC) 205, Presentation of Financial Statements . This update provides an explicit requirement for management to assess an entity's ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company has not yet determined the effect of the adoption of this standard will have on the Company's financial position and results of operations.

Off Balance Sheet Arrangements

WeAs ~~have~~of December 31, 2016, and December 31, 2015, we had no off balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable to smaller reporting companies.

Item 8. Financial Statements and Supplementary Data.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders

Satya Worldwide, Inc. (formerly Global Fantasy Sports Limited and Global Fantasy Sports, Inc.)

Pompano Beach, Florida

We have audited the accompanying consolidated balance ~~sheets~~sheet of Satya Worldwide, Inc. (formerly Global Fantasy Sports Limited and Global Fantasy Sports, Inc.) and its subsidiary (collectively, the "Company") as of December 31, ~~2015 and 2014~~2016, and the related consolidated statements of operations and comprehensive loss, stockholders' equity (~~deficiency~~deficit)~~/equity~~ and cash flows for the ~~years~~year then ended. These consolidated financial statements are the responsibility of the entity's management. Our responsibility is to express an opinion on these consolidated financial statements based on our ~~audits~~audit.

We conducted our ~~audits~~audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audits~~audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audits~~audit ~~provide~~provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiary as of December 31, ~~2015 and 2014~~2016, and the consolidated results of their operations and their cash flows for the ~~years~~year then ended, in conformity with accounting principles generally accepted in the United States of America.

~~The~~We ~~accompanying~~also ~~consolidated~~audited ~~financial~~the ~~statements~~adjustments ~~have~~to ~~been prepared assuming that~~ the ~~Company~~2015 ~~will~~financial ~~continue~~statements asto aretrospectively ~~going~~apply ~~concern.~~the Asrecapitalization ~~discussed~~as described in Note 1. toIn ~~the~~our ~~financial statements~~opinion, ~~the~~such ~~Company~~adjustments ~~has~~are ~~incurred~~appropriate ~~recurring~~and ~~losses,~~have ~~which~~been ~~raises~~properly ~~substantial~~applied. ~~doubt~~We ~~about~~were ~~its~~not ~~ability~~engaged to ~~continue~~audit, asreview, aor ~~going~~apply ~~concern.~~any ~~Management's~~procedures ~~plans~~to inthe ~~regard~~2015 tofinancial ~~these~~statements ~~matters~~of ~~are~~the ~~also~~Company ~~described~~other inthan ~~Note~~with 1.respect ~~The~~to ~~financial~~the ~~statements~~adjustments and, accordingly, we do not ~~include~~express any ~~adjustments~~opinion ~~that~~or ~~might~~any ~~result~~other ~~from~~form of assurance on the ~~outcome~~2015 offinancial ~~this~~statements ~~uncertainty~~taken as a whole.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring losses, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

MaloneBaliley, LLP

www.malonebailey.com

Houston, Texas

~~March~~May 323, ~~2017~~ 2018

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REPORT OF INDEPENDENT REGISERTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders' of Global Fantasy Sports Limited and Global Sports, Inc.

We have audited, before the effects of the adjustments to retrospectively apply the change in accounting related to the recapitalization described in Note 1, the accompanying combined and consolidated balance sheet of Global Fantasy Sports Limited and Global Fantasy Sports, Inc. (the "Company") as of December 31, 2015, and the related statements of operations and comprehensive loss, changes in stockholders' deficit and cash flows for the year then ended (the 2015 financial statements before the effects of the adjustments related to the recapitalization discussed in Note 1 are not presented herein). The Company's management is responsible for these combined and consolidated financial statements. Our responsibility is to express an opinion on these combined and consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, before the effects of the adjustments to retrospectively apply the change in accounting related to the recapitalization described in Note 1, the combined and consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2015, and the results of its operations and its cash flows for the year ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying combined and consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the combined and consolidated financial statements, the Company has recurring losses, and anticipates needing additional capital in order to execute its current business plan. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The combined and consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. If the Company is unable to successfully raise additional capital to satisfy its obligations, there could be a material adverse effect on the Company.

We were not engaged to audit, review or apply any procedures to retrospectively apply the change in accounting related to the recapitalization described in Note 1, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been applied. Those adjustments were audited by other auditors.

/s/ Friedman LLP

Friedman LLP

East Hanover, New Jersey

May 16 2016

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SATYA WORLDWIDE, INC. AND SUBSIDIARY
SATYA WORLDWIDE, INC. (formerly GLOBAL FANTASY SPORTS LIMITED AND GLOBAL FANTASY SPORTS, INC.)
CONSOLIDATED BALANCE SHEETS
Assets
	December 31,			December 31,
	Year ended December 31,
	2016			2015
	2015			2014
ASSETS
Current assets:
Current assets
Cash and cash equivalents	$	3118,~~234~~059		$	27389,~~888~~791
Accounts receivable		-			3,637
Total current assets		118,059			389,791
Total current assets		3,234			31,525
Property and equipment, net		349			15,355
Non-current assets:
Other assets		1,310			3,376
Equipment, net of depreciation		-			1,924
Intangible assets		-			990,592
Intangible assets, net		-			2,625
Total assets	$	119,718		$	1,399,114
Total assets	$	3,234		$	36,074
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities and shareholder's (deficiency)/equity
Current liabilities
Accounts payable and accrued expenses	$	46,186		$	16,105
Accounts payable and accrued liabilities	$	86,613		$	56,851
Refundable subscriptions payable		-			4,194
Short term note		-			724,185
Total current liabilities		46,186			20,299
Short term note - related party		1,321,148			-
Stockholders' (deficiency)/equity
Loan payable - related party		785			-
Preferred stock $0.001 par value 20,000,000 authorized;
Total current liabilities		1,408,546			781,036
No shares issued and outstanding at December 31, 2015, and 2014, respectively		-			-
Total liabilities		1,408,546			781,036
Common stock, $0.0001 par value; 280,000,000 shares authorized; 13,972,350 issued and
Commitments and contingencies
12,272,350 outstanding at December 31, 2015; and 12,834,300 shares issued
Stockholders' equity (deficit)
and outstanding at December 31, 2014		1,397			1,283
Preferred stock par value $0.001: 20,000,000 authorized; no shares issued or outstanding as of December 31, 2016 and 2015		-			-
Additional paid-in capital		59,234			36,587
Common stock par value $0.0001: 280,000,000 shares authorized; 61,054,818 and 57,000,000 shares issued and outstanding as of December 31, 2016 and 2015, respectively		6,105			5,700
Accumulated deficit		(102,573	)		(22,095	)
Additional paid in capital		2,025,151			1,507,350
Treasury stock, at cost 1,700,000 shares of common stock		(1,010	)		-
Accumulated other comprehensive income		16,747			15,663
Total stockholders' (deficiency)/ equity		(42,952	)		15,775
Accumulated deficit		(3,336,831	)		(910,635	)
Total liabilities and stockholders' (deficiency)/ equity	$	3,234		$	36,074
Total stockholders' equity (deficit)		(1,288,828	)		618,078
The accompanying notes are an integral part of these consolidated financial statements.
Total liabilities and stockholders' equity (deficit)	$	119,718		$	1,399,114
See the accompanying notes to these consolidated financial statements

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SATYA WORLDWIDE, INC. AND SUBSIDIARY
SATYA WORLDWIDE, INC. (formerly GLOBAL FANTASY SPORTS LIMITED AND GLOBAL FANTASY SPORTS, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
	Year ended December 31,
	For the Year Ended December 31,
	2015			2014
	2016			2015
Revenues	$	103		$	3,716
Revenue
Cost of revenues		-			-
Sales	$	-		$	-
Gross margin		103			3,716
Operating expenses
Selling, general and administrative expenses		76,032			19,580
General and administrative		937,123			486,346
Loss on equipment disposal		1,368
Research & development		328,347			-
Impairment of intangible assets		2,375
Depreciation and amortization		295			6,472
Depreciation and amortization expense		806			806
Loss on abandonment of property and equipment		14,652			-
Total operating expenses		80,581			20,386
Loss on impairment of intangible assets		990,592			-
Operating loss		(80,478	)		(16,670	)
Total operating expenses		2,271,009			492,818
Net loss before income taxes		(80,478	)		(16,670	)
Net loss from operations		(2,271,009	)		(492,818	)
Provision for Income Taxes		-			-
Other income (expense), net
Net loss		(80,478	)		(16,670	)
Interest, net		(151,904	)		(26,917	)
Per-share data:
Foreign currency exchange gain/(loss)		(3,283	)		9,616
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)
Total other income (expense), net		(155,187	)		(17,301	)
Weighted average number of common shares outstanding		12,356,806			11,836,143
Net loss before income taxes		(2,426,196	)		(510,119	)
The accompanying notes are an integral part of these consolidated financial statements.
Provision for income taxes		-			-
Net loss	$	(2,426,196	)	$	(510,119	)
Other comprehensive income
Currency translation gain		1,084			2,179
Comprehensive loss	$	(2,425,112	)	$	(507,940	)
Net loss per common share, basic and diluted	$	(0.04	)	$	(0.02	)
Weighted average common shares outstanding, basic and diluted		59,139,654			32,794,630
See the accompanying notes to these consolidated financial statements

