UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

Commission File Number 000-55091

SOUL AND VIBE INTERACTIVE INC.

(Exact name of registrant as specified in its charter)

Nevada

(State of incorporation)

~~1600~~6548 South ~~Hwy~~Big ~~100~~Cottonwood Canyon Road, Suite ~~500~~200

~~St.~~Salt ~~Louis~~Lake ~~Park~~City, MNUtah, ~~55416~~84121

(Address of principal executive offices)

(763) 400-8040

(Registrant’s telephone number)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 90 days. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-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	x
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~YES ¨ NO x~~

YES ¨ NO x

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of ~~November~~May 1113, ~~2015~~2016, there were 26533,~~629~~533,~~900~~ 916 shares of the registrant’s $0.001 par value common stock issued and outstanding.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Condensed Consolidated Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4
Item 4.	Controls and Procedures	4
	PART II
Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	5
Item 4.	Mine Safety Disclosures	5
Item 5.	Other Information	5
Item 6.	Exhibits	5
	Signatures	6

Special Note Regarding Forward-Looking Statements

Information included in this Form 10-Q contains forward-looking statements that may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Soul and Vibe Interactive Inc. (at times referred to as “SVI”) and its wholly owned subsidiaries (at times referred to as “Soul” and collectively with SVI, the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

iii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Condensed Consolidated Balance Sheets	F-2

Unaudited Condensed Consolidated Statements of Operations	F-3

Unaudited Condensed Consolidated Statements of Cash Flows	F-4

Notes to the Unaudited Condensed Consolidated Financial Statements	F-5

F-1

SOUL AND VIBE INTERACTIVE INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	September 30,
	March 31,
	2015			December 31,
	2016			December 31,
	(unaudited)			~~2014~~2015
ASSETS
Current Assets
Cash	$	-5,084		$	257,~~752~~090
Accounts Receivable		~~437~~244			~~3,619~~463
Debt Issue Cost		8,541			6,190
Prepaid Expenses		14,873			31,450
Prepaid Expenses		11,801			7,500
Total Current Assets		20,201			39,003
Total Current Assets		20,779			43,061
Fixed Assets
Furniture and Equipment		1314,~~924~~526			914,~~470~~526
Accumulated Depreciation		(34,~~279~~610	)		(13,~~538~~940	)
Total Fixed Assets		109,~~645~~916			710,~~932~~586
Other Assets
Development Costs, net of accumulated amortization of $92,035 and
Development Costs, net of accumulated amortization of $141,583 and
$45,704 as of September 30, 2015 and December 31, 2014, respectively		398,120			383,701
$116,475 as of March 31, 2016 and December 31, 2015, respectively		385,572			398,680
Total Assets	$	~~429~~415,~~544~~689		$	~~434~~448,~~694~~269
LIABILITIES AND SHAREHOLDER'S DEFICIT
Current Liabilities
Accounts payable	$	~~416~~429,~~376~~151		$	~~346~~430,~~928~~512
Disbursements in excess of bank balances		9,491			-
Related party payable		29,350			22,068
Accrued expenses		~~266~~593,~~443~~669			33470,~~113~~901
Accrued interest, related party		-			1,458
Note payable		21,580			27,580
Accrued interest		12,349			-
Current portion of convertible debentures, net of discount of $221,786 and
Note payable, related party		-			2,500
$171,768 as of March 31, 2016 and December 31, 2015, respectively		113,652			170,399
Convertible note payable, related party, net of discount of $0 and
Derivative liability		1,158,539			1,313,673
$324 as of September 30, 2015 and December 31, 2014, respectively		-			9,676
Total Current Liabilities		2,345,941			2,435,133
Convertible notes payable, net of discount of $299,031 and $5,204 as of
Long-term portion of convertible debentures, net of discount of $119,039
September 30, 2015 and December 31, 2014, respectively		139,730			117,574
and $102,143 as of March 31, 2016 and December 31, 2015, respectively		22,376			12,129
Convertible debentures, net of discount of $0 and $130,413 as of
Total Liabilities		2,368,317			2,447,262
September 30, 2015 and December 31, 2014, respectively		-			80,254
Derivative liability		1,848,316			1,081,318
Total Current Liabilities		2,692,705			1,672,821
Shareholder's Deficit
Preferred Stock, $0.001 par value, 10,000,000 authorized, 130,000 issued and outstanding as of September 30, 2015 and December 31, 2014		130			130
Preferred Stock, $0.001 par value, 10,000,000 authorized, 130,000 issued and outstanding as of March 31, 2016 and December 31, 2015		130			130
Common Stock, $0.001 par value, 300,000,000 authorized, 7,163,425 and 926,087 issued and outstanding as of September 30, 2015 and December 31, 2014, respectively		7,163			926
Common Stock, $0.001 par value, 750,000,000 authorized, 237,642,126 and 60,840,309 issued and outstanding as of March 31, 2016 and December 31, 2015, respectively		237,642			60,840
Common Stock Held in Escrow		(25	)		-(25	)
Additional Paid-in Capital		4,~~063~~673,~~752~~028			34,~~207~~548,~~840~~031
Accumulated Deficit		(6,~~334~~863,~~181~~403	)		(46,~~447~~607,~~023~~969	)
Total Shareholder's Deficit		(21,~~263~~952,~~161~~628	)		(1,~~238~~998,~~127~~993	)
Total Liabilities & Shareholder's Deficit	$	~~429~~415,~~544~~689		$	~~434~~448,~~694~~269

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

F-2

SOUL AND VIBE INTERACTIVE INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	For the Three Months			For the Three Months
	September 30,						September 30,
	Ended March 31, 2016			Ended March 31, 2015
	2015			2014			2015			2014
	(unaudited)			(unaudited)
Revenues	$	1,~~197~~125		$	92,~~635~~622		$	~~5,360~~		$	~~52,032~~
Cost of Sales		(1940,~~982~~435	)		(1513,~~780~~262	)		~~(62,981~~	)		~~(48,838~~	)
Gross Profit		(18,785	)		(6,145	)		(57,621	)		3,194
Gross Loss		(39,310	)		(10,640	)
Operating Expenses
General & Administrative		~~123~~138,~~915~~236			71299,~~182~~052			~~569,467~~			~~408,546~~
Professional Fees		6290,~~254~~565			~~188~~148,~~304~~576			~~262,406~~			~~962,480~~
Total Operating Expenses		~~186~~228,~~169~~801			~~259~~447,~~486~~628			~~831,873~~			~~1,371,026~~
Operating Loss		(~~204~~268,~~954~~111	)		(~~265~~458,~~631~~268	)		~~(889,494~~	)		~~(1,367,832~~	)
Other Income (Expense)
Gain (Loss) on Derivative		(136,~~639,776~~860	)		~~(85~~709,~~832~~310	)		~~(1,115,908~~	)		~~885,294~~
Gain (Loss) on Extinguishment of Debt		~~712~~172,~~007~~774			(48,~~554~~096	)		~~566,454~~			~~(76,360~~	)
Interest Expense		(~~177~~123,~~728~~237	)		(4485,~~948~~499	)		~~(448,210~~	)		~~(308,078~~	)
Total Other Income (Expense)		(112,~~105,497~~677	)		~~(135~~615,~~334~~715	)		~~(997,664~~	)		~~500,856~~
Loss before Income Taxes		(1,310,451	)		(400,965	)		(1,887,158	)		(866,976	)
Income (loss) before Income Taxes		(255,434	)		157,447
Income Taxes		-			-			-			-
Net Loss	$	(1,310,451	)	$	(400,965	)	$	(1,887,158	)	$	(866,976	)
Net Income (loss)	$	(255,434	)	$	157,447
Income per Share
Basic	$	(0.3500	)	$	(0.6015	)	$	~~(0.85~~	)	$	~~(1.58~~	)
Weighted Average Shares Outstanding
Diluted	$	0.00		$	0.10
Basic		3,790,970			672,113			2,226,458			548,137
Weighted Average Shares Outstanding
Basic		144,696,582			1,025,465
Diluted		144,696,582			1,544,490

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

F-3

SOUL AND VIBE INTERACTIVE INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months			For the Nine Months
	For the Three Months			For the Three Months
	Ended September 30, 2015			Ended September 30, 2014
	Ended March 31, 2016			Ended March 31, 2015
	(unaudited)			(unaudited)
Cash Flows from Operating Activities
Net Loss	$	(1,887,158	)	$	(866,976	)
Net Income (loss)	$	(255,434	)	$	157,447
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		~~1,741~~670			~~874~~474
Amortization of debt issuance costs		10,649			-
Amortization of debt discount		115,164			88,164
Amortization of debt discount		370,759			316,848
Amortization of software development costs		25,108			12,465
Amortization of software development costs		46,331			-
Common stock issued for services		-			44,151
Wages and interest contributed to capital		-			70,043
(Gain) loss on derivative		36,860			(709,310	)
Common stock issued for services		56,792			521,556
(Gain) loss on extinguishment of debt		(172,774	)		8,096
Gain on derivative		1,115,908			(885,294	)
Common stock and warrants issued as compensation		-			147,587
Loss on extinguishment of debt		(566,454	)		76,360
Common stock and warrants issued as compensation		150,947			-
Changes in Operating Assets and Liabilites:
(Increase) Decrease in accounts receivable		3,182			(2,935	)
Decrease in accounts receivable		219			2,961
Decrease in prepaid expenses		5816,~~799~~577			~~240~~51,~~300~~882
Increase in accounts payable		785,~~939~~921			~~164~~14,~~857~~970
Increase in accrued expenses		~~335~~133,~~017~~683			21100,~~548~~000
Net cash used in operating activities		(224,548	)		(342,819	)
Increase in accrued interest		-			2,652
Net cash used in operating activities		(94,006	)		(78,461	)
Cash Flows from Investing Activities
Purchased of fixed assets		(4,454	)		(4,059	)
Cash paid for development costs		(12,000	)		(12,000	)
Cash paid for development costs		(60,750	)		(164,240	)
Net cash used in investing activities		(12,000	)		(12,000	)
Net cash used in investing activities		(65,204	)		(168,299	)
Cash Flows from financing activities
Repayment of related party notes payable		~~(2,500~~-	)		(332,~~600~~500	)
Payment of debt issuance costs		(5,000	)		-
Repayment of notes payable		(6,000	)		-
Proceeds from the issuance of convertible debenture and notes payable		271,500			200,000
Payment of debt issuance costs		-			(5,000	)
Proceeds from sale of common stock and warrants, net of offering costs		-			375,355
Proceeds from the issuance of convertible debenture and notes payable		110,000			156,000
Net cash provided by financing activities		264,000			541,755
Proceeds from sale of common stock and warrants, net of offering costs		-			-
Net increase (decrease) in cash		(25,752	)		30,637
Net cash provided by financing activities		104,000			148,500
Cash Balance at Beg of Period		25,752			114,429
Net increase (decrease) in cash		(2,006	)		58,039
Cash Balance at End of Period	$	-		$	145,066
Cash Balance at Beg of Period		7,090			25,752
Cash Balance at End of Period	$	5,084		$	83,791
Supplemental Disclosure of Cash Flow Information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Supplemental Disclosure of NonCash Transactions
Capital stock issued for software development costs	$	-		$	36,765
Debenture principal converted to capital stock	$	123,424		$	15,000
Software development costs financed by accounts payable	$	-		$	7,500
Debt discount removed upon extinguishment of debt	$	91,671		$	14,959
Capital stock issued for prepaid expenses	$	71,100		$	315,326
Derivative liability removed upon extinguishment of debt	$	455,494		$	16,667
Warrants issued upon refinance of debt recorded as debt discount	$	-		$	22,941
Capital stock issued for prepaid expenses	$	-		$	71,100
Discount on issuance of convertible debenture and notes payable	$	-		$	10,667
Fair value of derivative conversion option recorded as debt discount	$	263,500		$	156,000
Discount on issuance of convertible debenture and notes payable	$	10,250		$	10,906
Accrued interest converted to debt principal in note exchange	$	8,974		$	5,293

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

F-4

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 1 - Nature of Operations and Continuance of Business

The unaudited interim condensed consolidated financial statements included herein have been prepared by Soul and Vibe Interactive Inc. (“SVI”) and its wholly owned subsidiaries Soul and Vibe Entertainment, Inc., and Soul and Vibe Publishing, Inc., aboth Nevada ~~corporation~~corporations (“Soul,” and collectively with SVI, the “Company”) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the “SEC”). Soul and Vibe Entertainment, Inc. is doing business as Soul and Vibe Documentation services in the State of Utah. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Form 10-K for the year ended December 31, ~~2014~~2015, as filed with the SEC. We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year as reported in Form 10-K have been omitted.

Note 2 - Summary of Significant Accounting Policies

Derivative Instruments

The Company accounts for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging, all derivative instruments are reflected as either assets or liabilities at fair value in the balance sheet. The Company uses estimates of fair value to value its derivative instruments. Fair value is defined as the price to sell an asset or transfer a liability in an orderly transaction between willing and able market participants. In general, the Company’s policy in estimating fair values is to first look at observable market prices for identical assets and liabilities in active markets, where available. When these are not available, other inputs are used to model fair value such as prices of similar instruments, yield curves, volatilities, prepayment speeds, default rates and credit spreads (including for the Company’s liabilities), relying first on observable data from active markets. Additional adjustments may be made for factors including liquidity, credit, bid/offer spreads, etc., depending on current market conditions. Transaction costs are not included in the determination of fair value. When possible, the Company seeks to validate the model’s output to market transactions. Depending on the availability of observable inputs and prices, different valuation models could produce materially different fair value estimates. The values presented may not represent future fair values and may not be realizable. The Company categorizes its fair value estimates in accordance with ASC 820 based on the hierarchical framework associated with the three levels of price transparency utilized in measuring financial instruments at fair value as discussed above.

Revenue Recognition

The Company primarily digitally distributes its products through (an) online merchants / portal service(s). The Company recognizes revenue at the “on demand” point of sale by the customer and recognizes a receivable. (For the purposes of digital distribution, customer is equivalent to end consumer.) The portal service(s) track product sales on a daily / near-daily basis.

