U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016~~

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE TRANSITION PERIOD FROM ______________ TO ______________~~

FOR THE TRANSITION PERIOD FROM ______________ TO ______________

COMMISSION FILE NUMBER: 0-29113

INCAPTA, INC.

(Exact Name of Company as Specified in its Charter)

Nevada		47-3903460
Wyoming		47-3903460
(State or Other Jurisdiction of Incorporation		(I.R.S. Employer
(State or Other Jurisdiction of		(I.R.S. Employer
or Organization)		Identification No.)
Incorporation or Organization)		Identification No.)

1950 Fifth Avenue, Suite 100, San Diego, California		92101
1876 Horse Creek Rd. Cheyenne, WY		82009
(Address of Principal Executive Offices)		(Zip Code)

Company’s telephone number: (~~619~~682) ~~798~~ 229-~~9284~~7476

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: common stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes ☐ No ☒.

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

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

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

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act: Yes ☐ No ☒.

The aggregate market value of the Company’s common stock, $0.001 par value per share, held by non-affiliates of the Company on June 30, 2016, the last business day of the Company’s most recently completed second fiscal quarter, was $43,066 (based on the price at which the common stock was last sold on that date). As of March 15, 2017, the Company had 111,916,194 shares of common stock issued and outstanding.

TABLE OF CONTENTS

	PAGE
PART I.
ITEM 1. BUSINESS	1
ITEM 1A. RISK FACTORS	4
ITEM 1b. UNRESOLVED STAFF COMMENTS	12
ITEM 1B. UNRESOLVED STAFF COMMENTS	4
ITEM 2. PROPERTIES	124
ITEM 3. LEGAL PROCEEDINGS	124
ITEM 4. MINE SAFETY DISCLOSURES.	124
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES of EQUITY SECURITIES	13
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	5
ITEM 6. SELECTED FINANCIAL DATA	147
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS	7
ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1910
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	1910
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	1910
ITEM 9A. CONTROLS AND PROCEDURES	1910
ITEM 9B. OTHER INFORMATION	2012
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	2113
ITEM 11. EXECUTIVE COMPENSATION	2316
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, AND RELATED STOCKHOLDER MATTERS	2416
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	2618
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	2719
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	2719
SIGNATURES	2820

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND INFORMATION

This Annual Report on Form 10-K, the other reports, statements, and information that we have previously filed or that we may subsequently file with the Securities and Exchange Commission, or SEC, and public announcements that we have previously made or may subsequently make include, may include, incorporate by reference or may incorporate by reference certain statements that may be deemed to be “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are intended to enjoy the benefits of that act. Unless the context is otherwise, the forward-looking statements included or incorporated by reference in this Form 10-K and those reports, statements, information and announcements address activities, events or developments that Indoor Harvest, Corp. (hereinafter referred to as “we,” “us,” “our,” “our Company” or “Incapta”) expects or anticipates, will or may occur in the future. Any statements in this document about expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties, which could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this document. All forward-looking statements concerning economic conditions, rates of growth, rates of income or values as may be included in this document are based on information available to us on the dates noted, and we assume no obligation to update any such forward-looking statements. It is important to note that our actual results may differ materially from those in such forward-looking statements due to fluctuations in interest rates, inflation, government regulations, economic conditions and competitive product and pricing pressures in the geographic and business areas in which we conduct operations, including our plans, objectives, expectations and intentions and other factors discussed elsewhere in this Report.

Certain risk factors could materially and adversely affect our business, financial conditions and results of operations and cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us, and you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. The risks and uncertainties we currently face are not the only ones we face. New factors emerge from time to time, and it is not possible for us to predict which will arise. There may be additional risks not presently known to us or that we currently believe are immaterial to our business. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, you may lose all or part of your investment.

Any industry and market data contained in this report are based either on our management’s own estimates or, where indicated, independent industry publications, reports by governmental agencies or market research firms or other published independent sources and, in each case, are believed by our management to be reasonable estimates. However, industry and market data is subject to change and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey of market shares. We have not independently verified market and industry data from third-party sources. In addition, consumption patterns and customer preferences can and do change. As a result, you should be aware that market share, ranking and other similar data set forth herein, and estimates and beliefs based on such data, may not be verifiable or reliable.

PART I.

ITEM 1. BUSINESS.

Business Development.

InCapta, Inc. (formerly known as TBC Global News Network, Inc.) (“Company”) was formed in Delaware in June 1997 under the name SyCo Comics and Distribution Inc. and is the successor to a limited partnership named SyCo Comics and Distribution formed under the laws of the Commonwealth of Virginia on January 15, 1997, by Sy Robert Picon and William Spears, the co-founders and principal stockholders of the Company. On February 17, 1999, SyCo Comics and Distribution Inc. changed its name to Syconet.com, Inc. With the filing of Articles of Merger with the Nevada Secretary of State on April 12, 2002, the Company was redomiciled from Delaware to Nevada, and its number of authorized common shares was increased to 500,000,000 (see Exhibits 2.1 and 3.1).

On November 21, 2002, the Company amended its articles of incorporation changing its name to Point Group Holdings, Incorporated (see Exhibit 3.2). On March 5, 2003, the Company again amended the articles of incorporation so that (a) an increase in the authorized capital stock of the Company can be approved by the board of directors without shareholder consent; and (b) a decrease in the issued and outstanding common stock of the Company (a reverse split) can be approved by the board of directors without shareholder consent (see Exhibit 3.3). On July 11, 2003, the Company amended its articles of incorporation to increase the number of authorized common shares to 900,000,000 (see Exhibit 3.4). On January 26, 2004, the name of the Company was changed to “GameZnFlix, Inc” by the filing of amended articles of incorporation (see Exhibit 3.5).

On December 16, 2004, the Company amended the articles of incorporation to increase the authorized common stock of the Company to 2,000,000,000 shares (see Exhibit 3.6). On July 19, 2005, the articles of incorporation were further amended to increase the number of authorized common shares to 4,000,000,000 (see Exhibit 3.7), and on March 21, 2006 increased to 25,000,000,000 (see Exhibit 3.8). On September 6, 2007, a 1,000 to 1 reverse split of common stock took place. On December 31, 2007, 100,000,000 shares of Series B common stock and 10,000,000 shares of preferred stock were created by an amendment to the articles of incorporation, along with reducing the authorized common stock to 5,000,000,000 shares (see Exhibit 3.9). On April 9, 2009, a 10,000 to 1 reverse split of the Company’s common stock became effective.

During the period of July 2002 to September 2002, the Company acquired AmCorp Group, Inc., a Nevada Corporation, and Naturally Safe Technologies, Inc. also a Nevada corporation. In February 2005, AmCorp amended its articles of incorporation, changing its name to GameZnFlix Racing and Merchandising, Inc. AmCorp provided services to companies that desired to be listed on the OTCBB and Naturally Safe held patents on a product that assisted Christmas trees in retaining water. Both these companies have ceased operations. In September 2003, the Company acquired Veegeez.com, LLC, a California limited liability company. This company has ceased operations.

On April 30, 2009, the Company entered into an Acquisition Agreement with TBC Today, Inc., a Nevada corporation, where the Company acquired all of the outstanding common stock of TBC. Under this agreement, all 11,000,000 shares of TBC Today, Inc. common stock issued and outstanding will be acquired by the Company for 11,000,000 shares of restricted common stock of the Company. On August 14, 2009, the Company issued 11,000,000 restricted shares of common stock to the shareholders of TBC Today, Inc. in completing this acquisition. This company has ceased operations.

On May 7, 2009, the Company filed a Certificate of Amendment to Articles of Incorporation with the Nevada Secretary of State (see Exhibit 3.10). This amendment changed the name of the Company to TBC Global News Network, Inc. This corporate action had previously been approved by consent of a majority of the outstanding shares of common stock of the Company.

On March 19, 2010, the Company entered into a Purchase and Sale Agreement with Sterling Yacht Sales, Inc. and it stockholders, Glenn W. McMachen, Sr., and Arlene McMachen (see Exhibit 2.2). Under the terms of this agreement, the Company agreed to acquire 100% of the issued and outstanding common stock of Sterling. In return, the Company agreed to issue restricted shares of Company common stock to Sterling’s stockholders in an aggregate amount resulting in an 82.5% ownership of the Company by those individuals.

On September 1, 2014, the Company determined that Sterling and its stockholders materially breached this agreement and therefore the agreement is null and void. Therefore, Sterling is not a subsidiary of the Company and the Company has no further obligations under this agreement.

On April 27, 2015, a 3,000 to 1 reverse split of the Company’s common stock became effective.

On September 3, 2015, the Company completed an Acquisition Agreement under which the Company acquired all of the equity interests of Stimulating Software, LLC, a Florida limited liability company formed on November 5, 2014 (“Stimulating Software”), the acquisition of all the common stock of Inner Four, Inc., a Florida corporation formed on June 19, 2007 (“Inner Four”), and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation formed on June 5, 2015 (“Play Celebrity”). This acquisition was accomplished through a payment by the Company of common stock and Series A preferred stock. This Acquisition is providing assets and revenues to the Company as Inner Four has had revenues and operations from 2007 to the present (see Exhibit 2.3).

Under the Acquisition Agreement, the Company paid to John Swartz, the owner of all the outstanding shares of Inner Four and Stimulating Software, 2,575 restricted shares of Company Series A preferred stock. Mr. Swartz has entered into a consulting services agreement with the Company under which he is paid 3,307,420 restricted shares of Company common stock (see Exhibit 10.6). As the consideration for the sale of the Play Celebrity stock to the Company, the Company issued to Team AJ, LLC, a North Carolina limited liability company (“Team AJ”), and Chasin, LLC, a Delaware limited liability company (“Chasin”), both being the sole stockholders of Play Celebrity Games, Inc., a Delaware corporation (“Play Celebrity”) (these companies are controlled by John Acunto) an aggregate of 1,500 restricted shares of Series A preferred stock of the Company, and 27,429,000 restricted shares of the Company common stock. A portion of these shares was transferred to AF Trust Company, a Florida corporation, and Kaptiva Group, LLC, a Florida limited liability company (also both controlled by Mr. Acunto).

Under the Acquisition Agreement, the Company has the option to purchase other companies owned by Mr. Swartz, namely Navy Duck, LLC, a Florida limited liability company, Ocean Red, LLC, a Florida limited liability company, and Purple Penguin.com, Inc., a Florida corporation. Should the Company exercise this option it will pay Mr. Swartz the sum of $1,500,000, with certain adjustments as specified in the Agreement.

As part of this Acquisition, the Company entered into a Design and License Agreement with Navy Duck, Ocean Red, and Purple Penguin.com, Inc. (see Exhibit D to Exhibit 2.3)

During the second quarter of 2016, the Company determined that acquisition in made during the prior year was a poor business model and stopped the operations of the entities.

Effective on October 21, 2015, the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its name from “TBC Global News Network, Inc.” to “InCapta, Inc” (see Exhibit 3.11).

Effective on December 21, 2015, the Company filed a Certificate of Amendment with the Nevada Secretary of State to reduce the total authorized shares from 5,110,000,000 to 1,000,000,000 (see Exhibit 3.12).

On August 8, 2016, a 19,000 to 1 reverse split of the Company’s common stock became effective.

On December 21, 2017, we submitted Articles of Continuance to the State of Wyoming, which were accepted by the State of Wyoming on December 28, 2017, thereby completing a change of domicile (the “Action”) to Wyoming from Nevada by means of filing Articles of Continuance with the State of Wyoming and subsequently filing Articles of Dissolution with the State of Nevada. As part of the Action, the Company amended its Articles of Incorporation to increase its authorized capital to 25 Billion common shares and 10 Million Series A Preferred shares The Action was approved by unanimous consent of the board of directors and the written consent of the Company’s shareholder holding voting rights equal to 110% of the Company's issued and outstanding shares.

On April 4, 2018 an amendment was adopted and filed with the Wyoming Secretary of State to increase its number of authorized common shares from 25,000,000,000 to 50,000,000,000 shares.

On May 21, 2018 an amendment was adopted and filed with the Wyoming Secretary of State to increase its number of authorized common shares from 50,000,000,000 to 100,000,000,000 shares.

Current Business of the Company.

The current business of the Company is a media holding company, which looks for investment opportunities in radio, television, movie production and television productions to be used on online Cloud television and radio.

Currently, the Company is involved in pre-production of two full-length movies; developing a weekly half hour television show; and producing radio talk show with LeadingEdgeRadio.com.

AtWe have redirected our efforts toward the ~~present~~cloud ~~time~~television market and have launched two cloud television networks, World Drone Recreation Aviators (wdra.tv and wdra.club) and Leading Edge Radio Network (leadingedgeradio.tv). Each network develops its own channel(s) content and works with the Company ~~has~~to ~~one~~ensure ~~employee,~~that ~~who~~their ~~consists~~viewers receive it. We continue development of ~~the~~our ~~chief~~online ~~executive~~movie ~~officer~~channel which will feature video on demand and ~~number~~a of24 ~~consultants~~hour ~~retained~~a day streaming internet TV station providing limited free content and a subscriber based business model ~~advise~~along ~~the~~with ~~Companies~~potential revenue generating video on ~~changes~~demand programming. The online news and video news bureau in association with Leading Edge Radio Network is advancing on schedule and completion is expected by year-end. Leading Edge Radio TV continues developing a venue for new and experienced radio and TV broadcasters to host their own programs via Internet TV and radio through Mancuso Martin Productions. Leading Edge Radio Network and Mancuso Martin Productions continue strategic partnership opportunities involving radio, Internet TV and movies with the ~~market~~Company. ~~places~~We have also entered into discussions with Mancuso Martin Productions for screenplay properties through its production division that include seven screenplays featuring suspense thrillers, horror, comedy, romance and sports themed movies.

We have also entered into preliminary discussions for the creation of a professional line of golf balls and golf equipment in order to facilitate long term objectives of the design of a professional line of golf balls, gloves, golf shoes and apparel which will be sold direct to consumer through a proprietary marketing program, eliminating the need for brick and mortar retailing and keeping the Company overhead low.

At the present time, the Company has one employee, who consists of the chief executive officer and a number of consultants retained to advise the Companies on changes in our target markets.

We have no revenues, we have incurred losses since inception and we have relied upon loans and the sale of our securities to fund operations. Assuming funding is available, we plan to develop, produce and market properties related to our core business strategy. We may interest other companies in our properties to either participate by means of joint venture agreements in the development of our properties or to finance and establish production of movie, television and entertainment product.

~~ITEM~~We 1Amaintain our registered agent’s office at 007 Agents, Inc., ~~RISK~~204 ~~FACTORS~~East 3rd Avenue, Suite 1, Cheyenne, Wyoming 82001. Our business and administrative office is located at 1876 Horse Creek Road, Cheyenne, Wyoming 82001. Our telephone number is (682) 229-7476.

~~In addition~~Recent toCorporate ~~the other information contained in this Form 10-K, the following risk factors should be considered carefully in evaluating the Company’s business~~Developments. The Company’s business, financial condition, and results of operations could be materially adversely affected by any of these risks. Please note that additional risks not presently known to the Company or that it currently deems immaterial may also impair its business and operations.

~~Risks~~During the fiscal year ended ~~Related~~on toDecember ~~the~~31, ~~Business~~2017, ofwe experienced the ~~Company.~~following significant corporate developments:

(1. Effective May 24, 2017, Gregory Martin was appointed by John Fleming as a) ~~Very~~member ~~Limited~~of ~~Operations~~the ~~During~~Board ~~Past~~of ~~Five~~Directors ~~Years~~and ~~May~~appointed ~~Affect~~to ~~Ability~~the offices of president, secretary and treasurer to replace John Fleming, who resigned those positions, as well as chief executive officer, on that date immediately following the appointments of Mr. Martin. Mr. Fleming’s resignation was not as a result of any disagreement with the Company or with its board on any matter relating to ~~Survive~~the Company’s operations, policies or practices.

~~The Company~~2. ~~has~~We ~~had~~submitted noArticles ~~operations~~of ~~from~~Continuance ~~August 2010~~ to ~~August~~the ~~2014;~~State ~~prior~~of toWyoming ~~that~~on itDecember ~~had~~21, ~~a substantial record of revenue-producing operations. Consequently~~2017, ~~there is only a limited operating history upon~~ which towere ~~base~~accepted anby ~~assumption that~~ the ~~Company~~State ~~will~~of ~~be able~~Wyoming toon ~~achieve~~December ~~its~~28, ~~business plans. In addition~~2017, ~~the~~thereby ~~Company~~completing ~~has limited assets. As~~ a ~~result,~~change ~~there~~of ~~can~~domicile ~~be no assurance that~~ (the ~~Company~~ ~~will~~“Action”) ~~generate significant revenues in the future; and there can be no assurance that the Company will operate at a profitable level. If the Company is unable~~ to ~~obtain~~Wyoming orfrom ~~acquire~~Nevada aby ~~business~~means ~~and~~of ~~generate~~filing ~~sufficient~~Articles ~~revenues~~of soContinuance ~~that~~with ~~it can profitably operate,~~ the ~~Company’s~~State ~~business plan will not succeed. Accordingly, the Company’s prospects must be considered in light~~ of ~~the~~ ~~risks,~~Wyoming ~~expenses~~ and ~~difficulties~~subsequently ~~frequently~~filing ~~encountered~~Articles inof ~~connection~~Dissolution with the ~~establishment~~State of ~~a new business~~Nevada.

~~The Company~~3. ~~incurred~~On aApril ~~net~~4, ~~loss~~2018 ofan ~~$34,718,428~~amendment ~~for~~was ~~the~~adopted ~~year~~during ~~ended~~a ~~December~~special ~~31,~~meeting ~~2015~~of ~~and~~the aboard ~~net~~of ~~loss~~directors of ~~$26~~InCapta,~~588,447~~ Inc. The board meeting was held in order for the ~~year~~Company ~~ended December~~to 31by unanimous vote, ~~2016.~~increase Asits number of ~~December~~authorized ~~31,~~shares ~~2016~~from 25,000,000,000 ~~the~~to ~~Company~~50,000,000,000 ~~has~~respectively anin ~~accumulated~~order ~~deficit~~to ofadequately ~~$135,681,801.~~increase ~~These~~future ~~factors~~potential ~~raise~~funding ~~substantial doubt~~opportunities ~~about~~which ~~the~~would ~~Company’s~~be ~~ability~~more favorable to ~~continue~~the asshareholders aand ~~going~~the ~~concern~~Company.

~~(b) The Independent~~4. ~~Registered~~On ~~Public~~May ~~Accounting~~21, ~~Firm~~2018 ~~Has~~an ~~Expressed~~amendment ~~Substantial~~was ~~Doubt~~adopted ~~About~~during a special meeting of the ~~Company’s~~board ~~ability~~of directors of InCapta, Inc. The board meeting was held in order for the Company to ~~Continue~~by ~~as a~~unanimous ~~Going~~vote, ~~Concern~~increase its number of authorized shares from 50,000,000,000 ~~Which~~to ~~May~~100,000,000,000 ~~Hinder~~respectively ~~the~~in ~~Ability~~order to ~~Obtain~~adequately ~~Future~~increase ~~Financing~~future potential funding opportunities which would be more favorable to the shareholders and the Company.

~~In its~~ITEM report dated March 31, 2017, the Company’s independent auditor stated that the financial statements for the years ended December 31, 2016 and 2015 were prepared assuming that the Company would continue as a going concern1A. ~~The~~RISK ~~Company's ability to continue as a going concern is an issue raised as a result of cash flow constraint, an accumulated deficit, and recurring losses from operations~~FACTORS. The Company continues to experience net losses. The Company's ability to continue as a going concern is subject to the ability to execute a business combination and thereafter to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of the Company's securities, increasing sales or obtaining loans from various financial institutions where possible. The continued net losses and stockholders' deficit increases the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.

4Not Applicable.

~~(c) The~~ITEM ~~Company~~1B. ~~Has~~UNRESOLVED ~~Issued~~STAFF ~~and in the Future May Issue More Shares in an Acquisition, Which May Result in Substantial Dilution~~COMMENTS.

~~Under the~~Not ~~Acquisition Agreement dated September 3, 2015, the Company issued a total of 25,417,405 restricted shares of common stock~~Applicable. Under this Agreement, the Company is obligated to issue additional shares to the 4 companies controlled by John Acunto so that they collectively own 70% of the issued and outstanding common stock of the Company. The Company will make the determination in the near future as to when to issue these additional shares of common stock. Under the Agreement, the Company also issued a total of 4,725 shares of Series A preferred stock. Each share of convertible preferred stock is convertible, at the option of the holder, at any time into the number of fully paid and nonassessable shares of Company common stock as determined by dividing 1,000 by the amount that is a 10% discount to the average of the closing price per share of the Company’s common stock on the exchange on which this common stock is traded over the 10 trading day period ending immediately prior to the conversion date. These issuances result in substantial dilution to existing stockholders of the Company.

InITEM ~~August, 2016, the Company requested and was granted a reverse split of its common shares in the amount 19,000 to 1~~2. ~~This was the final step in closing down the companies acquired in 2015 as the business model did not prove to be valid~~PROPERTIES.