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SATYA WORLDWIDE, INC. AND SUBSIDIARY
SATYA WORLDWIDE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (formerly GLOBAL FANTASY SPORTS LIMITED AND GLOBAL FANTASY SPORTS, INC.)
	For the year ended			For the year ended
FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015
	December 31, 2015			December 31, 2014
							Additional						Other
OPERATING ACTIVITIES:
	Common stock						Paid in			Accumulated			Comprehensive
Net loss	$	(80,478	)	$	(16,670	)
	Shares			Amount			Capital			Deficit			Income		Total
Adjustments to reconcile net loss to net cash used in operating activities:
Balance, December 31, 2014		5,700			1			154			(400,516	)		13,484		(386,877	)
Amortization		250			250
Debt conversion		56,993,730			5,699			1,506,196			-			-		1,511,895
Loss on equipment disposal		1,368			-
Issuance of common stock		570			-			1,000			-			-		1,000
Depreciation		556			556
Foreign currency translation adjustments		-			-			-			-			2,179		2,179
Impairment of Intangible assets		2,375			-
Net loss		-			-			-			(510,119	)		-		(510,119	)
Change in operating assets and liabilities:
Balance, December 31, 2015		57,000,000			5,700			1,507,350			(910,635	)		15,663		618,078
Decrease (increase) in accounts receivable		3,637			(2,977	)
Recapitalization		3,000,000			300			(300	)		-			-		-
(Decrease) / Increase in accounts payable and accrued expenses		30,081			6,420
Stock issued for cash		1,054,818			105			518,101			-			-		518,206
Net cash used in operating activities		(42,211	)		(12,421	)
Foreign currency translation adjustments		-			-			-			-			1,084		1,084
FINANCING ACTIVITIES:
Net loss		-			-			-			(2,426,196	)		-		(2,426,196	)
(Decrease) / increase in refundable subscription payable		(4,194	)		4,194
Balance, December 31, 2016		61,054,818		$	6,105		$	2,025,151			(3,336,831	)	$	16,747	$	(1,288,828	)
Proceeds from sale of Preferred stock		22,761
See the accompanying notes to these consolidated financial statements
Purchase of own stock		(1,010	)		22,086
Net cash provided by financing activities		17,557			26,280
NET (DECREASE) INCREASE IN CASH		(24,654	)		13,859
CASH BEGINNING BALANCE		27,888			14,029
CASH ENDING BALANCE	$	3,234		$	27,888
Supplemental non–cash disclosures (financing activities):
Conversion of Series A Preferred to Common stock		(111	)		(108	)
The accompanying notes are an integral part of these consolidated financial statements.

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SATYA WORLDWIDE, INC. AND SUBSIDIARY
SATYA WORLDWIDE, INC. (formerly GLOBAL FANTASY SPORTS LIMITED AND GLOBAL FANTASY SPORTS, INC.)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/ (Deficiency)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD FROM DECEMBER 31, 2013 THROUGH DECEMBER 31, 2015
	For the Year Ended December 31,
	Preferred Stock						Common Stock					Additional Paid In						Accumulated Earnings			Total Shareholders'
	2016				2015
	Shares			Amount			Shares			Amount		Capital			Treasury Stock			(Deficit)			Equity
CASH FLOWS FROM OPERATING ACTIVITIES:
Balance at December 31, 2014	-			$	-			11,730,000		$	1,173	$	14,611					$	(5,425	)	$	10,359
Net loss	$	(2,426,196	)		$	(510,119	)
Preferred Stock issued for cash	2,454				2								22,084									22,086
Adjustments to reconcile net loss to net cash used in operating activities:
Conversion of preferred stock to common stock	(2,454	)			(2	)		1,104,300			110		(108	)								-
Depreciation		295				6,472
Net (loss) for period																			(16,670	)		(16,670	)
Loss on impairment of intangible assets		990,592				-
Balance at December 31, 2014	-			$	-			12,834,300		$	1,283	$	36,587					$	(22,095	)	$	15,775
Loss on abandonment of property and equipment		14,652				-
Preferred Stock issued for cash	2,529				3								22,758									22,761
Direct payment of expenses through short term note - related party		338,940				-
Conversion of preferred stock to common stock	(2,529	)			(3	)		1,138,050			114		(111	)								-
Changes in operating assets and liabilities:
Common stock repurchased for cash								(1,700,000	)						$	(1,010	)					(1,010	)
Other assets		1,876				(2,028	)
Net (loss) for period																			(80,478	)		(80,478	)
Accounts payable and accrued expenses		86,417				51,026
Balance at December 31, 2015	-			$	-			12,272,350		$	1,397	$	59,234		$	( 1,010	)	$	(102,573	)	$	(42,952	)
Net cash used in operating activities		(993,424	)			(454,649	)
The accompanying notes are an integral part of these consolidated financial statements.
CASH FLOWS FROM INVESTING ACTIVITIES:
Intangible assets		-				(366,303	)
Cash paid for property and equipment		-				(11,192	)
Net cash used in investing activities		-				(377,495	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term note		-				724,185
Proceeds from short term note - related party		206,686				-
Proceeds from shareholder loan		-				465,661
Proceeds from loan payable - related party		10,780				-
Repayment of loan payable - related party		(9,995	)			-
Shares issued for cash		518,206				1,000
Net cash provided by financing activities		725,677				1,190,846
Effect of exchange rate changes on cash		(3,985	)			2,848
Increase (decrease) in cash and cash equivalents		(271,732	)			361,550
Cash and cash equivalents, beginning of year		389,791				28,241
Cash and cash equivalents, end of year	$	118,059			$	389,791
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	128,089			$	-
Taxes	$	-			$	-
Non cash investing and financing activities:
Conversion of stockholder loan to equity	$	-			$	1,511,895

See the accompanying notes to these consolidated financial statements

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SATYA WORLDWIDE, INC. AND ~~SUBSIDIARY~~SUBSIDIARIES

~~NOTES~~(formerly TOGLOBAL ~~CONSOLIDATED~~FANTASY ~~FINANCIAL~~SPORTS ~~STATEMENTS~~LIMITED AND GLOBAL FANTASY SPORTS, INC.)

~~NOTE~~NOTES 1TO -THE ~~DESCRIPTION~~CONSOLIDATED OFFINANCIAL ~~BUSINESS~~STATEMENTS

~~Description~~Note of1. ~~Business~~Organization and Operations

Satya Worldwide, Inc. ("Satya," the "Company"," "we"," "us"," "our") ~~until January 5~~, ~~2016~~is ~~provided~~a ~~digital~~Florida ~~book~~company ~~("eBook")~~incorporated ~~distribution~~on ~~services~~March ~~("ePublishing") services to authors~~26, ~~poets,~~2012. ~~memoirists~~Satya ~~and~~is ~~publishers~~comprised ~~for~~of ~~distributing~~the ~~their~~parent ~~eBooks~~company toSatya ~~online~~Worldwide, ~~bookstores~~Inc., ~~book~~wholly-owned ~~conversion~~subsidiaries, ~~editing,~~Global ~~book~~Fantasy ~~cover design and ISBN number administration. Satya Worldwide~~Sports, Inc. ~~was~~("GFSI"), ~~incorporated~~and ~~under~~its ~~the~~wholly-owned ~~laws~~subsidiary ofHow ~~the~~Far ~~State of Florida on March 26~~Games, ~~2012,~~LLC ~~commencing business as a development stage company~~("HFG"). ~~Our fiscal year end is December 31.~~

~~Reclassifications~~Acquisition of Global Fantasy Sports, Inc.

~~Prior~~On ~~period~~May ~~financial~~26, ~~statement~~2016, ~~amounts~~(the ~~have~~"Closing ~~been~~Date") ~~reclassified~~the toCompany ~~conform~~and GFSI a privately held company, entered into an Amended and Restated Stock Purchase and Reorganization Agreement (the "Acquisition Agreement"). Under the terms of the GFSI Acquisition Agreement, the then-existing stockholders of GFSI exchanged all of their shares of common stock for newly issued common shares of the Company (the "Share Exchange") for a total of 27,000,000 newly issued shares of the Company's common stock. Global Fantasy Sports, Inc. incurred $327,000 of acquisition costs with respect to ~~current~~the ~~period~~Merger ~~presentation~~Agreement.