For the Company’s games and entertainment apps (such as e-books) every two weeks, monthly, or quarterly (depending upon the digital merchant / portal service) payment is remitted to the Company. Ownership of product is transferred to the customer with a no refund, no return policy, as set by the online portal service(s). For retail distributed products (pick-ups and select licensed-brand games), the Company recognizes revenue through traditional retail "sell-in" and "sell-through." Receivables are logged based on "sell-through" reports from retailers and distributors. Based on the distributor, product sales are tracked on a monthly basis. On average, between thirty (30) to forty-five (45) days following the end of a month, the distributor remits payment to the Company. Ownership of product is transferred to the customer (end user) with a no refund, no return policy, as set by individual retailers.

For the Company’s music releases (soundtracks and multi-track singles) it receives sales reports three months following any given month’s end. Earned revenue is collected by the Company’s aggregator and the Company, at its own discretion, can request the earned funds be deposited into its proprietary PayPal account at a time of its own choosing.

F-5

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Basic and Diluted Earnings Per Share

The basic net ~~loss~~income per common share is computed by dividing the net ~~loss~~income by the weighted average number of common shares outstanding. Diluted net ~~loss~~income per common share is computed by dividing the net income adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities.

~~Development~~Recently ~~Costs~~Adopted Accounting Pronouncements

~~The~~In ~~Company~~April ~~capitalizes~~2015, ~~all~~the ~~game~~Financial ~~software development~~Accounting ~~costs~~Standards ~~once~~Board ~~upon~~(FASB) ~~reaching~~issued ~~the~~Accounting ~~application~~Standards ~~development~~Update ~~stage~~(ASU) No. 2015-03, ~~management~~Simplifying ~~has~~the ~~authorized~~Presentation ~~and~~of ~~committed~~Debt ~~funding~~Issuance toCosts, ~~the project~~which ~~and~~amended Interest it– isImputation ~~probable~~of ~~that~~Interest of the ~~project~~Accounting ~~will~~Standards ~~be completed~~Codification. ~~Costs~~The ~~that~~amended ~~are~~guidance ~~capitalized~~requires ~~are~~that ~~primarily~~debt ~~fees~~issuance ~~paid~~costs related to ~~consultants~~a recognized debt liability, which were presented as deferred charges (assets), be presented in the ~~form~~balance ofsheet ~~cash~~as ~~and~~a ~~common~~direct ~~stock~~deduction offrom the ~~Company~~carrying amount of that debt liability. ~~Capitalization~~The ~~ceases~~recognition noand ~~later~~measurement ~~than~~guidance ~~the~~for ~~point~~debt atissuance ~~which~~costs ~~the~~are ~~project~~not isaffected ~~substantially~~by the amendments in ~~complete~~this ~~and~~update. ~~ready~~The ~~for~~amendments ~~its~~is ~~intended~~effective ~~use~~for fiscal years, ~~generally~~and ~~after~~interim ~~all~~periods ~~substantial~~within ~~testing~~those isfiscal ~~completed~~years, beginning after December 15, 2015.

~~Capitalized~~Recently ~~software~~Issued ~~development~~Accounting costs are amortized over the estimated useful life of 5 years, using the greater of the straight-line method or the ratio of current revenues to total projected future revenues. Amortization expense related to capitalized software development costs for the nine month periods ending September 30, 2015 and 2014 was $46,331 and $33,239, respectively.Pronouncements

~~Fair~~In ~~Value~~February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets, initially measured at the present value of ~~Financial~~the ~~Instruments~~lease payments. The accounting guidance for lessors is largely unchanged. The ASU is effective for annual and interim periods beginning after December 15, 2018. It is to be adopted using a modified retrospective approach. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company’s financial statements.

ASC 820, Fair Value Measurements,(ASC 820) and ASC 825, Financial Instruments (ASC 825), requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 - Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, accounts payable, notes, convertible notes, accrued liabilities, and derivative liabilities. The recorded values of financial instruments other than the derivative liability approximate their current fair values because of their nature and respective maturity dates or durations. The derivative liability is measured at fair value.

Note 3 - Going Concern

The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplate continuation of the Company as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. Through September 30, 2015, the Company had incurred cumulative losses of $6,334,181 since inception. Additionally, the Company has accumulated significant losses, has negative working capital, and a deficit in shareholder’s equity. All of these items raise substantial doubt about its ability to continue as a going concern. In view of these matters, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital and generate revenues from its operations. The financial statements do not include classification of recorded asset amounts or amounts and classification of liabilities that might be necessary, should the Company be unable to continue as a going concern.

F-6

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort during the nine month period ended September 30, 2015, towards (i) obtaining additional equity financing, (ii) evaluation of its distribution and marketing methods, (iii) identifying and negotiating development/publishing and product acquisition opportunities for the Company, and (iv) launching two new publishing labels, Soul and Vibe Music & Soul and Vibe Books, in an effort to increase the number of potential revenue generating product launches on a staggered release schedule. In addition, the Company began to generate its first revenues in the first quarter of 2014 and has continued to generate revenue through the third quarter of 2015.Reclassifications

The presentation of certain items in the condensed consolidated financial statements for the year ended December 31, 2015 has been changed to conform to the classifications used in 2016. These reclassifications had no effect on stockholders' equity or net income as previously reported.

Note 3 - Going Concern

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. This basis of accounting contemplates the recovery of the Company's assets and the satisfaction of its liabilities in the normal course of business. Through March 31, 2016, the Company had incurred cumulative losses of $6,863,403 since inception. Additionally, the Company has accumulated significant losses, has negative working capital, and a deficit in shareholder’s equity. All of these items raise substantial doubt about its ability to continue as a going concern. In view of these matters, recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital and generate revenues from its operations. The financial statements do not include classification of recorded asset amounts or amounts and classification of liabilities that might be necessary, should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. Management devoted considerable effort during the three month period ended March 31, 2016, towards (i) consolidating pre-existing debt and cleaning up its balance sheet while simultaneously pursuing obtaining additional equity financing, (ii) evaluation of its distribution and marketing methods, and (iii) identifying and negotiating development/publishing and product acquisition opportunities for the Company. In addition, the Company began to generate its first revenues in the first quarter of 2014 and has continued to generate revenue, every quarter, through the first quarter of 2016.

Management's plans with respect to alleviating the adverse financial conditions that caused the Company’s independent auditors to express substantial doubt about the Company's ability to continue as a going concern are as follows:

Management requires $2.5M to $3.0M in financing in order to begin execution of its business plan and to continue operations. This capital, if raised, would be utilized over a twelve-month period. The financing will cover the acquisition of pick-ups (depending on the value of the financing, also the development of a proprietary intellectual property (IP) product) along with the release of the games and entertainment apps as well as the marketing and public relations (PR) expenses associated with bringing them to market on a variety of hardware platforms that include: video game consoles, ~~mobiles~~mobile devices, and personal computers (which also includes browser-based social media platforms, such as Facebook.) The anticipated number of pick-ups is two. The financing would also cover general and administrative expenses, operational expenses and will allow the Company to secure an initial number of premium full-time employees. The Company is currently evaluating financing opportunities that are compatible with its growth plans and business model. Additional financing (beyond the identified $2.5M to $3.0M; cumulatively of $5.0M) would allow the Company to pursue development of multiple projects “from scratch” and publish them in a “staggered” release, as per its current three-year business plan.

~~During~~Note ~~2014,~~4 ~~the~~- Related ~~Company~~Party completed the development of, and released into the market, two products: Timeless Gems and Striker Rush: Champion Edition. Timeless Gems was released on Facebook, through Apple’s App Store for iPhone, iPad, and iPod Touch mobile devices, and through Google Play for Android devices. Striker Rush: Champion Edition was released through Apple’s App Store for iPhone, iPad, and iPod Touch mobile devices, and through Google Play and Amazon.com for Android devices in concert with its development partner, 1DER Entertainment. In addition to the development and release of the Timeless Gems product, two packages of expansion content for Timeless Gems were developed and released during 2014. A third package of Timeless Gems expansion content was developed during 2014, but this package has not yet been released as of September 30, 2015. This third package of expansion content is complete and is undergoing final quality assurance testing. It is anticipated that this third package of expansion content will be publicly announced, and released, during the fourth quarter of 2015.Transactions

InNotes June 2015, the Company announced a new publishing label, Soul and Vibe Music. Soul and Vibe Music is a proprietary music-publishing label. The Company aims to leverage its existing, and to develop new, music assets associated with its licensed-brands and internally generated intellectual properties as stand-alone “premium” music soundtrack and multi-track music single product releases. It is the Company’s intent that these music soundtrack and multi-track music single product releases will double as potential revenue-generating marketing vehicles for the Company’s video games and entertainment apps based on licensed-brands and internally generated intellectual properties. As of September 30, 2015, Soul and Vibe Music has released one full-length soundtrack, “Songs of SirVival,” and three multi-track music singles, “SirVival and Tantrum,” “Who Is Gurk Burkle?,” and “Smorgon Magma, The Black Rider.” The development of a fourth multi-track music single, “Spellbound,” continued during the three months ended September 30, 2015, but it was neither formally announced nor released during the third quarter. As a subsequent event, “Spellbound” was both formally announced and released during October 2015. All five Soul and Vibe Music releases to date are available via streaming and/or digital download on Apple Music, iTunes, Spotify, Google Play, Amazon, Rdio, Deezer, Tidal, YouTube Music Key, Beats/MediaNet, and Microsoft Groove. (Microsoft Groove was added as a new distribution channel in October 2015, in concert with the launch of the “Spellbound” multi-track music single.) The music content that comprises all five Soul and Vibe Music releases to date are copyrighted assets of the Company, with each track possessing an associated proprietary ISRC code. The music content that comprises all five Soul and Vibe Music releases are recognized by Shazam. The music content that comprises all five Soul and Vibe Music releases is, also, accessible on iTunes for premium purchase within the Options Menu of the Company’s SirVival game.Payable

During the three month period ended March 31, 2015, the Company paid an amount due of $2,500 to an officer of the Company. This amount was unsecured and bore no interest.

Related Party Convertible Notes Payable

During July 2013, the Company received $9,000 in exchange for a Convertible Note with a maturity value of $10,000 and a warrant to purchase up to 834 shares of the Company’s common stock for a period of two years at a price of $0.60 per share. The convertible note is unsecured, due one year from the date of issue and accrues interest at a rate of approximately 10% per annum. During August 2014 an agreement was signed extending the due date of the convertible note to February 2015. Pursuant to this agreement, the holder was issued a warrant to purchase 1,000 additional shares of the Company’s common shares for a period of two years at a price of $0.06 per share. The warrants that were issued in July 2013 expired during the quarter ended June 30, 2015. The warrants that were issued in August 2014 are scheduled to expire in August 2016 if not exercised or “called” by the Company prior to expiration.

The Company valued the initial warrant and beneficial conversion feature of the convertible note at $10,000, which was recorded as a discount to the convertible note. This discount was being amortized over the initial life of the convertible note, which expired in July 2014. The Company valued the additional warrant at $1,728, which was recorded as a discount to the convertible note. This discount is being amortized over the remaining life of the convertible note or until such time as the convertible note is repaid or converted, or upon exercise of the warrants. During the three months ended March 31, 2015, the Company amortized $324 of this debt discount to interest expense. There was no amortization in the three months ended March 31, 2016. In July 2015, warrants for 834 shares of the Company's Common stock, which were issued in July 2013 in connection with one Convertible Note, expired. The warrants that were issued in August 2014 are scheduled to expire in August 2016 if not exercised or "called" by the Company prior to expiration.

F-7

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

InDuring ~~August~~May 2015, the Company ~~announced a~~issued ~~new publishing label, Soul and Vibe Books. Soul and Vibe Books is a proprietary publishing label that specializes in the development~~an ~~and~~exchange ~~launch~~note ~~of digitally distributed electronic books and storybooks. The Company aims~~ to ~~leverage~~an ~~its~~accredited ~~licensed-brands~~investor ~~and~~in ~~internally generated~~substitution ~~intellectual properties as stand-alone “premium” entertainment app e-books. It is the Company’s intent that these e-books will double as potential revenue-generating marketing vehicles~~ for ~~the~~$32,024 ~~Company’s~~of ~~video~~previously ~~games~~outstanding ~~and~~convertible ~~entertainment apps~~note ~~based~~balance ~~on licensed-brands~~ and ~~internally generated intellectual properties. During~~ the ~~three months ended September 30, 2015,~~ ~~the~~accrued ~~Company~~interest ~~continued~~balance ~~the~~to ~~development~~an ofunrelated athird ~~four-product line of entertainment apps~~party, ~~specifically~~pursuant ~~e-books~~to ~~(or~~an ~~electronic~~exchange ~~storybooks) based on the Company’s John Deere licensed brand~~agreement. The ~~first~~July ~~product~~2013 inConvertible ~~the~~Note ~~four-product line~~ was ~~Johnny Tractor and Friends:~~included ~~County~~in ~~Fair~~this exchange. ~~Johnny~~The ~~Tractor~~exchange ~~and~~note ~~Friends: County Fair~~ was ~~launched~~issued onwith ~~the~~a ~~App~~maturity ~~Store~~value ~~for~~of ~~iPhone~~$32, ~~iPad~~024, ~~and~~is ~~iPod~~due ~~Touch~~in onMay ~~September 2~~2016, ~~2015.~~bears ~~(As~~no ainterest ~~subsequent event, Johnny Tractor~~ and ~~Friends:~~is convertible ~~County~~into ~~fair~~shares ~~was~~of ~~released on Google Play and Amazon during~~ the ~~month of~~Company ~~October~~at ~~2015.)~~a ~~Johnny~~rate ~~Tractor~~equal ~~and Friends: County Fair was the first product~~ to be65% ~~launched~~of ~~under~~ the ~~Company’s~~average ~~new~~of ~~Soul and Vibe Books label. During~~ the lowest three ~~months~~trading ~~ended~~prices ~~September~~during ~~30, 2015,~~ the ~~Company initiated the development of a second e-book~~25 ~~that~~consecutive ~~will~~trading bedays ~~published~~immediately ~~under~~preceding the ~~Soul~~conversion ~~and Vibe Books label~~date. ItThe isnote ~~anticipated~~also ~~that~~stipulates ~~this~~a ~~second~~conversion ~~e-book~~limitation, ~~will be formally announced~~whereby ~~and released during~~ the ~~fourth~~holder ~~quarter,~~may ~~2015.~~not ~~For~~convert upmore tothan ~~two~~33.33% ~~consecutive~~of ~~quarters thereafter (defined as one product per quarter) it is anticipated~~ the ~~Company~~principal ~~will~~balance ~~release~~within ~~one~~a ~~[additional] new e~~15-~~book~~day ~~product~~period induring the ~~line.~~90 ~~Not~~days ~~including~~following the ~~previously released~~date ~~Johnny Tractor and Friends: County Fair e-book, there are currently three individual entertainment app e-books in various states~~ of ~~pre-production and production~~issuance. ItThe isnote ~~the~~principal ~~Company’s~~was ~~intent~~converted ~~to localize all four e-books in the line~~ into ~~a variety of languages including~~525,066 ~~but~~shares ~~not~~during ~~limited to, French, German, Spanish, and Italian~~2015. ~~The~~There ~~Company~~is ~~anticipates~~no ~~that~~outstanding ~~localized~~balance ~~versions~~ as of ~~its e-books will be released~~December 31, ~~albeit on a staggered release schedule, beginning in the late fourth quarter~~ 2015~~/early first quarter 2016~~.