~~Any further~~The ~~acquisition effected by the~~ Company ~~may~~owns ~~also~~general ~~result~~office inequipment ~~the~~valued ~~issuance~~at approximately of$5,700 ~~additional~~($2,538 ~~securities~~after ~~without~~depreciation). ~~stockholder~~The ~~approval and~~Company ~~may~~acquired ~~result in~~ substantial ~~dilution~~assets inas ~~the~~a ~~percentage~~result of the ~~Company’s~~Acquisition ~~common stock held by its then existing stockholders. Moreover~~Agreement, ~~the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length~~ ~~basis~~as byset ~~our~~forth ~~management, resulting~~ in anSchedule ~~additional reduction in the percentage of common stock held by the Company’s then existing stockholders~~4.10 ~~The Company’s Board of Directors has the power~~ to ~~issue~~this ~~any or all of such authorized but unissued shares without stockholder approval~~agreement. ToAs ~~the extent that additional shares~~ of ~~common~~December ~~stock~~31, ~~or preferred stock are issued in connection with a business combination or otherwise~~2016, ~~dilution to~~ the ~~interests~~assets ofwere ~~its~~impaired ~~stockholders~~to ~~will occur and the rights of the holders of common stock might be materially and adversely affected~~$0.

~~(c)~~The NoCompany ~~Assurance~~formerly maintained an office at 1950 Fifth Avenue, Suite 100, San Diego, California 92101. The Company does not pay any monthly rent at this time for use of ~~Funding~~an office at the new address, 1876 Horse Creek Rd. Cheyenne, WY 82009, which is provided by its registered agent for the Company. These offices are currently adequate for the needs of the Company.

~~There is~~We noown ~~guarantee~~a ~~that~~1971 ~~funding~~Mustang ~~sources,~~rebuilt ~~or any others, will be available~~ in ~~the~~connection ~~future,~~with ~~or that they will be available on favorable~~an ~~terms.~~agreement Inwith ~~addition, this funding amount may not be adequate for~~ the ~~Company~~Car toFlip ~~fully~~Guys ~~implement~~related ~~its business plan. Thus, the ability of the Company~~ to ~~continue as~~ a ~~going~~pilot ~~concern~~for isa ~~dependent~~TV/internet ~~on additional sources of capital and the success of the Company’s business plan~~series. Regardless of whether the Company’s cash assets prove to be inadequate to meet the Company’s operational needs, the Company might seek to compensate providers of services by issuance of stock in lieu of cash.

~~If funding~~ITEM is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of its planned product development and marketing efforts, any of which could have a negative impact on its business and operating results3. InLEGAL ~~addition, insufficient funding may have a material adverse effect on the Company’s financial condition, which could require the company to:~~PROCEEDINGS.

●There ~~curtail~~are ~~operations~~no ~~significantly;~~known legal or other proceedings against the Company that could at the time of submitting this registration statement have a materially adverse effect on the Company’s financial position or operations.

5ITEM 4. MINE SAFETY DISCLOSURES.

●Not ~~sell assets;~~applicable.

~~● seek arrangements with strategic partners or other parties that may require the Company to relinquish significant rights to products, technologies or markets; or~~4

●PART ~~explore other strategic alternatives including a merger or sale of the Company~~II.

~~(d) The Company~~Market ~~May Be Subject to Certain Tax Consequences in Its Business, Which May Increase the Cost of Doing Business~~Information.

The Company’s ~~may~~common ~~not~~stock betrades on ~~able~~the toOTC ~~structure~~Markets ~~its~~Group ~~acquisition~~under ~~to result in tax-free treatment for~~ the ~~companies~~symbol or“INCT”. ~~their~~Prior ~~stockholders, which~~to ~~could deter third parties from entering into certain business combinations with~~ the Company’s orname ~~result~~change ineffective ~~being taxed~~ on ~~consideration~~ ~~received~~October ~~in a transaction. Currently~~21, ~~a transaction may be structured so as to result in tax-free treatment to both~~ ~~companies~~2015, ~~as prescribed by various federal and state tax provisions. The Company intends to structure any business combination so as to minimize~~ the ~~federal and state tax consequences to both us and the target entity; however, the~~ Company’s ~~cannot~~common ~~guarantee that the business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of~~ stock ortraded ~~assets.~~under ~~A non-qualifying reorganization could result in~~ the ~~imposition of~~symbol ~~both federal and state taxes that may have an adverse effect on both parties to the transaction~~“TGLN”.

~~(e)~~The range of closing prices shown below is as reported by the OTC Markets Group. The ~~Company~~quotations ~~May~~shown Bereflect ~~Subject~~inter-dealer toprices, ~~Further~~without ~~Government~~retail ~~Regulation~~mark-up, ~~That~~markdown ~~Would~~or commission ~~Adversely~~and ~~Affect~~may ~~Its~~not ~~Operations~~necessarily represent actual transactions.

~~Although the~~Per ~~Company~~Share ~~will~~Common beStock ~~subject~~Bid toPrices ~~the~~by reporting requirements under the Exchange Act, management believes it will not be subject to regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”), since it will not be engaged in the business of investing or trading in securities. If we engage in business combinations that result in our holding passive investment interests in a number of entities, the Company could be subject to regulation under the Investment Company Act. If so, the Company would be required to register as an investment company and could be expected to incur significant registration and compliance costs. The Company has obtained no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the Investment Company Act could subject us to material adverse consequences.Quarter

6For the Fiscal Year Ended on December 31, 2017

(f) The Company’s Success Is Largely Dependent on the Abilities of Its Personnel.

	High		Low

Quarter Ended December 31, 2017	$	0.0010	$	0.0001
Quarter Ended September 30, 2017	$	0.0014	$	0.0001
Quarter Ended June 30, 2017	$	0.0960	$	0.0005
Quarter Ended March 31, 2017	$	0.0950	$	0.0750

~~The Company’s~~Per ~~success~~Share isCommon ~~dependent~~Stock ~~upon~~Bid ~~the~~Prices hiring of qualified administrative personnel. The Company’s officer and director does not have an employment agreement with the Company; therefore, there can be no assurance that this person will remain employed by the Company. In addition, the Company’s success is also dependent on the services of John Swartz and other independent contractors to operate the acquired companies. Some of these individuals, such as Mr. Swartz, have a consulting agreement with the Company. The Company has already received commitments from three people (web designer and two developers) to begin work at the beginning of 2016.Quarter

~~Should any~~For ~~of these individuals cease to be affiliated with~~ the ~~Company~~Fiscal ~~for~~Year ~~any~~Ending ~~reason before qualified replacements could be found, there could be material adverse effects~~ on ~~the~~December ~~Company’s business and prospects in that replacement personnel may not understand the proposed business of the company. Also~~31, ~~the Company does not carry any key person insurance on any of the officers and directors of the Company.~~2016

(g) Limitations on Liability, and Indemnification, of Directors and Officers May Result in Expenditures by Company.

	High		Low

Quarter Ended December 31, 2016	$	1.65	$	0.002
Quarter Ended September 30, 2016	$	0.35	$	0.055
Quarter Ended June 30, 2016	$	0.99	$	0.06
Quarter Ended March 31, 2016	$	0.0001	$	0.0001

~~The Company’s~~(1) ~~articles~~A ~~of incorporation include provisions to eliminate~~19,000 to ~~the~~1 ~~fullest~~reverse ~~extent~~split ~~permitted by the Nevada Revised Statutes as in effect from time to time, the personal liability~~ of ~~directors of~~ the Company ~~for monetary damages arising from~~’s acommon ~~breach~~stock ofwas ~~their~~effective ~~fiduciary duties as directors. The bylaws of the Company also include provisions to the effect that the Company may indemnify any director, officer, or employee. Any limitation~~ on ~~the~~August ~~liability of any director~~8, ~~or indemnification of directors, officer, or employees, could result in substantial expenditures being made by the Company in covering any liability of such persons or in indemnifying them~~2016.

~~Risks Relating~~(2) A 3,000 to 1 reverse split of the Company’s common ~~Common~~stock ~~Stock~~was effective on April 27, 2015.

~~(a) The Company’s~~Reverse ~~Common Stock May Be Traded Infrequently and In Low Volumes, Which May Negatively Affect the Ability to Sell Shares~~Split.

~~The shares~~On ofApril ~~the~~27, ~~Company’s~~2015, ~~common~~there ~~stock~~was ~~may~~a ~~trade infrequently and in low volumes on the OTC Markets Group~~3,000 ~~meaning~~to ~~that~~1 ~~the~~reverse ~~number~~split of ~~persons~~the ~~interested~~Company’s ~~in purchasing our~~ common ~~shares at or near bid prices at any given time may be relatively small or non-existent~~stock. ~~This~~After ~~situation~~this ~~may~~reverse ~~be attributable to a number of factors~~split, ~~including~~ the ~~fact~~total ~~that~~number we are a small company that is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community who can generate or influence sales volume, and that even if we came to the attention of ~~such~~outstanding ~~institutionally~~shares ~~oriented persons, they tend to be risk-averse in this environment and would be reluctant to follow an early stage company such as ours or purchase or recommend the purchase~~ of ~~our~~common ~~shares~~stock ~~until such time as we became more seasoned and viable. As a consequence, there may be periods~~ of ~~several~~ ~~days or more when trading activity in~~ the Company’s ~~shares is minimal or non-existent,~~ as ~~compared to a seasoned issuer which has a large and steady volume~~ of ~~trading~~June ~~activity~~30, ~~that~~2015 ~~will~~was generally support continuous sales without an adverse effect on share price. The Company cannot give you any assurance that a broader or more active public trading market for our common shares will develop or be sustained. Due to these conditions1,012,029 we(includes ~~can give you no assurance that you will be able to sell your~~ shares atissued orfor ~~near~~purposes ~~bid~~of ~~prices~~rounding); orimmediately atafter ~~all~~the ~~if you need money or otherwise desire to liquidate your shares. Further,~~reverse ~~institutional~~split, ~~and other investors may have investment guidelines that restrict or prohibit investing in securities traded in~~ the ~~over-the-counter~~ ~~market. These~~number ~~factors may have an adverse impact on the trading and price~~ of ~~our~~issued ~~securities,~~ and ~~could even~~outstanding ~~result~~shares inwas ~~the loss by investors of all or part of their investment~~1,004,517.

~~(b)~~On ~~The~~August 8, 2016, there was a 19,000 to 1 reverse split of the Company’s ~~Common~~common ~~Stock~~stock. ~~Price~~After ~~May~~this Bereverse ~~Volatile~~split, the total number of outstanding shares of common stock of the Company as of December 31, 2016 was 111,916,194 (includes shares issued for purposes of rounding).

~~The future~~Holders ~~trading price~~ of ~~the~~Common ~~Company’s common stock may fluctuate substantially~~Equity. The price of the common stock may be higher or lower than the price you pay for your shares, depending on many factors, some of which are beyond the Company’s control and may not be directly related to its operating performance. These factors include the following:

●As ~~price~~of ~~and~~December ~~volume~~31, ~~fluctuations~~2017, in the ~~overall~~Company had 469 stockholders of record of its common stock. ~~market~~The number of record holders was determined from ~~time~~the torecords ~~time;~~of the Company’s transfer agent. The number of record holders excludes any estimate of the number of beneficial owners of common shares held in street name

~~● significant volatility in the market price and trading volume of securities of business development companies or other financial services companies;~~Dividends.

●The ~~changes~~Company inhas ~~regulatory~~not ~~policies~~declared ~~with~~or ~~respect~~paid a cash dividend to ~~business~~stockholders ~~development~~since ~~companies;~~it was organized. The Board of Directors presently intends to retain any earnings to finance the Company’s operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the Company’s earnings, capital requirements and other factors.

●Equity ~~actual~~Securities orSold ~~anticipated~~Without ~~changes in earnings or fluctuations in operating results;~~Registration.

●Anne ~~general~~Morrison ~~economic~~was ~~conditions~~granted an option from the Company on August 8, 2016 under the Company’s 2016 Stock and ~~trends;~~Option Plan in payment for consulting services rendered by her to the Company. The Company’s board of directors approved this compensation (by unanimous written consent) on August 8, 2016. This option was exercised at $0.15 per share. The Company received $126,240 over a period of eight months as result of the exercise of this option. During the years ended December 31, 2017, the Company determined that the remaining balance of $848,670 was not collectible and wrote off the entire balance to additional paid in capital as this is deemed to be a capital transaction.

●On ~~loss~~April 27, 2015, the Company completed a 3,000 to 1 reverse split of its issued and outstanding shares of common stock and on August 8, 2016 completed a ~~major~~19,000 to ~~funding~~1 ~~source;~~reverse orsplit of its issued and outstanding shares of common stock. All shares and per share information in the accompanying financial statements has been retroactively restated to reflect these two reverse stock splits.

●During ~~departures~~the years ended December 31, 2017, the Company issued shares of ~~key~~its ~~personnel.~~common stock as follows:

~~Due~~-45,000,000 toshares ~~the continued potential volatility~~ of ~~the~~common stock ~~price,~~to ~~the~~consultants ~~Company~~as ~~may~~compensation befor ~~the~~services ~~target~~valued ofat ~~securities litigation in the future~~$1,950,000. ~~Securities~~ ~~litigation~~The ~~could~~value ~~result~~was inbased ~~substantial~~on ~~costs~~the ~~and~~market ~~divert~~price of ~~management~~the Company’s ~~attention~~common ~~and~~stock ~~resources~~at ~~from~~ the ~~business.~~date of issuance; and

-4,004,590,402 (cnet of 415,749 shares canceled due to excess shares issued in 2016 related to a debt conversion) ~~Absence~~shares of ~~Cash~~common ~~Dividends~~stock ~~May~~for ~~Affect~~the conversion ~~Investment~~of ~~Value~~debt, accrued interest and fees and penalties associated with convertible debentures of ~~the~~$279,098, ~~Company’s~~$11,870 ~~Stock~~and $30,700, respectively.

~~The board~~During ~~of directors does not anticipate paying cash dividends on~~ the ~~common~~year ~~stock~~ended ~~for the foreseeable future and intends to retain~~December ~~any future earnings to finance the growth of the Company’s business. Payment of dividends~~31, ~~if any~~2016, ~~will depend, among other factors, on earnings, capital requirements and~~ the ~~general~~Company ~~operating~~issued ~~and~~shares ~~financial conditions~~ of ~~the~~its ~~Company~~common asstock ~~well~~ as ~~legal limitations on the payment of dividends out of paid-in capital.~~follows:

8-1,001 shares of common stock to consultants as compensation for services valued at $3,975,653. The value was based on the market price of the Company’s common stock at the date of issuance;

~~(d) No~~-1,202 ~~Assurance~~shares of acommon ~~Public~~stock ~~Trading~~under ~~Market~~the ~~and~~September ~~Risk~~3, of2015 ~~Low~~acquisition ~~Priced~~agreement ~~Securities~~valued ~~May~~at ~~Affect~~$2,280,331. ~~Market~~The ~~Value~~value was based on the market price of the Company’s ~~Stock.~~common stock at the date of issuance;

The Securities and Exchange Commission (“SEC”) has adopted a number of rules to regulate “penny stocks.” Such rules include Rule 3a51-1 and Rules 15g-1 through 15g-9 under the Securities Exchange Act of 1934. Because the Company’s securities may constitute “penny stocks” within the meaning of the rules (as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, largely traded in the Over the Counter Bulletin Board or the Pink Sheets), the rules would apply to the Company and its common stock.6

~~The SEC has adopted Rule 15g~~-~~9 which established sales practice requirements for certain low price securities. Unless the transaction~~2,317,304 isshares ~~exempt,~~of itcommon ~~shall~~stock ~~be unlawful~~ for ~~a broker or dealer to sell a penny stock to, or to effect~~ the ~~purchase~~conversion of ~~a penny stock by~~$90, ~~any~~962 ~~person~~in ~~unless prior to the transaction:~~debt;

●-263 ~~the~~shares of ~~broker~~common orstock ~~dealer~~for ~~has~~financing ~~approved~~costs valued at $10,500. The value was based on the ~~person’s~~market ~~account~~price ~~for~~of ~~transactions~~the inCompany’s ~~penny~~common stock at ~~pursuant~~the todate ~~this~~of ~~rule~~issuance; ~~and~~

●-249 ~~the~~shares of ~~broker~~common orstock ~~dealer~~for ~~has received from~~ the ~~person~~conversion aof ~~written~~0 ~~agreement~~shares ~~to the transaction setting forth the identity and quantity~~ of ~~the~~preferred ~~penny~~ stock ~~to be purchased.~~;

In-6,500,000 ~~order~~shares toof ~~approve~~common astock ~~person’s account~~ for ~~transactions~~the inexercise ~~penny~~of stock, ~~the broker or dealer must:~~options;

●-85,065 shares ~~obtain~~of ~~from~~common ~~the~~stock ~~person~~for ~~information concerning~~ the ~~person’s~~cashless ~~financial~~exercise ~~situation,~~of ~~investment~~warrants; ~~experience,~~ and ~~investment objectives;~~

●-100,000,000 shares ~~reasonably~~of ~~determine~~common ~~that~~stock ~~transactions~~to inMr. ~~penny~~John ~~stock~~Fleming ~~are~~as ~~suitable~~compensation for ~~that~~services ~~person,~~rendered ~~and~~valued ~~that~~at ~~the~~$100,000. ~~person~~The ~~has~~value ~~sufficient~~approximates ~~knowledge~~the value ~~and~~of ~~experience in financial matters that~~ the ~~person~~services ~~reasonably~~rendered ~~may~~was bebased ~~expected~~on tothe bepar ~~capable~~value of ~~evaluating~~ the ~~risks~~Company’s ofcommon ~~transactions in penny~~ stock;.

●ITEM ~~deliver~~6. toSELECTED ~~the~~FINANCIAL person a written statement setting forth the basis on which the broker or dealer made the determination stating in a highlighted format that it is unlawful for the broker or dealer to affect a transaction in penny stock unless the broker or dealer has received, prior to the transaction, a written agreement to the transaction from the person, stating in a highlighted format immediately preceding the customer signature line that the broker or dealer is required to provide the person with the written statement, and the person should not sign and return the written statement to the broker or dealer if it does not accurately reflect the person’s financial situation, investment experience, and investment objectives; andDATA.

●Not ~~receive from the person a manually signed and dated copy of the written statement~~applicable.

9ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~It is~~The ~~also~~following ~~required~~management’s ~~that~~discussion and ~~disclosure~~analysis beof ~~made~~financial ascondition toand ~~the~~results ~~risks~~ of ~~investing~~operations inis ~~penny~~based ~~stock~~upon, and ~~the~~should ~~commissions~~be ~~payable~~read toin ~~the~~conjunction ~~broker-dealer~~with, as ~~well~~our asunaudited financial ~~current~~statements ~~price quotations~~ and ~~the~~related ~~remedies~~notes ~~and~~included ~~rights~~elsewhere ~~available~~ in ~~cases~~this ofForm ~~fraud in penny stock transactions. Statements~~10-K, on awhich ~~monthly~~have ~~basis,~~been ~~must~~prepared bein ~~sent~~accordance towith ~~the~~accounting principles ~~investor~~generally ~~listing~~accepted ~~recent~~in ~~prices for~~ the ~~penny~~United ~~stock and information on the limited market~~States.

~~There~~Forward ~~has~~Looking been a very limited public market for the Company’s common stock. The Company intends to have a market maker file an application on the Company’s behalf with the Over the Counter Bulletin Board in order to make a market in the Company’s common stock. However, until this happens, if the market maker is successful with such application, and even thereafter, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the market value of the Company’s securities. The regulations governing penny stocks, as set forth above, sometimes limit the ability of broker-dealers to sell the Company’s common stock and thus, ultimately, the ability of the investors to sell their securities in the secondary market.Statements

~~Potential~~Information ~~stockholders~~in ofthis Form 10-K contains “forward looking statements” within the ~~Company~~meaning ~~should~~of ~~also~~Rule be175 ~~aware~~of ~~that~~the Securities Act of 1933, as ~~according~~amended, toand ~~SEC~~Rule ~~Release~~3b-6 Noof the Securities Act of 1934, as amended. 34When used in this Form 10-~~29093~~Q, the ~~market~~words ~~for~~“expects,” “anticipates,” ~~penny~~“believes,” ~~stocks~~“plans,” ~~has~~and similar expressions are intended to identify forward-looking ~~suffered~~statements. inThese ~~recent~~are ~~years~~statements ~~from~~that ~~patterns~~relate to future periods and include, but are not limited to, statements regarding the adequacy of ~~fraud~~cash, expectations regarding net losses and ~~abuse.~~cash ~~Such~~flow, ~~patterns~~statements ~~include:~~regarding growth, the need for future financing, dependence on personnel, and operating expenses.

●Forward-looking statements ~~control~~are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, those discussed below. These forward-looking statements speak only as of the ~~market~~date ~~for~~hereof. ~~the~~The ~~security~~Company byexpressly ~~one~~disclaims any obligation or aundertaking ~~few~~to ~~broker-dealers~~release ~~that~~publicly ~~are~~any ~~often~~updates ~~related~~or revisions to ~~the~~any ~~promoter~~forward-looking statements contained herein to reflect any change in expectations with regard thereto or ~~issuer;~~any change in events, conditions or circumstances on which any such statement is based.

~~● manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;~~Overview

●We are ~~“boiler~~continuing ~~room”~~the ~~practices~~development ~~involving~~of ~~high-pressure~~our ~~sales~~online ~~tactics~~movie channel, a 24 hour a day streaming internet TV station, and ~~unrealistic~~the ~~price~~further ~~projections~~development of byour ~~inexperienced~~online ~~sales~~news ~~persons;~~and video news bureau in association with Leading Edge Radio Network and Mancuso Martin Productions.

●Discussions with ~~excessive~~Mancuso Martin Productions on a comedy screenplay in development are on schedule as previously reported and ~~undisclosed~~the ~~bid-ask~~potential acquisition ~~differential~~of seven additional screenplays as previously disclosed remains viable and ~~markups~~ongoing. byWe ~~selling~~continue ~~broker-dealers;~~to develop revenue share agreements and strategic partnership opportunities with radio, TV, movie and entertainment companies.