~~Basis~~The GFSI Acquisition together with the earlier January 2016 purchase of ~~Presentation~~30,000,000 newly issued shares of the Company's common stock resulted in the former owners of Global Fantasy Sports, Inc. owning approximately 95.0% of Satya Worldwide, Inc.'s common stock as of the closing date. The GFSI Acquisition has been treated as a reverse merger and recapitalization of GFSI for financial accounting purposes and the Company will continue the existing business operations of GFSI as a wholly-owned subsidiary. The historical financial statements presented in these financial statements are those of Global Fantasy Sports, Inc. and Global Fantasy Sports, Ltd., both of which were under common control prior to the asset sale disclosed below, and of the consolidated entities from the date of GFSI Acquisition forward. As a result of this transaction, the equity sections of Global Fantasy Sports, Inc. for all prior periods presented reflect the recapitalization described above and are consistent with the December 31, 2016 consolidated balance sheet presented for the Company.

~~The~~Global ~~accompanying~~Fantasy ~~consolidated~~Sports, ~~financial~~Inc. ~~statements~~was ~~have~~incorporated ~~been~~on ~~prepared~~March by26, 2012 under the ~~Company.~~laws ~~The~~of ~~Company's~~the ~~consolidated~~State ~~financial~~of ~~statements~~Florida ~~are~~for ~~prepared~~the insole ~~accordance~~purpose ~~with~~of ~~generally~~acquiring ~~accepted~~certain ~~accounting~~intellectual ~~principles~~property and a subsidiary of Global Fantasy Sports, Ltd., a foreign entity organized in Gibraltar under their laws. The principal activity of Global Fantasy Sports, Ltd. is the ~~United~~development ~~States~~of software relating to fantasy sports games and entertainment products. Under a sale agreement dated March 14, 2016, Global Fantasy Sports, Ltd. sold all its rights to its intellectual property relating to its fantasy games software and its ownership of ~~America~~How ~~("US~~Far ~~GAAP")~~Games LLC to Global Fantasy Sports Inc. ~~The~~in ~~consolidated~~exchange ~~financial~~for ~~statements~~14,000,000 shares of ~~the~~Global ~~Company~~Fantasy ~~include~~Sports, ~~the~~Inc. ~~Company~~The assets and ~~its~~liabilities ~~sole~~transferred ~~subsidiary~~to Global Fantasy Sports, Inc. ~~All~~relate ~~material~~to ~~inter-company~~interests ~~balances~~under common control and ~~transactions~~were ~~have~~recorded ~~been~~at ~~eliminated~~historical cost and the operations were consolidated as if the asset sale had occurred as of the beginning of the earliest period presented in our consolidated financial statements.

~~Going~~As ~~Concern~~a result of the foregoing transactions the principal current activity of the Company is the development of software relating to fantasy sports games and entertainment products with the intention to commercialize the games as soon as reasonably practicable. Satya, GFSI, and HFG are hereafter collectively referred to as "the Company," "we," "us," "our."

The Company's ~~financial~~registered ~~statements~~office ~~are~~is ~~prepared~~at ~~using~~90311 ~~generally~~Overseas ~~accepted~~Highway, ~~accounting~~Tavernier, ~~principles~~Florida, in33070 ~~the~~ United States of America ~~applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business~~. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Management's~~Formation ~~Plan~~of ~~to Continue as a Going Concern~~Subsidiaries

~~Our~~On ~~ability~~November to2, ~~continue~~2016, ~~as a going concern is dependent upon our ability to generate profitable business operations in~~ the ~~future~~Company ~~and/or~~formed ~~obtaining~~Global ~~the~~Fantasy ~~necessary~~Sports ~~financing~~(Gibraltar) toLimited ~~meet our obligations and repay our liabilities~~("GFSL. ~~To date~~"), ~~we have operated at~~ a ~~loss~~wholly-owned ~~and~~foreign ~~remained~~subsidiary organized in ~~business~~Gibraltar ~~through~~under ~~the~~their ~~issuance of shares of our common stock and generating revenues from our business activities~~laws. ~~Management's~~ ~~plan~~GFSL towas ~~continue~~formed ~~as a going concern is based on us obtaining additional capital resources through the sale of our securities and/or loans on an as needed basis. The ability of the Company~~ to ~~continue~~undertake asfuture abusiness ~~going concern is dependent upon its ability~~ to ~~successfully~~business ~~accomplish~~("B2B") ~~the plans described above and eventually attaining profitable operations~~opportunities.

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~~Since~~Note ~~its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities~~2. In ~~addition~~Going to the normal risks associated with a new business venture, there can be no assurance that the Company's business plan will be successfully executed. Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable.Concern

~~NOTE~~The 2accompanying -consolidated ~~SUMMARY~~financial OFstatements ~~SIGNIFICANT~~have ~~ACCOUNTING~~been ~~POLICIES~~prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2016, the Company had incurred significant operating losses since inception and continues to generate losses from operations and has an accumulated deficit of $3,336,831. These matters raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Cash~~Management's ~~and~~Plan ~~Cash~~to ~~Equivalents~~Continue as a Going Concern

~~The~~Our ~~Company~~ability ~~considers~~to ~~all~~continue ~~highly~~as ~~liquid~~a ~~debt~~going ~~instruments~~concern ~~with~~is ~~original~~dependent ~~maturities~~upon our ability to generate profitable business operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities. To date, we have operated at a loss and remained in business through the issuance of ~~three~~shares ~~months~~of our common stock and entering into a short-term loan facility. Management's plan to continue as a going concern is based on us obtaining additional capital resources through the sale of our securities and/or ~~less~~loans on an as needed basis. The ability of the Company to becontinue ~~cash~~as ~~equivalents~~a going concern is dependent upon its ability to successfully accomplish the plans described above and eventually attaining profitable operations.

In addition to the normal risks associated with a new business venture, there can be no assurance that the Company's business plan will be successfully executed. Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable. To the extent that the Company is unsuccessful, the Company may need to curtail or cease its operations and implement a plan to extend payables or reduce overhead until sufficient additional capital is raised to support further operations.

Subsequent to December 31, 2016, the Company sold 888,528 shares of common stock to 4 investors for proceeds of $399,349.

Note 3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements and related notes have been prepared in accordance with U.S. GAAP.

Principles of Consolidation

The consolidated financial statements include the accounts of Satya Worldwide, Inc. and its subsidiaries. All intercompany accounts, transactions and profits have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted ~~accounting~~in ~~principles~~United States of America requires management to make estimates and assumptions that affect ~~certain~~the reported amounts of assets and ~~disclosures.~~liabilities, ~~Accordingly~~and disclosure of contingent liabilities at the date of the financial statements, ~~actual~~and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Impairment~~Cash ~~on Long-Lived Assets~~ and ~~Other~~Cash ~~Acquired Intangible Assets~~Equivalents

WeThe ~~evaluate~~Company ~~the~~considers ~~recoverability~~all ofhighly ~~property~~liquid ~~and~~investments ~~equipment~~with ~~and~~maturities ~~amortizable~~of ~~intangible~~three ~~assets~~months ~~for possible impairment whenever events~~ or ~~circumstances~~less ~~indicate~~at ~~that~~ the ~~carrying~~time ~~amount~~ of ~~such~~purchase ~~assets~~to ~~may not~~ be ~~recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted~~ cash ~~flows the assets are expected to generate~~equivalents. ~~If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.~~

InConcentration ~~addition to the recoverability assessment, we routinely review the remaining estimated useful lives~~ of ~~property~~Credit and equipment and amortizable intangible assets. If we reduce the estimated useful life assumption for any asset, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life. In 2015, we recorded an impairment in intangible assets in the amount of $2,375 associated with the sale of assets related to our e-book publishing business.Risk

The Company maintains cash balances at several financial institutions located predominantly in the United States, as well as in Gibraltar and the Ukraine. The Company's policy is to maintain its cash with high credit quality institutions to limit loss exposure. Such deposits may, at times, exceed federally insured limits. Cash in foreign bank accounts is not insured. Uninsured balances in the aggregate were approximately $13,000 and $140,000 at December 31, 2016 and 2015, respectively. The Company has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and cash equivalents.

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Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful life of five years.