~~During~~Related ~~the~~Party three months ended September 30, 2015, the Company continued the development of SirVival, an action-adventure “runner” game, for mobile platforms. As of June 30, 2015, SirVival had been released on Facebook and the Company announced the game would be subsequently released through Apple’s App Store for iPhone, iPad, and iPod Touch mobile devices, through Google Play and Amazon.com for Android devices, and on the Windows Mobile Platform (for Windows Phones and Surface Tablets) with anticipated future support for Xbox Live, as a feature set, primarily to coincide with Microsoft’s launch of the Windows 10 OS platform (which was released in July 2015.) The iOS and Android platform versions of SirVival were released during the third quarter of 2015. Additional platform releases (Amazon and Windows devices) are forthcoming. It is the Company’s intent to localize SirVival into a variety of languages including, but not limited to, French, German, Spanish, and Italian. The Company anticipates that localized versions of SirVival will be released, albeit on a staggered platform release schedule, beginning in the late fourth quarter 2015/early first quarter 2016.Payable

~~During~~The ~~the third quarter, the~~ Company ~~became~~ owes an ~~approved~~officer ~~3rd Party licensee~~ of ~~Nintendo. The Company has been granted approval to develop and publish games, through digital distribution channels, for~~ the ~~Nintendo 3DS™ system and the Wii U™ system. The~~ Company~~’s releases~~ ~~will be digitally distributed~~$29,350 and ~~launched~~$22,068 ~~through~~as ~~the Nintendo eShop. The Company intends to formally announce its new licensee status alongside a product announcement~~ of aMarch ~~game~~31, ~~slated~~2016 ~~for release on a Nintendo hardware platform. The Company also intends to pursue development~~ and ~~publishing~~December ~~licensing for Nintendo’s forthcoming console~~31, ~~codenamed “NX~~2015,” respectively which ~~is rumored~~relates to ~~launch~~expense ~~in 2016~~reimbursement.

Note 45 - ~~Notes Payable and~~ Convertible ~~Notes~~ ~~Payable - Related Party~~Debentures

~~Notes~~During ~~Payable~~the year ended December 31, 2015, the Company issued various convertible debentures in the total amount of $514,476: $339,500 cash; $18,406 original issue discount; $50,000 services; $29,899 adjustment to principal; and $76,671 for accrued interest payable. In addition in 2015, a total principal balance of $419,982 was extinguished through the conversion of principal to common shares of the Company. The debentures issued in 2015 are unsecured and bear simple interest ranging from 0% to 10% per annum, with maturities ranging from three months to three years. The outstanding principal and accrued interest of the debentures are convertible into shares of the Company’s common stock at variable discounted pricing based conversion prices defined in the underlying agreements. Debentures 1 – 3 were convertible at a fixed price but were exchanged into notes with variable discounted pricing before any conversions took place.

~~During~~The ~~the~~following ~~nine~~is ~~month~~a ~~period~~schedule ~~ended~~of ~~September 30, 2015,~~ the ~~Company~~convertible debentures ~~paid~~outstanding anas ~~amount due~~ of $2December 31,~~500~~ ~~to an officer of the Company. This amount was unsecured and bore no interest.~~2015:

Convertible Notes Payable

Description	Date	Conversion Price	Original Principal Amount		Unpaid Principal Balance			Term	Interest Rate

Debenture 1	8/8/2013	Fixed	$	105,000	$	0		18 months	10%
Debenture 2	8/8/2013	Fixed		7,778		0		18 months	10%
Debenture 3	8/8/2013	Fixed		10,000		0		18 months	10%
Debenture 4	9/18/2014	Variable		210,667		0		9 months	10%
Debenture 5	2/3/2015	Variable		55,556		0		24 months	12%
Debenture 6	3/12/2015	Variable		58,850		0		12 months	10%
Debenture 7	3/16/2015	Variable		52,500		26,100		12 months	8%
Debenture 8	3/20/2015	Variable		110,293		0		12 months	10%
Debenture 9	4/21/2015	Variable		53,500		42,156		12 months	8%
Debenture 10	5/7/2015	Variable		32,024		0		12 months	0%
Debenture 11	5/11/2015	Variable		250,799		76,411		12 months	10%
Debenture 12	6/2/2015	Variable		45,000		41,500		12 months	8%
Debenture 13	9/16/2015	Variable		28,000		28,000		12 months	10%
Debenture 14	10/9/2015	Variable		28,000		28,000		12 months	8%
Debenture 15	9/16/2015	Variable		25,000		0		18 months	10%
Debenture 16	9/25/2015	Variable		33,850		4,059		12 months	12%
Debenture 17	10/20/2015	Variable		50,000		50,000		6 months	2%
Debenture 18	10/23/2015	Variable		*		53,897		17 months	2%
Debenture 19	10/26/2015	Variable		**		25,000		29 months	1%
Debenture 20	10/26/2015	Variable		***		0		29 months	1%
Debenture 21	11/9/2015	Variable		10,000		10,000		12 months	10%
Debenture 22	11/23/2015	Variable		5,000		5,000		24 months	0%
Debenture 23	12/2/2015	Variable		11,500		11,500		12 months	10%
Debenture 24	12/4/2015	Variable		28,500		28,500		12 months	10%
Debenture 25	12/4/2015	Variable		****		26,316		17 months	2%

Total at December 31, 2015			$	1,211,817	$	456,439
Less discount						(273,911	)

					$	182,528
Less current portion						(170,399	)
						12,129

~~During~~* ~~July 2013, the Company received $9,000 in exchange for a~~ Convertible ~~Note~~debenture ~~with~~was atransferred maturity value of $10,000 and a warrant to purchase up to 834 shares of the Company’s common stock for a period of two years at a price of $0.60 per share. The convertible note is unsecured, due one year from ~~the date~~Debenture of11 issue, and accrues interest at a rate of approximately 10% per annum. During August 2014, an agreement was signed extending the due date of the convertible note to February 2015. Pursuant to this agreement, the holder was issued a warrant to purchase 1,000 additional shares of the Company’s common shares for a period of two years at a price of $0.06 per share. The warrants that were issued in ~~July 2013 expired during~~ the ~~quarter~~table ~~ended June 30, 2015~~above. ~~The warrants that were issued in August 2014 are scheduled to expire in August 2016 if not exercised or “called” by the Company prior to expiration.~~

Convertible debenture was transferred from Debenture 16 in the table above.

***

Convertible debenture was transferred from Debenture 15 in the table above.

****

Convertible debenture was transferred from Debenture 18 in the table above.

F-8

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

~~The~~During ~~Company valued~~ the ~~initial warrant~~ ~~and~~three ~~beneficial~~month ~~conversion~~period ~~feature~~ending ofMarch ~~the~~31, ~~convertible note at $10~~2016,~~000,~~ ~~which~~the ~~was~~Company ~~recorded~~issued asvarious aconvertible ~~discount~~debentures toin the ~~convertible~~total ~~note.~~amount of ~~This~~$143,839: ~~discount~~$110,000 ~~was~~cash; ~~being~~$10,250 ~~amortized~~original ~~over~~issue ~~the~~discount; ~~initial~~$14,615 ~~life~~adjustment ofto ~~the~~principal; ~~convertible~~and ~~note~~$8,974 ~~which~~for ~~expired~~accrued ininterest payable. ~~July~~In ~~2014.~~addition ~~The~~in ~~Company~~2016, ~~valued the~~a ~~additional~~total ~~warrant~~principal atbalance of $1123,~~728,~~424 ~~which~~ was ~~recorded~~extinguished asthrough ~~a discount to~~ the ~~convertible~~conversion ~~note.~~of ~~This~~principal ~~discount is being amortized over~~to ~~the~~common ~~remaining~~shares ~~life~~ of the ~~convertible~~Company. ~~note~~The ordebentures ~~until~~issued ~~such~~in ~~time~~2016 asare ~~the~~unsecured ~~convertible~~and ~~note~~bear issimple ~~repaid~~interest ~~or converted, or upon exercise~~ of ~~the~~2% ~~warrants.~~to ~~During~~10% ~~the~~per ~~nine months ended September 30~~annum, with ~~2015~~maturities ~~and~~of ~~2014,~~one ~~the~~year. ~~Company~~The ~~amortized~~outstanding ~~$324~~principal and ~~$5,766~~accrued ~~of this debt discount to~~ interest ~~expense,~~of ~~respectively.~~the Indebentures ~~July~~are ~~2015,~~convertible ~~warrants~~into ~~for 834~~ shares of the Company’s ~~Common~~common stock, ~~which~~at ~~were issued~~variable indiscounted ~~July~~pricing ~~2013~~based inconversion ~~connection~~prices ~~with~~defined ~~one~~in ~~Convertible~~the ~~Note,~~underlying ~~expired~~agreements. Debentures ~~The~~1 ~~warrants~~– ~~that~~3 were ~~issued~~convertible inat ~~August~~a ~~2014~~fixed ~~are~~price ~~scheduled to~~but ~~expire~~were inexchanged ~~August~~into ~~2016~~notes ifwith ~~not~~variable ~~exercised~~discounted orpricing before ~~“called”~~any byconversions ~~the~~took ~~Company prior to expiration~~place.

During May 2015, the Company issued an exchange note to an accredited investor in substitution for $32,024 of previously outstanding convertible note balance to an unrelated third party, pursuant to an exchange agreement. The ~~July~~following ~~2013 Convertible Note was included in this exchange. The exchange note was issued with a maturity value of $32,024,~~ is ~~due in May 2016, bears no interest and is convertible into shares of the Company at~~ a ~~rate~~schedule ~~equal to 65%~~ of the ~~average of the lowest three trading prices during the 25 consecutive trading days immediately preceding~~convertible ~~the~~debentures conversion date. The note also stipulates a conversion limitation, whereby the holder may not convert more than 33.33% of the principal balance within a 15-day period during the 90 days following the date of issuance. Note principal of $7,883 was converted into 121,277 shares during the three months ended June 30, 2015. The remaining note balance was converted during July 2015; there is no outstanding ~~balance~~ as of ~~September~~March 3031, ~~2015.~~2016:

Note 5 - Convertible Notes Payable

Description	Date	Conversion Price	Original Principal Amount		Unpaid Principal Balance			Term	Interest Rate

Debenture 1	8/8/2013	Fixed	$	105,000	$	0		18 months	10%
Debenture 2	8/8/2013	Fixed		7,778		0		18 months	10%
Debenture 3	8/8/2013	Fixed		10,000		0		18 months	10%
Debenture 4	9/18/2014	Variable		210,667		0		9 months	10%
Debenture 5	2/3/2015	Variable		55,556		0		24 months	12%
Debenture 6	3/12/2015	Variable		58,850		0		12 months	10%
Debenture 7	3/16/2015	Variable		52,500		9,700		12 months	8%
Debenture 8	3/20/2015	Variable		110,293		0		12 months	10%
Debenture 9	4/21/2015	Variable		53,500		20,989		12 months	8%
Debenture 10	5/7/2015	Variable		32,024		0		12 months	0%
Debenture 11	5/11/2015	Variable		250,799		0		12 months	10%
Debenture 12	6/2/2015	Variable		45,000		28,500		12 months	8%
Debenture 13	9/16/2015	Variable		28,000		3,000		12 months	10%
Debenture 14	10/9/2015	Variable		28,000		28,000		12 months	8%
Debenture 15	9/16/2015	Variable		25,000		0		18 months	10%
Debenture 16	9/25/2015	Variable		33,850		4,059		12 months	2%
Debenture 17	10/20/2015	Variable		50,000		0		6 months	2%
Debenture 18	10/23/2015	Variable		*		7,356		17 months	2%
Debenture 19	10/26/2015	Variable		**		25,000		29 months	1%
Debenture 20	10/26/2015	Variable		***		0		29 months	1%
Debenture 21	11/9/2015	Variable		10,000		10,000		12 months	10%
Debenture 22	11/23/2015	Variable		5,000		5,000		24 months	0%
Debenture 23	12/2/2015	Variable		11,500		11,500		12 months	10%
Debenture 24	12/4/2015	Variable		28,500		28,500		12 months	10%
Debenture 25	12/4/2015	Variable		****		0		17 months	2%
Debenture 26	1/18/2016	Variable		81,000		81,000		12 months	10%
Debenture 27	1/22/2016	Variable		*		100,000		16 months	5%
Debenture 28	1/22/2016	Variable		*****		50,000		3 months	2%
Debenture 29	3/22/2016	Variable		******		25,000		6 months	10%
Debenture 30	3/22/2016	Variable		39,250		39,250		12 months	10%

Total at March 31, 2016			$	1,332,067	$	476,854
Less discount						(340,826	)

					$	136,028
Less current portion						(113,652	)
						22,376

* Convertible ~~Notes~~debenture ~~Payable~~was transferred from Debenture 11 in the table above.