●In October ~~the~~2017, ~~wholesale~~we ~~dumping~~launched ofXVIINews.com ~~the~~which ~~same~~features ~~securities~~news ~~by promoters~~ and ~~broker~~various ~~dealers~~video ~~after~~updates ~~prices~~featuring ~~have~~Susan ~~been manipulated to a desired level~~Knowles, ~~along~~formerly of ~~with~~ the ~~resulting inevitable collapse of those prices and with consequent investor losses~~Blaze.

~~(e) Failure~~On ToMay ~~Remain~~26, ~~Current~~2017, Inwe ~~Reporting~~entered ~~Requirements~~into ~~Could~~the ~~Result~~Revenue inShare ~~the~~Agreement ~~Company~~with ~~Being~~The ~~Delisting~~Car ~~From~~Flip Guys pursuant to which we received an interest in a weekly internet television show, “The ~~Over~~Car Flip Guys” which focuses on how two young guys started and developed their own company with our assistance. Additionally, The ~~Counter~~Car ~~Bulletin~~Flip ~~Board~~Guys restoration of a 1971 Ford Mustang is on time and expected to preview the automobile for sale at auction or privately. Previously, we had reported an expectation to report income during the third quarter of 2017 but, due to additional work being required on the vehicle and an unanticipated wait for parts, we now believe we will report income in the fourth quarter from the sale of the vehicle.

~~Companies~~Preliminary ~~that~~discussions ~~trade~~continue onregarding the ~~Over~~acquisition ~~the~~of ~~Counter~~a ~~Bulletin~~golf ~~Board~~ball ~~(such~~and asequipment ~~the~~company ~~Company)~~which ~~must~~is bescheduled ~~reporting~~to ~~issuers~~debut ~~under~~in ~~Section~~2018. 12The ofgolf company ~~the~~plans ~~Securities Exchange~~to ~~Act~~feature two professional lines of ~~1934~~golf balls for amateurs and professionals, asgolf ~~amended~~gloves, ~~and~~golf ~~must~~clubs, begolf ~~current~~shoes, apparel inand ~~their~~accessories. ~~reports~~Although, ~~under~~if ~~Section~~the 13acquisition is completed, inwe ~~order~~do not have plans to ~~maintain~~establish ~~price~~a ~~quotation privileges~~brick onand ~~the~~mortar ~~Bulletin~~operation, we ~~Board~~believe that U.S. ~~When~~and ~~the~~worldwide ~~Company~~golf ~~becomes~~courses, ~~listed~~off oncourse ~~that~~pro-shops ~~market~~and various retailers would be interested in picking up the brand, ifdue itin ~~fails~~part to ~~remain~~the ~~current~~science inof the ~~Company’s reporting~~golf ~~requirements~~balls, ~~the~~performance, ~~Company~~golf ~~could~~shafts and other components. Additionally, we believe that certain designers who we expect to be ~~delisted~~involved with us and our unique marketing plan will set us apart from its competitors. Our current CEO is also an experienced former professional golfer with numerous contacts from the ~~Over~~various tours including the PGA, ~~Counter~~Web.com, ~~Bulletin~~Champions ~~Board~~Tour, and LPGA Tours, respectively.

107

InWe ~~addition,~~believe ~~the~~we ~~National~~will ~~Association~~need ~~of Securities Dealers, Inc., which operates the Bulletin Board, has adopted a change~~ to ~~its Eligibility~~attract ~~Rule.~~additional ~~The~~capital ~~change makes those Over the Counter Bulletin Board issuers that are cited for filing delinquency~~ in ~~its Form~~order ~~10-K’s/Form 10-Q’s three times in a 24-month period and those Bulletin Board issuers removed for failure~~ to ~~file such~~pursue ~~reports~~our ~~two~~current ~~times~~business ~~in a 24-month period ineligible for quotation on the Bulletin Board for a period of one year. Under this rule~~plan, aincluding ~~company~~any ~~filing with the extension time set forth in a Notice of Late Filing (Form 12b-25) is not considered late~~acquisitions. ~~This rule does not apply to a company’s Current Reports on Form 8-K (but failure to timely file a Form 8-K could have other ramifications for the Company).~~

AsResults ~~a result~~ of these rules, the market liquidity for the Company’s common stock could be severely adversely affected by limiting the ability of broker-dealers to sell the Company’s securities and the ability of stockholders to sell their securities in the secondary market.Operations

~~(f) Failure to Maintain Market Makers May Affect Value of the Company’s Stock.~~Total Revenue

IfWe ~~the~~had ~~Company~~revenue ~~is unable to maintain National Association~~ of ~~Securities Dealers~~$3,347 ~~Inc.~~for ~~member broker/dealers as market makers,~~ the ~~liquidity~~ ofyear ~~the~~ended ~~common~~December ~~stock could be impaired~~31, ~~not~~2017 ~~only~~compared into ~~the number of shares of common stock which could be bought and sold~~$39, ~~but~~503 ~~also through possible delays in the timing of transactions, and lower prices~~ for the ~~common~~year ~~stock~~ended ~~than~~December ~~might~~31, ~~otherwise prevail~~2016. ~~Furthermore,~~ ~~the~~These ~~lack~~decreases were ofdue ~~market makers could result in persons being unable~~ to ~~buy~~the orrefocusing ~~sell shares~~ of the ~~common stock on any secondary market. There can be no assurance the~~ Company ~~will~~towards beCloud ~~able~~Television, totelevision ~~maintain~~production ~~such~~and ~~market~~movie ~~makers~~production.

~~(g) Issuance~~General ~~of Common Stock in Exchange for Services or to Repay Debt Would Dilute Proportionate Ownership~~ and ~~Voting~~Administrative ~~Rights, and Could Have a Negative Impact on the Market Price of the Company’s Stock.~~Expenses

~~The~~We ~~Company’s~~had ~~board~~general and administrative expenses of ~~directors~~$2,541,642 ~~may~~for ~~issue~~the ~~shares~~year ofended ~~common~~December ~~stock~~31, 2017 compared to ~~pay~~$22,617,059 for ~~debt~~the oryear ended ~~services~~December 31, ~~without~~2016, ~~further~~a ~~approval~~decrease byof ~~its stockholders~~$20,075,417 ~~based~~or ~~upon~~88.8%. ~~such~~This ~~factors~~principal asreasons for the ~~board~~decrease ofduring ~~directors~~the ~~may~~year ~~deem~~ended ~~relevant~~December 31, at2017 ~~that~~was ~~time. It~~due isto ~~likely~~the ~~that~~lower ~~the~~consulting ~~Company will~~fees ~~issue~~in ~~securities~~2017 compared to ~~pay~~2016 ~~for~~which ~~services~~were ~~and~~paid ~~reduce~~by ~~debt~~the inissuance ~~the~~of ~~future. It~~common isstock ~~possible~~and ~~that~~stock options. ~~the~~The Company ~~will~~normally ~~issue~~pays ~~additional~~ its consultants in shares of Company common stock ~~under~~or ~~circumstances~~stock itoptions. ~~may~~This ~~deem~~amount ~~appropriate~~paid atto ~~the~~consults was ~~time~~much higher in 2016 as compared to 2017.

~~(h) If~~Interest ~~The Company is Unable to Raise Necessary Additional Capital as Needed, Its Business May Fail or its Operating Results~~ and ~~the Stock~~Financing ~~Price May Be Materially Adversely Affected.~~Costs

ToWe ~~secure~~had ~~additional~~interest ~~needed~~and financing, ~~the~~costs ~~Company~~of ~~may need to borrow money or sell more securities~~$1,086,664 ~~which~~for ~~may reduce~~ the ~~value~~year ~~of its~~ended ~~outstanding~~December ~~common stock. Selling additional stock~~31, ~~either~~2017 ~~privately~~compared orto ~~publicly~~$519,275 ~~would~~for ~~dilute~~ the ~~equity~~year ~~interests~~ended ~~of the~~December ~~Company’s stockholders. In addition~~31, ~~if the Company raises additional funds by issuing equity securities~~2016, ~~the~~an ~~holders~~increase of ~~the~~ ~~new equity securities may have rights superior to those of the holders of shares of common stock~~$567,389 ~~which~~or ~~could~~109.3%. ~~adversely~~The ~~affect the~~increase ~~market~~during ~~price and~~ the ~~voting~~year ~~power~~ended ofDecember ~~shares of its common stock. If the Company raises additional funds by issuing debt securities~~31, ~~the~~2017 ~~holders~~was ofdue ~~these debt securities may have some rights senior~~ to ~~those of~~ the ~~holders~~financing costs of ~~shares~~$1,016,476 ofassociated ~~common~~with ~~stock, and~~ the ~~terms~~new ofconvertible ~~these~~debentures ~~debt~~entered ~~securities~~into ~~could~~in ~~impose restrictions on operations and create a significant interest expense for the Company~~2017.

11Net Loss

~~(i)~~We had Noa ~~Cumulative~~net ~~Voting~~loss ~~May~~of ~~Affect~~$2,091,994 ~~Ability~~for ofthe ~~Some~~year ~~Stockholders~~ended December 31, 2017 compared to ~~Influence~~$26,683,847 ~~Mangement~~for the year ended December 31, 2016, a decrease of ~~Company~~$24,496,453 or 92.1%. These decreases were due to factors described above.

~~Holders~~Operating of the shares of common stock of the Company are not entitled to accumulate their votes for the election of directors or otherwise. Accordingly, the holders of a majority of the shares present at a meeting of stockholders will be able to elect all of the directors of the Company, and the minority stockholders will not be able to elect a representative to the Company’s board of directors.Activities

~~(j)~~The net ~~Shares~~cash ~~Eligible~~used ~~For~~in ~~Future~~operating ~~Sale~~activities ~~Could~~was ~~Affect~~$350,276 for the ~~Price~~year ofended December 31, 2017 compared to $269,223 for the ~~Common~~year ~~Stock~~ended December 31, 2016, an increase of $81,053 or approximately 30.1%. This increase is attributed to many changes from period to period in our current assets and liabilities.

~~All~~Financing of the shares currently held by management and the major stockholders have been issued in reliance on the private placement exemption under the Securities Act of 1933, as amended (“Act”). Such shares will not be available for sale in the open market without separate registration except in reliance upon Rule 144 under the Act. In general, under Rule 144 a person (or persons whose shares are aggregated) who has beneficially owned shares acquired in a non-public transaction for at least one year, including persons who may be deemed affiliates of the Company (as that term is defined under that rule) would be entitled to sell within any three-month period a number of shares that does not exceed 1% of the then outstanding shares of common stock, provided that certain current public information is then available. If a substantial number of the shares owned by these stockholders were sold pursuant to Rule 144 or a registered offering, the market price of the common stock at that time could be adversely affected.Activities

~~ITEM~~Net cash 1Bprovided by financing activities was $349,500 for the year ended December 31, 2017 compared to $268,930 for the year ended December 31, 2016, an increase of $80,570 or 30.0%. ~~UNRESOLVED~~This ~~STAFF~~increase ~~COMMENTS~~resulted primarily from obtaining new convertible notes during the period.

~~Not~~Liquidity ~~Applicable.~~and Capital Resources

~~ITEM~~As of 2December 31, 2017, we had total current assets of $7,721 and total current liabilities of $1,331,000, resulting in a working capital deficit of $1,323,279. ~~PROPERTIES~~The cash and cash equivalents were $721 as of December 31, 2017.

~~The~~Whereas ~~Company~~we ~~owns~~have ~~general~~been ~~office~~successful ~~equipment~~in ~~valued~~the atpast ~~approximately~~in ~~$5,700~~raising ~~($2~~capital,~~538~~ ~~after~~no ~~depreciation).~~assurance ~~The~~can ~~Company~~be ~~acquired~~given ~~substantial~~that these sources of financing will continue ~~assets~~to asbe aavailable ~~result~~to ofus ~~the~~and/or ~~Acquisition~~that ~~Agreement,~~demand asfor ~~set~~equity/debt ~~forth~~instruments inwill ~~Schedule~~be ~~4.10~~sufficient to ~~this~~meet ~~agreement~~our capital needs, or that financing will be available on terms favorable to us. AsThe offinancial ~~December~~statements ~~31,~~do ~~2015,~~not include any adjustments relating to the recoverability ~~assets~~and ~~were~~classification ~~impaired~~of liabilities that might be necessary should we be unable to $0continue as a going concern.

The Company currently maintains an office at 1950 Fifth Avenue, Suite 100, San Diego, California 92101. The Company does not pay any monthly rent at this time for use of an office at this address, which is provided by an attorney for the Company. These offices are currently adequate for the needs of the Company.8

~~ITEM~~If funding 3.is ~~LEGAL~~insufficient ~~PROCEEDINGS~~at any time in the future, we may not be able to take advantage of business opportunities or respond to competitive pressures, or we may be required to reduce the scope of planned product development and marketing efforts, any of which could have a negative impact on our business and operating results. In addition, insufficient funding may have a material adverse effect on our financial condition, which could require us to:

~~There are~~● nocurtail known legal or other proceedings against the Company that could at the time of submitting this registration statement that could have a materially adverse effect on the Company’s financial position or operations. significantly;

~~ITEM~~● 4.sell ~~MINE~~significant ~~SAFETY DISCLOSURES.~~assets;

~~Not applicable.~~● seek arrangements with strategic partners or other parties that may require us to relinquish significant rights to products, technologies or markets; or

12● explore other strategic alternatives including a merger or sale of the Company.

~~PART~~To IIthe extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing stockholders.

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.~~Inflation

~~Market~~The ~~Information~~impact of inflation on costs and the ability to pass on cost increases to our customers over time is dependent upon market conditions. We are not aware of any inflationary pressures that have had any significant impact on our operations over the past quarter, and we do not anticipate that inflationary factors will have a significant impact on future operations.

~~The~~Off-Balance ~~Company’s~~Sheet common stock trades on the OTC Markets Group under the symbol “INCT”. Prior to the Company’s name change effective on October 21, 2015, the Company’s common stock traded under the symbol “TGLN”.Arrangements

~~The~~We ~~range~~do ofnot ~~closing~~maintain ~~prices~~off-balance ~~shown~~sheet ~~below~~arrangements isnor asdo ~~reported~~we byparticipate ~~the~~in ~~OTC Markets Group. The quotations shown reflect inter~~non-~~dealer~~exchange ~~prices, without~~traded ~~retail~~contracts ~~mark-up,~~requiring ~~markdown~~fair orvalue ~~commission and may not necessarily represent actual transactions~~accounting treatment.

~~Per~~Critical ~~Share~~Accounting ~~Common Stock Bid Prices by Quarter~~Policies

~~For~~The SEC has issued Financial Reporting Release No. 60, “Cautionary Advice Regarding Disclosure About Critical Accounting Policies” (“FRR 60”), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the ~~Fiscal~~Commission ~~Year~~has ~~Ended~~defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on ~~December~~this definition, 31our most critical accounting policies include: (a) use of estimates; (b) impairment of long-lived assets; and (c) derivative financial instruments. The methods, ~~2016~~estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results our reports in our financial statements.

	High		Low
Quarter Ended December 31, 2016	$	1.31	$	0.075
Quarter September 30, 2016 (1)	$	1.89	$	0.0001
Quarter Ended June 30, 2016	$	0.016	$	0.0003
Quarter Ended March 31, 2016	$	0.97	$	0.014

Use of Estimates

~~Per~~The ~~Share~~preparation ~~Common~~of ~~Stock~~financial ~~Bid~~statements ~~Prices~~requires byus ~~Quarter~~to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

~~For the Fiscal Year Ending on December 31, 2015~~9

	High		Low
Quarter Ended December 31, 2015	$	1.65	$	0.002
Quarter Ended September 30, 2015	$	0.35	$	0.055
Quarter Ended June 30, 2015 (2)	$	0.99	$	0.06
Quarter Ended March 31, 2015	$	0.0001	$	0.0001

Impairment of Long-Lived Assets

~~(1)~~In Aaccordance 19with Accounting Standards Codification Topic 360,~~000~~ “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets such as property and equipment and intangible assets subject to 1amortization, ~~reverse~~are ~~split~~reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the ~~Company’s~~carrying ~~common~~amount ~~stock~~of ~~was~~an ~~effective~~asset ongroup ~~August~~to 8estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, ~~2016~~an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group.

~~(2)~~Derivative AFinancial ~~3,000 to 1 reverse split of the Company’s common stock was effective on April 27, 2015.~~Instruments

~~Reverse~~We ~~Split~~evaluate all of our agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, we use a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. Our only derivative financial instrument was an embedded conversion feature associated with convertible debentures due to certain provisions that allow for a change in the conversion price and a warrant that to contains certain provisions that allow for a change in the exercise price if securities are issued at a price per share below the exercise price.

~~On April~~ITEM ~~27, 2015, there was a 3,000 to 1 reverse split of the Company’s common stock~~7A. ~~After~~QUANTITATIVE ~~this~~AND ~~reverse~~QUALITATIVE ~~split,~~DISCLOSURES ~~the~~ABOUT ~~total number~~MARKET of outstanding shares of common stock of the Company as of June 30, 2015 was 1,012,029 (includes shares issued for purposes of rounding); immediately after the reverse split, the number of issued and outstanding shares was 1,004,517RISK.

13Not applicable.

~~On August~~ITEM 8~~, 2016, there was a 19,000 to 1 reverse split of the Company’s common stock~~. ~~After~~FINANCIAL ~~this~~STATEMENTS ~~reverse~~AND ~~split,~~SUPPLEMENTARY ~~the total number of outstanding shares of common stock of the Company as of December 31, 2016 was 111,916,194 (includes shares issued for purposes of rounding)~~DATA.

~~Holders~~Audited financial statements as of ~~Common~~and ~~Equity~~for the years ended December 31, 2017 and 2016 are presented in a separate section of this report following Item 15.

~~As of~~ITEM ~~March 15 2017, the Company had 469 stockholders of record of its common stock~~9. ~~The~~CHANGES ~~number~~IN ofAND ~~record~~DISAGREEMENTS ~~holders~~WITH ~~was~~ACCOUNTANTS ~~determined from~~ON ~~the~~ACCOUNTING ~~records~~AND ofFINANCIAL ~~the Company’s transfer agent~~DISCLOSURE. ~~The number of record holders excludes any estimate of the number of beneficial owners of common shares held in street name~~

~~Dividends~~None.

~~The Company~~ITEM ~~has not declared or paid a cash dividend to stockholders since it was organized~~9A. ~~The~~CONTROLS ~~Board~~AND ~~of Directors presently intends to retain any earnings to finance the Company’s operations and does not expect to authorize cash dividends in the foreseeable future~~PROCEDURES. ~~Any payment of cash dividends in the future will depend upon the Company’s earnings, capital requirements and other factors.~~

~~Equity Securities~~Evaluation ~~Sold~~of ~~Without~~Disclosure ~~Registration~~Controls and Procedures.

~~There~~The Company maintains disclosure controls noand ~~sales~~procedures of(as ~~unregistered~~defined in Rule 13a-15(~~restricted~~e) ~~securities~~and ~~during~~Rule 15d-15(e) under the ~~year~~1934 ~~ended~~Act”)) onthat ~~December~~are ~~31,~~designed ~~2016~~to ~~(not~~ensure ~~previously~~that information required to be disclosed byin its periodic reports filed under the ~~Company)~~Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosure.

~~ITEM 6. SELECTED FINANCIAL DATA.~~10

~~Not~~The Company’s management, with the ~~applicable~~participation of the principal executive officer and the principal financial officer, evaluated the effectiveness of its disclosure controls and procedures as of December 31, 2016. Based on that evaluation, the principal executive officer and the principal financial officer concluded that, as of that date, the Company’s disclosure controls and procedures were not effective at the reasonable assurance level because of the identification of material weaknesses in its internal control over financial reporting, which the Company views as an integral part of its disclosure controls and procedures.

~~ITEM 7. MANAGEMENT~~Management’Ss ~~DISCUSSION~~Annual ~~AND~~Report ~~ANALYSIS~~on Internal OFControl ~~FINANCIAL~~over ~~CONDITION~~Financial ~~AND RESULTS OF OPERATIONS~~Reporting.

The ~~following~~ ~~management~~Company’s ~~discussion~~management ~~and analysis of financial condition and results of operations~~ is ~~based~~responsible for ~~upon,~~establishing and ~~should be~~maintaining ~~read~~adequate ininternal ~~conjunction~~control ~~with,~~over ~~the Company’s audited~~ financial ~~statements~~reporting, ~~and~~as ~~related~~such ~~notes~~term ~~presented~~is defined in aRule ~~separate section~~13a-15(f) ofunder ~~this~~the ~~report~~Exchange ~~following Item 15~~Act, ~~which~~and ~~have been prepared~~ in accordance with ~~accounting~~Section 404 ~~principles~~of ~~generally~~the ~~accepted~~Sarbanes-Oxley inAct ~~the United~~of ~~States~~2002 of(“Sarbanes-Oxley ~~America~~Act”).

~~Overview~~The Company’s management conducted an evaluation, under the supervision and with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 based on the criteria established in the report entitled “Internal Control – Integrated Framework” published by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2016.

~~On September~~A 3,material ~~2015~~weakness is a control deficiency, or ~~the~~combination ~~Company~~of ~~completed~~control andeficiencies ~~Acquisition~~that ~~Agreement~~results ~~under~~in ~~which~~more than a remote likelihood that a material misstatement of the ~~Company~~annual or ~~acquired~~interim ~~all~~consolidated financial statements will not be prevented or detected. During the assessment of the ~~equity~~effectiveness ~~interests~~of internal control over financial reporting as of ~~Stimulating~~December ~~Software~~31, 2015, management identified material weaknesses related to the ~~acquisition~~lack of ~~all~~segregation of duties and the ~~common~~need ~~stock~~for ofstronger ~~Inner~~financial ~~Four,~~reporting ~~Inc~~oversight. Due to the Company’s limited resources, the Company does not have accounting personnel with extensive experience in maintaining books and ~~all~~records ofand preparing financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Additionally, the ~~common~~Company does not have a formal audit committee, and ~~preferred~~the ~~stock~~ Board of ~~Play~~Directors ~~Celebrity~~does ~~Games~~not have a financial expert, ~~Inc~~thus the Company lacks the board oversight role within the financial reporting process.