Intangible Assets

Intangible ~~Assets~~assets ~~are~~represent ~~stated~~the atcosts ~~cost,~~incurred ~~less~~by ~~accumulated~~GFSL ~~amortization. Amortization~~and isits ~~provided~~subsidiary ~~using~~in the development of the fantasy games software. Software costs will be amortized on a straight-line ~~method~~basis ~~over~~once ~~the~~they ~~estimated~~have ~~useful~~been ~~life~~commercialized over a period of ~~twelve~~seven years. These costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. See Note 5.

~~Revenue~~Property ~~Recognition~~and Equipment

~~The~~Property ~~Company~~and ~~recognizes~~equipment ~~revenue~~is ~~when:~~stated at cost. Depreciation is calculated over the estimated useful lives of four years.

·Impairment ~~Persuasive evidence~~ of anLong-Lived ~~arrangement exists;~~Assets

·At ~~Delivery~~the ~~has~~end ~~occurred;~~of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

·Research ~~Price~~and isDevelopment ~~fixed or determinable; and~~Costs

·Research ~~Collectability~~and ofdevelopment expenses include fees paid to outside consultants and contractors for the ~~related~~Company's ~~receivable~~research isand ~~reasonably~~development ~~assured~~activities. The Company recognizes such costs as expense when they are incurred. Research and development expenses for the year ended December 31, 2016, and 2015 were $328,347 and $0, respectively.

~~The~~Foreign ~~Company~~Currency ~~closely follows the provisions of ASC 605, "Revenue Recognition", which includes the guidelines of Staff Accounting Bulletin No. 104 as described above.~~Translation

~~Earnings~~We ~~(Loss)~~use ~~Per~~the ~~Share~~U.S. Dollar as the reporting currency for our financial statements. Functional currency is the currency of the primary economic environment in which an entity operates. The functional currency of Global Fantasy Sports Limited is the British pound; and the functional currency of How Far Games is Ukrainian Hryvnia, UAH, the currency of Ukraine.

~~The~~Transactions ~~Company~~in ~~computes~~currencies ~~earnings~~other ~~per~~than ~~share~~the infunctional ~~accordance~~currency ~~with~~of ~~ASC~~a ~~260,~~specific ~~"Earnings~~entity ~~Per~~are ~~Share".~~recorded ~~Under~~at exchange rates prevailing on the ~~provisions~~dates of ~~ASC~~the ~~260,~~transactions. ~~basic~~At ~~earnings~~the ~~per~~end ~~share~~of iseach ~~computed~~reporting byperiod, ~~dividing~~ the ~~net~~monetary ~~income~~assets ~~(loss)~~and ~~for~~liabilities of the ~~period~~entity bydenominated ~~the~~in ~~weighted~~foreign ~~average~~currencies ~~number~~are oftranslated ~~common~~at ~~shares~~the ~~outstanding~~rate ~~during~~of exchange at the ~~period.~~financial ~~Diluted~~reporting ~~earnings~~date ~~per~~while ~~share~~non-monetary isassets ~~computed~~and byliabilities ~~dividing~~are ~~the~~translated ~~net~~at ~~income~~historical ~~(loss)~~rates. ~~for~~Revenues ~~the~~and ~~period~~expenses byare ~~the~~translated ~~weighted~~at ~~average~~the ~~number~~exchange ofrates ~~common~~approximating ~~and~~those ~~potentially~~in ~~dilutive~~effect ~~common~~on ~~shares~~the ~~outstanding~~date ~~during~~of the ~~period~~transactions. ~~There~~ ~~were~~Exchange nogains ~~potentially~~and ~~dilutive~~losses ~~common~~arising ~~shares~~on ~~outstanding~~translation ~~during~~are included in the ~~period~~statements of profit or loss.

~~Accounts~~The ~~Receivable~~financial statements of entities that have a functional currency different from that of the Companies ("foreign operations") are translated into United States dollars as follows: assets and liabilities – at the closing rate at the date of the statement of financial position, and income and expenses – at the average rate of the period (as this is considered a reasonable approximation to actual rates). All resulting changes are recognized in other comprehensive income as currency translation differences and taken into a separate component of equity.

~~Accounts~~Comprehensive receivable is recorded net of an allowance for doubtful accounts. On a periodic basis, we evaluate our accounts receivable and adjust the allowance for doubtful accounts based on our history of past write-offs and collections and current credit conditions. Specific customer accounts are written off as uncollectible if the probability of a future loss has been established, collection efforts have been exhausted and payment is not expected to be received. As of December 31, 2015 and December 31, 2014, no allowance for doubtful accounts was required.Loss

Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that are recorded as an element of stockholders' equity but are excluded from net income. Other comprehensive income (loss) consists of foreign currency translation adjustments from those entities not using the US Dollar as their functional currency.

Income Taxes

Deferred tax assets and liabilities are determined on the basis of the difference between the tax basis of assets and liabilities and their respective financial reporting amounts ("temporary differences") at enacted tax rates in effect for the years in which the temporary differences are expected to reverse. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of these differences that have been included or excluded in the financial statements or tax returns.

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~~Income~~The ~~Taxes~~Company follows a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also prescribes direction on the recognition, classification, interest and penalties in interim periods, disclosure and transition.

WeThe ~~account~~Company ~~for~~classifies ~~income~~interest ~~taxes~~expense ~~under~~and ~~the~~any ~~asset~~related ~~and~~penalties, ~~liability~~if ~~method~~any, ~~which~~related ~~requires~~to ~~the~~income ~~recognition of deferred~~ tax ~~assets~~uncertainties ~~and~~as ~~liabilities~~a ~~for~~component ~~the~~of ~~expected~~income ~~future~~ tax ~~consequences~~expense. ofNo ~~events~~interest ~~that~~or penalties have been ~~included~~recognized inas ~~the~~of ~~financial~~December ~~statements. Under this method~~31, ~~deferred~~2016 ~~tax assets~~ and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse2015. ~~The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.~~

WeManagement ~~recognize~~has ~~deferred~~evaluated ~~tax~~and ~~assets~~concluded ~~to the extent~~ that wethere ~~believe~~were ~~these~~no ~~assets~~material ~~are~~uncertain ~~more~~tax ~~likely~~positions ~~than~~requiring ~~not~~recognition toin bethe ~~realized.~~Company's Infinancial ~~making~~statements ~~such~~for athe ~~determination,~~years weended ~~consider~~December ~~all available positive and negative evidence~~31, ~~including~~2016 ~~future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies,~~ and ~~results of recent operations~~2015. IfThe weCompany ~~determine~~does ~~that~~not weexpect ~~would~~any besignificant ~~able~~changes ~~to realize our deferred tax assets~~ in the ~~future~~unrecognized ~~in excess of their net recorded amount, we would make an adjustment to the deferred~~ tax ~~asset~~benefits ~~valuation~~within ~~allowance,~~twelve ~~which~~months ~~would~~of ~~reduce~~ the ~~provision~~reporting ~~for income taxes~~date.

WeRecently ~~record~~Issued ~~uncertain~~Accounting tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.Pronouncements

~~Fair~~During ~~Value~~May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"), which requires entities to recognize revenue in a way that depicts the transfer of ~~Financial~~promised ~~Instruments~~goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fullfil a contract. In July 2015, the FASB voted to delay the effective date of ASU 2014-09 by one year to the first quarter of 2018 to provide companies sufficient time to implement the standards. Early Adoption will be permitted, but not before the first quarter of 2017. Adoption can occur using one of two prescribed transition methods. The adoption of ASU 2014-09 is not expected to have a material impact on our consolidated financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern (ASU 2014-15). The ~~Company~~amendments ~~considers~~in ~~that~~this update will explicitly require a company's management to assess an entity's ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. The new standard will be effective in the ~~carrying~~first ~~amount~~annual ofperiod ~~financial~~ending ~~instruments~~after December 15, ~~including~~2016. ~~accounts~~We ~~payable~~adopted the provisions of ASU 2014-15 on January 1, ~~approximates~~2017. Early ~~fair~~application ~~value~~is ~~because~~permitted. The adoption of ~~the~~ASU ~~short~~2015-14 ~~maturity~~did not materially impact our consolidated financial position, results of ~~these~~operations ~~instruments~~or cash flows.

~~NOTE~~In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 such that the standard is effective for public entities for annual periods beginning after December 15, 2017 and for interim periods within those fiscal years. Early adoption of the standard is permitted for annual periods beginning after December 15, 2016. We adopted the provisions of ASU 2015-14 on January 1, 2017. 3The –adoption ~~INCOME~~of ~~TAXES~~ASU 2015-14 did not materially impact our consolidated financial position, results of operations or cash flows.