~~During~~** ~~August~~Convertible ~~2013,~~debenture ~~the~~was ~~Company~~transferred received a total of $110,500 in exchange for three convertible notes with a maturity value totaling $122,778 and warrants to purchase up to 6,139 shares of the Company’s common stock for a period of two years at a price of $0.75 per share. The convertible notes are unsecured, due one year from ~~the~~Debenture ~~date~~16 of issue, and accrue interest at a rate of approximately 10% per annum. During August 2014, an agreement was signed extending the due date of the convertible notes to February 2015. Pursuant to this agreement, the holders were issued warrants to purchase 12,278 additional shares of the Company’s common shares for a period of two years at a price of $0.06 per share. The warrants that were issued in ~~August 2013 expired during~~ the ~~quarter~~table ~~ended September 30, 2015~~above. ~~The warrants that were issued in August 2014 are scheduled to expire in August 2016 if not exercised or “called” by the Company prior to expiration.~~

~~The~~*** ~~Company~~Convertible ~~valued~~debenture ~~the initial warrants and beneficial conversion features of the convertible notes at $122,778, which~~ was ~~recorded~~transferred asfrom aDebenture ~~discount~~15 ~~to the convertible notes. This discount was being amortized over the initial life of the convertible notes, which expired~~ in ~~August 2014. The Company valued~~ the ~~additional~~table ~~warrants at $21,214, which was recorded as a discount to the convertible note~~above. This discount is being amortized over the remaining life of the convertible notes or until such time as the convertible notes are repaid or converted, or upon exercise of the warrants. During the nine months ended September 30, 2015 and 2014, the Company amortized $8,395 and $78,481 of this debt discount to interest expense, respectively. In August 2015, warrants for 210,000 shares of the Company’s Common stock, which were issued in August 2013 in connection with Convertible Notes, expired. The warrants that were issued in August 2014 are scheduled to expire in August 2016 if not exercised or “called” by the Company prior to expiration.

~~During~~**** ~~March~~Convertible ~~2015,~~debenture the Company issued an exchange note to an accredited investor in substitution for $105,000 of previously outstanding convertible note principal to an unrelated third party, pursuant to an exchange agreement. The exchange note was ~~issued~~transferred ~~with~~from aDebenture ~~maturity~~18 ~~value of $105,000, plus accrued interest of $5,293, is due~~ in ~~March 2016, bears no interest and is convertible into shares of~~ the ~~Company~~table ~~at a rate equal to 65% of the average of the three lowest trading prices during the 25 consecutive trading days immediately preceding the conversion date~~above. The note also stipulates a conversion limitation, whereby the holder may not convert more than 33.33% of the principal balance within a 15-day period during the 90 days following the date of issuance. The balance of the note was converted into shares during the three months ended June 30, 2015; there is no outstanding balance as of September 30, 2015.

*****

Convertible debenture was transferred from Debenture 17 in the table above.

******

Convertible debenture was transferred from Debenture 13 in the table above.

F-9

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

~~During~~Debenture ~~May~~7 ~~2015,~~matured ~~the~~on ~~Company~~March ~~issued an exchange note to an accredited investor in substitution for $32~~16,~~024~~ ~~of previously outstanding convertible note balance to an unrelated~~2016 ~~third~~but ~~party,~~was ~~pursuant~~not topaid ~~an exchange agreement. Two of the August 2013 Convertible Notes were included~~ in ~~this exchange~~full. The ~~exchange note~~Company ~~was issued with a maturity value of $32,024, is due in May 2016, bears no interest~~ and ~~is convertible into shares of~~ the ~~Company~~ atholder ~~a rate equal to 65%~~ of the ~~average~~note ofwere ~~the~~in ~~lowest~~agreement ~~three~~that ~~trading prices during~~ the ~~25 consecutive trading days immediately preceding the conversion date. The~~ note ~~also~~would ~~stipulates~~be aextended ~~conversion~~until ~~limitation, whereby~~ the ~~holder may not convert more than~~note ~~33.33%~~was offully ~~the principal balance within a 15-day period during the 90 days following the date of issuance~~converted. ~~Note~~In ~~principal~~April ~~of $7~~2016,~~883 was~~ ~~converted into shares during~~ the ~~three months ended June 30, 2015. The remaining~~ note ~~balance~~ was fully converted ~~during~~into ~~July~~approximately ~~2015; there is no outstanding balance as of September 30~~35,094,000 ~~2015~~shares.

~~During~~Subsequent ~~February~~to ~~2015,~~March ~~the Company received $50~~31,~~000~~ ~~from an accredited investor in exchange for a Convertible Note with a principal balance of $55~~2016,~~556.~~ ~~The proceeds and principal~~Debenture ~~are~~18 an installment of a larger Convertible Note with an aggregate principal amount of $400,000. The note carries an original issue discount of 10%. The note provisions contain a 90-day interest free period and a one-time interest charge of 12% upon expiration of the interest free period and applied to each principal installment. The note is due two years from the date of each installment and is convertible using a conversion price of the lessor of $0.03 or 60% of the lowest trade price in the 25 trading days immediately preceding the conversion date. During the third quarter 2015, the principal balance of the note was ~~reduced~~fully ~~by $25,330, which was~~ converted ~~into~~in ~~1,539,750~~April ~~shares~~2016 offor ~~the~~approximately ~~Company’s common stock. Subsequent to September~~ 30, ~~2015~~554, ~~the principal balance of the note was further reduced by $13,006, which was converted into 4,890,~~000 shares ~~of the Company’s common stock~~.

~~Regarding~~Accrued ~~the~~interest ~~Convertible~~payable ~~Note~~for ~~referenced directly above, due to there being no explicit limit to~~ the ~~number of shares to be delivered upon settlement of the above conversion~~convertible ~~options~~debentures ~~embedded~~was ~~in the Convertible Notes Payable~~$14,887 ~~the conversion options were deemed~~ and ~~classified as derivative liabilities, recorded at fair value. The Company valued the Convertible Notes at~~ $2017,~~357,~~896 ~~which was recorded~~ as ~~a discount to the Convertible Notes Payable. This discount was being amortized over the life~~ of ~~the~~March ~~convertible~~31, ~~debenture.~~2016 ~~During~~and ~~the~~December ~~nine months ended September 30~~31, 2015, ~~the Company amortized $16,536 of the debt discount related to convertible notes to interest expense~~respectively.

~~During March~~Scheduled ~~2015,~~maturity ~~the Company entered into a common stock purchase agreement with an accredited investor, pursuant to which the investor issued a promissory note with the principal amount~~ of ~~$52,500.~~debt ~~Interest~~are onas ~~the note accrues at the rate of 8% per annum. The note~~follows ~~is convertible into the Company’s common stock~~ at aMarch ~~conversion price per share equal to 60% of the lowest trade price in the 15 trading days immediately preceding the conversion date. During the third quarter 2015~~31, the principal and accrued interest of the note was reduced by $2,604, which was converted into 193,142 shares of the Company’s common stock. Subsequent to September 30, 2015, the principal balance of the note was further reduced by $8,810, which was converted into 2,329,454 shares of the Company’s common stock.2016:

Regarding the Convertible Note referenced directly above, due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options embedded in the Convertible Notes Payable, the conversion options were deemed and classified as derivative liabilities, recorded at fair value. The Company valued the Convertible Notes at $17,314, which was recorded as a discount to the Convertible Notes Payable. This discount was being amortized over the life of the convertible debenture. During the nine months ended September 30, 2015, the Company amortized $34,460 of the debt discount related to convertible notes to interest expense.

2016	215,189
2017	232,606
2018	29,059
Less discount	(340,826	)
Net convertible debentures	136,028

~~During March 2015, the Company received $53,500 from an accredited investor in exchange for a Convertible~~ Note ~~with~~6 a– ~~principal~~Derivative balance of $58,850. The proceeds and principal are an installment of a larger Convertible Note with an aggregate principal amount of $294,250. The note carries an original issue discount of approximately 10%. The note is subject to a one-time interest charge of 10% of the original principal installment. The note is due two years from the date of each installment and is convertible using a conversion price of the average of 60% of the three lowest closing share prices occurring during the 25 trading days immediately preceding the conversion date.Liabilities

The Company evaluated the convertible debentures discussed in Note 5 (with the exception of debentures 1 – 3 which were considered under ASC Topic 470) in accordance with ASC Topic 815, “Derivatives and Hedging,” and determined that the conversion feature of the convertible promissory notes were not afforded the exemption for conventional convertible instruments due to their variable conversion rates. The notes have no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the notes under paragraph 815-15-25-4, whereby there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the notes in their entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The debt discount is amortized over the life of the note and recognized as interest expense.

During the three months ended March 31, 2016 and 2015, the Company amortized debt discount of $115,164 and $84,164 to interest expense, respectively. For purpose of estimating the fair value of the derivative liability, the Company used the Black Scholes option valuation model. The derivative liability is adjusted periodically according to stock price fluctuations and other inputs and was $1,158,539 and $1,313,673 at March 31, 2016 and December 31, 2015, respectively.

F-10

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

~~During~~At ~~September~~March ~~2015~~31, ~~the~~2016 ~~Company issued two exchange notes, $33,850~~ and ~~$25,000~~December ~~to two different accredited investors in substitution for $58~~31,~~850~~ ~~of previously outstanding convertible note principal to unrelated third parties~~2015, ~~pursuant to exchange agreements. The first of~~ the ~~exchange~~convertible ~~notes~~debentures ~~was~~and ~~issued with~~related ~~a maturity value of $33,850, plus~~ accrued interest ofpayable were ~~$56, is due in March 2017, bears no interest and is~~ convertible into ~~shares~~ ofapproximately the Company at a rate equal to 60% of the average of the three lowest trading prices during the 25 consecutive trading days immediately preceding the conversion date. The note also stipulates a conversion limitation1, ~~whereby the holder may not convert more than 33.33% of the principal balance within a 15-day period during the 90 days following the date of issuance. During the third quarter 2015~~878, ~~the principal balance of the first exchange note was reduced by $2~~261,~~245 which was converted into 319,~~000 ~~shares of~~and ~~the Company’s common stock. Subsequent to September 30~~247, ~~2015~~328, ~~the principal balance of the first exchange note was further reduced by $9,337, which was converted into 2,297,~~000 shares of ~~the Company’s~~ common stock~~. During October 2015~~, ~~this note was sold to an unrelated third party for $25,000~~respectively. The ~~second of the exchange notes was issued with a maturity value of $25,000, plus accrued interest of $96, is due in March 2017, bears no interest and is convertible into shares of the~~ Company atwould ~~a rate~~have ~~equal~~insufficient toauthorized 60% of the average of the three lowest trading prices during the 25 consecutive trading days immediately preceding the conversion date. The note also stipulates a conversion limitation, whereby the holder may not convert more than 33.33% of the principal balance within a 15-day period during the 90 days following the date of issuance. During the third quarter 2015, the principal balance of the second exchange note was reduced by $1,935, which was converted into 275,000 shares ~~of the Company’s common stock. Subsequent~~ to ~~September~~complete ~~30, 2015,~~ the ~~principal~~debt ~~balance~~conversions ofif ~~the~~all ~~second exchange note was further reduced by $6,362, which was converted into 1,484,100 shares~~ of the ~~Company’s~~loans ~~common stock. During October 2015, the two exchange notes~~ were ~~amended~~ to extend the maturity date until March 2018 and decreased the increase rates on the notes from 10% to 2%. Along with the decreased interest rate, both of the principal balances increased by $6,611. Subsequent to September 30, 2015, all of the OID interest from the original note has been converted ~~into 1,496,429 shares of the Company’s common stock for $5,885 of the outstanding interest~~.

~~Regarding~~The ~~the~~Company ~~Convertible~~valued ~~Note and~~ the ~~two~~conversion ~~exchange~~option derivatives ~~notes~~using ~~referenced in~~ the ~~two~~Black-Scholes ~~preceding~~option-pricing ~~paragraphs, due~~model tousing ~~there~~the ~~being~~following nolevel ~~explicit~~3 ~~limit~~input toassumptions: ~~the~~(1) ~~number~~risk-free interest rate of ~~shares~~0.18% to be0.73%, ~~delivered~~(2) ~~upon~~lives ~~settlement~~ of ~~the~~0.05 ~~above~~to ~~conversion~~1.96 ~~options embedded in the Convertible Notes Payable~~years, ~~the~~(3) ~~conversion~~expected ~~options~~volatility ~~were~~of ~~deemed~~261% ~~and~~to ~~classified as derivative liabilities~~434%, ~~recorded~~(4) atzero ~~fair value.~~expected ~~The Company valued the Convertible Notes at $53~~dividends,~~877~~ (5) ~~which~~conversion ~~was~~prices ~~recorded~~ as aset ~~discount~~forth toin the Convertible ~~Notes~~Debt ~~Payable.~~Instruments, ~~This discount~~and ~~was~~(6) ~~being~~the ~~amortized~~common ~~over~~stock ~~the~~price ~~life~~ of the ~~convertible~~underlying ~~debenture. During the nine~~shares ~~months~~on ~~ended September 30, 2015,~~ the ~~Company~~valuation ~~amortized $2,206 of the debt discount related to convertible notes to interest expense~~date.

During April 2015, the Company received $50,000 from an accredited investor in exchange for a Convertible Note with a principal balance of $53,500. (This note is referred to as the “April Debenture” in the Convertible Debentures section, below.) Interest on the note accrues at the rate of 8% per annum. The ~~note~~following istable ~~due~~summarizes ~~one year from~~ the ~~date of each installment and is convertible using a conversion price of the~~derivative ~~average~~liabilities ofincluded ~~60%~~in of the ~~three lowest trade prices occurring during the 25 trading days immediately preceding the conversion date. Subsequent to September 30, 2015, the principal~~ balance ofsheet ~~the~~at ~~second~~March ~~exchange note was further reduced by $5~~31,~~023,~~ which was converted into 1,460,314 shares of the Company’s common stock. The outstanding balance of the note is subject to a 90 day “lock-out” during which the note holder is prevented from any further conversions against the note, as per the aged debt purchase agreement that was executed in October, 2015. (This aged debt purchase is discussed in greater detail in the Convertible Debentures section of this 10Q filing document.)2016:

Regarding the Convertible Note referenced directly above, due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion option embedded in the Convertible Note, the conversion option was deemed and classified as a derivative liability, recorded at fair value. The Company valued the conversion option at $53,500, which was recorded as a discount to the Convertible Note. This discount is being amortized over the life of the Convertible Note or until such time as the Convertible Note is repaid or converted. During the nine months ended September 30, 2015, the Company amortized $23,105 of the debt discount to interest expense.