14Remediation of Material Weaknesses.

OnManagement is in the process of determining ~~June~~how ~~30,~~best ~~2016,~~to change the Company’s ~~closed~~current ~~these~~system ~~subsidiaries~~and asimplement ~~the~~a ~~business~~more ~~model~~effective ~~did~~system of controls and procedures. However, given limitations in financial and manpower resources, we may not ~~prove~~have ~~out~~the asresources ~~projected~~to ~~under~~address fully the ~~acquisition~~weaknesses in controls. ~~agreement~~ No assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

~~The~~On September 15, 2010, the SEC, in Release ~~Company~~Nos. ~~continues~~33-9142 ~~development~~and of34-62914, adopted amendments to remove the requirement for a non-accelerated filer to include in its ~~online~~annual ~~movie~~report an ~~channel~~attestation ~~which~~report ~~will~~of ~~feature~~the ~~video~~filer’s onregistered ~~demand~~public ~~and~~accounting afirm. 24In ~~hour~~addition, athe ~~day~~SEC ~~streaming~~clarified ~~internet~~that an auditor of TVa ~~station~~non-accelerated ~~providing~~filer ~~limited~~need ~~free~~not ~~content~~include ~~and~~in its audit report an assessment of the issuer’s internal control over financial reporting. Therefore, the Company, as a ~~subscriber~~smaller ~~based~~reporting ~~business~~company, ~~model~~does ~~along~~not ~~with~~include ~~potential~~an ~~revenue~~attestation ~~generating~~report ~~video~~of its independent registered onpublic ~~demand~~accounting ~~programming~~firm regarding internal control over financial reporting in this Form 10-K.

~~The online~~Inherent ~~news~~Limitations ~~and~~of ~~video~~Control ~~news bureau in association with Leading Edge Radio Network is advancing on schedule and completion is expected during 2017~~Systems. Leading Edge Radio TV continues developing a venue for new and experienced radio and TV broadcasters to host their own programs via Internet TV and radio through Mancuso Martin Productions. Leading Edge Radio Network and Mancuso Martin Productions continue strategic partnership opportunities involving radio, Internet TV and movies with the Company. The Company has also entered into discussions with Mancuso Martin Productions for screenplay properties through its production division that include seven screenplays featuring suspense thrillers, horror, comedy, romance and sports themed movies.

The Company’s ~~currently~~internal iscontrol ~~developing~~over financial areporting ~~weekly~~is ~~television~~designed ~~show,~~to ~~“The~~provide ~~Car~~reasonable ~~Flip~~assurance ~~Guys”~~regarding ~~and~~the ~~two~~reliability of ~~seven~~financial ~~online~~reporting ~~full-length movies~~and ~~mentioned above. We expect to first air “The Car Flip Guys” during~~ the ~~end~~ preparation of ~~the~~financial ~~2nd~~statements ~~quarter~~for ~~or beginning~~external ofpurposes ~~the~~in ~~3rd~~accordance ~~quarter~~with ~~of 2017~~GAAP.

~~Results~~Management, including the Company’s principal executive officer and the principal financial officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of ~~Operations~~the control 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 internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~(a) Total Revenue.~~11

~~The Company~~Changes ~~had~~in ~~revenue~~Internal ofControl ~~$39,503~~Over ~~for the twelve months ended December 31, 2016 compared to $18,919 for the twelve months ended December~~Financial ~~31, 2015, an increase of $20,584 or approximately 109%~~Reporting. ~~These changes are due to a change in the operation business of the Company.~~

~~(b)~~There ~~General~~have ~~and~~not ~~Administrative~~been ~~Expenses~~any changes in the Company's internal control over financial reporting during the fiscal year ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

~~The Company~~ITEM had general and administrative expenses of $22,617,059 for the twelve months ended December 31, 2016 compared to $2,697,535 for the twelve months ended December 31, 2015, an increase of $19,919,524 or approximately 738%9B. ~~These~~OTHER ~~increases were mainly due to extra expenses due to the acquisition that failed, and incurring consulting expenses~~INFORMATION. The Company’s acquisition contingency expense was $2,280,331 for the twelve months ended December 31, 2016 compared to $27,215,905 for the twelve months ended December 31, 2015. The decrease was mainly due to the ending of the 2015 acquisition. The Company has Other Income/Expenses for the twelve months ended December 31, 2016 of $1,730,560 compared to $345,765 for the twelve months ended December 31,2015, an increase of $1,384,795 or approximately 400%. These increases were mainly due to Interest and Finance costs and valuation of derivative related to these finance loans.

15Consulting Agreement with Elainie Martin.

On January 15, 2018, Elanie Martin entered into a Consulting Services Agreement with the Company (csee attached Exhibit 10.0). ~~Net~~Under ~~Loss~~the agreement, Ms. Martin agrees to perform for the Company all necessary services required in connection with providing business operations services as vice-president, for a term of one year commencing on January 15, 2018. Ms. Martin will be paid the following amounts under this agreement: $3,000 monthly and 250,000,000 common shares which amount is considered fully earned and paid upon execution of the agreement to be paid pursuant to an S-8 Registration statement. In addition, for the introduction of any TV or film projects, Consultant is entitled to 5% of the entire project budget plus a 5% equity interest in the finished project.

~~The Company~~Ms. ~~had~~Martin ahas ~~net~~extensive ~~loss~~background ~~of $26,588,447 for~~ in the ~~twelve~~areas ~~months~~of ~~ended~~business ~~December 31~~operations, ~~2016 compared to $34~~media,~~718,428~~ ~~for~~corporate ~~the~~communications ~~twelve~~and ~~months ended~~marketing. ~~December~~She ~~31,~~is ~~2105,~~the awife ~~decrease~~ of ~~$8,129,981~~Gregory orMartin ~~approximately~~our ~~23%.~~Chairman, ~~This~~President, ~~change~~Secretary ~~was due to significant general~~ and ~~administrative expenses and acquisition contingency in 2016 compared to a 2015~~Treasurer.

~~Operating~~As of this date the Company has not incurred ~~Activities~~any liability for referral of projects.

~~The net~~Monthly ~~cash~~salary ~~used in operating activities was $269,223 for the twelve months ended December 31, 2016 compared to net cash used in operating activities~~ of ~~$96,770 for the twelve months ended December 31, 2015, a change of $172,453~~Mrs. ~~This~~ ~~change~~Martin is being ~~attributed~~accrued toand ~~many~~delivery ~~changes~~of ~~from~~the ~~period~~shares tohas ~~period,~~not ~~including~~been amade ~~large~~at ~~net~~this ~~loss, common stock issued for various items, and write-off of prepaid consulting fees~~time.

~~Liquidity and~~Consulting ~~Capital~~Agreement ~~Resources~~with Ean Martin.

~~As of~~On ~~December~~January 3115, ~~2016~~2018, the Company ~~had~~retained Ean ~~total~~Martin ~~current~~pursuant ~~assets~~to a Consulting Agreement for a term of $9one year to provide non-exclusive corporate financial advisory services to the Company’s entertainment business affairs. Under the agreement,~~087~~ ~~and~~Consultant ~~total~~agrees ~~current~~to ~~liabilities~~perform for the Company all necessary services required in connection with providing business operations services, for a term of one year commencing on January 15, 2018. Consultant will be paid the following amounts under this agreement: $13,~~970~~000 monthly and 250,~~289~~000,000 ~~resulting~~common inshares which amount is aconsidered ~~working~~fully ~~capital~~earned ~~deficit~~and paid upon execution of ~~$1,961,202. The~~this ~~cash~~agreement ~~and~~to ~~cash~~be ~~equivalents~~paid ~~was~~pursuant $1to an S-8 Registration statement. In addition,~~497~~ for asthe introduction of ~~December~~any 31TV or film projects, ~~2016~~Consultant is entitled to 5% of the entire project budget plus a 5% equity interest in the finished project.

~~Net cash~~Mr. ~~provided~~Martin byhas ~~financing~~extensive ~~activities~~background ~~was $268,930 for~~ in the ~~twelve~~areas ~~months~~of ~~ended~~business ~~December~~operations ~~31,~~and ~~2016~~website ~~compared~~design. toHe ~~$76,212~~is ~~for~~ the ~~twelve months~~son ~~ended~~of ~~December~~Gregory ~~31,~~Martin ~~2015~~our Chairman, ~~an increase of $192~~President,~~718~~ orSecretary ~~approximately~~and ~~253%~~Treasurer. ~~This increase resulted primarily from proceeds from notes payable.~~

~~On March~~As ~~17, 2015, the Company entered into a promissory note with Peter Lambert for a loan~~ of ~~$25,000 that became due on June 15, 2015. The loan carries an interest at the rate of $55 per day. On June 12, 2015, the parties amended~~ this ~~promissory~~date ~~note so that~~ the ~~loan~~Company ~~was~~has ~~extended~~not ~~and will accrue interest at $55 per day until this note is paid in full. As of December 31, 2016 and 2015,~~incurred ~~there~~any ~~was~~liability ~~$36,184~~for ~~and~~referral ~~$16,136, respectively,~~ of ~~interest accrued on the loan~~projects.

As ~~various~~ ~~times~~of ~~between~~July ~~August 5~~26, ~~2015 and December 30~~2017, ~~2015,~~ Mr. ~~Acunto~~Martin ~~loaned~~was ~~the~~appointed as ~~Company~~ a ~~total~~Director of ~~$51,212. These loans bear interest at~~ the ~~rate~~company ofand 4%receives ~~per~~no ~~annum;~~compensation ~~$637~~for inacting ~~interest~~as ~~has~~a ~~been~~Director ~~accrued~~of ~~on these loans, bringing~~ the ~~total owed to $51,849~~company.

~~The Company’s~~Monthly ~~current~~salary ~~cash~~of ~~and cash equivalents balance will not be sufficient to fund its operations for the next twelve months~~Mr. ~~The~~ ~~Company’s~~Martin ~~ability~~is tobeing ~~continue as a going concern on a longer-term basis will be dependent upon its ability to generate~~accrued ~~sufficient cash flow from operations to meet its obligations on a timely basis,~~ and todelivery ~~obtain additional financing, and ultimately attain profitability. The Company’s continued operations, as well as the implementation~~ of the ~~Company’s~~shares ~~business plan~~has ~~will~~not ~~depend~~been ~~upon~~made ~~its~~at ~~ability~~this ~~to raise additional funds through bank borrowings and equity or debt financing~~time.

1612

~~Whereas~~PART the Company has been successful in the past in raising capital, no assurance can be given that these sources of financing will continue to be available to it and/or that demand for the Company’s common stock will be sufficient to meet its capital needs, or that financing will be available on terms favorable to the CompanyIII. If funding is insufficient at any time in the future, the Company may not be able to take advantage of business opportunities or respond to competitive pressures, or may be required to reduce the scope of the Company’s planned product development and marketing efforts, any of which could have a negative impact on its business and operating results. In addition, insufficient funding may have a material adverse effect on the Company’s financial condition, which could require it to:

●ITEM 10. ~~curtail~~DIRECTORS, ~~operations~~EXECUTIVE ~~significantly;~~OFFICERS, AND CORPORATE GOVERNANCE.

●Directors and ~~sell~~Executive ~~significant assets;~~Officers.

●The name, ~~seek~~age, ~~arrangements~~and ~~with~~position ~~strategic~~of ~~partners~~the director/executive officer of the Company are set forth below. The director named below will serve until the next annual meeting of stockholders or ~~other~~until ~~parties~~their ~~that~~successors ~~may~~are ~~require~~duly elected and have qualified. Directors are elected for a term until the ~~Company~~next toannual ~~relinquish~~stockholders’ ~~significant~~meeting. ~~rights~~Officers towill ~~products~~hold their positions at the will of the board of directors, absent ~~technologies~~any oremployment ~~markets;~~agreement, of which none currently exist or are contemplated.

●There is ~~explore~~no arrangement or understanding between the director/executive officer and any other ~~strategic~~person ~~alternatives~~pursuant ~~including~~to which the director/officer was or is to be selected as a ~~merger~~director/officer, and there is no arrangement, plan or ~~sale~~understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of the Company’s affairs. There are no other promoters or control persons of the Company. There are no legal proceedings involving the director/officer of the Company.

ToOn ~~the~~August ~~extent~~15, ~~that~~2014, ~~the~~Glenn ~~Company~~W. ~~raises~~McMachen, ~~additional capital through the sale of equity or convertible debt securities~~Sr., the ~~issuance of such securities may result in dilution to the~~ Company’s ~~existing~~sole ~~stockholders.~~board Ifmember, ~~additional~~and ~~funds~~chief ~~are~~executive ~~raised through the issuance of debt securities~~officer, ~~these securities may have rights~~president, ~~preferences~~ and ~~privileges senior to holders~~ secretary/treasurer of ~~common stock and~~ the ~~terms~~Company, ofappointed ~~such~~John ~~debt~~Fleming ~~could~~as ~~impose~~a ~~restrictions~~new onmember ~~the Company’s operations. Regardless~~ of ~~whether~~ the Company’s ~~cash~~ ~~assets~~board ~~prove~~of todirectors. beMr. ~~inadequate~~McMachen tothen ~~meet~~resigned ~~its~~from all ~~operational~~positions ~~needs,~~with the Company. ~~may~~Mr. ~~seek~~Fleming towas ~~compensate~~then ~~providers~~appointed ofas ~~services by issuance of stock in lieu of cash, which may also result in dilution to~~ the Company’s ~~existing~~chief ~~stockholders~~executive officer, president, and secretary/treasurer.

~~Inflation~~Effective May 24, 2017, John Fleming, the Company’s sole board member, and chief executive officer, president, and secretary/treasurer of the Company, appointed Gregory Martin as a new member of the Company’s board of directors. Mr. Fleming then resigned from all positions with the Company. Mr. Martin was then appointed as the Company’s president, and secretary/treasurer.

~~The impact~~Effective ofJuly ~~inflation~~26, on2017, ~~the~~Ean ~~Company’s~~Martin, ~~costs and the ability to pass on cost increases to its customers over time is dependent~~son ~~upon market conditions. The Company is not aware~~ of ~~any~~Gregory ~~inflationary~~Martin, ~~pressures~~was ~~that~~appointed ~~have~~to ~~had any significant impact on its operations over~~ the ~~past~~board ~~quarter~~of ~~and the Company does not anticipate that inflationary factors will have a significant impact on future operations~~Directors.

~~Off-Balance~~John ~~Sheet~~J. ~~Arrangements~~Fleming, President/ Chief Executive Officer/Secretary/Treasurer/Director.

~~The~~Mr. Fleming, age 68, was the managing partner of AFI Capital, LLC, a venture capital company, located in San Diego, California for the 5 years before joining the Company ~~does~~in ~~not~~September ~~maintain~~2002. ~~off-balance~~Mr. ~~sheet~~Fleming ~~arrangements~~served ~~nor~~as ~~does~~the itCompany’s ~~participate~~chief executive officer and president from 2002 until he resigned on March 24, 2010 (the date of execution of the Agreement noted in ~~non~~Item 1.02 above. Before AFI Capital, Mr. Fleming managed Fleming & Associates, a business-~~exchange~~consulting ~~traded~~firm ~~contracts~~that ~~requiring~~provided ~~fair~~services to companies looking ~~value~~to ~~accounting~~create ~~treatment~~business plans and/or review current plans in order to move forward with fund raising from both private and public sectors. From March 2010 to August 2014, Mr. Fleming has acted as a business consultant.

17Gregory Martin, President/Secretary/Treasurer/Director.

~~Critical~~Mr. ~~Accounting~~Martin, ~~Policies~~age 56, has a long history of forming companies from concept to completion in the golf and entertainment fields. He is a former professional golfer who served as CEO of Triton Golf from 1998 until 2006. Mr. Martin has owned and operated Mancuso Martin Entertainment since January 2007, along with Hollywood actor, Nick Mancuso. From that time to the present, he has also owned and operated Leading Edge Radio Network, which operates three radio networks starting in 2014 (including the formats for all talk, oldies classic hits, and Christian hits from the 1970’s to 1990’s).

~~The SEC has issued Financial Reporting Release No~~Mr. ~~60,~~Martin ~~“Cautionary~~and ~~Advice~~has ~~Regarding~~entered ~~Disclosure~~into ~~About~~a ~~Critical Accounting Policies”~~Consulting ~~(“FRR~~Services ~~60”),~~Agreement ~~suggesting~~with ~~companies~~the ~~provide~~Company ~~additional~~(see ~~disclosure~~attached ~~and~~Exhibit ~~commentary~~10). onUnder ~~their~~this ~~most~~agreement, ~~critical accounting policies~~Mr. In ~~FRR~~Martin ~~60,~~agrees ~~the~~to ~~Commission~~perform ~~has~~for ~~defined~~ the ~~most~~Company all ~~critical~~necessary ~~accounting~~services ~~policies~~required asin ~~the~~connection ~~ones~~with ~~that~~providing ~~are~~business ~~most~~operations ~~important~~services toas ~~the~~president, ~~portrayal of~~secretary ~~a company’s financial condition~~ and ~~operating~~treasurer. Mr. ~~results,~~Martin ~~and~~will ~~require~~be ~~management~~paid tothe ~~make~~following ~~its~~amounts ~~most~~under ~~difficult~~this ~~and~~agreement: ~~subjective judgments~~$8,335 ~~often~~monthly, as a ~~result~~total of ~~the~~30,000,000 ~~need~~restricted toshares ~~make estimates~~ of Company ~~matters~~common ~~that~~stock ~~are~~at ~~inherently uncertain. Based on this definition~~signing, ~~the~~ ~~Company’s~~and ~~most~~a ~~critical~~monthly ~~accounting~~payment ~~policies~~of ~~include:~~$1,665 ~~(a)~~in ~~use~~restricted shares of ~~estimates;~~Company ~~and~~common ~~(b)~~stock, ~~net~~based ~~income~~on ~~(loss)~~the ~~per share. The~~closing ~~methods,~~market ~~estimates~~price ~~and~~on ~~judgments~~ the ~~Company~~last ~~uses~~day inof ~~applying~~the ~~these~~month, ~~most~~for ~~critical~~one ~~accounting~~year ~~policies~~from ~~have~~May a1, ~~significant~~2017, ~~impact on~~which ~~the~~amount ~~results~~is ~~the~~considered ~~Company~~earned ~~reports~~upon inexecution ~~its~~of ~~financial statements~~this agreement.

~~(a)~~Mr. ~~Use~~Martin’s salary has accrued since day one of ~~Estimates~~his employment and the $1665.00 in restricted monthly shares have also accrued since that time.

~~The preparation~~There ofis ~~financial~~no ~~statements~~family ~~requires~~relationship ~~the~~between ~~Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities~~Mr. OnMartin ~~an on-going basis, the Company evaluates these estimates, including those related to revenue recognition~~ and ~~concentration of credit risk~~Mr. The Company bases its estimates on historical experience and on various other assumptions that is believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sourcesFleming. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

~~(b)~~Ean ~~Impairment~~Martin ~~of Long~~-~~Lived~~ ~~Assets~~Director.

~~In accordance~~Mr. ~~with Accounting Standards Codification Topic 360~~Martin, ~~“Accounting~~age ~~for the Impairment or Disposal of Long-Lived Assets~~19,~~” long-lived~~ ~~assets~~has ~~such~~extensive asbusiness ~~property~~ and ~~equipment~~web ~~and~~development ~~intangible~~experience. ~~assets~~Mr. ~~subject~~Martin tohas ~~amortization,~~entered ~~are reviewed for impairment whenever~~into ~~events~~a orConsulting ~~changes~~Services inAgreement ~~circumstances~~with ~~indicate that~~ the ~~carrying~~Company. ~~amount~~Under ofthis anagreement, ~~asset group may not be recoverable~~Mr. ~~Recoverability of~~Martin ~~assets~~agrees ~~groups~~ to beperform ~~held~~for ~~and used is measured by a comparison of~~ the ~~carrying~~company ~~amount~~all ~~of an asset group to estimated undiscounted~~necessary ~~future~~services ~~cash~~required ~~flows~~in ~~expected~~connection towith beproviding ~~generated~~business byand ~~the~~web ~~asset~~development. ~~group~~Mr. IfMartin ~~the~~will ~~carrying~~be ~~amount~~paid ofthe anfollowing ~~asset~~amounts ~~group exceeds its estimated~~under ~~future~~this ~~cash~~agreement: ~~flows~~$2,500.00 anmonthly ~~impairment~~and ~~charge~~a istotal ~~recognized by the amount by which the carrying amount~~ of ~~an asset group exceeds fair value of the asset group. At December 31~~250, ~~2015~~000,000 ~~the~~shares ~~Company~~which ~~evaluated~~have ~~its~~not ~~long-lived~~been ~~assets~~delivered. ~~and~~The ~~determined~~salary ~~that~~has ~~they~~not ~~had~~ been paid ~~impaired~~since ~~and~~inception ~~took a charge to earnings~~ of ~~$4,478,142~~the agreement.

~~Forward Looking Statements.~~13

~~This~~Compliance ~~Form~~with ~~10-K~~Section ~~“forward~~16(a) ~~looking statements” within the meaning~~ of ~~Rule 175 of~~ the ~~Act, and Rule 3b-6 of the~~ Securities ~~Act~~ ofExchange ~~1934, as amended~~Act. The words “believe,” “expect,” “anticipate,” “intends,” “forecast,” “project,” and similar expressions identify forward-looking statements. These are statements that relate to future periods and include, but are not limited to, statements as to the Company’s estimates as to the adequacy of its capital resources, its need and ability to obtain additional financing, and its critical accounting policies.