~~The~~In ~~Company~~November ~~provides~~2015, ~~for~~the ~~income~~FASB ~~taxes~~issued ~~under~~ASU ~~ASC~~No. ~~740~~2015-17, "Income Taxes~~". ASC~~ (Topic 740): ~~requires~~Balance ~~the~~Sheet ~~use~~Classification of anDeferred ~~asset~~Taxes ("ASU 2015-17"). ASU 2015-17 requires deferred tax liabilities and ~~liability~~assets ~~approach~~to be classified as noncurrent in ~~accounting~~the balance sheet. ASU 2015-17 is required to be adopted for ~~income~~annual ~~taxes~~periods beginning after December 15, 2016, including interim periods within that annual period. ~~Deferred~~The amendment may be applied either prospectively to all deferred tax ~~assets~~liabilities and ~~liabilities~~assets ~~are~~or ~~recorded~~retrospectively ~~based~~to onall ~~the~~periods ~~differences~~presented. ~~between~~We adopted the ~~financial~~provisions ~~statement~~of ~~and~~ASU ~~tax~~2015-17 ~~bases~~on January 1, 2017. The adoption of ~~assets~~ASU ~~and~~2015-17 ~~liabilities~~did ~~and~~not ~~the~~materially ~~tax~~impact ~~rates~~our inconsolidated ~~effect~~financial ~~when~~position, ~~these~~results ~~differences~~of ~~are~~operations ~~expected~~or tocash ~~reverse~~flows.

~~ASC~~In ~~740~~February ~~requires~~2016, the ~~reduction~~FASB ofissued ~~deferred~~ASU ~~tax~~No. ~~assets~~2016-02, "Leases" (topic 842). The FASB issued this update to increase transparency and comparability among organizations by arecognizing ~~valuation~~lease ~~allowance~~assets ~~if,~~and ~~based~~lease liabilities on the ~~weight~~balance ofsheet ~~available~~and ~~evidence,~~disclosing itkey information about leasing arrangements. The updated guidance is ~~more~~effective ~~likely~~for ~~than~~annual ~~not~~periods ~~that~~beginning ~~some~~after orDecember ~~all~~15, 2018, including interim periods within those fiscal years. Early adoption of the ~~deferred~~update ~~tax~~is ~~assets~~permitted. ~~will~~We adopted the provisions of ASU 2016-12 on January 1, 2017. The adoption of ASU 2016-02 did not bematerially ~~realized~~impact our consolidated financial position, results of operations or cash flows.

In March 2016, the FASB issued ASU No. 2016-06, "Derivatives and Hedging" (topic 815). The ~~provision~~FASB issued this update to clarify the requirements for ~~income~~assessing ~~taxes~~whether ~~differs~~contingent ~~from~~call (put) options that can accelerate the ~~amounts~~payment ~~which~~of ~~would~~principal beon ~~provided~~debt byinstruments ~~applying~~are clearly and closely related to their debt hosts. An entity performing the ~~statutory~~assessment ~~federal~~under ~~income~~the ~~tax~~amendments ~~rate~~in ofthis ~~34%~~update is required to assess the ~~net~~embedded ~~loss~~call ~~before~~(put) ~~provision~~options solely in accordance with the four-step decision sequence. The updated guidance is effective for ~~income~~annual ~~taxes~~periods ~~because~~beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the ~~application~~update is permitted. We adopted the provisions of aASU ~~full~~2016-06 ~~valuation~~on ~~allowance~~January 1, 2017. The adoption of ASU 2016-06 did not materially impact our consolidated financial position, results of operations or cash flows.

The Company's deferred tax asset is comprised of out net operating losses which were fully reserved as of December 31, 2015 and 2014.

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~~Due~~In April 2016, the FASB issued ASU No. 2016-09, "Compensation – Stock Compensation" (topic 718). The FASB issued this update to improve the ~~change~~accounting infor ~~ownership~~employee ~~provisions~~share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the ~~Tax~~accounting ~~Reform~~for ~~Act~~share-based ofpayment ~~1986~~award transactions are simplified, ~~our~~including: ~~net~~(a) ~~operating~~income ~~loss~~tax ~~carry~~consequences; ~~forwards~~(b) ~~for~~classification of awards as either equity or liabilities; and (c) classification on the ~~year~~statement ~~ended~~of cash flows. The updated guidance is effective for annual periods beginning after December 3115, ~~2015~~2016, ~~was~~including ~~$102,000~~interim ~~and~~periods ~~for~~within ~~federal~~those ~~income~~fiscal ~~tax~~years. ~~reporting~~Early ~~purposes~~adoption of the update is ~~subject~~permitted. toWe ~~annual~~adopted ~~limitations~~the provisions of ASU 2016-09 on January 1, 2017. The ~~net~~adoption ~~operating~~of ~~loss~~ASU ~~carry~~2016-09 ~~forwards~~did ~~expire~~not ~~beginning~~materially inimpact ~~2033~~our consolidated financial position, results of operations or cash flows.

~~NOTE~~In 4April –2016, ~~EQUIPMENT~~the FASB issued ASU No. 2016-10, "Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing" (topic 606). In March 2016, the FASB issued ASU No. 2016-08, "Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross verses Net)" (topic 606). These amendments provide additional clarification and implementation guidance on the previously issued ASU 2014-09, "Revenue from Contracts with Customers". The amendments in ASU 2016-10 provide clarifying guidance on materiality of performance obligations; evaluating distinct performance obligations; treatment of shipping and handling costs; and determining whether an entity's promise to grant a license provides a customer with either a right to use an entity's intellectual property or a right to access an entity's intellectual property. The amendments in ASU 2016-08 clarify how an entity should identify the specified good or service for the principal versus agent evaluation and how it should apply the control principle to certain types of arrangements. The adoption of ASU 2016-10 and ASU 2016-08 is to coincide with an entity's adoption of ASU 2014-09, which we intend to adopt for interim and annual reporting periods beginning after December 15, 2017. We adopted the provisions of ASU 2016-10 on January 1, 2017. The adoption of ASU 2016-10 did not materially impact our consolidated financial position, results of operations or cash flows.

~~NOTE~~In 5August 2016, the FASB issued ASU No. 2016-15, ~~EQUITY~~"Statement ~~TRANSACTIONS~~of Cash Flows - Classification of Certain Cash Receipts and Cash Payments." ASU No. 2016-15 addresses specific cash flow classification issues where there is currently diversity in practice including debt prepayment and proceeds from the settlement of insurance claims. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, with early adoption permitted. We adopted the provisions of ASU 2016-15 on January 1, 2017. The adoption of ASU 2016-15 did not materially impact our condensed consolidated financial position, results of operations or cash flows.

~~During~~Note ~~2014, the Company issued 2,454 shares of Series A Preferred Stock in its public offering on the Form S-1 Registration Statement to 26 investors for cash in the amount of $22,086~~4. ~~All~~Property ofand ~~these shares were converted into 1,104,300 shares of common stock.~~Equipment

~~During~~Property ~~2014,~~and ~~the~~equipment ~~Company~~stated ~~issued~~at 2cost,~~454~~ ~~shares~~less ofaccumulated ~~Series~~depreciation Aand ~~Preferred Stock in its public offering on the Form S-1 Registration Statement to 26 investors for cash in the amount of $22~~amortization,~~086. Each~~ ~~convertible~~consisted ~~preferred share can be converted into 450 shares~~ of ~~common stock of~~ the ~~Company. All of these shares were converted into 1,104,300 shares of common stock.~~following:

During January, 2015, 2,529 shares of Series A Convertible Preferred Stock were issued to 15 shareholders for the amount of $22,761. Each convertible preferred share can be converted into 450 shares of common stock of the Company. During January, 2015, all such shares of Series A Convertible Preferred Stock were converted into 1,138,050 shares of common stock of the Company.

	December 31,			December 31,
	2016			2015

Cost:
Furniture & equipment	$	2,744		$	32,956
Accumulated depreciation	$	(2,395	)	$	(17,601	)
Property & equipment, net	$	349		$	15,355

~~During~~Depreciation ~~January~~expense ~~2015,~~was ~~the~~$295 ~~Company~~and ~~returned~~$6,472 ~~refundable stock subscriptions~~ for ~~Series~~the Ayear ~~Preferred~~ended ~~Stock~~December in31, ~~the~~2016, ~~amount~~and ~~of $4~~2015,~~194~~ ~~to four subscribers~~respectively.