Conversion option derivative liabilities December 31, 2014	$	1,081,318
Addition of new conversion option derivatives		2,531,803
Reclassification of conversion option derivative to gain on extinguishment of debt		(1,917,734	)
Change in fair value		(381,714	)

During June 2015, the Company received $40,000 from an accredited investor in exchange for a Convertible Note with a principal balance of $45,000. Interest on the note accrues at the rate of 8% per annum. The note is due one year from the date of each installment and is convertible using a conversion price of the average of 60% of the three lowest trade prices occurring during the 25 trading days immediately preceding the conversion date.

Derivative liability at December 31, 2015		1,313,673
Addition of new conversion option derivatives		460,664
Reclassification of conversion option derivative to gain on extinguishment of debt		(455,494	)
Change in fair value		(160,304	)
Derivative liability at March 31, 2016	$	1,158,539

Regarding the Convertible Note referenced directly above, due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion option embedded in the Convertible Note, the conversion option was deemed and classified as a derivative liability, recorded at fair value. The Company valued the conversion option at $45,000, which was recorded as a discount to the Convertible Note. This discount is being amortized over the life of the Convertible Note or until such time as the Convertible Debenture Note is repaid or converted. During the nine months ended September 30, 2015, the Company amortized $11,754 of the debt discount to interest expense.

During September 2015, the Company received $25,000 from an accredited investor in exchange for a Convertible Note with a principal balance of $28,000. Interest on the note accrues at the rate of 10% per annum. The note is due one year from the date of each installment and is convertible using a conversion price of the average of 60% of the three lowest trade prices occurring during the 25 trading days immediately preceding the conversion date. The note also stipulates a conversion limitation, whereby the holder may not convert more than 33.33% of the principal balance within a 15-day period during the 90 days following the date of issuance.

F-11

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Regarding the Convertible Note referenced directly above, due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion option embedded in the Convertible Note, the conversion option was deemed and classified as a derivative liability, recorded at fair value. The Company valued the conversion option at $28,000, which was recorded as a discount to the Convertible Note. This discount is being amortized over the life of the Convertible Note or until such time as the Convertible Debenture Note is repaid or converted. During the nine months ended September 30, 2015, the Company amortized $383 of the debt discount to interest expense.

The following table summarizes the Company’s Convertible Notes Payable at:

	September 30, 2015		December 31, 2014
Convertible Notes Payable, due on demand, bearing interest at 10% per annum, net of discount $0 and $5,204 as of September 30, 2015 and December 31, 2014, respectively		-	$	117,574
Convertible Note Payable, due February 2017, bearing interest at 12% per annum, net of discount of $20,357		16,536		-
Convertible Note Payable, due March 2016, bearing interest at 8% per annum, net of discount of $17,314		32,686		-
Convertible Note Payable, due March 2017, bearing no interest, net of discount of $0		-		-
Convertible Note Payable, due May 2016, bearing no interest, net of discount of $0		-		-
Convertible Note Payable, due May 2016, bearing no interest, net of discount of $116,226		54,473		-
Convertible Note Payable, due April 2016, bearing interest at 8%, net of discount of $30,395		23,105		-
Convertible Note Payable, due June 2016, bearing interest at 8%, net of discount of $33,246		11,754		-
Convertible Note Payable, due March 2017, bearing interest at 10%, net of discount of $31,387		218
Convertible Note Payable, due March 2017, bearing interest at 10%, net of discount of $22,489		575
Convertible Note Payable, due September 2016, bearing interest at 10%, net of discount of $27,617		383
	$	139,730	$	117,574

Convertible Debentures

During September 2014, the Company received a total of $200,000 in exchange for a Convertible Debenture with a maturity value of $210,667, due in June of 2015. The Debenture accrues interest at a rate of approximately 10% per annum, is convertible into shares of the Company’s common stock at the option of the holder at a conversion price per share equal to the lesser of the trading price on the date immediately preceding the conversion date, or an amount equal to 60% of the lowest trading price for the ten trading days immediately preceding the conversion date. The Convertible Debenture is subject to adjustment for stock splits, reverse stock splits, stock dividends and other similar transactions and subject to the terms of the Debenture. The Company may redeem the Debentures, subject to prior notice to the Investors, by paying an amount equal to 100% - 130% of the principal and interest payable under the Debentures, depending on when the prepayment option is exercised.

F-12

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Regarding the Convertible Note referenced directly above, due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion option embedded in the Convertible Debenture, the conversion option was deemed and classified as a derivative liability, recorded at fair value. The Company valued the conversion option at $210,667, which was recorded as a discount to the Convertible Debenture. This discount is being amortized over the life of the Convertible Debenture or until such time as the Convertible Debenture is repaid or converted. During the nine months ended September 30, 2015, the Company amortized $99,037 of the debt discount to interest expense.

During May 2015, the Company issued an exchange note to an accredited investor in substitution for $183,667 of previously outstanding convertible debenture balance and $67,132 of accrued interest to an unrelated third party, pursuant to an exchange agreement. The exchange note was issued with a maturity value of $250,799, is due in March 2016, bears no interest and is convertible into shares of the Company at a rate equal to 60% of the average of the lowest trading price during the 10 consecutive trading days immediately preceding the conversion date. The note also stipulates a conversion limitation, whereby the holder may not convert more than 33.33% of the principal balance within a 15-day period during the 90 days following the date of issuance. Note principal of $36,786 was converted into 345,974 shares of the Company’s common stock during the three months ended June 30, 2015. During the third quarter ended September 30, 2015, the principal balance of the note was further reduced by $43,313, which was converted into 2,034,549 shares of the Company’s common stock. Subsequent to September 30, 2015, the principal balance of the note was further reduced by $8,904, which was converted into 1,650,240 shares of the Company’s common stock.

During October 2015, the Company issued a new exchange note, valued at $85,384, to a different accredited investor in substitution for $85,384 of previously outstanding convertible note principal to an unrelated third party, pursuant to a new exchange agreement. The new exchange note was issued with a maturity value of $76,411, plus accrued interest of $8,974, is due on May 2017, bears no interest and is convertible into shares of the Company at a rate equal to 50% of the average of the three lowest trading prices during the 25 consecutive trading days immediately preceding the conversion date. The note also stipulates two conversion limitations. The first conversion limitation stipulates that the new exchange note holder has an exclusive option to purchase the remaining balance of the original exchange note. During the exclusivity period, the original exchange note holder may not convert the outstanding balance of its note with the Company for 90 days. The second conversion limitation stipulates that the original exchange note holder may not convert the outstanding balance of its separate note with the Company, the “April Debenture,” that originated in April of 2015, for 90 days following the execution of the new exchange note. Subsequent to September 30, 2015, the principal balance of the note was further reduced by $4,391, which was converted into 1,531,512 shares of the Company’s common stock. During October 2015, the exchange note was amended which decreased the increase rate on the note from 10% to 4%. Along with the decreased interest rate, the principal balance increased by $16,677.

Regarding the Convertible Note and the various exchange notes referenced in the preceding paragraphs, due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion option embedded in the Convertible Debenture, the conversion option was deemed and classified as a derivative liability, recorded at fair value. The Company valued the conversion option at $116,226, which was recorded as a discount to the Convertible Debenture. This discount is being amortized over the life of the Convertible Debenture or until such time as the Convertible Debenture is repaid or converted. During the nine months ended September 30, 2015, the Company amortized $54,473 of the debt discount to interest expense.

The following table summarizes the Company’s Convertible Debentures at:

	September 30, 2015		December 31, 2014
Convertible Debenture, due June 2015, bearing interest at 10% per annum, net of discount of $130,413 at December 31, 2014	$	-	$	80,254
	$	-	$	80,254

Note 6 – Derivative Liabilities

The Company analyzed the conversion options embedded in the above referenced Convertible Debt Instruments for derivative accounting consideration under ASC 815 and determined that the instruments embedded in the above referenced Convertible Debt Instruments should be classified as liabilities and recorded at fair value. Additionally, the above referenced Convertible Debt Instruments contain dilutive issuance clauses. Under these clauses, based on future issuances of the Company’s common stock or other convertible instruments, the conversion price of the above referenced Convertible Debt Instruments can be adjusted downward. The fair values of the conversion option instruments were determined using a Black-Scholes option-pricing model. At September 30, 2015, the conversion options were valued at $1,848,316.

F-13

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

The Company valued the conversion option derivatives using the Black-Scholes option-pricing model using the following level 3 input assumptions: (1) risk-free interest rate of 0.03% to 0.64%, (2) lives of 0.46 to 1.45 years, (3) expected volatility of 136% to 435%, (4) zero expected dividends, (5) conversion prices as set forth in the Convertible Debt Instruments, and (6) the common stock price of the underlying shares on the valuation date.

The following table summarizes the derivative liabilities included in the balance sheet at September 30, 2015:

Conversion option derivative liabilities December 31, 2014	$	1,081,318
Addition of new conversion option derivatives		412,778
Reclassification of conversion option derivative to gain on extinguishment of debt		(761,688	)
Change in fair value		1,115,908
Balance at September 30, 2015	$	1,848,316

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities measured at fair value on:

~~September~~March 3031, ~~2015~~2016:

Level 1

Level 2

Level 3

Total

Assets

Liabilities

Derivative financial instruments

1,~~848~~158,~~316~~539

December 31, ~~2014~~2015:

Level 1

Level 2

Level 3

Total

Assets

Liabilities

Derivative financial instruments

1,~~081~~313,~~318~~673

Note 7 – Common Stock and Common Stock Warrants

Common Stock

~~Effective~~As ~~August~~of 25January 7, ~~2015~~2016, the ~~holder~~Company amended oftheir aarticles ~~majority~~ of ~~the~~incorporation ~~shares~~to ofincrease ~~common~~the ~~stock~~number ~~approved a reverse split~~ of ~~such~~authorized shares ~~by a ratio~~ of ~~1 for 40. As a result of the reverse split, each forty shares of~~ common stock, ~~issued~~par ~~and~~value ~~outstanding~~$0.001 ~~prior~~per ~~to the Reverse Split had been converted into one~~ share ~~of common stock~~, ~~and all options~~from 300, ~~warrants~~000,000 ~~and~~to ~~any other similar instruments convertible into~~750, ~~or exchangeable or exercisable for~~000, ~~shares of common stock have been proportionally adjusted~~000. ~~All common stock shares have been retroactively restated to reflect the reverse split.~~

During the nine months ended September 30, 2015, pursuant to terms of their individual consulting agreements, the Company’s advisory board members were issued a total of 15,662 shares of common stock for services, respectively. The total market value of the shares issued for advisory services was $19,890, equivalent to approximately $1,000 for each month of service per member. Issuances of 113,000 shares for services valued at $76,443 performed during the nine months ended September 30, 2015 have been accrued as of September 30, 2015, within accrued expenses. These issuances will occur subsequent to September 30, 2015.F-11

The Company issued 105,084 common shares to individuals for consulting services rendered for the nine months ended September 30, 2015. The total market value of the shares issued for consulting services was $98,722, of which $1,875 was recorded as prepaid expenses and $96,847 of which is included in professional fees on the statement of operations for the nine months ended September 30, 2015.

F-14

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

~~During~~Pursuant ~~January 2015, pursuant~~ to an employment agreement, an officer of the Company ~~issued~~was ~~24,000~~eligible ~~shares~~ to ~~the~~receive ~~officer~~164,000 shares of the Company’s common stock (Note 8). These shares ~~were~~have ~~valued~~not been issued as of March 31, 2016. The share issuance valued at $~~28,800~~604 and ~~are included~~$564 inhave ~~general~~been &accrued ~~administrative~~as ~~expenses~~of onMarch ~~the~~31, ~~statement~~2016 ofand ~~operations~~December 31, 2015, respectively, within accrued expenses.

During ~~April~~the ~~2015,~~three ~~pursuant~~months toended anMarch ~~employment~~31, ~~agreement~~2015, ~~the~~$15,000 ~~Company~~of ~~issued~~note 4principal,~~000~~ ~~shares~~as todescribed ~~the~~in ~~officer~~Note of5, ~~the~~was ~~Company~~converted ~~(Note~~into ~~8).~~24,510 ~~These~~common shares. ~~were~~During ~~valued~~the atthree months ended March 31, 2016, $3123,~~360~~424 ~~and~~of ~~are included~~note inprincipal, ~~general~~as &described ~~administrative~~in ~~expenses~~Note on5, ~~the~~was ~~statement~~converted ofinto ~~operations~~176,801,817 common shares.

During July 2015, pursuant to an employment agreement, an officer of the Company was eligible to receive 4,000 shares of the Company’s common stock (Note 8). These shares have not been issued as of September 30, 2015. The share issuance valued at $120 have been accrued as of September 30, 2015, within accrued expenses.

During February 2015, the Company entered into a common stock purchase agreement with an accredited investor, pursuant to which the Company may issue and sell, and the investor is committed to purchase, up to $2,000,000 of shares of the Company’s common stock over the 36-month term following the effective date of the agreement. Pursuant to the terms of the purchase agreement, the Company has issued 175,000 shares of common stock to be held in escrow. 150,000 of these shares of common stock were to be disbursed to the investor in the event the common stock purchase agreement was not approved and deemed effective. 25,000 of these escrowed shares of common stock were to be disbursed to the investor in the event the Company terminates the purchase agreement or certain capital draw down thresholds are not met within the term of the common stock purchase agreement. During August 2015, the common stock purchase agreement was approved and went effective and 150,000 of these escrowed shares were returned to treasury and cancelled.

During the nine months ended September 30, 2015 $281,427 of note principal, as described in Note 5, was converted into 6,062,957 common shares.