~~Forward-looking~~Section ~~statements~~16(a) ~~are~~of ~~subject~~the to1934 ~~certain~~Act ~~risks~~requires ~~and~~the ~~uncertainties~~Company’s ~~that~~directors, ~~could~~certain ~~cause~~officers ~~actual~~and ~~results~~persons toholding ~~differ~~10% ~~materially~~or ~~from~~more ~~those projected. These forward-looking statements speak only as~~ of the ~~date hereof. The~~ Company’s common ~~expressly~~stock ~~disclaims any obligation or undertaking~~ to ~~release~~file ~~publicly~~reports ~~any~~regarding ~~updates~~their orownership ~~revisions~~and toregarding ~~any~~their ~~forward-looking~~acquisitions ~~statements~~and ~~contained~~dispositions ~~herein~~of tothe ~~reflect~~Company’s common ~~any~~stock ~~change~~with inthe ~~its~~SEC. ~~expectations with~~Such ~~regard~~persons ~~thereto~~are orrequired ~~any~~by ~~change~~SEC inregulations ~~events,~~to ~~conditions~~furnish orthe ~~circumstances~~Company onwith ~~which~~copies ~~any~~of ~~such~~all ~~statement~~Section is16(a) forms ~~based~~they file.

18Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to the Company under Rule 16a-3(d) during fiscal year 2016, and certain written representations from executive officers and directors, and control persons, the Company is not aware of any required reports were not timely filed, except as follows: A Form 4 for Mr. Fleming:

~~ITEM~~On August 7A9, 2016, the Company issued 100,000,000 restricted shares of common stock to Mr. ~~QUANTITATIVE~~Fleming, ~~AND~~the ~~QUALITATIVE~~Company’s ~~DISCLOSURES~~President, for ~~ABOUT~~services ~~MARKET~~rendered ~~RISK~~and to be rendered to the Company. A Form 4 for this issuance was filed with the SEC on August 18, 2016.

~~Not~~Corporate ~~applicable~~Governance.

~~ITEM~~The primary 8function of the Company’s board of directors is oversight of management so that identifying and addressing the risks and vulnerabilities that the Company faces is an important component of the board of directors’ responsibilities, whether monitoring ordinary operations or considering significant plans, strategies, or proposed transactions. ~~FINANCIAL~~The ~~STATEMENTS~~risk ~~AND~~management ~~SUPPLEMENTARY~~process that ~~DATA~~the Company has established is overseen by the Audit Committee, which is also responsible for oversight of risk issues associated with our overall financial reporting and disclosure process and with legal compliance as well as reviewing policies on risk control assessment and accounting risk exposure. While the board of directors is ultimately responsible for risk oversight, our management is responsible for day-to-day risk management processes. The Company believes this division of responsibilities is the most effective approach for addressing the risks facing the Company and that its board of directors leadership structure supports this approach.

~~Audited~~Code ~~financial statements as~~ of ~~and for the years ended December 31, 2016 and 2015 are presented in a separate section of this report following Item 15~~Ethics.

~~ITEM~~The Company 9has not adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. ~~CHANGES~~The INCompany ~~AND~~has ~~DISAGREEMENTS~~not ~~WITH~~adopted ~~ACCOUNTANTS~~such a ONcode ~~ACCOUNTING~~of ~~AND~~ethics ~~FINANCIAL~~because ~~DISCLOSURE~~all of management’s efforts have been directed to building the business of the Company; at a later time, the board of directors may adopt such a code of ethics.

~~None~~Audit Committee.

~~ITEM~~The Company’s ~~9A.~~board ~~CONTROLS~~of ~~AND~~directors ~~PROCEDURES~~functions as audit committee for the Company.

~~Evaluation~~The primary responsibility of ~~Disclosure~~the ~~Controls~~Audit Committee will be to oversee the financial reporting process on behalf of the Company’s board of directors and ~~Procedures~~report the result of their activities to the board. Such responsibilities include, but are not limited to, the selection, and if necessary the replacement, of the Company’s independent registered public accounting firm, review and discuss with such independent registered public accounting firm: (i) the overall scope and plans for the audit, (ii) the adequacy and effectiveness of the accounting and financial controls, including the Company’s system to monitor and manage business risks, and legal and ethical programs, and (iii) the results of the annual audit, including the financial statements to be included in the annual report on Form 10-K.

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the 1934 Act”)) that are designed to ensure that information required to be disclosed in its periodic reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosure.14

The Company’s ~~management,~~policy ~~with~~is ~~the~~to ~~participation~~pre-approve ofall ~~the~~audit ~~principal~~and ~~executive~~permissible ~~officer~~non-audit ~~and~~services ~~the~~provided ~~principal~~by ~~financial~~the ~~officer,~~independent ~~evaluated~~registered public ~~the~~accounting ~~effectiveness~~firm. ofThese ~~its~~services ~~disclosure~~may ~~controls~~include ~~and~~audit ~~procedures~~services, asaudit-related ofservices, ~~December~~tax ~~31,~~services ~~2016~~and other services. ~~Based~~Pre-approval is ongenerally ~~that~~provided ~~evaluation,~~for ~~the~~up ~~principal~~to ~~executive officer~~one year and ~~the~~any ~~principal~~pre-approval ~~financial~~is ~~officer~~detailed ~~concluded~~as ~~that,~~to asthe particular service or category of ~~that~~services and ~~date,~~is ~~the~~generally ~~Company’s~~subject ~~disclosure~~to ~~controls~~a specific budget. The independent registered public accounting firm and ~~procedures were~~management ~~not~~are ~~effective~~required atto periodically ~~the~~report ~~reasonable~~to ~~assurance~~the ~~level~~audit ~~because~~committee ofregarding the ~~identification~~extent of ~~material~~services ~~weaknesses~~provided inby ~~its~~the ~~internal~~independent ~~control~~registered public accounting ~~over~~firm ~~financial~~in ~~reporting~~accordance with this pre-approval, ~~which~~and the ~~Company~~fees ~~views~~for asthe anservices ~~integral~~performed ~~part~~to ofdate. ~~its~~The ~~disclosure~~audit ~~controls~~committee ~~and~~may ~~procedures~~also pre-approve particular services on a case-by-case basis.

~~Management’s~~Other ~~Annual~~Committee ~~Report~~of onthe ~~Internal~~Board ~~Control~~of ~~over Financial Reporting~~Directors.

The Company’s ~~management~~presently isdoes ~~responsible~~not ~~for~~have ~~establishing~~a ~~and~~nominating ~~maintaining adequate internal control over financial reporting~~committee, as ~~such~~an ~~term~~executive iscommittee ~~defined~~of ~~in Rule 13a-15(f) under~~ the ~~Exchange~~board ~~Act~~of directors, ~~and~~stock inplan ~~accordance with Section 404 of the Sarbanes-Oxley~~committee ~~Act~~or ofany ~~2002~~other ~~(“Sarbanes-Oxley Act”)~~committees.

19Recommendation of Nominees.

The Company’s ~~management~~does ~~conducted~~not anhave ~~evaluation,~~a ~~under~~standing ~~the~~nominating ~~supervision~~committee ~~and~~or ~~with~~committee ~~the~~performing ~~participation~~similar offunctions. ~~the~~Because ~~principal~~of ~~executive officer and~~ the ~~principal~~small ~~financial~~size ~~officer,~~ of the ~~effectiveness of the~~ Company~~’s internal control over financial reporting as of December 31~~, ~~2015 based on~~ the ~~criteria~~board ~~established~~of indirectors ~~the~~believes ~~report~~that ~~entitled “Internal~~it ~~Control~~is –appropriate ~~Integrated Framework” published~~for by the ~~Committee~~Company ofnot ~~Sponsoring~~to ~~Organizations~~have ~~(COSO)~~such ofa ~~the Treadway Commission~~committee. ~~Based~~All onthe ~~this~~directors ~~evaluation,~~participate ~~management~~in ~~concluded that~~ the ~~Company’s~~consideration ~~internal control over financial reporting was not effective as~~ of ~~December 31,~~ ~~2016~~director nominees.

AThe ~~material~~board ~~weakness is a control deficiency, or combination~~ of ~~control~~directors ~~deficiencies~~does ~~that~~not ~~results~~have ~~in more than~~ a ~~remote~~policy ~~likelihood that~~with aregard ~~material~~to ~~misstatement of~~ the ~~annual~~consideration orof ~~interim~~any ~~consolidated~~director ~~financial~~candidates ~~statements~~recommended ~~will~~by ~~not be prevented or detected~~security holders. ~~During the~~Because ~~assessment~~ of the ~~effectiveness~~small ofsize ~~internal control over financial reporting as~~ of ~~December~~the 31Company, ~~2015,~~and ~~management identified material weaknesses related to~~ the ~~lack~~limited ofnumber ~~segregation~~ of ~~duties and the need for stronger financial reporting oversight. Due to the Company’s limited resources~~stockholders, the ~~Company~~board ~~does~~of ~~not~~directors ~~have~~believes ~~accounting personnel with extensive experience in maintaining~~that ~~books~~it ~~and~~is ~~records~~appropriate ~~and~~for ~~preparing financial statements in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Additionally,~~ the Company ~~does~~ not ~~have~~to ~~a formal audit committee, and the Board of Directors does not~~ have such a ~~financial expert, thus the Company lacks the board oversight role within the financial reporting process~~policy.

~~Remediation~~When ofevaluating ~~Material~~director ~~Weaknesses.~~nominees, The Company considered the following factors:

~~Management is~~- inThe ~~the~~appropriate ~~process~~size of ~~determining how best to change~~ the ~~Company’s current system and implement a more effective system of controls and procedures~~board. However, given limitations in financial and manpower resources, we may not have the resources to address fully the weaknesses in controls. No assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

~~On September 15, 2010, the SEC, in Release Nos. 33~~-~~9142~~ ~~and~~The ~~34-62914, adopted amendments to remove the requirement for a non-accelerated filer to include in its annual report an attestation report of the filer~~Company’s ~~registered~~needs ~~public~~with ~~accounting~~respect ~~firm.~~to ~~In addition,~~ the ~~SEC~~particular ~~clarified~~talents ~~that~~and anexperience ~~auditor~~ of ~~a non-accelerated filer need not include in its audit report an assessment of the issuer’s internal control over financial reporting. Therefore, the Company, as a smaller reporting~~ company, ~~does not include an attestation report of its independent registered public accounting firm regarding internal control over financial reporting in this Form 10-K~~directors.

~~Inherent Limitations~~- Knowledge, skills and experience of ~~Control~~prospective ~~Systems~~nominees, including experience in finance, administration.

~~The Company’s~~- ~~internal~~Experience ~~control~~with ~~over~~accounting ~~financial~~rules ~~reporting is designed to provide reasonable assurance regarding the reliability of financial reporting~~ and ~~the preparation of financial statements for external purposes in accordance with GAAP~~practices.

~~Management, including~~- ~~the~~The ~~Company’s~~desire principal executive officer and the principal financial officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control 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~~balance ~~costs. Because of~~ the ~~inherent~~benefit ~~limitations in all control systems, no evaluation~~ of ~~internal~~continuity ~~controls~~with ~~can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of~~ the ~~effectiveness of~~periodic ~~controls~~injection ~~in future periods are subject to the risk that those internal controls may become inadequate because~~ of ~~changes in business conditions, or that~~ the ~~degree~~fresh ofperspective ~~compliance~~provided ~~with~~by ~~the~~new ~~policies~~board ~~or procedures may deteriorate~~members.

~~Changes~~The inCompany’s ~~Internal~~goal ~~Control~~is ~~Over~~to ~~Financial~~assemble ~~Reporting.~~a board that brings together a variety of perspectives and skills derived from high quality business and professional experience.

There have not been any changes in the Company’s internal control over financial reporting during the fiscal year ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.15

ITEM 9B 11. ~~OTHER~~EXECUTIVE ~~INFORMATION~~COMPENSATION.

~~None~~Executive Compensation.

20The following table presents compensation information for the years ended December 31, 2017, 2016, and 2015 for the persons who served as principal executive officer and each of the two other most highly compensated executive officers whose aggregate salary and bonus was more than $100,000 in such year.

PART III.

Name and principal position (a)	Year (b)	Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Award(s) ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compen-sation ($) (i)		Total ($) (j)
John Fleming, CEO ⁽¹⁾	2017	$	--		--	$	100,000		--		--		--		--	$	100,000
	2016	$	23,000		--	$	39,162		--		--		--		--	$	62,167
	2015	$	5,625		--		--		--		--		--		--	$	5,625
Gregory Martin⁽²⁾	2017	$	66,664		--	$	44,120		--		--		--		--	$	110,784

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

	(1)	Mr. Fleming was appointed chief executive officer and a director on August 15, 2014. He was awarded 100,000,000 common shares for services rendered to the Company valued at $100,000 based upon the par value of the common stock.
	(2)	Mr. Martin was appointed director and president and secretary/treasurer effective May 24, 2017. He is entitled to a monthly salary of $8,333 per month, and accrues the right to $1,665 in common shares per month, and was also awarded 30,000,000 shares as a bonus for accepting the positions to which he was appointed.

~~Directors~~Other ~~and Executive Officers~~Compensation.

~~The~~There ~~name,~~are ~~age,~~no ~~and~~plans ~~position~~that ofprovide for the ~~director/executive~~payment ~~officer~~ of ~~the~~retirement ~~Company~~benefits, ~~are~~or ~~set~~benefits ~~forth~~that ~~below.~~will ~~The~~be ~~director~~paid ~~named~~primarily ~~below~~following ~~will serve~~retirement, ~~until~~including ~~the~~but ~~next~~not ~~annual~~limited ~~meeting~~to oftax-qualified ~~stockholders~~defined orbenefit ~~until~~plans, ~~their~~supplemental ~~successors~~executive ~~are~~retirement ~~duly~~plans, ~~elected~~tax-qualified defined contribution plans and ~~have~~nonqualified ~~qualified~~defined contribution plans. ~~Directors~~In addition, there are ~~elected~~no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payment(s) to a ~~term~~named ~~until~~executive officer at, following, or in connection with the resignation, ~~next~~retirement ~~annual~~or ~~stockholders’~~other ~~meeting.~~termination ~~Officers~~of ~~will~~a ~~hold~~named ~~their~~executive ~~positions~~officer, ator ~~the~~a ~~will~~change in control of the ~~board~~Company ofor ~~directors,~~a change in ~~absent~~the ~~any~~named ~~employment~~executive ~~agreement,~~officer’s ofresponsibilities ~~which~~following ~~none~~a ~~currently~~change ~~exist~~in orcontrol, ~~are~~with ~~contemplated~~respect to each named executive officer.

~~There~~ITEM is12. noSECURITY ~~arrangement~~OWNERSHIP orOF ~~understanding~~CERTAIN ~~between~~BENEFICIAL ~~the~~OWNERS ~~director/executive~~AND ~~officer and any other person pursuant to which the director/officer was or is to be selected as a director/officer~~MANAGEMENT, ~~and~~AND ~~there~~RELATED isSTOCKHOLDER no arrangement, plan or understanding as to whether non-management stockholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings between non-management stockholders that may directly or indirectly participate in or influence the management of the Company’s affairs. There are no other promoters or control persons of the Company. There are no legal proceedings involving the director/officer of the Company.MATTERS

On The ~~August~~following ~~15,~~table ~~2014,~~sets ~~Glenn~~forth W.information ~~McMachen,~~regarding ~~Sr.,~~the beneficial ownership of shares of the Company’s ~~sole~~common ~~board~~stock ~~member,~~as ~~and~~of December ~~chief~~31, ~~executive~~2017 ~~officer~~(4, ~~president~~161,506,596 ~~and~~(1) ~~secretary/treasurer of~~issued ~~the~~and ~~Company,~~outstanding) ~~appointed~~by ~~John~~(i) ~~Fleming~~all asstockholders aknown ~~new~~to ~~member of~~ the Company’s ~~board~~to ofbe ~~directors.~~beneficial owners ~~Mr.~~of ~~McMachen~~more ~~then~~than ~~resigned~~5% ~~from all~~of ~~positions with~~ the ~~Company.~~outstanding ~~Mr.~~common ~~Fleming~~stock; ~~was~~and ~~then~~(ii) ~~appointed~~all asof the ~~Company’s~~current ~~chief~~directors and executive ~~officer,~~officers ~~president,~~of ~~and~~the Company ~~secretary/treasurer.~~as a group:

John J. Fleming, President/ Chief Executive Officer/Secretary/Treasurer/Director.

Title of Class	Name and Address of Beneficial Owner	Amount of Beneficial Ownership ⁽²⁾		Percent of Class

Common Stock	No shareholder is beneficial owner of more than 5%		None	None	%
Common Stock	Shares of all directors and executive officers as a group (1 person)		30,000,000	Less than 1	%

~~Mr. Fleming,~~(1) ~~age~~This 68amount, ~~was~~post ~~the managing partner of AFI Capital~~3,000 ~~LLC,~~to a1 ~~venture~~reverse ~~capital~~split ~~company,~~effective ~~located~~on inApril ~~San Diego~~27, ~~California~~2015 ~~for the 5 years before joining the Company in September 2002. Mr. Fleming served as the Company’s chief executive officer~~ and ~~president~~ ~~from~~post ~~2002~~reverse ~~until he resigned on March 24~~19,000 ~~2010~~to ~~(the date of execution of the Agreement noted in Item~~ 1~~.02~~ ~~above.~~reverse ~~Before AFI~~split ~~Capital,~~effective ~~Mr.~~on ~~Fleming~~August ~~managed Fleming & Associates~~8, a business-consulting firm that provided services to companies looking to create business plans and/or review current plans in order to move forward with fund raising from both private and public sectors. From March 2010 to August 20142016, ~~Mr.~~includes ~~Fleming~~shares ~~has~~issued ~~acted~~for aspurposes aof ~~business consultant~~rounding.

~~Compliance with Section 16~~(a2) Each person has sole voting power and sole dispositive power as to all of the ~~Securities~~shares ~~Exchange~~shown ~~Act~~as beneficially owned by them. Except as set forth below, none of these individuals holds any convertible securities.

~~Section~~ 16(a) of the 1934 Act requires the Company’s directors, certain officers and persons holding 10% or more of the Company’s common stock to file reports regarding their ownership and regarding their acquisitions and dispositions of the Company’s common stock with the SEC. Such persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

~~Based~~Neither ~~solely~~the ~~upon~~officers aand ~~review~~directors of ~~Forms~~the 3Company, ~~and~~nor 4any ~~and~~company ~~amendments~~they ~~thereto~~directly ~~furnished~~or toindirectly ~~the~~control, ~~Company~~has ~~under~~entered ~~Rule~~into ~~16a-3(d)~~any ~~during~~arrangements, agreements ~~fiscal~~(including ~~year~~derivative ~~2016~~agreements), ~~and~~ ~~certain~~or ~~written~~contracts ~~representations~~that ~~from~~give ~~executive~~or ~~officers~~will ~~and~~give ~~directors,~~anyone ~~and~~else ~~control~~an ~~persons,~~interest in the Company. ~~is not aware of any~~The ~~required~~director/officer ~~reports~~has ~~were~~ not ~~timely~~used ~~filed,~~shares ~~except~~of asthis ~~follows:~~Company Ato ~~Form~~secure 4a ~~for Mr~~loan. ~~Fleming:~~

OnNeither ~~August~~the 9,officers ~~2016,~~and ~~the~~directors ~~Company~~of ~~issued~~the ~~100~~Company,~~000,000~~ ~~restricted~~nor ~~shares~~any ofcompany ~~common~~they ~~stock~~directly toor ~~Mr.~~indirectly ~~Fleming~~control, ~~the~~has ~~Company’s~~entered ~~President~~into any arrangements, ~~for~~agreements ~~services~~(including ~~rendered~~derivative ~~and~~agreements), toor becontracts ~~rendered~~that togive ~~the~~or ~~Company.~~will Agive ~~Form~~anyone 4else ~~for~~an ~~this~~interest ~~issuance~~in ~~was~~the ~~filed~~Company. ~~with~~The director/officer ~~the~~has ~~SEC~~not onused ~~August~~shares ~~18,~~of ~~2016~~this Company to secure a loan.

~~Corporate~~Securities ~~Governance~~Authorized for Issuance under Equity Compensation Plans.