OnDuring ~~February 2, 2015,~~ the ~~Company~~year ~~repurchased~~ended ~~1,700,000~~December ~~shares of common stock issued to Patricia Posner for a purchase price in the amount of One Thousand Ten Dollars ($1~~31,~~010).~~ ~~As a result thereof~~2016, ~~Ms. Posner no longer owns any shares of capital stock of~~ the Company. Onabandoned ~~the~~property ~~same~~and ~~date,~~equipment ~~Ms.~~and ~~Posner~~recognized ~~resigned~~a asloss ~~Chairwoman,~~on ~~President,~~abandonment ~~Chief~~charge ~~Executive Officer and Treasurer~~ of ~~the Company~~$14,652.

~~NOTE 6~~Note –5. Intangible ~~SUBSEQUENT EVENTS~~Assets

On or about January 6, 2016 we entered into a Stock Purchase and Reorganization Agreement pursuant to which three investors purchased 30,000,000 newly issued shares of our common stock for the total amount of $266,919. The investment was in contemplation of our planned acquisition of Global Fantasy Sports, Inc., a Florida corporation ("GFS").

	December 31,			December 31,
	2016			2015

Capitalized software cost	$	990,592		$	990,592
Less: accumulated amortization		-			-
Less: impairment		(990,592	)		-
	$	-		$	990,592

OnFor ~~about~~ the ~~same~~year ~~day,~~ended ~~January~~December 631, 2016,we ~~entered~~the ~~into~~Company arecorded ~~Redemption~~an ~~Agreement~~impairment ~~pursuant~~charge toagainst ~~which~~intangible weassets ~~redeemed~~of a$990,592. ~~total~~The Company's intangible assets consisted of ~~9,272,350~~internally ~~shares~~developed ~~from~~software ~~Brisance~~relating ~~Capital,~~to ~~our~~fantasy ~~former~~sports ~~majority~~games. ~~stockholder~~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 ~~total~~portal ~~redemption~~to ~~price~~run the games was postponed indefinitely during the summer of ~~$201~~2016,~~919~~ 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.

On May 24, 2016, we acquired 100% of GFS' issued and outstanding capital stock, making GFS a wholly-owned subsidiary of the Company. In consideration for the Acquisition, we issued the stockholders of GFS a total of 27,000,000 newly issued shares of our common stock. Prior to the acquisition, the majority stockholder of GFS was our Chief Executive Officers . The transaction will be accounted for as a reverse acquisition.

On May 12, 2016, we sold 500,000 newly issued shares of common stock to an investor in exchange for $250,000.

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Note 6. Short Term Loan – Related Party

In November 2015, GFSI entered into an agreement with a third-party funding provider. The facility limit is $1.2 million and was due on May 31, 2016. During 2016, the loan is considered related party because of the following: Nuvolari became a significant shareholder of the Company in January 2016. The ownership of Nuvolari's stock later reverted to the CEO of the Company. (See Note 1 and Note 8). A director of the third party funding provider is a controlling shareholder of Nuvolari. In June 2017, the Director of the third party lender resigned from his position at the funding provider. All drawdowns are subject to an initial fee of 2.5% and interest is charged monthly at the rate of 1%. During the year ended December 31, 2016, the company received proceeds of $206,686, operating expenses of the company in the amount of $338,940 were paid directly though the short term loan, fees related to the funding were $30,920, total interest accrued amounted to $148,506 and repayments of accrued interest and fees amounted to $128,089. The total outstanding balance on the loan as of December 31, 2016, and December 31, 2015 was $1,321,148 and $724,185, respectively, including accrued interest and fees. Prior to January 1, 2016, the short term loan was not considered a related party liability in the accompanying consolidated balance sheets. The loan is secured by all of the Company's intellectual property. The total outstanding balance on the loan as of the date of this filing was $1,448,732, including accrued interest and fees.

On June 30, 2016, the Company and the lender executed an Extension to Terms of Loan, Line of Credit Agreement Dated November 16, 2015, whereby extending the maturity date of the agreement from May 31, 2016, to June 30, 2017. All other terms and conditions of the agreement remained unchanged.

On November 19, 2017, the Company and the lender executed a second amendment, whereby at any time or from time to time, the lender may convert the loan, in whole or in part, into newly issued shares of the Company's common stock at a conversion price of $0.10 per share. All other terms and conditions of the agreement remained unchanged.

Note 7. Loan Payable– Related Party

On August 19, 2016, a related party advanced $10,780 to the Company. The Company's CEO is the sole director and shareholder of the related party. The proceeds from the non-interest bearing advance were used for general operating expenses. The balance due on the advance as of the date of this filing was $785. The Company did not impute interest on the loan as it was deemed to be de minimis to the consolidated financial statements.

Note 8. Stockholders' Deficit

Rescission of common stock

In December 2017, the transaction pursuant to which Nuvolari Limited became the recipient of 27,900,000 shares of our common stock was rescinded, and those shares were transferred back to a company controlled by our Chief Executive Officer, who is the control shareholder of the company.

Sale of common stock

During the year ended December 31, 2016, the Company entered into stock purchase agreements with nine investors providing for the purchase of an aggregate of 1,054,818 newly issued shares of the Company's common stock for an aggregate purchase price of $518,206.

Conversion of debt to common stock

During the year ended December 31, 2015, the Company issued an aggregate of 56,994,300 shares (as recast) of the Company's common stock for the settlement of related party loans in the aggregate amount of $1,511,895.

Note 9. Related Party Transactions

During the year ended December 31, 2015, the Company received $465,661 funding from shareholders from subordinated convertible loans. These loans carried Nil interest charge and a stated repayment date of December 31, 2015. As of December 31, 2015 the loans were converted to common stock.

On March 14, 2016, Global Fantasy Sports, Ltd. sold all of its rights to its intellectual property relating to its fantasy games software and its ownership of How Far Games LLC to Global Fantasy Sports Inc. in exchange for 14,000,000 shares of Global Fantasy Sports, Inc. The assets and liabilities transferred to Global Fantasy Sports, Inc. relate to interests under common control and were recorded at historical cost. Costs incurred prior to January 1, 2016 are currently presented as a part of the consolidated entity since the transaction is accounted for as a transaction involving companies under common control. Ian Rosenblatt, our CEO and Chairman controlled Global Fantasy Sports Inc. and Global Fantasy Sports, Ltd. at the time of the asset sale. Below is a summary of the assets that were transferred at historical cost.

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

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Note 10. Income Taxes

Loss from operations before income taxes was allocated between the U.S. and foreign components for the years ended December 31, 2016 and 2015 as follows:

	For years ended December 31,
	2016			2015

United States	$	(2,410,481	)	$	(198,322	)
Foreign	$	(15,715	)	$	(311,797	)
	$	(2,426,196	)	$	510,119

As of December 31, 2016 and 2015, the Company had foreign Net Operating Loss ("NOL") carry forwards of approximately $728,000 and $712,000 respectively, which have indefinite lives. As of December 31, 2016 and 2015, the Company had U.S. Net Operating Loss ("NOL") carry forwards of approximately $2.7 million and $198,000, which will begin to expire beginning in 2036. A deferred tax has been established for these NOL carry forward's but have been offset by a full valuation allowance. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company's U.S. net operating carryovers may be subject to an annual limitation in the event of a change of control as defined in the regulations.

Note 11. Subsequent Events

Subsequent to December 31, 2016, the Company sold 786,255 shares of common stock to three investors for proceeds of $354,349

Subsequent to December 31, 2016, the Company sold 102,273 shares of common stock to a related party for proceeds of $45,000. The related party is the brother of a director of GFSI.

In January 2017, 1,000,000 newly issued shares of our common stock were issued to a consultant as per the terms of a consulting agreement entered into during January 2017.

On April 13, 2018, the Company issued an unsecured promissory note in principal amount of £20,000GBP to an accredited investor through a private placement. The note bears interest at a rate of 1% per month and matures on June 30, 2018 unless the maturity date is extended in writing by the parties. The Company received proceeds from the note of $27,658.

As part of the transaction, the Company issued the investor 280,000 shares of the Company's common stock. The relative fair value of the common stock issued will be recorded as an original issue discount and will be accreted over the life of the note to interest expense.

On April 30, 2018, the Company issued an unsecured convertible promissory note in principal amount of £20,000GBP to an accredited investor through a private placement. The convertible note bears interest at a rate of 1% per month, is convertible at a price equal to $0.10 per share and matures on July 31, 2018 unless the maturity date is extended in writing by the parties. The conversion price will be adjusted for stock splits, stock dividends and the like. The Company received proceeds from the convertible note of $26,500.

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Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

On July 15, 2016, we engaged Friedman, LLP, as ~~the~~our ~~Company's~~ independent registered public accounting firm to replace MaloneBailey, LLP ("MaloneBailey") who was terminated on the same day. MaloneBailey became ~~the~~our ~~Company's~~ independent registered public accounting firm in 2014.