Common Stock Warrants

~~During~~The ~~January~~following ~~2015,~~table ~~pursuant~~summarizes ~~to an employment agreement,~~ the ~~Company~~outstanding ~~issued~~warrants ~~a warrant to purchase 100,000 shares of the Company (Note 8). The warrant is exercisable after the~~and ~~date~~associated ofactivity ~~grant~~ for ~~a period of five years and has an exercise price of $0.03 per share. Additionally,~~ the ~~warrant~~three ~~is callable by the Company after six~~ months ~~from~~ended ~~the~~March ~~grant~~31, ~~date at a price of $0.10 per share.~~2016:

The Company valued its warrant using the Black-Scholes option-pricing model. Assumptions used during the nine months ended September 30, 2015 include (1) a risk-free interest rate of 1.61%, (2) a life of 5 years, (3) expected volatility of 512%, (4) zero expected dividends, (5) a conversion price as set forth in the related instrument, and (6) the common stock price of the underlying share on the valuation date.

	Number of Warrants Outstanding		Weighted Average Price		Weighted Average Remaining Contractual Life
Balance, December 31, 2014		44,001		9.91		3.00
Granted		100,000		1.20		5.00
Exercised		-		-		-
Expired		6,973		29.28		-
Balance, December 31, 2015		137,028	$	2.57		3.50
Granted		-		-		-
Exercised		-		-		-
Expired		-		-		-
Balance, March 31, 2016		137,028	$	2.57		3.25

~~The following table summarizes the outstanding warrants and associated activity for the nine months ended September 30, 2015:~~F-12

	Number of Warrants Outstanding		Weighted Average Price		Weighted Average Remaining Contractual Life
Balance, December 31, 2014		44,001	$	9.91		3.00
Granted		100,000		1.20		5.00
Exercised		-		-		-
Expired		6,973		29.28		-
Balance, September 30, 2015		137,028	$	2.57		3.76

F-15

Soul and Vibe Interactive Inc.

Notes to the Unaudited Condensed Consolidated Financial Statements

Note 8 – Employment Agreement

~~During~~On January 20, 2015, we executed an Employment Agreement with Peter Anthony Chiodo, which was effective as of January 1, 2015. Pursuant to the ~~Company~~Agreement, ~~entered~~Mr. ~~into~~Chiodo anwill ~~employment~~continue ~~agreement~~to ~~with~~serve ~~its~~as The Company’s Chief Executive Officer. ~~This~~The ~~agreement~~term ~~provides~~of ~~terms~~the ~~including~~Agreement ~~initial~~commenced ~~base~~on ~~compensation,~~January ~~stock compensation~~1, ~~incentive~~2015 ~~pay~~and ~~provisions,~~is ~~termination~~for ~~and~~a ~~non-compete~~period ~~clauses~~of asfive ~~well~~years, asunless ~~other~~terminated ~~customary~~sooner pursuant to the terms ~~and~~of ~~provisions~~the Agreement. Mr. Chiodo will ~~Pursuant~~be topaid ~~the~~a ~~terms~~base salary of ~~the~~$160,000, ~~agreement~~subject to annual adjustments, ~~the~~in ~~executive~~addition ~~will~~to a signing bonus of $60,000. Mr. Chiodo will be entitled to receive an aggregate of 100,000 shares of the Company’s common stock, (the “Common Stock”), of which 24,000 ~~and 4,000~~ such shares were issued inimmediately ~~January~~with ~~and~~the ~~April~~remaining ~~2015~~76,000 ~~respectively,~~shares ~~(Note~~issuable ~~7).~~at ~~The~~the ~~shares~~rate ~~that~~of ~~were to~~4,000 beshares ~~issued~~per quarter on ~~July~~the first day of each quarter beginning April 1, 2015 ~~have~~and ~~not~~continuing ~~yet~~up ~~been~~to ~~issued~~and including December 31, 2019. At the discretion of the Executive, and ~~are~~to ~~accrued~~preserve atthe ~~September~~Company’s 30cash position, ~~2015~~Mr. ~~The~~Chiodo ~~remaining~~is 68entitled to receive monthly compensation in the form of Common Stock pursuant to the terms of the Agreement. There are approximately 60,000 shares remaining on this agreement. The remaining shares to be issued at the rate of 4,000 shares per quarter on the first day of each quarter continuing ~~October~~April 1, ~~2015~~2016 and continuing up to and including December 31, 2019. Also related to the execution of this agreement, the Company issued a warrant to purchase 100,000 commons shares of the Company’s common stock (Note 7). Additionally, pursuant to the terms of the employment agreement, the Chief Executive Officer has the option to receive his compensation in cash or in the form of the Company’s common stock. The total issuable shares under the provision are determined using 70% of the volume-weighted average share price of the five days immediately preceding the end of the month in which the services were earned. The value of the shares will be based on the closing price of the end of the month in which the services were earned. This employment agreement is effective for five years and contains an automatic renewal provision for a period of one year.

Note 9 – ~~Subsequent~~Note ~~Events~~Payable

~~Subsequent~~On toApril ~~September 30~~24, 2015, the Company ~~issued~~entered into a ~~total~~promissory ofnote 19for $42,~~466,475~~080 ~~shares~~for ofservices ~~the~~provided. ~~Company’s~~The ~~common~~note ~~stock.~~carries ~~All~~an ~~shares~~interest ~~were~~rate ~~issued~~of in5%. ~~exchange~~The ~~for~~note requires monthly payments of $692,~~721~~000 and matures in April 2016. The note is personally guaranteed by the chief executive officer of the Company. The outstanding balance of ~~convertible~~the note ~~principal~~at December 31, as2015 ~~described~~and inMarch ~~the~~31, ~~following~~2016 ~~paragraphs.~~is $27,580 and $21,580, respectively.

~~During~~Subsequent ~~October~~to ~~2015~~March 31, 2016, the Company ~~issued~~ anreplaced ~~exchange~~the note toabove ~~an accredited investor~~ for $5065,~~000~~672 ~~of previously outstanding convertible debenture balance to an unrelated third party~~ for ~~consulting~~additional services provided. The replacement note ~~was~~requires ~~issued~~monthly ~~with~~payments ~~a maturity value~~ of $502,~~000, is due in April 2016, bears an interest~~700 ~~rate of 2%~~ and ismatures ~~convertible~~in ~~into~~May ~~shares of the Company at a rate equal to 60% of the average of the lowest trading price during the 20 consecutive trading days immediately preceding the conversion date~~2017. The note ~~also~~is ~~stipulates~~personally aguaranteed ~~conversion~~by ~~limitation, whereby~~ the ~~holder~~chief ~~may~~executive ~~not~~officer ~~convert more than 33.33%~~ of the ~~principal balance within a 15-day period during the 90 days following the date of issuance~~Company.

~~F-16~~Note 10 – Subsequent Events

~~ITEM~~Subsequent to 2March 31, 2016, the Company filed for a reverse split with a potential range of 1:100 – 1:150 (the “spring 2016 reverse split.”) ~~MANAGEMENT~~The company’Ss ~~DISCUSSION~~authorized ~~AND~~will ~~ANALYSIS~~not OFbe ~~FINANCIAL~~impacted ~~CONDITION~~by ~~AND~~the ~~RESULTS~~reverse OFsplit; ~~OPERATIONS~~once the “spring 2016 reverse split” is effective the company’s authorized will remain 750,000,000.

~~FORWARD-LOOKING~~Subsequent to ~~STATEMENTS~~March 31, 2016, the Company issued a total of approximately 295,892,000 shares of the Company’s common stock. All shares were issued in exchange for $46,813 of convertible note principal and $1,629 accrued interest.

~~This Management’s Discussion and~~During ~~Analysis~~April of2016, ~~Financial~~an ~~Condition~~unrelated ~~and~~third ~~Results~~party ofpaid ~~Operations~~the ~~(MD&A)~~debt ~~contains~~holder ~~forward-looking~~of ~~statements~~the ~~that~~convertible ~~involve~~debenture ~~known~~issued ~~and unknown~~on ~~risks,~~December ~~significant uncertainties and other factors that may cause our actual results~~4, ~~levels~~2015 ofwith ~~activity~~$28, ~~performance~~500 oroutstanding ~~achievements~~at toMarch ~~be materially different from any future results~~31, ~~levels~~2016 ofand ~~activity,~~it ~~performance~~is orconsidered ~~achievements~~paid ~~expressed, or~~in ~~implied,~~full. byThe ~~those~~new ~~forward-looking~~convertible ~~statements. You~~debenture ~~can~~balance ~~identify~~is ~~forward-looking~~$51,000 ~~statements~~and byis the ~~use~~first tranche. ofThe ~~the~~convertible ~~words~~debenture ~~may, will,~~note ~~should,~~has ~~could,~~a ~~expects,~~maturity ~~plans,~~value ~~anticipates,~~of ~~believes~~$102,000. ~~estimates,~~Interest ~~predicts,~~on ~~intends,~~the ~~potential,~~note ~~proposed,~~accrues orat ~~continue or~~ the ~~negative~~rate of ~~those~~10% ~~terms~~per annum. ~~These~~ ~~statements~~The ~~are~~note ~~only~~is ~~predictions.~~due Inone ~~evaluating~~year ~~these statements, you should consider various factors, which may cause our actual results to differ materially~~ from ~~any forward-looking statements. Although we believe that~~ the ~~exceptions~~date ~~reflected~~of ineach ~~the~~installment ~~forward-looking~~and ~~statements~~is ~~are~~convertible ~~reasonable,~~using wea ~~cannot~~conversion ~~guarantee~~price ~~future~~of ~~results,~~50% ~~levels~~ of ~~activity,~~the ~~performance~~lowest trade price (or ~~achievements. Therefore,~~a ~~actual~~50% ~~results~~discount ~~may~~to ~~differ~~market) ~~materially~~occurring ~~and~~during ~~adversely~~the ~~from~~25 ~~those~~trading ~~expressed in~~days ~~any~~immediately ~~forward-looking~~preceding ~~statements. We~~the ~~undertake~~conversion ~~no obligation to revise or update publicly any forward-looking statements for any reason~~date.

~~RESULTS~~During April OF2016, ~~OPERATIONS~~the Company entered into a development-publishing agreement with Origin Studios to create a line of four (4) interactive books. The new entertainment apps will be based on proprietary Company IP. The first of the four (4) books is anticipated to launch during the third quarter of 2016 and it is further anticipated that each successive app in the line will launch one per quarter through the second quarter of 2017.

~~Working Capital~~F-13

	September 30,			December 31,
	2015			2014
Current Assets	$	20,779		$	43,061
Current Liabilities		2,692,705			1,672,821
Working Capital (Deficit)	$	(2,671,926	)	$	(1,629,760	)

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Cash Flows~~FORWARD-LOOKING STATEMENTS

	Nine months ended			Nine months ended
	September 30, 2015			September 30, 2014
Cash Flows Used in Operating Activities	$	(224,548	)	$	(342,819	)
Cash Flows Provided by (used in) Investing Activities		(65,204	)		(168,299	)
Cash Flows Provided by Financing Activities		264,000			541,755
Net Increase (Decrease) in Cash During Period	$	(25,752	)	$	30,637

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors, which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

~~Balance~~RESULTS OF ~~Sheet~~OPERATIONS

~~As of September 30, 2015, the Company~~Working had total assets of $429,544 compared with total assets of $434,694 as of December 31, 2014. The assets are mainly comprised of cash and development costs. The increase in development costs is primarily due to the launch and eventual launch of multiple products in fiscal years 2015 and 2016.Capital

The Company had total liabilities of $2,692,705 as of September 30, 2015, compared with $1,672,821 as of December 31, 2014. The increase in total liabilities is mainly attributable to the increase of $766,998 in the derivative liability.

	March 31,			December 31,
	2016			2015
Current Assets	$	20,201		$	39,003
Current Liabilities		2,345,941			2,435,133
Working Capital (Deficit)	$	(2,325,740	)	$	(2,396,130	)

~~Operating Expenses~~Cash Flows

During the nine months ended September 30, 2015, the Company incurred operating expenses totaling $831,873 compared with $1,371,026for the nine months ended September 30, 2014. The decrease in operating expenses is primarily attributable to a decrease in professional fees as the Company is between product launches.

	Three months ended			Three months ended
	March 31, 2016			March 31, 2015
Cash Flows Used in Operating Activities	$	(94,006	)	$	(78,461	)
Cash Flows Used in Investing Activities		(12,000	)		(12,000	)
Cash Flows Provided by Financing Activities		104,000			148,500
Net Increase (Decrease) in Cash During Period	$	(2,006	)	$	58,039

~~Net Income (Loss)~~Balance Sheet

~~During~~As at ~~the~~March ~~nine months ended September 30~~31, ~~2015~~2016, the Company ~~realized~~had ~~net~~total ~~loss~~assets of $1415,~~887,158~~689 compared with ~~net~~total ~~loss~~assets of $~~866~~448,~~976,~~269 ~~for~~as ~~the~~at ~~nine~~December ~~months ended September 30~~31, ~~2014~~2015. The assets ~~increase~~are inmainly ~~net~~comprised ~~loss~~of ~~from~~cash ~~the~~and ~~nine-month~~development ~~period~~costs. ~~ended~~The ~~September~~decrease ~~30,~~in ~~2014~~development tocosts ~~the~~are ~~nine-month period ended September 30, 2015 was~~ primarily due to anamortization of ~~increase in~~ the ~~loss~~development ~~on derivative~~costs.

1The Company had total liabilities of $2,368,317 at March 31, 2016, compared with $2,447,262 as at December 31, 2015. The decrease in total liabilities is mainly attributable to the decrease of $174,376 in the derivative liability.