~~The~~On ~~primary~~December ~~function~~8, of2015, the Company’s ~~board~~adopted ofthe ~~directors~~2015 isStock ~~oversight~~and Option Plan. As of ~~management~~December so31, ~~that~~2015, ~~identifying~~all ~~and~~30,000,000 ~~addressing~~shares ~~the~~of ~~risks~~common ~~and~~stock ~~vulnerabilities~~authorized ~~that~~under ~~the~~this ~~Company~~plan ~~faces~~have isbeen anregistered ~~important~~as ~~component~~a result of ~~the~~a ~~board~~Form ofS-8 ~~directors’~~filed ~~responsibilities,~~with ~~whether monitoring~~the ~~ordinary~~Securities ~~operations~~and orExchange ~~considering~~Commission on ~~significant~~December ~~plans~~14, ~~strategies,~~2015. orThis ~~proposed~~plan ~~transactions.~~is ~~The~~intended ~~risk~~to ~~management~~allow ~~process that~~designated ~~the~~directors, ~~Company~~officers, ~~has~~employees, ~~established~~and iscertain ~~overseen~~non-employees, byincluding consultants ~~the~~(all ~~Audit~~of ~~Committee,~~whom ~~which~~are issometimes ~~also~~collectively ~~responsible~~referred ~~for~~to ~~oversight~~herein as “Employees”) of ~~risk~~the ~~issues~~Company ~~associated~~and its subsidiaries ~~with~~to ~~our~~receive ~~overall~~options ~~financial~~to ~~reporting~~purchase ~~and~~the ~~disclosure~~Company’s ~~process~~common stock and ~~with~~to ~~legal~~receive ~~compliance~~grants asof ~~well~~common asstock ~~reviewing~~subject ~~policies~~to oncertain ~~risk control~~restrictions. ~~assessment~~The ~~and~~purpose ~~accounting~~of ~~risk~~this ~~exposure.~~plan ~~While~~is to promote the ~~board~~interests of ~~directors~~the isCompany ~~ultimately~~and ~~responsible~~its ~~for~~stockholders ~~risk~~by ~~oversight,~~attracting ~~our~~and ~~management~~retaining employees iscapable ~~responsible~~of ~~for~~furthering ~~day-to-day~~the ~~risk~~future ~~management~~success ~~processes.~~of ~~The~~the Company ~~believes~~and ~~this~~by ~~division~~aligning oftheir ~~responsibilities~~economic isinterests ~~the~~more ~~most~~closely ~~effective approach~~with ~~for~~those ~~addressing~~of the Company’s ~~risks~~stockholders. ~~facing~~As ~~the~~of ~~Company~~December ~~and~~31, ~~that~~2016, ~~its~~there ~~board~~were no shares of ~~directors~~common ~~leadership~~stock ~~structure~~registered ~~supports~~under this ~~approach~~plan remaining to be issued.

21On August 8, 2016, the Company adopted the 2016 Stock and Option Plan. As of December 31, 2016, all 10,000,000 shares of common stock authorized under this plan have been registered as a result of a Form S-8 filed with the Securities and Exchange Commission on August 9, 2016. This plan is intended to allow designated directors, officers, employees, and certain non-employees, including consultants (all of whom are sometimes collectively referred to herein as “Employees”) of the Company and its subsidiaries to receive options to purchase the Company’s common stock and to receive grants of common stock subject to certain restrictions. The purpose of this plan is to promote the interests of the Company and its stockholders by attracting and retaining employees capable of furthering the future success of the Company and by aligning their economic interests more closely with those of the Company’s stockholders. As of December 31, 2016, there were 500,000 shares of common stock registered under this plan remaining to be issued.

~~Code of~~Equity ~~Ethics.~~Compensation Plan Information December 31, 2017

The Company has not adopted a code of ethics that applies to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has not adopted such a code of ethics because all of management’s efforts have been directed to building the business of the Company; at a later time, the board of directors may adopt such a code of ethics.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by security holders		--		--	--
Equity compensation plans not approved by security holders		--		--	2015 Stock and Option Plan: 0
Equity compensation plans not approved by security holders		--		--	2016 Stock and Option Plan: 500,000
Total		--		--	2015 and 2016 Stock and Option Plans: 500,000

~~Audit Committee.~~17

~~The~~ITEM ~~Company’s~~13. ~~board~~CERTAIN ofRELATIONSHIPS ~~directors~~AND ~~functions~~RELATED asTRANSACTIONS, ~~audit~~AND ~~committee~~DIRECTOR ~~for the Company~~INDEPENDENCE.

~~The~~During ~~primary responsibility of~~ the ~~Audit Committee will be to oversee the financial reporting process on behalf of the~~ Company’s ~~board~~ oflast ~~directors~~two ~~and~~fiscal ~~report the result of their activities to the board. Such responsibilities include~~years, ~~but~~there ~~are~~has ~~not~~been ~~limited to,~~no ~~the selection~~transaction, ~~and~~or ifany ~~necessary~~currently ~~the~~proposed ~~replacement~~transaction, ofin ~~the~~which the Company’s was or ~~independent~~is ~~registered~~to ~~public~~be ~~accounting~~a ~~firm~~participant, ~~review~~ and ~~discuss~~in ~~with~~which ~~such~~any ~~independent~~related person (those ~~registered~~set ~~public~~forth ~~accounting~~in ~~firm: (i)~~ the ~~overall~~charts ~~scope~~under ~~and~~Item ~~plans~~4 ~~for the audit, (ii~~above) ~~the~~had ~~adequacy~~or ~~and~~will ~~effectiveness~~have ofa ~~the~~direct ~~accounting~~or ~~and~~indirect interest. ~~financial~~All ~~controls,~~share ~~including~~amounts ~~the~~reflect ~~Company’s system to monitor and manage business risks, and legal and ethical programs, and (iii)~~ the ~~results~~reverse split of the ~~annual~~Company’s ~~audit,~~common ~~including the financial statements to be included~~stock ~~in the annual report~~ on ~~Form~~August ~~10-K~~8, 2016.

~~The~~Starting ~~Company’s~~January, ~~policy~~1 is2015 ~~to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm~~Mr. ~~These~~Fleming ~~services~~accrued ~~may~~a ~~include~~consulting ~~audit~~fee ~~services,~~of ~~audit-related services~~$1,500 ~~tax~~a ~~services~~month ~~and~~until ~~other~~the ~~services.~~Company ~~Pre-approval is~~puts ~~generally~~a ~~provided~~formal ~~for~~contract upin toplace. ~~one~~As ~~year and any pre-approval is detailed as to the particular service or category~~ of ~~services~~ ~~and~~December is31, ~~generally~~2015, ~~subject~~there tois a ~~specific~~balance ~~budget. The independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent~~ of ~~services~~$6,305 ~~provided by the independent registered public accounting firm~~ in ~~accordance~~accounts ~~with~~payable. ~~this~~There ~~pre-approval,~~is ~~and~~no ~~the~~written ~~fees~~agreement for ~~the~~this ~~services~~consulting ~~performed to date~~fee. ~~The audit committee may also pre-approve particular services on a case-by-case basis.~~

~~Other~~On ~~Committee~~March 31, 2015, Mr. Fleming transferred $5,743 of various office equipment and supplies to the ~~Board~~Company. The Company is carrying the balance due to Mr. Fleming under short-term liabilities and will reimburse Mr. Fleming during the current fiscal year. At December 31, 2016 and 2015, Mr. Fleming has a balance of ~~Directors~~$40,320 and $8,441, respectively, owed to him under “due to officers” for the transfer of assets, consulting fees and various out of pocket expenses.

~~The~~On ~~Company~~September ~~presently~~3, ~~does~~2015, ~~not~~as ~~have~~part aof ~~nominating~~the ~~committee~~acquisition agreement, anMr. ~~executive~~Fleming ~~committee~~received ofno ~~the~~shares ~~board~~ of ~~directors,~~Series A preferred stock ~~plan~~and ~~committee~~174 restricted orshares ~~any~~of ~~other~~common ~~committees~~stock for consulting fees.

~~Recommendation~~On September 3, 2015 the Company issued 1,338 restricted shares of ~~Nominees~~common stock for the acquisition of all of the equity interests of Stimulating Software, LLC, a Florida limited liability company, the acquisition of all the common stock of Inner Four, Inc., a Florida corporation, and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation. 837 of these shares were issued in the name of Chasin, LLC, a Delaware limited liability company (226 shares), Team AJ, LLC, a North Carolina limited liability company (226 shares), AF Trust Company, a Florida corporation (216 shares), and Kaptiva Group, LLC, a Florida limited liability company (168 shares). John Acunto controls the voting power and investment power of the shares owned by each of these companies.

~~The~~On ~~Company~~November ~~does~~16, ~~not~~2015 ~~have a standing nominating committee or committee performing similar functions. Because of~~ the ~~small~~Company ~~size~~issued ~~of the~~37 ~~Company,~~restricted ~~the~~shares ~~board~~ of ~~directors~~common ~~believes~~stock ~~that it is appropriate for the Company not~~ to ~~have such a committee~~Mr. ~~All~~Acunto ~~the~~in ~~directors participate~~payment inof ~~the~~certain ~~consideration~~debts of ~~director~~the ~~nominees~~Company.

~~The~~On ~~board~~December of14, ~~directors~~2015 ~~does~~the ~~not~~Company ~~have~~issued a1,053 ~~policy~~restricted ~~with~~shares ~~regard to the consideration~~ of ~~any~~common ~~director~~stock ~~candidates~~in ~~recommended~~connection bywith ~~security holders. Because of~~ the ~~small~~September ~~size of the Company~~3, ~~and~~2015 ~~the~~acquisition agreement ~~limited~~to ~~number~~Team ~~of stockholders~~AJ, ~~the~~LLC ~~board~~(676) ofand ~~directors~~AF ~~believes~~Trust ~~that it is appropriate for the~~ Company ~~not to have such a policy~~(377).

22On February 5, 2016, the Company issued 1,184 restricted shares of common stock in connection with the September 3, 2015 acquisition agreement to Team AJ, LLC.

~~When~~As ~~evaluating~~various ~~director~~times ~~nominees~~between August 5, ~~The~~2015 and December 31, 2016, Mr. Acunto loaned the Company ~~considered~~a total of $64,589 (which is set forth in convertible note payable). These notes bear interest at the ~~following~~rate ~~factors:~~of 4% per annum; $2,510 in interest has been accrued on these notes as of December 31, 2016. During the year ended December 31, 2016, $4,990 of these loans was repaid. The principal amount outstanding at December 31, 2016 was $59,559.

●On August ~~The~~9, ~~appropriate~~2016, ~~size~~the Company issued 100,000,000 restricted shares of common stock to Mr. Fleming, the ~~board~~Company’s President, for services rendered and to be rendered to the Company.

● The Company’s ~~needs~~has ~~with~~not ~~respect~~had toa ~~the~~promoter ~~particular~~at ~~talents~~any ~~and~~time ~~experience~~during ofthe ~~company~~past ~~directors~~five fiscal years.

●The Company ~~Knowledge,~~defines ~~skills~~director ~~and~~independence ~~experience~~in ofaccordance ~~prospective~~with ~~nominees,~~the ~~including~~definition ~~experience~~as set forth in ~~finance,~~Rule ~~administration~~5605(a)(2) of the Rules of the NASDAQ Stock Market.

~~● Experience with accounting rules and practices.~~18

●ITEM 14. ~~The~~PRINCIPAL ~~desire~~ACCOUNTANT toFEES ~~balance~~AND ~~the benefit of continuity with the periodic injection of the fresh perspective provided by new board members~~SERVICES.

~~The~~Audit ~~Company’s goal is to assemble a board that brings together a variety of perspectives and skills derived from high quality business and professional experience.~~ Fees

~~ITEM~~The aggregate ~~11.~~fees ~~EXECUTIVE~~billed ~~COMPENSATION~~for each of the last two fiscal years for professional services rendered by Anton & Chia, LLP for the audit of the Company’s annual financial statements, and review of interim unaudited financial statements: 2017: $51,450; 2016: $47,000.

~~Executive~~Audit-Related ~~Compensation~~Fees.

The ~~following~~aggregate ~~table~~fees ~~presents~~billed ~~compensation information~~ for ~~the~~assurance ~~years ended December 31, 2016, 2015,~~ and ~~2014~~related ~~for~~services by the ~~persons~~accounting ~~who served~~firm asthat ~~principal~~are ~~executive~~reasonably ~~officer~~related ~~and~~to ~~each~~the performance of the ~~two~~audit ~~other~~or ~~most~~review ~~highly~~of ~~compensated~~the ~~executive~~Company’s ~~officers~~financial ~~whose~~statements ~~aggregate salary~~ and ~~bonus~~are ~~was~~not ~~more~~reported ~~than~~under ~~$100,000~~Audit inFees ~~such~~above: ~~year~~$25,000.

Name and principal position (a)	Year (b)		Salary ($) (c)		Bonus ($) (d)		Stock Awards ($) (e)		Option Award(s) ($) (f)		Non-Equity Incentive Plan Compensation ($) (g)		Nonqualified Deferred Compensation Earnings ($) (h)		All Other Compen-sation ($) (i)		Total ($) (j)
John Fleming, CEO (1)		2016	$	23,000		--	$	39,162		--		--		--		--	$	62,167
		2015	$	5,625		--				--		--		--		--	$	5,625
		2014		--		--		--		--		--		--		--		--
								--
Glenn W. McMachen, Sr. (1)		2014		--		--		--		--		--		--		--		--

Tax Fees.

~~(1) Mr.~~The aggregate ~~Fleming~~fees ~~was~~billed ~~appointed~~in ~~chief~~each ~~executive~~of ~~officer~~the ~~and~~last atwo ~~director~~fiscal onyears ~~August~~for ~~15,~~professional ~~2014. Glenn~~services W.rendered ~~McMachen,~~by ~~Sr.,~~the ~~resigned~~accounting ~~those~~firm ~~positions~~for ontax ~~that~~compliance, tax ~~date~~advice, and tax planning: $0.

23All Other Fees.

~~Other~~The ~~Compensation~~aggregate fees billed in each of the last two fiscal years for products and services provided by the accounting firm, other than the services reported above: $0.

~~There~~PART are no plans that provide for the payment of retirement benefits, or benefits that will be paid primarily following retirement, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans, tax-qualified defined contribution plans and nonqualified defined contribution plansIV. In addition, there are no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payment(s) to a named executive officer at, following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of the Company or a change in the named executive officer’s responsibilities following a change in control, with respect to each named executive officer.

ITEM 12 15. ~~security ownership of certain beneficial owners and management~~EXHIBITS, ~~AND~~FINANCIAL ~~RELATED~~STATEMENT ~~STOCKHOLDER MATTERS~~SCHEDULES.

The following ~~table~~documents ~~sets~~are ~~forth~~being ~~information~~filed ~~regarding the beneficial ownership of shares of the Company’s common stock~~ as ~~of March~~a ~~15,~~part ~~2017 (111,916,194 (1) issued and outstanding) by (i) all stockholders known to the Company to be beneficial owners~~ of ~~more~~this ~~than~~report 5%on ofForm ~~the outstanding common stock; and (ii) all of the current directors and executive officers of the Company as a group~~10-K:

Title of Class	Name and Address of Beneficial Owner	Amount of Beneficial Ownership (2)		Percent of Class
Common Stock	John Fleming, 1950 Fifth Ave., Suite 100, San Diego, CA 92101		100,000,000		89.35	%
Common Stock	Shares of all directors and executive officers as a group (1 person)		100,000,000		89.35	%

(a) Audited financial statements as of and for the years ended December 31, 2017 and 2016; and

(1b) ~~This~~ ~~amount,~~Those ~~post~~exhibits ~~3,000~~required toby 1Item ~~reverse~~601 ~~split~~of ~~effective~~Regulation onS-K ~~April~~(included ~~27,~~or ~~2015~~incorporated ~~and~~by ~~post~~reference ~~reverse~~in ~~19,000~~this todocument 1are ~~reverse~~set ~~split~~forth ~~effective on August~~in 8,the ~~2016,~~Exhibit ~~includes shares issued for purposes of rounding~~Index).

(2) Each person has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them. Except as set forth below, none of these individuals holds any convertible securities.19

~~Neither the~~REPORT ~~officers~~OF ~~and~~INDEPENDENT ~~directors~~REGISTERED ~~of the Company, nor any company they directly or indirectly control, has entered into any arrangements,~~PUBLIC ~~agreements~~ACCOUNTING ~~(including derivative agreements), or contracts that give or will give anyone else an interest in the Company. The director/officer has not used shares of this Company to secure a loan.~~FIRM

~~Neither~~ To the ~~officers~~Board ~~and directors~~ of ~~the~~Directors ~~Company,~~and ~~nor any company they directly or indirectly control, has entered into any arrangements,~~Stockholders ~~agreements (including derivative agreements), or contracts that give or will give anyone else an interest in the Company. The director/officer has not used shares~~ of ~~this Company to secure a loan.~~

24Incapta, Inc

~~Securities Authorized~~Opinion ~~for~~on ~~Issuance~~the ~~under~~Financial ~~Equity Compensation Plans.~~Statements

~~On December~~We 8,have ~~2015,~~audited the ~~Company~~accompanying ~~adopted~~statement of ~~the~~financial ~~2015~~position ~~Stock and Option Plan. As~~ of ~~December 31~~Incapta, ~~2015,~~Inc ~~all~~(the ~~30,000,000~~“Company”) ~~shares of common stock authorized under this plan have been registered~~ as ~~a result~~ of ~~a Form S-8 filed with the Securities and Exchange Commission on~~ December 14 31, ~~2015.~~2017 ~~This plan is intended to allow designated directors, officers, employees,~~ and ~~certain non-employees~~2016, ~~including consultants (all of whom are sometimes collectively referred to herein as “Employees”) of~~ the ~~Company~~related ~~and its subsidiaries~~statements ~~to receive options to purchase the Company’s common stock and to receive grants~~ of ~~common~~loss, ~~stock subject to certain restrictions. The purpose of this plan is to promote the interests of the Company and its~~ stockholders’ bydeficit ~~attracting~~ and ~~retaining~~cash ~~employees capable~~flows offor ~~furthering~~each ~~the future success~~ of the ~~Company~~two ~~and~~year byperiod ~~aligning~~ended ~~their economic interests more closely with those of the Company’s stockholders. As of~~ December 31, ~~2016~~2017, ~~there~~and ~~were~~the norelated notes ~~shares~~(collectively, ofthe ~~common~~“financial ~~stock registered under this plan remaining to be issued~~statements”).

~~On August~~In 8,our ~~2016~~opinion, the ~~Company~~financial ~~adopted the 2016 Stock and Option Plan. As of December 31, 2016, all 10,000,000 shares of common stock~~statements ~~authorized~~referred ~~under this plan have been registered as a result of a Form S-8 filed with the Securities and Exchange Commission on August 9, 2016. This plan is intended~~ to ~~allow~~above ~~designated~~present ~~directors~~fairly, ~~officers,~~in ~~employees,~~all ~~and~~material ~~certain non-employees~~respects, ~~including consultants~~the ~~(all~~financial ofposition ~~whom are sometimes collectively referred to herein as “Employees”)~~ of the Company ~~and~~as ~~its subsidiaries to receive options to purchase the Company’s common stock and to receive grants~~ of ~~common~~December 31, ~~stock subject to certain restrictions.~~2017 ~~The~~and ~~purpose~~2016, ofand ~~this plan is to promote~~ the ~~interests~~results of ~~the~~its ~~Company~~operations and its ~~stockholders~~cash byflows ~~attracting~~for ~~and~~each ~~retaining employees capable~~ of ~~furthering~~ the ~~future~~years ~~success~~in of the ~~Company~~two-year ~~and~~period byended ~~aligning their economic interests more closely with those of the Company’s stockholders. As of~~ December 31, ~~2016~~ 2017, ~~there~~in ~~were~~conformity ~~500,000~~with ~~shares~~U.S. ofgenerally ~~common~~accepted ~~stock~~accounting ~~registered under this plan remaining to be issued~~principles.

Equity Compensation Plan Information December 31, 2016
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	--	--	--
Equity compensation plans not approved by security holders	--	--	2015 Stock and Option Plan: 0
Equity compensation plans not approved by security holders	--	--	2016 Stock and Option Plan: 500,000
Total	--	--	2015 and 2016 Stock and Option Plans: 500,000

Basis for Opinion

25The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s consolidated financial statements. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~ITEM~~We 13conducted our audits in accordance with the standards of the PCAOB. ~~CERTAIN~~Those ~~RELATIONSHIPS~~standards ~~AND~~require ~~RELATED~~that ~~TRANSACTIONS~~we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, ~~AND~~whether ~~DIRECTOR~~due ~~INDEPENDENCE~~to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~During~~ Our audits of the ~~Company’s~~financial ~~last~~statements included ~~two~~performing ~~fiscal~~procedures ~~years,~~to ~~there~~assess ~~has~~the ~~been~~risks noof ~~transaction,~~material ormisstatement ~~any~~of ~~currently~~the ~~proposed~~financial ~~transaction~~statements, inwhether ~~which~~due ~~the Company was~~ to error or fraud, isand performing procedures that respond to bethose risks. Such procedures included examining, on a ~~participant~~test basis, evidence regarding the amounts and disclosures in ~~which~~the ~~any~~financial ~~related person (those~~statements. ~~set~~Our ~~forth~~audits inalso included evaluating the ~~charts~~accounting ~~under~~principles ~~Item~~used 4and significant ~~above)~~estimates ~~had~~made ~~or will~~by ~~have~~management, aas ~~direct~~well oras ~~indirect interest.~~evaluating ~~All~~the ~~share~~overall ~~amounts~~presentation ~~reflect~~of the ~~reverse~~financial ~~split~~statements. ofOur audits also included performing such other procedures as we considered necessary in the ~~Company’s~~circumstances. ~~common~~We ~~stock~~believe that our audits provide ona ~~August~~reasonable 8,basis ~~2016~~for our opinion.

~~Starting~~The accompanying financial statements have ~~January,~~been 1prepared ~~2015~~assuming ~~Mr.~~that ~~Fleming~~the isCompany ~~accruing~~will continue as a ~~consulting~~going ~~fee~~concern. ofAs ~~$1,500~~discussed ain ~~month~~Note ~~until~~2 to the ~~Company~~financial ~~puts~~statements, these conditions raise substantial doubt about its ability to continue as a ~~formal~~going ~~contract~~concern. Management's plans in ~~place.~~regard to these matters Asare also described in Note 2. The financial statements do not include any adjustments relating to the recoverability and classification of ~~December~~asset ~~31,~~carrying ~~2015,~~amounts ~~there~~or isthe aamount ~~balance~~and classification of ~~$6,305~~liabilities inthat ~~accounts~~might ~~payable.~~result ~~There~~should isthe noCompany ~~written~~be ~~agreement~~unable ~~for~~to ~~this~~continue as ~~consulting~~a ~~fee~~going concern.