During the two most recent fiscal years, there were (i) no disagreements between the Company and MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of MaloneBailey would have caused MaloneBailey to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

On December 21, 2016, we engaged MaloneBailey, LLP ("MaloneBailey") as ~~the~~our ~~Company's~~ independent registered public accounting firm to replace Friedman, LLP ("Friedman") who resigned as ~~the~~our ~~Company's~~ independent registered public accounting. Friedman became the Company's independent registered public accounting firm on July 15, 2016.

During the two most recent fiscal years, there were (i) no disagreements between ~~the~~us ~~Company~~ and Friedman on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of Friedman would have caused Friedman to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9A. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") 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 Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our fourth fiscal quarter covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and financial officers and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

·● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of December 31, ~~2015~~2016, management ~~has not~~ completed an effective assessment of the Company's internal controls over financial reporting based upon the 2013 Committee on Sponsoring Organizations (COSO) framework. Management has concluded that during the period covered by this report, our internal controls and procedures were not effective to detect the inappropriate application of U.S. GAAP. Management identified the following material weaknesses set forth below in our internal control over financial reporting.

1. We lack the necessary corporate accounting resources to maintain adequate segregation of duties.

2. We currently have inadequate resources due to the need to hire accounting personnel with the requisite knowledge of U.S. GAAP.

3. We did not perform an effective risk assessment or monitor internal controls over financial reporting.

4. We lack the necessary corporate resources to conduct adequate review of related party transactions.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of the Company's registered independent public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this annual report.

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Item 9B. Other Information.

Change in Shell Company Status

On June 6, 2016, the Company filed a current report on Form 8-K and ceased being a "shell company", as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, as of such date. Disclosures required by Item 5.06 of Form 8-K as a result of this change in shell company status during the second quarter of 2016 were disclosed in such report on Form 8-K.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the name, age and position of each of our executive officers and directors as of ~~September~~December 3031, 2016.

Directors and Executive Officers

Name	Age	Position

Ian Rosenblatt	65	Chief Executive Officer, President, Chief Financial Officer and Director

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The following describes the business experience of each of our directors and executive officers, including other directorships held in public reporting companies, if any:

Ian Rosenblatt, Chief Executive Officer, Chief Financial Officer and Director - Ian Rosenblatt has 40 years of professional experience in business development ventures, cross border mergers and acquisitions, and international partnerships. He qualified as an insolvency practitioner in the UK. In 2004, he was appointed as the CEO of a Public Company quoted on the Brussels and Luxembourg stock exchanges which had operations in the UK, France, Switzerland, Germany and USA. He has the past five years provided consultancy advice to early stage businesses on capital raising and IPO/exit strategies.

Except as noted above, the above persons do not hold any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act.

Term of Office

All of our directors hold office until the next annual meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.

Family Relationships

There are no family relationships among any of the Company's directors and officers.

Board Composition and Committees

We do not have a standing nominating, compensation or audit committee. Rather, our full board of directors performs the functions of these committees. Also, we do not have a "audit committee financial expert" on our board of directors as that term is defined by Item 407(d)(5)(ii) of Regulation S-K. We do not believe it is necessary for our board of directors to appoint such committees because the volume of matters that come before our board of directors for consideration permits the directors to give sufficient time and attention to such matters to be involved in all decision making.

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Code of Ethics Our Board of Directors intends to adopt a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The code will address, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code.

Our Board of Directors intends to adopt a code of ethics that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. The code will address, among other things, honesty and ethical conduct, conflicts of interest, compliance with laws, regulations and policies, including disclosure requirements under the federal securities laws, confidentiality, trading on inside information, and reporting of violations of the code.

Involvement in Certain Legal Proceedings

None of our directors, executive officers or control persons has been involved in any of the events prescribed by Item 401(f) of Regulation S-K during the past ten years, including:

any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

2.	any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii.	engaging in any type of business practice; or

iii.	engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

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being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;

5.	being found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

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7.	being subject to, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i . any Federal or State securities or commodities law or regulation; or

ii.	any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.	any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Act

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent (10%) of our shares of common stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent (10%) stockholders are required by regulations promulgated by the SEC to furnish us with copies of all Section 16(a) forms that they file. With reference to transactions during the fiscal year ended December 31, ~~2015~~2016, to our knowledge, all Section 16(a) forms required to be filed with the SEC have ~~not yet~~ been filed.

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Item 11. Executive Compensation.

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by, or paid to the Company's Named Executive Officers during the years ended December 31, ~~2015~~2016 and December 31, ~~2014~~2015 for services to the Company.

Name	Position	Year Ended & Period Ended	Salary Paid ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen- sation ($)	All Other Compen- sation ($)	Total ($)
Ian Rosenblatt (1)	CEO	~~2015~~2016	-	-	-	-	-	-	-
Andrea Kowalski (1)(2)	CEO	2015	4,000	-	-	-	-	-	4,000
Andrea Kowalski (2)	CEO	2015	4,000	-	-	-	-	-	4,000
Alessandrina Cornet (1)(2)	Treasurer	2015	-	-	_	-	-	-	-
Patricia Posner (2)	CEO	2015	-	-	-	-	-	-	-
		2014	-	-	-	-	-	-	-
Stanley Silverberg (2)	Secretary	2015	-	-	-	-	-	-	-
		2014	-	-	-	-	-	-	-

___________

(1) Ian Rosenblatt was appointed as anchief executive officer ~~of the Company~~ on December 31, 2015. ~~Also, on December 31, 2015, Andrea Kowalski resigned as an officer and director the Company. Also, on November 11, 2015, Ms. Cornet resigned as an officer of the Company.~~

(2) ~~Each~~Also, of Andrea Kowalski ~~and Alessandrina Cornet was appointed as an executive officer of the Company on February 2, 2015. Each of Patricia Posner and Stanley Silverberg~~ resigned as an ~~executive~~ officer and director ~~of the Company~~ on ~~February~~December 231, 2015.

Compensation of Directors

The following table sets forth the information concerning cash and non-cash compensation awarded to, earned by, or paid to the Company's directors during the years ended December 31, 2015 and December 31, 2014 for services to the Company.

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Name	Year Ended & Period Ended	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Ian Rosenblatt(1)	2015	-	-	-	-	-	-	-
Andrea Kowalski(1)(2)	2015	-	-	-	-	-	-	-
Patricia Posner(2)	2015	-	-	-	-	-	-	-
	2014	-	-	-	-	-	-	-
Stanley Silverberg(2)	2015	-	-	-	-	-	-	-
	2014	-	-	-	-	-	-	-

Compensation of Directors

The following table sets forth the information concerning cash and non-cash compensation awarded to, earned by, or paid to the Company's directors during the years ended December 31, 2016 and December 31, 2015 for services to the Company.

Name	Year Ended & Period Ended	Fees Earned or Paid in Cash ($)	Stock Awards ($)(2)	Option Awards ($)	Non- Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Ian Rosenblatt(1)	2016	-	-	-	-	-	-	-

Andrea Kowalski(2)	2016	-	-	-	-	-	-	-
	2015	-	-	-	-	-	-	-

____________

(1) On January 6, 2016 Ian Rosenblatt was appointed as a director ~~of the Company on January 6, 2016~~ to fill a vacancies on the Board of Directors. ~~Also, on January 6, 2016, Andrea Kowalski resigned as a director the Company.~~

(2) On ~~Andrea~~January ~~Kowalski~~6, ~~was appointed as a director of the Company on February 2~~2016, ~~2015.~~Andrea ~~Each~~Kowalski ~~of Patricia Posner and Stanley Silverberg~~ resigned as a director ~~of the Company on February 2, 2015~~.

Potential Payments Upon Termination or Change in Control

As ofThere ~~the date of this report, there~~ were no potential payments or benefits payable to our executive officers, upon their termination or in connection with a change in control.

Pension Benefits

No ~~named~~ executive officers received or held pension benefits during the years ended December 31, ~~2015~~2016 and December 31, ~~2014~~2015.

Nonqualified Deferred Compensation ~~No nonqualified deferred compensation was offered or issued to any named executive officer during the years ended December 31, 2015 and December 31, 2014 for services to the Company.~~

No nonqualified deferred compensation was offered or issued to any named executive officer during the years ended December 31, 2016 and December 31, 2015 for services to the Company.

Grants of Plan-Based Awards

During the years ended December 31, 2016 and December 31, 2015, we have not granted any plan-based awards to our executive officers.