~~During 2014, the Company completed the~~Operating development of, and released into the market, two products: Timeless Gems and Striker Rush: Champion Edition. Timeless Gems was released on Facebook, through Apple’s App Store for iPhone, iPad, and iPod Touch mobile devices, and through Google Play for Android devices. Striker Rush: Champion Edition was released through Apple’s App Store for iPhone, iPad, and iPod Touch mobile devices, and through Google Play and Amazon.com for Android devices in concert with its development partner, 1DER Entertainment. In addition to the development and release of the Timeless Gems product, two packages of expansion content for Timeless Gems were developed and released during 2014. A third package of Timeless Gems expansion content was developed during 2014, but this package has not yet been released as of September 30, 2015. This third package of expansion content is complete and is undergoing final quality assurance testing. It is anticipated that this third package of expansion content will be publicly announced, and released, during the fourth quarter of 2015.Expenses

~~In June 2015,~~ During the ~~Company~~three ~~announced~~months ~~a new~~ended ~~publishing~~March ~~label~~31, ~~Soul and Vibe Music. Soul and Vibe Music is a proprietary music-publishing label. The Company aims to leverage its existing~~2016, and to develop new, music assets associated with its licensed-brands and internally generated intellectual properties as stand-alone “premium” music soundtrack and multi-track music single product releases. It is the Company~~’s intent~~ ~~that~~incurred ~~these~~operating ~~music~~expenses ~~soundtrack~~totaling and multi-track music single product releases will double as potential revenue-generating marketing vehicles for the Company’s video games and entertainment apps based on licensed-brands and internally generated intellectual properties. As of September 30$228,801 ~~2015,~~compared ~~Soul~~with ~~and Vibe Music has released one full-length soundtrack~~$447, ~~“Songs of SirVival,”~~628 ~~and~~for three multi-track music singles, “SirVival and Tantrum,” “Who Is Gurk Burkle?,” and “Smorgon Magma, The Black Rider.” The development of a fourth multi-track music single, “Spellbound,” continued during the three months ended ~~September~~March 3031, 2015~~, but it was neither formally announced nor released during the third quarter~~. AsThe adecrease ~~subsequent event,~~in ~~“Spellbound”~~operating ~~was~~expenses ~~both~~is ~~formally~~primarily ~~announced~~attributable ~~and released during October 2015. All five Soul and Vibe Music releases~~ to date are available via streaming and/or digital download on Apple Music, iTunes, Spotify, Google Play, Amazon, Rdio, Deezer, Tidal, YouTube Music Key, Beats/MediaNet, and Microsoft Groove. (Microsoft Groove was added as a ~~new~~reduction ~~distribution channel~~ in ~~October~~marketing ~~2015, in concert with the launch of the “Spellbound” multi-track music single.) The music content that comprises all five Soul~~ and ~~Vibe~~consulting ~~Music~~expenses ~~releases~~as ~~to date are copyrighted assets of~~ the Company, with each track possessing an associated proprietary ISRC code. The music content that comprises all five Soul and Vibe Music releases are recognized by Shazam. The music content that comprises all five Soul and Vibe Music releases is, ~~also,~~currently ~~accessible~~between onproduct ~~iTunes for premium purchase within the Options Menu of the Company’s SirVival game~~launches.

~~In August 2015, the Company announced~~Net aIncome new publishing label, Soul and Vibe Books. Soul and Vibe Books is a proprietary publishing label that specializes in the development and launch of digitally distributed electronic books and storybooks. The Company aims to leverage its licensed-brands and internally generated intellectual properties as stand-alone “premium” entertainment app e-books. It is the Company’s intent that these e-books will double as potential revenue-generating marketing vehicles for the Company’s video games and entertainment apps based on licensed-brands and internally generated intellectual properties. During the three months ended September 30, 2015, the Company continued the development of a four-product line of entertainment apps, specifically e-books (~~or electronic storybooks~~Loss) based on the Company’s John Deere licensed brand. The first product in the four-product line was Johnny Tractor and Friends: County Fair. Johnny Tractor and Friends: County Fair was launched on the App Store for iPhone, iPad, and iPod Touch on September 2, 2015. (As a subsequent event, Johnny Tractor and Friends: County fair was released on Google Play and Amazon during the month of October 2015.) Johnny Tractor and Friends: County Fair was the first product to be launched under the Company’s new Soul and Vibe Books label. During the three months ended September 30, 2015, the Company initiated the development of a second e-book that will be published under the Soul and Vibe Books label. It is anticipated that this second e-book will be formally announced and released during the fourth quarter, 2015. For up to two consecutive quarters thereafter (defined as one product per quarter) it is anticipated the Company will release one [additional] new e-book product in the line. Not including the previously released Johnny Tractor and Friends: County Fair e-book, there are currently three individual entertainment app e-books in various states of pre-production and production. It is the Company’s intent to localize all four e-books in the line into a variety of languages including, but not limited to, French, German, Spanish, and Italian. The Company anticipates that localized versions of its e-books will be released, albeit on a staggered release schedule, beginning in the late fourth quarter 2015/early first quarter 2016.

During the three months ended ~~September 30~~March 31, ~~2015~~2016, the Company ~~continued~~realized ~~the~~net ~~development~~loss of ~~SirVival~~$255,434 ancompared ~~action-adventure~~with ~~“runner”~~net ~~game,~~income ~~for mobile platforms. As~~ of ~~June 30~~$157, ~~2015~~447, ~~SirVival had been released on Facebook and~~ for the ~~Company~~three ~~announced~~months ~~the~~ended ~~game~~March ~~would be subsequently released through Apple’s App Store for iPhone~~31, ~~iPad,~~2015. ~~and~~The ~~iPod~~decrease ~~Touch~~in ~~mobile~~net ~~devices,~~income ~~through~~from ~~Google Play and Amazon.com for Android devices, and on~~ the ~~Windows~~three ~~Mobile~~month ~~Platform~~period ~~(for~~ended ~~Windows~~March ~~Phones and Surface Tablets) with anticipated future support for Xbox Live~~31, as2015 ~~a feature set, primarily~~ to ~~coincide with Microsoft’s launch of~~ the ~~Windows 10 OS platform (which was released~~three inmonth ~~July~~period ~~2015.)~~ended ~~The~~March ~~iOS~~31, ~~and~~2016 ~~Android~~was ~~platform~~primarily ~~versions~~due ofto ~~SirVival~~a ~~were~~smaller ~~released~~decrease ~~during~~in the ~~third~~gain ~~quarter of 2015. Additional platform releases~~ (~~Amazon and Windows devices~~loss) ~~are~~on ~~forthcoming.~~derivative Itand is the Company’s ~~intent to localize SirVival into a variety of~~is ~~languages~~currently ~~including,~~between ~~but~~product ~~not limited to, French, German, Spanish, and Italian~~launches. ~~The Company anticipates that localized versions of SirVival will be released, albeit on a staggered platform release schedule, beginning in the late fourth quarter 2015/early first quarter 2016.~~

~~During~~In 2014, ~~the~~Timeless ~~third quarter~~Gems, ~~the~~a ~~Company became~~video angame, ~~approved~~was ~~3rd~~released ~~Party~~on ~~licensee~~Facebook, ofthrough ~~Nintendo.~~Apple’s ~~The~~App ~~Company~~Store ~~has~~for ~~been~~iPhone, ~~granted~~iPad, ~~approval to develop~~ and ~~publish~~iPod ~~games,~~Touch ~~through~~mobile ~~digital distribution channels~~devices, ~~for~~and ~~the~~through ~~Nintendo~~Google ~~3DS™~~Play ~~system~~for ~~and~~Android ~~the Wii U™ system~~devices. ~~The~~In ~~Company’s~~addition ~~releases will~~to bethe ~~digitally~~development ~~distributed,~~ and ~~launched,~~release ~~through~~of the ~~Nintendo~~core ~~eShop.~~Timeless ~~The~~Gems product, ~~Company~~two ~~intends~~packages toof ~~formally~~expansion ~~announce~~content ~~its~~for ~~new~~Timeless ~~licensee status~~Gems ~~alongside~~were adeveloped ~~product~~and ~~announcement~~released ofduring athe ~~game~~2nd ~~slated~~and ~~for~~3rd quarters ~~release~~of ~~on a Nintendo hardware platform~~2014. ~~The~~A ~~Company~~third ~~also~~package ~~intends to~~of ~~pursue~~expansion ~~development~~content ~~and~~for ~~publishing~~Timeless ~~licensing~~Gems ~~for~~was ~~Nintendo’s~~developed ~~forthcoming~~during ~~console,~~2014 ~~codenamed~~and ~~“NX,”~~2015; ~~which~~this ispackage ~~rumored~~of toexpansion ~~launch~~content was released in ~~2016~~December 2015.

~~Liquidity~~In June 2014, day and ~~Capital~~date ~~Resources~~with the opening game of the 2014 World Cup Soccer tournament, the company released a second video game product, Striker Rush: Champion Edition. Striker Rush: Champion Edition was released, worldwide, through Apple’s App Store (for iPhone, iPad, and iPod Touch mobile devices), and through Google's Google Play and Amazon.com (for Android devices) in concert with its development partner, 1DER Entertainment.

AsDuring the atfourth ~~September~~quarter ~~30,~~of ~~2015~~2013, the Company ~~had~~ entered into a ~~cash~~development/publishing ~~balance~~agreement with 1DER Entertainment for SirVival, an interactive game. As a part of $0the development/publishing agreement, the Company acquired the SirVival IP from 1DER Entertainment. Through fiscal year 2014 and athe ~~working~~first ~~capital~~two ~~deficit~~quarters of $22015,~~671,926~~ ~~compared~~the ~~with~~Company acontinued ~~cash~~the ~~balance~~development of ~~$25,752~~SirVival; ~~and~~the ~~working~~game ~~capital~~was released, ~~deficit~~worldwide, ofon $1Facebook,~~629~~ Google's Google Play,~~760~~ atand ~~December~~Apple's 31App Store (for iPhone, ~~2014.~~iPad, ~~The~~and ~~decrease~~iPod inTouch) ~~working~~during ~~capital~~the isthird ~~primarily~~quarter of ~~due~~2015. In addition to anthe ~~increase~~development inand release of the ~~derivative~~SirVival video game product, one package of expansion content for SirVival ~~liability~~entered development during the fourth quarter of 2014 and continued through 2015, but this package has neither been announced nor released. The Company will formally announce the targeted release date of this expansion pack at a later date.

~~Cash~~In June ~~Flows~~2015, ~~from~~the ~~Operating~~Company ~~Activities~~announced a new (second) publishing label, Soul and Vibe Music. Soul and Vibe Music is a proprietary music-publishing label that publishes music content through downloadable/streamable distribution channels that include, but are not limited to, the likes of: Apple Music, iTunes, Spotify, Google Play, Amazon, Rdio, Deezer, Tidal, YouTube Music Key, Beats/MediaNet, and Microsoft Groove. The Company aims to leverage its existing, and to develop new, music assets that are associated with its licensed-brands and internally generated intellectual properties as stand-alone “premium” music soundtrack and single-track and/or multi-track music single product releases. It is the Company’s intent that these music soundtrack and single-track and/or multi-track music single product releases will double as potential revenue-generating cross-promotional marketing vehicles for the Company’s video games and entertainment apps based on licensed-brands and internally generated intellectual properties. As of March 31, 2016, Soul and Vibe Music has released one full-length soundtrack, “Songs of SirVival,” and five multi-track music singles, “SirVival and Tantrum,” “Who Is Gurk Burkle?,” “Smorgon Magma, The Black Rider,” “Spellbound,” and “Bugaboo, A Bump In The Night.” Development commenced during the fourth quarter of 2015 on “Bugaboo, A Bump In The Night,” and the multi-track music single was both formally announced and released in February 2016. The development of a sixth multi-track music single, “Revenge, Volume I,” commenced during the first quarter of 2016, but it was neither formally announced nor released until March 2016.

~~During~~ As the ~~nine~~Soul ~~months~~and ~~ended~~Vibe ~~September 30,~~Music ~~2015~~label grows, the Company ~~used~~intends ~~$224,548~~to pursue the licensing of ~~cash~~music for (i) inclusion in ~~operating~~its ~~activities~~games ~~compared~~and ~~with~~apps and ~~use~~(ii) ofto ~~$342~~release,~~819~~ ofvia ~~cash~~downloadable/streamable indistribution ~~operating~~channels, as “premium” stand-alone and/or compilation ~~activities~~music ~~during~~product ~~the~~releases. ~~nine~~The ~~months~~Company ~~ended~~also ~~September~~anticipates ~~30,~~it ~~2014~~will contract music industry subject matter experts as consultants to help broaden the label’s product mix. The ~~decrease~~Company inanticipates ~~the~~that ~~use~~a ofbroadened ~~cash~~product mix for ~~operating~~the ~~activities~~Soul isand Vibe Music label ~~mainly~~will ~~attributable~~increase toconsumer aawareness, ~~decrease~~build inIPs, ~~general~~create ~~and~~cross-promotional ~~administrative~~opportunities ~~expenses~~across its growing product portfolio, and drive revenue.

~~Cash~~To date, ~~Flows~~all ~~from~~music ~~Investing~~content ~~Activity~~published by Soul and Vibe Music are copyrighted assets of the Company. Each individual music track is a unique asset that is identifiable through a proprietary ISRC code. EPs are identifiable through a proprietary UPC code. The music content that comprises Soul and Vibe Music releases are each recognized by the music identification service, Shazam. The music content that comprises Soul and Vibe Music releases as of March 31, 2016 are, also, cross-promoted (on iTunes) via the Options Menu of the Company’s SirVival video game.

In August 2015, the Company announced a new (third) publishing label, Soul and Vibe Books. Soul and Vibe Books is a proprietary publishing label that specializes in the development and launch of digitally distributed electronic books (“e-books” and “interactive storybooks.”) The Company aims to leverage its licensed-brands and internally generated intellectual properties as stand-alone “premium” entertainment app e-books. It is the Company’s intent that these e-books will double as potential revenue-generating cross-promotional marketing vehicles for the Company’s video games and entertainment apps based on licensed-brands and internally generated intellectual properties. During the ~~nine~~three months ended ~~September 30~~March 31, ~~2015~~2016, the Company ~~used~~continued ~~$65,204~~the development of ~~cash~~a four-product line of e-books based on the Company’s John Deere licensed brand. The first product in ~~investing~~the ~~activities~~four-product line, ~~compared~~Johnny ~~with~~Tractor ~~$168~~and Friends: County Fair,~~299~~ ofwas ~~cash~~launched ~~used~~on ~~during~~Apple’s App Store for iPhone, iPad, and iPod Touch in September 2015 and on Google’s Google Play and Amazon (for Android devices) in October 2015. The Company launched a second e-book, Johnny Tractor and Friends: Snow Day, in December 2015 for the ~~nine~~aforementioned ~~months~~platforms. During the first quarter of 2016, the ~~ended~~Company ~~September~~continued 30development on a third e-book, ~~2014~~Johnny Tractor and Friends: Growing Season, which was formally announced and launched in April 2016 also for the aforementioned platforms. The ~~decrease~~Company inanticipates ~~cash~~it ~~used~~will formally announce, and release, the fourth e-book in ~~investing~~the ~~activities~~line during the late 2nd quarter / early 3rd quarter of 2016. Ultimately, it is the ~~mainly~~Company’s ~~due~~intent to localize all four e-books in the ~~Company~~line ~~nearing~~into ~~completion~~a variety of languages including, but not limited to, French, German, Spanish, and Italian. The Company anticipates that localized versions of its e-books will be released, albeit on a ~~product~~staggered ~~under~~release ~~development~~schedule, throughout fiscal year 2016; the localized versions of its e-books will be released as title updates via Apple’s App Store, Google’s Google Play, and Amazon.