~~On March~~/s/ ~~31,~~Anton ~~2015,~~& ~~Mr. Fleming transferred $5~~Chia,~~743~~ ofLLP ~~various~~We ~~office~~have ~~equipment~~served ~~and~~as ~~supplies to~~ the Company~~. The~~’s ~~Company is~~auditor ~~carrying~~since ~~the balance due to Mr. Fleming under short-term liabilities and will reimburse Mr. Fleming during the current fiscal year. At December 31, 2016 and~~ 2015~~, Mr~~. ~~Fleming~~Newport ~~has a balance of $40~~Beach,~~320~~ ~~and~~California ~~$8,441,~~May ~~respectively~~31, ~~owed to him under “due to officers” for the transfer of assets, consulting fees and various out of pocket expenses.~~2018

~~On September 3, 2015, as part of the acquisition agreement, Mr. Fleming received no shares of Series A preferred stock and 174 restricted shares of common stock for consulting fees.~~F-1

~~On September 3~~INCAPTA, ~~2015 the Company issued 1,338 restricted shares of common stock for the acquisition of all of the equity interests~~ ~~of Stimulating Software, LLC, a Florida limited liability company, the acquisition of all the common stock of Inner Four, Inc~~INC., a Florida corporation, and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation. 837 of these shares were issued in the name of Chasin, LLC, a Delaware limited liability company (226 shares), Team AJ, LLC, a North Carolina limited liability company (226 shares), AF Trust Company, a Florida corporation (216 shares), and Kaptiva Group, LLC, a Florida limited liability company (168 shares). John Acunto controls the voting power and investment power of the shares owned by each of these companies.

On(formerly ~~November~~known ~~16,~~as ~~2015~~TBC ~~the~~Global ~~Company~~News ~~issued~~Network, ~~37 restricted shares of common stock to Mr~~Inc. ~~Acunto in payment of certain debts of the Company.~~)

OnCONSOLIDATED ~~December~~BALANCE ~~14, 2015 the Company issued 1,053 restricted shares of common stock in connection with the September 3, 2015 acquisition agreement to Team AJ, LLC (676) and AF Trust Company (377).~~SHEETS

On February 5, 2016, the Company issued 1,184 restricted shares of common stock in connection with the September 3, 2015 acquisition agreement to Team AJ, LLC.

	December 31,			December 31,
	2017			2016

ASSETS

Current Assets:
Cash	$	721		$	1,497
Accounts receivable		-			7,590
Other current assets		7,000
Total current assets		7,721			9,087

Other assets:
Furniture and equipment		706			2,538
Total assets	$	8,427		$	11,625

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable	$	383,119		$	209,560
Accrued interest		100,001			41,683
Accrued compensation - officer		53,333			-
Due to former officer		49,024			40,320
Convertible notes payable - related party		59,599			59,599
Convertible notes payable, net of discount of $66,217 and $80,796		202,171			34,699
Loan payable		25,000			25,000
Derivative liability		458,753			1,559,428
Total current liabilities		1,331,000			1,970,289

Stockholders' deficit
Common stock, $0.001 par value; 10,000,000,000 shares authorized, 4,161,506,596 and 111,916,194 shares issued and outstanding (1)		4,161,507			111,916
Series B common stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding		-			-
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 1 and 1 shares issued and outstanding (2)		-			-
Additional paid-in capital		132,289,715			134,459,981
Stock subscription receivable		-			(848,760	)
Accumulated deficit		(137,773,795	)		(135,681,801	)
Total stockholders' deficit		(1,322,573	)		(1,958,664	)
Total liabilities and stockholder's deficit	$	8,427		$	11,625

As various times between August 5, 2015 and December 31, 2016, Mr. Acunto loaned the Company a total of $64,589 (which is set forth in convertible note payable). These notes bear interest at the rate of 4% per annum; $2,510 in interest has been accrued on these notes as of December 31, 2016. During the year ended December 31, 2016, $4,990 of these loans was repaid. The principal amount outstanding at December 31, 2016 was $59,559.

(1)	The number of issued and outstanding shares of common stock reflects the amount immediately after a 3,000 to 1 reverse split of the Company’s common stock that was effective on April 27, 2015, and after a 19,000 to 1 reverse stock split effective on August 8, 2016.
(2)	The number of issued and outstanding shares of preferred stock reflects the amount immediately after a 4,700 to 1 reverse split of the Company’s common stock that was effective on August 8, 2016.

OnThe ~~August~~accompanying 9,notes ~~2016,~~are ~~the~~an ~~Company~~integral ~~issued~~part ~~100,000,000 restricted shares~~ of ~~common~~these ~~stock~~consolidated tofinancial Mrstatements. ~~Fleming, the Company’s President, for services rendered and to be rendered to the Company.~~

~~The Company has not had a promoter at any time during the past five fiscal years.~~F-2

~~The~~INCAPTA, ~~Company defines director independence in accordance with the definition as set forth in Rule 5605(a)(2) of the Rules of the NASDAQ Stock Market~~INC.

26(formerly known as TBC Global News Network, Inc.)

~~ITEM~~CONSOLIDATED STATEMENTS ~~14.~~OF ~~PRINCIPAL ACCOUNTANT FEES AND SERVICES.~~OPERATIONS

Audit Fees

	Year Ended December 31,
	2017			2016

Net sales	$	3,347		$	39,503

Costs and expenses:
General and administrative		2,541,642			22,617,059
Acquisition contingency		-			2,280,331
Total costs and expenses		2,541,642			24,897,390
Loss from operations		(2,538,295	)		(24,857,887	)

Other income (expense)
Interest and financing costs		(1,086,664	)		(519,275	)
Change in fair value of derivative liability		1,532,965			(1,211,285	)
Total other income (expense)		446,301			(1,730,560	)

Loss before provision for income taxes		(2,091,994	)		(26,588,447	)

Provision for income taxes		-			-

Net loss		(2,091,994	)		(26,588,447	)

Preferred stock dividend		-			95,400

Net loss attributed to common stockholders	$	(2,091,994	)	$	(26,683,847	)


Weighted average shares outstanding (1):
Basic		1,255,871,100			42,461,443
Diluted		1,255,871,100			42,461,443

Loss per share
Basic	$	(0.00	)	$	(0.63	)
Diluted	$	(0.00	)	$	(0.63	)

(1) The ~~aggregate~~ ~~fees~~number ~~billed for each~~ of ~~the~~issued ~~last~~and ~~two~~outstanding ~~fiscal~~shares ~~years~~of ~~for~~common ~~professional~~stock ~~services~~reflects ~~rendered~~the byamount ~~Anton~~immediately &after ~~Chia~~a 3,000 ~~LLP~~to ~~for~~1 ~~the audit~~reverse split of the Company’s ~~annual~~common ~~financial~~stock ~~statements,~~that ~~and~~was ~~review~~effective ofon ~~interim~~April ~~unaudited~~27, ~~financial~~2015, ~~statements:~~and ~~2016:~~after ~~$47~~a 19,000~~; 2015:~~ ~~$30~~to 1 reverse stock split effective on August 8,~~737~~ 2016.

~~Audit-Related~~The ~~Fees~~accompanying notes are an integral part of these consolidated financial statements.

The aggregate fees billed for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under Audit Fees above: $0.F-3

~~Tax~~INCAPTA, ~~Fees~~INC.

~~The~~(formerly ~~aggregate~~known ~~fees~~as ~~billed~~TBC inGlobal ~~each~~News ~~of the last two fiscal years for professional services rendered by the accounting firm for tax compliance~~Network, ~~tax~~ ~~advice, and tax planning: $0~~Inc.)

~~All~~CONSOLIDATED ~~Other~~STATEMENT ~~Fees.~~OF STOCKHOLDERS' EQUITY (DEFICIT)

~~The~~FOR ~~aggregate~~THE ~~fees~~YEARS ~~billed~~ENDED inDECEMBER ~~each of the last two fiscal years for products and services provided by the accounting firm~~31, ~~other~~2017 ~~than the~~AND ~~services reported above: $0.~~2016

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

																				Total
	Common						Preferred				Additional			Stock						Stockholders'
	Stock						Stock				Paid-in			Subscription			Accumulated			Equity/
	Shares (1)			Amount			Shares (2)		Amount		Capital			Receivable			Deficit			(Deficit)
Balance, December 31, 2015		3,809		$	4			1	$	-	$	110,321,088		$	-		$	(109,093,354	)	$	1,227,738

Rounding adjustment of reverse split		7,301			8							(8	)								-
Shares issued for services		103,001,001			103,001							4,677,652									4,780,653
Shares issued for acquisition contingency		1,202			1							2,280,330									2,280,331
Shares issued for debt conversions		2,317,304			2,317							88,645									90,962
Shares issued for financing costs		263			-							10,500									10,500
Shares issued for conversion of preferred stock		249			-							-									-
Shares issued for exercise of stock options		6,500,000			6,500							968,500			(975,000	)					-
Cashless exercise of warrant		85,065			85							(85	)								-
Fair value of stock options												15,925,010									15,925,010
Fair value of benefical conversion feature of debt repaid/converted												188,349									188,349
Payment of stock subscription receivable															126,240						126,240

Net loss																		(26,588,447	)		(26,588,447	)

Balance, December 31, 2016		111,916,194			111,916			1		-		134,459,981			(848,760	)		(135,681,801	)		(1,958,664	)

Returned shares		(415,749	)		(416	)						416									-
Shares issued for services		45,000,000			45,000							1,905,000									1,950,000
Shares issued for debt conversions, accrued interest and fees		4,005,006,151			4,005,007							(3,680,339	)								324,668
Fair value of benefical conversion feature of debt repaid/converted												453,417									453,417
Write off of stock subscription receivable												(848,760	)		848,760						-

Net loss																		(2,091,994	)		(2,091,994	)

Balance, December 31, 2017		4,161,506,596		$	4,161,507			1	$	-	$	132,289,715		$	-		$	(137,773,795	)	$	(1,322,573	)

The following documents are being filed as a part of this report on Form 10-K:

(1)	The number of issued and outstanding shares of common stock reflects the amount immediately after a 3,000 to 1 reverse split of the Company’s common stock that was effective on April 27, 2015, and after a 19,000 to 1 reverse stock split effective on August 8, 2016.
(2)	The number of issued and outstanding shares of common stock reflects the amount immediately after a 4,700 to 1 reverse split of the Company’s common stock that was effective on August 8, 2016.

~~(a) Audited~~The accompanying ~~financial~~notes ~~statements~~are asan ofintegral ~~and~~part ~~for~~of ~~the~~these ~~years~~consolidated ~~ended~~financial ~~December 31, 2016 and 2015; and~~statements.

~~(b) Those exhibits required by Item 601 of Regulation S~~F-~~K (included or incorporated by reference in this document are set forth in the Exhibit Index).~~4

27INCAPTA, INC.

~~SIGNATURES~~(formerly known as TBC Global News Network, Inc.)

~~Pursuant~~CONSOLIDATED toSTATEMENTS ~~the~~OF ~~requirements~~CASH ~~of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~ FLOWS

	InCapta, Inc.
		Year Ended December 31,
Dated: March 31, 2017	By:	/s/ John Fleming
		2017			2016
		John Fleming, President
OPERATING ACTIVITIES:
Net loss		$	(2,091,994	)	$	(26,588,447	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			1,832			1,832
Common stock issued for services			1,950,000			4,780,653
Common stock issued for acquistion contingency			-			2,280,331
Financing costs			633,148			245,228
Amortization of debt discounts			383,329			206,602
Change in value of derivative liability			(1,532,965	)		1,211,285
Fair value of stock options			-			15,925,010
Change in current assets and liabilities:
Accounts receivable			7,590			(7,590	)
Prepaid consulting fees			-			1,384,137
Other current assets			(7,000	)		-
Accounts payable			173,559			262,072
Accrued interest			70,188			29,664
Accrued compensation - officer			53,333			-
Due to officer			8,704			-
Net cash used in operating activities			(350,276	)		(269,223	)
FINANCING ACTIVITIES:
Proceeds from stock subscription receivable			-			126,240
Proceeds from convertible notes payable			349,500			200,627
Repayment of due to officer			-			(598	)
Repayment of convertible notes payable			-			(57,339	)
Net cash provided by financing activities			349,500			268,930
NET DECREASE IN CASH			(776	)		(293	)
CASH, BEGINNING BALANCE			1,497			1,790
CASH, ENDING BALANCE		$	721		$	1,497
CASH PAID FOR:
Interest		$	-		$	-
Income taxes		$	-		$	-
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Beneficial conversion feature		$	885,707		$	486,216
Common stock issued for debt, accrued interest and fees		$	324,668		$	90,962
Debt issued for accounts payable		$	-		$	50,861
Penalties and fees added to convertible note		$	63,241		$	-
Fair value of benefical conversion feature of debt repaid/converted		$	453,417		$	-
Common stock issued for financing costs		$	-		$	10,500

~~Pursuant~~The toaccompanying ~~the~~notes ~~requirements~~are ofan ~~the~~integral ~~Securities~~part ~~Exchange Act~~ of ~~1934,~~these ~~this~~consolidated ~~report~~financial ~~has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:~~statements.

Signature	Title	Date
/s/ John Fleming	President/Chief Executive Officer/	March 31, 2017
John Fleming	Secretary/Treasurer/Director

F-5

28INCAPTA, INC.

~~REPORT~~(formerly known OFas ~~INDEPENDENT~~TBC ~~REGISTERED PUBLIC~~Global ~~ACCOUNTING~~News ~~FIRM~~Network, Inc.)

ToNOTES ~~the~~TO ~~Board~~CONSOLIDATED ofFINANCIAL ~~Directors and Stockholders of~~STATEMENTS

~~InCapta,~~FOR ~~Inc.~~THE YEARS ENDED DECEMBER 31, 2017 AND 2016

~~(formerly~~NOTE ~~known~~1 as– ~~TBC~~NATURE ~~Global~~OF ~~News Network, Inc.)~~BUSINESS

WeIncapta, ~~have~~Inc. ~~audited~~(“the Company”) has redirected its efforts toward the ~~accompanying~~cloud ~~consolidated~~television ~~balance~~market ~~sheets~~and ofhas ~~InCapta~~launched two cloud television networks, ~~Inc.~~World Drone Recreation Aviators (~~formerly~~wdra.tv ~~known~~and aswdra.club) ~~TBC~~and ~~Global~~Leading ~~News~~Edge Radio Network, ~~Inc~~(leadingedgeradio.tv). Each network develops its own channel(~~“Company”~~s) content and works with the Company to ensure that their viewers receive it. The Company continues asdevelopment of ~~December~~its ~~31,~~online ~~2016~~movie channel which will feature video on demand and ~~2015,~~a 24 hour a day streaming internet TV station providing limited free content and ~~the~~a ~~related~~subscriber ~~consolidated~~based ~~statements~~business ofmodel ~~operations,~~along ~~stockholders’~~with ~~equity~~potential ~~(deficit),~~revenue generating video on demand programming. The online news and ~~cash~~video ~~flows~~news bureau in association with Leading Edge Radio Network is advancing on schedule and completion is expected by year-end. Leading Edge Radio TV continues developing a venue for ~~the~~new ~~years~~and ~~ended~~experienced ~~December~~radio 31and TV broadcasters to host their own programs via Internet TV and radio through Mancuso Martin Productions. Leading Edge Radio Network and Mancuso Martin Productions continue strategic partnership opportunities involving radio, ~~2016~~Internet TV and ~~2015~~movies with the Company. The Company’s has ~~management~~also isentered ~~responsible~~into discussions with Mancuso Martin Productions for ~~these~~screenplay ~~consolidated~~properties through its production division that ~~financial~~include ~~statements~~seven screenplays featuring suspense thrillers, horror, comedy, romance and sports themed movies. ~~Our~~The ~~responsibility~~Company ishas entered into preliminary discussions for the creation of a professional line of golf balls and golf equipment in order to ~~express~~facilitate anlong term ~~opinion~~objectives onof ~~these~~the ~~consolidated~~design ~~financial~~of ~~statements~~a ~~based~~professional online ~~our~~of ~~audits~~golf balls, gloves, golf shoes and apparel which will be sold direct to consumer through a proprietary marketing program, eliminating the need for brick and mortar retailing and keeping the Company overhead low.

WeAll ~~conducted~~common ~~our~~stock ~~audits~~share innumbers ~~accordance~~reflect ~~with~~a ~~the~~3,000 ~~standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits~~ to ~~obtain~~1 ~~reasonable~~reverse ~~assurance~~split ~~about~~of ~~whether~~ the ~~consolidated~~common ~~financial statements~~stock ~~are~~effective ~~free~~on ofApril ~~material misstatement. The Company is not required to have~~27, ~~nor were we engaged to perform~~2015, anand ~~audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as~~ a ~~basis for designing audit procedures that are appropriate in the circumstances~~19,000 ~~but not for the purpose of expressing an~~to ~~opinion~~1 onreverse ~~the~~split ~~effectiveness~~ of the ~~Company’s~~common ~~internal~~stock ~~control~~effective ~~over financial reporting. Accordingly, we express no such opinion. An audit includes examining,~~ on aAugust ~~test basis~~8, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statements presentation2016. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InOn ~~our~~September ~~opinion~~3, 2015, the ~~consolidated~~Company ~~financial~~completed ~~statements~~an ~~referred~~acquisition toagreement ~~above~~(“Acquisition ~~present~~Agreement”) ~~fairly,~~under inwhich ~~all material respects,~~ the ~~financial position~~Company acquired all of the ~~Company~~equity asinterests of ~~December~~Stimulating 31Software, ~~2016~~LLC, ~~and~~a ~~2015,~~Florida ~~and~~limited liability company, the ~~results~~acquisition of ~~its~~all the ~~consolidated~~common ~~operations~~stock ~~and~~of ~~its~~Inner ~~cash~~Four, ~~flows~~Inc., ~~for~~a ~~the~~Florida ~~years ended December 31~~corporation, ~~2016~~ and ~~2015,~~all inof ~~conformity~~the ~~with~~common ~~accounting~~and ~~principles~~preferred ~~generally~~stock ~~accepted~~of inPlay ~~the~~Celebrity ~~United~~Games, Inc., ~~States~~a ofDelaware ~~America~~corporation.

~~The~~Effective ~~accompanying~~on ~~consolidated~~October ~~financial~~21, ~~statements~~2015, ~~have been prepared assuming~~ the Company ~~will~~filed ~~continue as~~ a ~~going~~Certificate ~~concern.~~of AsAmendment ~~discussed in~~with ~~Note 7 to~~ the ~~consolidated~~Nevada ~~financial~~Secretary ~~statements,~~of ~~the~~State ~~Company~~to ~~has~~change ~~suffered~~its ~~recurring~~name ~~losses,~~from ~~has had recurring negative cash~~“TBC ~~flows~~Global ~~from~~News ~~operations~~Network, ~~and has an accumulated deficit that raises substantial doubt over its ability to continue as a going concern~~Inc. ~~Management’s~~” ~~plans in regard~~ to ~~these matters are also described in Note 3~~“InCapta, ~~which includes the raising of additional equity financing or merger with another entity~~Inc. ~~The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~”

~~/s/~~NOTE 2 ~~Anton~~– &SIGNIFICANT ~~Chia,~~ACCOUNTING ~~LLP Newport Beach, CA March 31, 2017~~POLICIES

~~F-1~~The summary of significant accounting policies of the Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.

~~INCAPTA,~~Use ~~INC.~~of Estimates

~~(formerly~~The ~~known~~preparation asof ~~TBC~~financial ~~Global~~statements ~~News~~in ~~Network~~conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, ~~Inc~~actual results could differ significantly from those estimates.)

~~CONSOLIDATED~~Revenue ~~BALANCE SHEETS~~Recognition

	December 31, 2016			December 31, 2015
ASSETS
Current assets:
Cash	$	1,497		$	1,790
Accounts receivable		7,590			--
Prepaid expenses		--			1,384,137
Total current assets		9,087			1,385,927
Other assets:
Furniture and equipment		2,538			4,370
Total assets	$	11,625		$	1,390,297
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	209.560		$	30,826
Accrued interest		41,683			16,691
Due to officer		40,320			8,441
Convertible notes payable – related party, net of discount of $0 and $19,887		59,599			31,325
Convertible notes payable, net of discount of $80,796 and $0		34,699
Loans payable		25,000			25,000
Derivative liability		1,559,428			50,276
Total current liabilities		1,970,289			162,559
Stockholders’ equity (deficit):
Common stock; $0.001 par value; 890,000,000 shares authorized, 111,916,194 and 3,809 shares issued and outstanding (1)		111,916			4
Series B common stock; $0.001 par value; 100,000,000 shares authorized, no shares issued and outstanding		--			--
Preferred stock; $0.001 par value; 10,000,000 shares authorized, 1 and 1 shares issued and outstanding		--			--
Additional paid-in capital		134,459,981			110,321,088
Stock subscription receivable		(848,760	)		--
Accumulated deficit		(135,681.801	)		(109,093,354	)
Total stockholders’ equity (deficit)		(1,958.664	)		1,227,738
Total liabilities and stockholders’ equity (deficit)	$	11,625		$	1,390,297

The Company recognizes revenue using four sources: Media consulting, to online television clients, monthly fees for online cloud television networks, website store revenue sharing and revenue sharing of membership fees with clients.

(1) Reflects the amounts after a 3,000 to 1 reverse split of the Company’s common stock that was effective on April 27, 2015 and a 19,000 to 1 reverse split of the Company’s common stock effective on August 8, 2016.F-6

~~The~~Cash ~~accompanying~~and ~~notes~~Cash ~~are an integral part of these consolidated financial statements~~Equivalents

FThe Company maintains cash balances in non-2interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of year or less are considered to be cash equivalents. As of December 31, 2017 and 2016, there were no cash equivalents except cash of $721 and $1,497, respectively.