Outstanding Equity Awards

No unexercised options or warrants were held by any of our named executive officers as of December 31, 2016 or December 31, 2015. No equity awards were made during the years ended December 31, 2016 and December 31, 2015.

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Grants of Plan-Based Awards During the years ended December 31, 2015 and December 31, 2014, we have not granted any plan-based awards to our executive officers.

Outstanding Equity Awards

No unexercised options or warrants were held by any of our named executive officers as of December 31, 2015 or December 31, 2014. No equity awards were made during the years ended December 31, 2015 and December 31, 2014.

Option Exercises and Stock Vested

During the years ended December 31, ~~2015~~2016 and December 31, ~~2014~~2015, our executive officers have neither been granted any options, nor did any unvested stock or options granted to executive officers vest. As of the date of this report, our executive officers do not have any stock options or unvested shares of stock of the Company.

Equity Incentive Plan We do not have an equity incentive plan. When we adopt an equity incentive plan, the purposes of the proposed equity incentive plan are to attract and retain qualified persons upon whom our sustained progress, growth and profitability depend, to motivate these persons to achieve long-term company goals and to more closely align these persons' interests with those of our other shareholders by providing them with a proprietary interest in our growth and performance. Our executive officers will be eligible to participate in the plan. We have not determined the amount of shares of our common stock to be reserved for issuance under the proposed equity incentive plan. Compensation Committee Interlocks and Insider Participation

~~During~~We ~~the~~do ~~years~~not ~~ended~~have ~~December~~an 31equity incentive plan. When we adopt an equity incentive plan, ~~2015~~the purposes of the proposed equity incentive plan are to attract and ~~December~~retain 31qualified persons upon whom our sustained progress, ~~2014~~growth and profitability depend, weto ~~did~~motivate ~~not~~these ~~have~~persons ato ~~standing~~achieve ~~compensation~~long-term ~~committee.~~company ~~Our~~goals ~~Board~~and ofto ~~Directors~~more ~~was~~closely ~~responsible~~align ~~for~~these ~~the~~persons' ~~functions~~interests ~~that~~with ~~would~~those ~~otherwise~~of beour ~~handled~~other shareholders by ~~the~~providing ~~compensation~~them ~~committee.~~with ~~All~~a ~~directors~~proprietary ~~participated~~interest in ~~deliberations~~our ~~concerning~~growth and performance. Our executive ~~officer~~officers ~~compensation,~~will ~~including~~be ~~directors~~eligible ~~who~~to ~~were~~participate ~~also~~in ~~executive~~the ~~officers~~plan. We have not determined the amount of shares of our common stock to be reserved for issuance under the proposed equity incentive plan. Compensation Committee Interlocks and Insider Participation

During the years ended December 31, 2016 and December 31, 2015, we did not have a standing compensation committee. Our Board of Directors was responsible for the functions that would otherwise be handled by the compensation committee. All directors participated in deliberations concerning executive officer compensation, including directors who were also executive officers.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information with respect to beneficial ownership of our common stock on ~~January~~May 3123, 2018 ~~2017~~ based on 6063,~~000~~503,~~000~~346 issued and outstanding shares of common stock, by:

● each person or group known to us to beneficially own 5% or more of our common stock;

● each of our directors ~~and director nominees~~;

● each of our named executive officers; and

● all of our executive officers and directors as a group.

Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law.

Unless otherwise indicated below, each entity or person listed below maintains an address at 420 Lexington Avenue; Suite 2320, New York, NY 10170..

The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after January 1, 2018, through the exercise of any stock option, warrant or other right.

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Beneficial owner	Number of shares beneficially owned	Percentage of Shares Outstanding

Executive Officers and Directors

Ian Rosenblatt (1)	52,800,009	83.1	%

All directors and executive officers as a group (1 person)	52,800,009	83.1	%

5% Stockholders

Global Fantasy Sports, Ltd. (2)	26,999,807	42.5	%

Unless otherwise indicated below, each entity or person listed below maintains an address of 90311 Overseas Hwy., Tavernier, Florida 33070.

The number of shares beneficially owned by each shareholder is determined under rules promulgated by the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting or investment power and any shares as to which the individual or entity has the right to acquire beneficial ownership within 60 days after May 10, 2016, through the exercise of any stock option, warrant or other right.

Beneficial owner	Number of shares beneficially owned		Percentage of Shares Outstanding
Ian Rosenblatt (1)		24,320,000		40.5	%
Global Fantasy Sports, Ltd. (1)		25,650,000
Nuvolari Limited		27,900,000		46.5	%
All directors and executive officers as a group (3 persons)		24,320,000		*

______________

*(1) Represents ~~Less~~shares ~~than~~beneficially 1owned ~~percent~~by Mr. Rosenblatt including beneficial ownership of 26,999,807 shares owned by Global Fantasy Sports, Ltd.

(12) ~~Represents~~Includes shares ~~owned~~ by ~~Global Fantasy Sports, Ltd. and beneficially owned by~~ Mr. Rosenblatt.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

There are no other transactions involving the Company and any of its officers, directors, majority shareholders or other related persons or control persons that require disclosure pursuant to Item 404(d) of Regulation S-K (§ 229.404(d)). We do not have an established policy regarding related transactions.

-Director ~~30 -~~Independence

~~TABLE~~ OFWe ~~CONTENTS~~do not have a standing nominating, compensation or audit committee. Rather, the board of directors performs the functions of these committees. We do not believe it is necessary for the board of directors to appoint such committees, because the volume of matters that come before the board of directors for consideration is not so substantial that our directors are usually allowed sufficient time and attention to such matters.

Director Independence We do not have a standing nominating, compensation or audit committee. Rather, the board of directors performs the functions of these committees. We do not believe it is necessary for the board of directors to appoint such committees, because the volume of matters that come before the board of directors for consideration is not so substantial that our directors are usually allowed sufficient time and attention to such matters. The Company believes that Stephen J. Ratelle is "independent" as such term is defined by the rules of the Nasdaq Stock Market.

Annual Report on Form 10-K

Copies of our Annual Report on Form 10-K, without exhibits, can be obtained without charge from us at Satya Worldwide, Inc., 90311 Overseas Highway, Tavernier, Florida 33070, or by telephone at (786) 259-0024.

Item 14. Principal Accountant Fees and Services.

The following table sets forth fees billed to us for principal accountant fees and services during the years ended December 31, ~~2015~~2016 and December 31, ~~2014~~2015.

	Year Ended December 31, 2015		Year Ended December 31, 2014
	Year Ended December 31, 2016		Year Ended December 31, 2015
Audit Fees	$	858,000	$	460,000
Audit-Related Fees		-		~~1,100~~-
Tax Fees		-		-
All Other Fees		-		~~1,000~~-
Total Audit and Audit-Related Fees	$	858,000	$ ~~6,100~~	60,000

PART IV

Item 15. Exhibits.

Please see Exhibit List set forth below.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the ~~6th~~23rd day of ~~March~~May, ~~2017~~2018.

SATYA WORLDWIDE, INC.

By: /s/ Ian Rosenblatt

Ian Rosenblatt

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

Signature	Title	Date



/s/ Ian Rosenblatt Ian Rosenblatt	Chief Executive Officer, (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer), Director	May 23, 2018

~~/s/~~- ~~Ian~~31 ~~Rosenblatt Ian Rosenblatt Chief Executive Officer, (Principal Executive Officer), Chief Financial Officer (Principal Financial and Accounting Officer), Director March 6, 2017~~-

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Satya Worldwide, Inc.

Index to Exhibits

Exhibit No.				Description
3.1				Articles of Incorporation*
3.2				Bylaws, as ~~currently~~amended*
4.1				Specimen preferred stock certificate*
4.2				Specimen common stock certificate*
10.1				Subscription Agreement for Series A Convertible Preferred Stock **
10.2				Amended and Restated Share Exchange and Reorganization Agreement dated as of May 26, 2016***
10.3				Amended and Restated Share Exchange and Reorganization Agreement****
21.1				List of Subsidiaries****
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****
101.INS				XBRL Instance Document ~~****~~
101.SCH				XBRL Schema Document ~~****~~
101.CAL				XBRL Calculation Linkbase Document ~~****~~
101.DEF				XBRL Definition Linkbase Dcoument ****Document
101.LAB				XBRL Label Linkbase Document ~~****~~
101.PRE				XBRL Presentation Linkbase Document ~~****~~
*				Included as an Exhibit to our Registration Statement on Form S-1 filed on May 1, 2014
**				Included as an Exhibit to our Registration Statement on Form S-1/Amendment No. 1 filed on June 17, 2014
***				Included as an Exhibit to our report on Form 8-K filed on June 6, 2016
****				~~Filed~~File herewith

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