~~Cash Flows from Financing Activities~~2

~~During the nine months ended September~~On November 30, 2015, the Company ~~received~~announced ~~$264,000~~its line of ~~cash~~John ~~from~~Deere-branded ~~financing~~Johnny ~~activities~~Tractor ~~compared~~and Friends e-books will be cross-promoted with ~~the~~TOMY ~~receipt~~International of(“TOMY”) ~~$541,755~~toys ofthat ~~cash~~are ~~during the~~also ~~nine~~based ~~months~~on ~~ended~~the ~~September~~Johnny ~~30,~~Tractor ~~2014~~and Friends IP. ~~During~~Commencing ~~the~~in ~~nine~~December 2015, ~~months~~and ~~ended~~continuing ~~September~~through 302016, ~~2015~~TOMY’s line of John Deere-branded Johnny Tractor and Friends toys will feature, within the packaging, a two-sided pack-in poster. The Company’s ~~secured~~Johnny ~~financing~~Tractor ~~from~~and ~~ten~~Friends series of e-books is highlighted on ~~convertible~~one ~~notes~~side ~~payable~~of the poster, and isa ~~continuing~~robust toselection ~~search~~from ~~for~~TOMY’s ~~future~~diverse ~~debt~~line of Johnny Tractor and ~~equity~~Friends ~~financing~~toys is highlighted on the other. ~~The~~In addition, each of the Company’s isJohnny ~~using~~Tractor ~~proceeds~~and ~~received~~Friends interactive storybooks cross-promotes TOMY’s ~~from~~toys via a color full-screen image that appears at the ~~issuance~~end of ~~common~~each ~~stock~~e-book. TOMY’s line of Johnny Tractor and ~~convertible~~Friends ~~debentures~~toys are toavailable ~~fund~~at ~~product~~Target, ~~development~~Walmart, ~~costs~~Toys”R”Us, ~~product~~Amazon, ~~marketing~~and many other fine retail and ~~product~~online merchants. The Company ~~publicity~~anticipates ~~costs,~~that the cross-promotional relationship with TOMY will increase consumer awareness for the Soul and ~~general~~Vibe Books label and ~~administrative~~its ~~expenses.~~line of e-book products.

~~Going~~As the ~~Concern~~Soul and Vibe Books label grows, the Company intends to expand its e-book product mix to feature additional lines based on both the Company’s proprietary IPs and other licensed-brands. The Company also anticipates it will pursue a broadening of the supported hardware platforms on which its e-books can be read. The Company anticipates that expanded platform support, and a broadened product mix for the Soul and Vibe Books label, will increase consumer awareness, build IPs, and drive revenue.

WeDuring the ~~have~~three ~~not~~months ~~attained~~ended ~~profitable~~March ~~operations and~~31, ~~are~~2016, ~~dependent~~the ~~upon~~Company ~~obtaining~~announced ~~financing~~it towas ~~pursue~~developing ~~any~~a ~~extensive~~John ~~acquisitions~~Deere-branded ~~and~~video ~~activities.~~game ~~For these reasons~~product, ~~our~~John ~~auditors~~Deere: ~~stated~~Pocket inFarm. ~~their~~The ~~report~~Company onanticipates ~~our~~it ~~audited~~will ~~financial~~formally ~~statements~~release ~~that~~John ~~they~~Deere: ~~have~~Pocket ~~substantial~~Farm ~~doubt~~during ~~that~~the wethird ~~will~~quarter beof ~~able~~2016. toIt ~~continue as~~is aanticipated ~~going~~that ~~concern~~the ~~without~~Company’s ~~further~~forthcoming ~~financing. Our~~John ~~intended~~Deere-branded ~~source~~video ofgame ~~future~~will ~~cash~~be ~~flow~~released tofor ~~fund~~play ~~our~~on ~~growth~~iOS ~~model~~and ~~until~~Android ~~we are~~platform ~~able~~mobile todevices, ~~establish~~Apple ~~profitable~~TV, ~~operations are through additional debt~~ and ~~equity~~social ~~offerings~~media platforms.

~~Off~~During the three months ended March 31, 2016, the Company also continued the development of additional products that, as of March 31, 2016, have not been publically announced. It is anticipated that these products will be released into the market beginning in the third quarter of 2016 on hardware platforms such as Facebook, through Apple’s App Store for iPhone, iPad, iPod Touch mobile devices and Apple TV, through Google Play and Amazon.com for Android devices and Kindle Fire devices, and potentially on the Windows Mobile Platform with possible future support for Xbox Live, as a feature set, primarily to coincide with Microsoft’s continued multi-~~Balance~~platform ~~Sheet~~rollout ~~Arrangements~~of Windows 10.

~~We have no significant off-balance sheet~~Liquidity ~~arrangements~~and ~~that~~Capital have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.Resources

~~Future~~As of ~~Financings~~March 31, 2016, the Company had a cash balance of $5,084 and a working capital deficit of $2,325,740 compared with a cash balance of $7,090 and working capital deficit of $2,396,130 at December 31, 2015. The increase in working capital is primarily due to a decrease in the derivative liability.

~~We will continue to rely on the issuance~~Cash ofFlows ~~debt~~from ~~and~~Operating equity in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.Activities

3During the three months ended March 31, 2016, the Company used $94,006 of cash in operating activities compared with use of $78,461 of cash in operating activities during the three months ended March 31, 2015. The increase in the use of cash for operating activities is mainly attributable to a decrease in net income.

~~ITEM~~Cash Flows 3.from ~~QUANTITATIVE~~Investing ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~Activity

WeDuring the ~~are~~three amonths ~~smaller~~ended ~~reporting~~March ~~company~~31, ~~as defined~~2016, bythe ~~Rule~~Company ~~12b-2~~used $12,000 of ~~the~~cash ~~Securities~~in ~~Exchange~~investing ~~Act~~activities compared with $12,000 of ~~1934~~cash used ~~and~~during ~~are~~the ~~not~~three ~~required~~months toended ~~provide~~March ~~the~~31, ~~information~~2015. ~~under~~The ~~this~~cash ~~item~~used in investing activities remained consistent.

~~ITEM~~Cash Flows 4.from ~~CONTROLS~~Financing ~~AND PROCEDURES.~~Activities

~~Evaluation~~During the three months ended March 31, 2016, the Company received $104,000 of ~~disclosure~~cash ~~controls~~from financing activities compared with the receipt of $148,500 of cash during the three months ended March 31, 2015. During the three months ended March 31, 2016 the Company secured financing from two convertible notes payable and is continuing to search for future debt and equity financing. ~~procedures~~The Company is using proceeds received from the issuance of common stock and convertible debentures to fund product development costs, product marketing and product publicity costs, and general and administrative expenses.

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.3

~~Our principal executive officer and principal~~Going financial officer does not expect that our disclosure controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer has determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Concern

~~Changes~~We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in ~~Internal~~their ~~Control~~report ~~over~~on ~~Financial~~our audited financial statements that they have substantial doubt that ~~Reporting~~we will be able to continue as a going concern without further financing. Our intended source of future cash flow to fund our growth model until we are able to establish profitable operations are through additional debt and equity offerings.

~~There has been no change in the Company’s~~Off-Balance ~~internal~~Sheet ~~control~~Arrangements over financial reporting during the three months ended September 30, 2015, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~PART~~We have IIno significant off-balance ~~OTHER~~sheet arrangements that have or are reasonably likely to have a current or future effect on our ~~INFORMATION~~financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

~~ITEM 1. LEGAL PROCEEDINGS.~~Future Financings

We will ~~are~~continue ~~not a party~~ to ~~any~~rely ~~pending~~on ~~legal proceeding, nor is our property~~ the ~~subject~~issuance of adebt ~~pending~~and ~~legal~~equity ~~proceeding,~~in ~~that~~order isto ~~not~~continue into ~~the~~fund ~~ordinary~~our ~~course~~business ofoperations. ~~business~~Issuances orof ~~otherwise~~additional ~~material~~shares towill ~~the~~result ~~financial~~in ~~condition~~dilution ofto ~~our~~existing ~~business~~stockholders. ~~None~~There ofis ~~our~~no ~~directors,~~assurance ~~officers~~that orwe ~~affiliates~~will isachieve ~~involved~~any inadditional asales ~~proceeding~~of the ~~adverse~~equity tosecurities ~~our~~or ~~business~~arrange for debt or ~~has~~other afinancing ~~material~~to ~~interest~~fund ~~adverse~~planned toacquisitions ~~our~~and ~~business~~exploration activities.

ITEM 1A 3. QUANTITATIVE ~~RISK~~AND ~~FACTORS~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Not~~We are ~~applicable~~a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2 4. CONTROLS ~~UNREGISTERED SALES OF EQUITY SECURITIES~~ AND ~~USE OF PROCEEDS~~PROCEDURES.

~~During the nine months ended September~~Evaluation ~~30, 2015, advisory board members were issued a total~~ of ~~15,662~~disclosure ~~shares~~controls ofand ~~common~~procedures ~~stock for services.~~

We carried ~~issued~~out ~~105~~an evaluation,~~084~~ ~~common~~under ~~shares~~the tosupervision ~~individuals~~and with the participation of our management, including our principal executive officer and ~~entities~~principal ~~for~~financial ~~consulting~~officer, ~~services~~of ~~rendered~~the effectiveness of our disclosure controls and ~~software~~procedures ~~development~~(as ~~costs~~defined) ~~incurred~~in ~~for~~Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the ~~nine~~end ~~months~~of ~~ended~~the ~~September~~period 30covered in this report, our disclosure controls and procedures ~~2015~~were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

~~Issuances~~Our principal executive officer and principal financial officer does not expect that our disclosure controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of 84achieving their objectives and our principal executive officer and principal financial officer has determined that our disclosure controls and procedures are effective at doing so,~~750~~ ~~shares~~a ~~for~~control ~~services~~system, no matter how well conceived and operated, can provide only reasonable, ~~performed~~not ~~during~~absolute assurance that the ~~three~~objectives ~~months~~of ~~ended~~the ~~September~~system 30are met. Further, ~~2015~~the ~~have~~design ~~been~~of ~~accrued~~a ascontrol system must reflect the fact that there are resource constraints, and the benefits of ~~September~~controls 30must be considered relative to their costs. Because of the inherent limitations in all control systems, ~~2015~~no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within ~~accrued~~the ~~expenses~~Company have been detected. These ~~issuances~~inherent ~~will~~limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur ~~subsequent~~because toof ~~September~~a 30simple error or mistake. Additionally, ~~2015~~controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~During the nine months ended September~~Changes ~~30,~~in ~~2015~~Internal weControl ~~issued~~over ~~28,000~~Financial shares to our chief executive officer, pursuant to an employment agreement, for services rendered. The shares that were to be issued on July 1, 2015 and October 1, 2015 are accrued on July 1, 2015 and October 1, 2015, respectively. These shares have not yet been issued.Reporting

4There has been no change in the Company’s internal control over financial reporting during the three months ended March 31, 2016, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.~~4

~~None.~~PART II - OTHER INFORMATION

ITEM 4 1. ~~MINE~~LEGAL ~~SAFETY DISCLOSURES~~PROCEEDINGS.

~~Not~~We are ~~applicable~~not a party to any pending legal proceeding, nor is our property the subject of a pending legal proceeding, that is not in the ordinary course of business or otherwise material to the financial condition of our business. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 5 1A. ~~OTHER~~RISK ~~INFORMATION~~FACTORS.

~~None~~Not applicable.

ITEM 6 2. ~~EXHIBITS~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

31.1		Section 302 Certification of Principal Executive Officer+
31.2		Section 302 Certification of Principal Financial Officer+
32.1		Section 906 Certification of Principal Executive Officer and Principal Financial Officer*
101.INS		XBRL Instance Document +
101.SCH		XBRL Taxonomy Extension Schema Document +
101.CAL		XBRL Taxonomy Calculation Linkbase Document +
101.LAB		XBRL Taxonomy Labels Linkbase Document +
101.PRE		XBRL Taxonomy Presentation Linkbase Document +
101.DEF		XBRL Definition Linkbase Document +

During the three months ended March 31, 2016, $123,424 in note principal was converted into 176,801,817 shares of Common Stock.

~~+filed~~ITEM 3. ~~herewith~~DEFAULTS UPON SENIOR SECURITIES.

*furnished herewithNone.

5ITEM 4. MINE SAFETY DISCLOSURES.

~~SIGNATURES~~Not applicable.

~~Pursuant to the requirements of the Securities~~ITEM ~~Act~~5. ofOTHER ~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 16th day of November 2015~~INFORMATION.

	Soul and Vibe Interactive Inc.
Date: November 16, 2015	BY:	/s/ Peter Anthony Chiodo
		Peter Anthony Chiodo President and Chief Executive Officer

None.

ITEM 6. EXHIBITS.

31.1		Section 302 Certification of Principal Executive Officer+
31.2		Section 302 Certification of Principal Financial Officer+
32.1		Section 906 Certification of Principal Executive Officer and Principal Financial Officer*
101.INS		XBRL Instance Document +
101.SCH		XBRL Taxonomy Extension Schema Document +
101.CAL		XBRL Taxonomy Calculation Linkbase Document +
101.LAB		XBRL Taxonomy Labels Linkbase Document +
101.PRE		XBRL Taxonomy Presentation Linkbase Document +
101.DEF		XBRL Definition Linkbase Document +

+filed herewith

*furnished herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 16^th day of May, 2016.

	Soul and Vibe Interactive Inc.



Date: May 16, 2016	BY:	/s/ Peter Anthony Chiodo
		Peter Anthony Chiodo President and Chief Executive Officer

Filing Compare · Soul & Vibe Interactive Inc.