~~INCAPTA,~~Stock ~~INC.~~Subscription Receivable

~~(formerly~~During ~~known~~the year ended December 31, 2016, the holder of 6,500,000 stock options exercised those options and the Company recorded a receivable in the amount of $975,000. The remaining balance of $848,760 is recorded as ~~TBC~~a ~~Global~~stock ~~News~~subscription ~~Network~~receivable and is presented in the accompanying financial statements as a contra-equity account. During the years ended December 31, ~~Inc~~2017, the Company determined that the remaining balance of $848,670 was not collectible and wrote off the entire balance to additional paid in capital as this is deemed to be a capital transaction.)

~~CONSOLIDATED~~Income ~~STATEMENTS OF OPERATIONS~~Taxes

	Year Ended December 31, 2016			Year Ended December 31, 2015
Net sales	$	39,503		$	18,919
Costs and expenses:
General and administrative		22,617,059			2,697,535
Impairment of intangible assets		--			4,478,142
Acquisition contingency		2,280,331			27,215,905
Total costs and expenses		24,897,390			34,391,582
Loss from operations		(24,857,887	)		(34,372,663	)
Other income and (expense):
Interest and financing costs		(519,275	)		(365,296	)
Change in value of derivative liability		(1,211,285	)		6,271
Other income		--			13,260
Total other income (expense)		(1,730,560	)		(345,765	)
Net loss before provision for income taxes		(26,588,447	)		(34,718,428	)
Provision for income taxes		--			--
Net loss		(26,588,447	)		(34,718,428	)
Preferred stock dividend		(95,400	)		(47,700	)
Net loss attributed to common stockholders	$	(26,683,847	)	$	(34,766,128	)
Basic and diluted earnings (loss) per share	$	(0.63	)	$	(71,209.19	)
Weighted average number of shares outstanding (1)		42,461,443			488

The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” ASC Topic 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

~~(1)~~Under ASC ~~Reflects~~Topic 740, a tax position is recognized as a benefit only if it is “more likely than not” that the ~~amounts~~tax ~~after~~position would be sustained in a 3tax examination,~~000~~ with a tax examination being presumed to 1occur. ~~reverse~~The ~~split~~amount ofrecognized is the ~~Company’s~~largest amount ~~common~~of ~~stock~~tax benefit that ~~was~~is ~~effective~~greater than 50% likely of being realized on ~~April~~examination. ~~27,~~For ~~2015~~tax ~~and~~positions anot 19meeting the “more likely than not” test,~~000~~ tono 1tax ~~reverse~~benefit ~~split~~is ofrecorded. ~~the~~The ~~Company’s~~adoption ~~common~~had ~~stock~~no ~~effective~~effect on ~~August~~the 8,Company’s ~~2016~~consolidated financial statements.

~~The~~Impairment ~~accompanying notes are an integral part~~ of ~~these~~Long-Lived ~~consolidated financial statements~~Assets

FIn accordance with ASC Topic 360, “Accounting for the Impairment or Disposal of Long-3Lived Assets,” long-lived assets such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability of assets groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds fair value of the asset group. No impairment charge was taken during the years ended December 31, 2017 or 2016.

~~INCAPTA,~~Net ~~INC.~~Loss Per Share

~~(formerly~~Basic ~~known~~net asloss ~~TBC~~per ~~Global~~share ~~News~~is ~~Network~~computed by dividing net loss by the weighted-average number of outstanding shares of common stock during the period. Diluted net loss per share is computed by dividing the weighted-average number of outstanding shares of common stock, including ~~Inc~~any potential common shares outstanding during the period, when the potential shares are dilutive.) Potential common shares consist primarily of incremental shares issuable upon the assumed exercise of stock options and warrants to purchase common stock using the treasury stock method. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. During the years ended December 31, 2017 and 2016, there were $327,987 and $175,094, respectively, of convertible debentures that were convertible into 5,827,838,308 and 1,761,882 shares of common shares that excluded since to their effect is anti-dilutive as a result of the net losses incurred during the periods.

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)~~F-7

~~FOR~~Stock-Based ~~YEARS ENDED DECEMBER 31, 2016 AND DECEMBER 31, 2015~~Compensation

	Common Stock				Preferred Stock				Additional Paid-in			Stock Subscription		Accumulated			TotalStockholders’ Equity
	Shares(1)		Amount		Shares(2)		Amount		Capital			Receivable		Deficit			(Deficit)
Balance, December 31, 2014		53	$	--		--	$	--	$	74,203,330		$	--	$	(74,374,926	)	$	(170,591	)
Shares issued for financing costs		39		--		--		--		312,500			--		--			312,500
Shares issued for services		965		1		--		--		4,101,574			--					4,101,575
Shares issued for acquisitions		1,338		1		1		--		4,486,776			--		--			4,486,777
Shares issued for acquisition contingency		1,414		2		--		--		27,215,903			--		--			27,215,905
Net loss		--		--		--		--		--			--		(34,718,428	)		(34,718,428	)
Balance, December 31, 2015		3,809		4		1		--		110,321,088			--		(109,093,354	)		1,227,738
Rounding adjustment of reverse split		7,301		8		--		--		(8	)		--		--			--
Shares issued for services		103,001,001		103,001		--		--		4,677,652			--		--			4,780,653
Shares issued for acquisition contingency		1,202		1		--		--		2,280,330			--		--			2,280,331
Shares issued for debt conversions		2,317,304		2,317		--		--		88,645			--		--			90,962
Shares issued for financing costs		263		--		--		--		10,500			--		--			10,500
Shares issued for conversion of preferred stock		249		--		--		--		--			--		--			--

Options granted to consultants, independent representatives and other non-employees are accounted for using the fair value method as prescribed by ASC Topic 718, “Share-Based Payment.”

~~The~~Derivative ~~accompanying~~Financial ~~notes are an integral part of these consolidated financial statements~~Instruments

FThe Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-4valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2017 and 2016, the Company’s only derivative financial instrument were embedded conversion feature associated with convertible debentures due to certain provisions that allow for a change in the conversion price and a warrant that to contains certain provisions that allow for a change in the exercise price if securities are issued at a price per share below the exercise price.

~~INCAPTA,~~Fair ~~INC~~Value Measurements.

~~(formerly~~ASC ~~known~~Topic as820, ~~TBC~~“Fair ~~Global~~Value ~~News~~Measurements ~~Network~~and Disclosure,” ~~Inc~~defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

~~CONSOLIDATED STATEMENTS~~● OFLevel ~~STOCKHOLDERS’~~1 ~~EQUITY~~- ~~(DEFICIT)~~Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

~~FOR YEARS~~● ~~ENDED~~Level ~~DECEMBER~~2 31- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, ~~2016~~either ~~AND~~directly ~~DECEMBER~~or 31indirectly, ~~2015~~including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

~~(continued)~~● Level 3 - Inputs that are both significant to the fair value measurement and unobservable.

	Common Stock				Preferred Stock				Additional Paid-in			Stock Subscription			Accumulated			Total Stockholders’ Equity
	Shares(1)		Amount		Shares(2)		Amount		Capital			Receivable			Deficit			(Deficit)
Shares issued for exercise of stock options		6,500,000		6,500		--		--		968,500			(975,000	)		--			--
Cashless exercise of warrant		85,065		85		--		--		(85	)		--			--			--
Fair value of stock options		--		--		--		--		15,925,010			--			--			15,925,010
Fair value of beneficial conversion feature of debt repaid/converted		--		--		--		--		188,349			--			--			188,349
Payment of stock subscription receivable		--		--		--		--		--			126,240			--			126,240
Net loss		--		--		--		--		--			--			(26,588,447	)		(26,588,447	)
Balance, December 31, 2016		111,916,194	$	111,916		1	$	--	$	134,459,981		$	(848,760	)	$	(135,681,801	)	$	(1,958,664	)

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2017 and 2016.

~~(1)~~The Company ~~Reflects~~uses ~~the~~Level ~~amounts~~2 ~~after~~inputs afor ~~3,000~~its tovaluation 1methodology ~~reverse~~for ~~split~~its ofderivative liability as its fair value was determined by using the Black-Scholes-Merton pricing model based on various assumptions. The Company’s ~~common~~derivative ~~stock~~liability ~~that~~is ~~was~~adjusted ~~effective~~to onreflect fair ~~April~~value ~~27,~~at ~~2015~~each ~~and~~period ~~a 19~~end,~~000~~ towith 1any ~~reverse~~increase ~~split~~or ofdecrease in the ~~Company’s~~fair ~~common~~value ~~stock~~being ~~effective~~recorded onin ~~August~~results 8,of ~~2016~~operations as adjustments to fair value of derivatives.

~~(2) Reflects the amounts after a 4,700 to 1 reverse split of the Company’s preferred stock that was effective on August~~ F-8~~, 2016.~~

~~The~~At ~~accompanying~~December ~~notes~~31, ~~are~~2017 anand ~~integral~~2016, ~~part~~the ofCompany ~~these~~identified ~~consolidated~~the ~~financial~~following ~~statements~~liability that is required to be presented on the balance sheet at fair value:

F-5

	Fair Value As of		Fair Value Measurements at
	December 31,		December 31, 2017
Description	2017		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability - conversion feature	$	458,753	$	-	$	458,753	$	-

Total	$	458,753	$	-	$	458,753	$	-

INCAPTA, INC.

	Fair Value As of		Fair Value Measurements at
	December 31,		December 31, 2016
Description	2016		Using Fair Value Hierarchy
			Level 1		Level 2		Level 3
Derivative liability - conversion feature	$	1,559,428	$	-	$	1,559,428	$	-

Total	$	1,559,428	$	-	$	1,559,428	$	-

~~(formerly~~Recent ~~known as TBC Global News Network, Inc~~Pronouncements.)

~~CONSOLIDATED~~In ~~STATEMENTS~~January OF2017, ~~CASH~~the ~~FLOWS~~FASB issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update.

	Year Ended December 31,			Year Ended December 31,
	2016			2015
Cash flows from operating activities:
Net loss	$	(26,588,447	)	$	(34,718,428	)
Adjustments to reconcile net loss to net cash:
Depreciation		1,832			1,373
Common stock issued for services		4,780,653			4,101,575
Common stock issued for acquisition contingency		2,280,331			27,215,905
Impairment of intangible assets		--			4,478,142
Financing costs		245,228			317,835
Amortization of debt discounts		206,602			31,325
Change in value of derivative liability		1,211,285			(6,271	)
Gain on extinguishment of debt		15,925,010			--
Change in current assets and liabilities:
Accounts receivable		(7,590	)		6,134
Prepaid consulting fees		1,384,137			(1,384,137	)
Accounts payable		262,072			(159,208	)
Accrued interest		29,664			16,691
Due to officer		--			2,294
Net cash used in operating activities		(269,223	)		(96,770	)
Cash flows from investing activities:
Cash received with acquisitions		--			22,348
Net cash provided by investing activities		--			22,348
Cash flows from financing activities:
Proceeds from loan payable		--			25,000
Proceeds from stock subscription receivable		126,240			--
Proceeds from convertible notes payable		200,627			51,212
Repayment of due to officer		(598	)		--
Repayment of convertible notes payable		(57,339	)		--
Net cash provided by financing activities		268,930			76,212
Net increase (decrease) in cash		(293	)		1,790
Cash at beginning of period		1,790			--

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

~~The~~In ~~accompanying~~October ~~notes~~2016, ~~are~~the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an ~~integral~~intra-entity ~~part~~transfer of ~~these~~an ~~consolidated~~asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

FIn August 2016, the FASB issued ASU 2016-615, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its statements of cash flows.

~~INCAPTA, INC.~~F-9

In February 2016, the FASB issued ASU 2016-02, Leases (~~formerly~~Topic 842). ASU 2016-02 requires lessees to recognize lease assets ~~known~~and aslease ~~TBC~~liabilities ~~Global~~on ~~News~~the ~~Network~~balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, ~~Inc~~2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted.) The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

~~CONSOLIDATED~~In ~~STATEMENTS~~May OF2014, ~~CASH~~the ~~FLOWS~~Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company has evaluated the impact of ASU 2014-09 on the Company's financial statements and disclosures does not believe the impact will be material. The Company will adopt this ASU beginning on January 1, 2018 and will use the prospective method of adoption.

	Year Ended December 31,		Year Ended December 31,
	2016		2015
Cash at end of period	$	1,497	$	1,790
Supplemental disclosure of non-cash financing activities:
Beneficial conversion feature	$	486,216	$	56,547
Debt issued for accounts payable	$	50,861	$	--
Common stock issued for debt	$	90,962	$	--
Common and preferred stock issued for acquisitions	$	--	$	4,486,777
Common stock issued for financing costs	$	10,500	$	56,547
Furniture and equipment for due to officer	$	--	$	5,743
Cash paid for:
Interest paid		--	$	--
Taxes paid		--	$	--

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

~~The~~NOTE ~~accompanying~~3 ~~notes~~– ~~are~~CONVERTIBLE anNOTES ~~integral~~PAYABLE, ~~part~~INCLUDING ofRELATED ~~these consolidated financial statements~~PARTY

~~F-7~~Convertible notes payable at December 31, 2017 and December 31, 2016 consist of the following:

INCAPTA, INC.

	2017			2016
Convertible notes to stockholder due on various dates through August 24, 2016; interest at 4%; convertible in shares of common stock at 90% of the Company's stock price at date of conversion. (in default at December 31, 2016)	$	59,599		$	59,599
Convertible note to investor due on September 22, 2017; interest at 10%; included an original issue discount of $7,245; convertible in shares of common stock at 50% of the Company's stock price at date of conversion.		10,146			56,750
Convertible note to investor due on July 3, 2017; interest at 10%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion.		12,739			58,745
Convertible note to investor due on January 11, 2017; interest at 12%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion.		44,430			-
Convertible note to investor due on January 12, 2017; interest at 6%; convertible in shares of common stock at 55% of the Company's stock price at date of conversion.		24,733			-
Convertible note to investor due on February 15, 2017; interest at 12%; convertible in shares of common stock at 58% of the Company's stock price at date of conversion.		23,590			-
Convertible note to investor due on February 20, 2017; interest at 10%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion.		56,750			-
Convertible note to investor due on March 15, 2018; interest at 12%; convertible in shares of common stock at 58% of the Company's stock price at date of conversion.		23,000			-
Convertible note to investor due on May 17, 2018; interest at 12%; convertible in shares of common stock at 51% of the Company's stock price at date of conversion.		20,000			-
Convertible note to investor due on August 10, 2018; interest at 12%; convertible in shares of common stock at 51% of the Company's stock price at date of conversion.		53,000			-
		327,987			175,094
Less debt discount		(66,217	)		(80,796	)
Convertible notes, net of discount	$	261,770		$	94,298

Convertible notes payable - related party	$	59,599		$	59,599
Less debt discount		0			0
Convertible notes - related party, net of discount	$	59,599		$	59,599

Convertible notes payable - unrelated parties	$	268,388		$	115,495
Less debt discount		(66,217	)		(80,796	)
Convertible notes - unrelated parties, net of discount	$	202,171		$	34,699

~~(formerly known as TBC Global News Network, Inc.)~~F-10

~~NOTES~~During TOthe ~~CONSOLIDATED~~years ~~FINANCIAL~~ended ~~STATEMENTS~~December 31, 2017, the Company issued convertible notes in the aggregate principal amount of $368,750, with original issue discounts of $19,250. Due to the variable conversion price associated with these convertible notes, the Company has determined that the conversion feature is considered derivative liabilities. The embedded conversion feature was initially calculated to be $885,707, which is recorded as a derivative liability as of the date of issuance. The derivative liability was first recorded as a debt discount up to the face amount of the convertible notes of $368,750, with the remainder being charge as a financing cost during the period. The debt discount is being amortized over the terms of the convertible notes.

~~NOTE~~During 1the –year ~~NATURE~~ended OFDecember ~~BUSINESS~~31, 2016, the Company issued convertible notes in the aggregate principal amount of $267,511. Due to the variable conversion price associated with these convertible notes, the Company has determined that the conversion feature is considered derivative liabilities. The embedded conversion feature was initially calculated to be $459,316, which is recorded as a derivative liability as of the date of issuance. In addition, for one of the convertible notes the Company also issued 26 warrants with an exercise price of $950 subject to change if securities are issued at a price per share below the exercise price. This provision results in the warrant being a derivative liability initially calculated to be $26,900. The derivative liability was first recorded as a debt discount up to the face amount of the convertible notes of $267,511, with the remainder being charge as a financing cost during the period. The debt discount is being amortized over the terms of the convertible notes.

The ~~accompanying~~Company ~~consolidated~~recognized ~~financial~~interest ~~statements~~expense of ~~InCapta~~$383,329 ~~Inc. (formerly known as TBC Global News Network, Inc.), a Nevada corporation (“Company”), have been prepared in accordance with Securities~~ and Exchange Commission (“SEC”) requirements for audited financial statements. The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All common stock share numbers reflect a 1$206,~~000 to 1 reverse split of the Company’s common stock effective on September 6~~602, ~~2007~~respectively, aduring ~~10,000 to 1 reverse split of~~ the ~~common~~years ~~stock~~ended ~~effective~~December ~~on April 9~~31, ~~2009,~~2017 aand ~~3,000~~2016 related to ~~1 reverse split of~~ the ~~common~~amortization ~~stock effective on April 27, 2015, and a 19,000 to 1 reverse split~~ of the ~~common~~debt ~~stock effective on August 8, 2016~~discount.

OnA ~~August~~rollfoward ~~15, 2014, Mr. McMachen, the Company’s sole board member, and chief executive officer, president, and secretary/treasurer~~ of the ~~Company,~~convertible ~~appointed~~notes ~~John~~payable ~~Fleming as a new member of the Company’s board of directors. Mr. McMachen then resigned~~ from ~~all~~ ~~positions~~December ~~with~~31, ~~the~~2015 ~~Company.~~to ~~Mr.~~December ~~Fleming was then appointed as the Company’s executive officer~~31, ~~president,~~2017 ~~and~~is ~~secretary/treasurer. Mr. Fleming will serve in these positions until the next annual meeting of stockholders or until their successors are duly elected and have qualified.~~below:

On September 3, 2015, the Company completed an acquisition agreement (“Acquisition Agreement”) under which the Company acquired all of the equity interests of Stimulating Software, LLC, a Florida limited liability company, the acquisition of all the common stock of Inner Four, Inc., a Florida corporation, and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation.

Convertible notes payable, December 31, 2015	$	31,325
Issued for cash		143,288
Issued for original issue discount		16,023
Conversion of accounts payable to convertible note		50,861
Conversion into common stock		(86,290	)
Debt discount related to new convertible notes		(267,511	)
Amortization of debt discounts during the period		206,602
Convertible notes payable, December 31, 2016		94,298
Issued for cash		349,500
Issued for original issue discount		19,250
Penalties added to convertible notes payable balance		63,241
Conversion into common stock		(279,098	)
Debt discount related to new convertible notes		(368,750	)
Amortization of debt discounts during the period		383,329
Convertible notes payable, December 31, 2017	$	261,770

~~Effective~~NOTE on4 ~~October~~– ~~21,~~SHORT ~~2015,~~TERM ~~the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its name from “TBC Global News Network, Inc.” to “InCapta, Inc.”~~NOTE

~~The~~On ~~Company~~March ~~has~~17, ~~redirected its efforts toward the cloud television market and has launched two cloud television networks~~2015, ~~World Drone Recreation Aviators (wdra.tv and wdra.club) and Leading Edge Radio Network (leadingedgeradio.tv). Each network develops its own channel(s) content and works with~~ the Company toentered ~~ensure~~into ~~that their viewers receive it. The Company continues development of its online movie channel which will feature video on demand and~~ a 24promissory ~~hour~~note awith ~~day~~Peter ~~streaming~~Lambert ~~internet~~for ~~TV station providing limited free content and~~ a ~~subscriber~~loan ~~based~~of ~~business~~$25,000 ~~model~~that ~~along~~became ~~with~~due ~~potential revenue generating video~~ on ~~demand~~June ~~programming~~15, 2015. The ~~online news~~loan ~~and~~carries ~~video~~an ~~news~~interest ~~bureau~~at inthe ~~association~~rate ~~with~~of ~~Leading~~$55 ~~Edge~~per ~~Radio Network is advancing on schedule and completion is expected by year-end~~day. ~~Leading~~On ~~Edge~~June ~~Radio~~12, TV continues developing a venue for new and experienced radio and TV broadcasters to host their own programs via Internet TV and radio through Mancuso Martin Productions. Leading Edge Radio Network and Mancuso Martin Productions continue strategic partnership opportunities involving radio2015, ~~Internet TV and movies with~~ the ~~Company.~~parties ~~The~~amended ~~Company~~this ~~has~~promissory ~~also~~note ~~entered into~~so ~~discussions with Mancuso Martin Productions for screenplay properties through its production division~~ that ~~include seven~~ ~~screenplays~~the ~~featuring~~loan ~~suspense~~was ~~thrillers,~~extended ~~horror, comedy, romance~~ and ~~sports~~will ~~themed~~accrue ~~movies.~~interest ~~The~~at ~~Company~~$55 ~~has~~per ~~entered~~day ~~into~~until ~~preliminary discussions~~this ~~for~~note ~~the~~is ~~creation~~paid ~~of a professional line of golf balls and golf equipment~~ in ~~order~~full. toAs ~~facilitate long term objectives~~ of ~~the~~December ~~design of a professional line of golf balls~~31, ~~gloves,~~2017 ~~golf shoes~~ and ~~apparel which will be sold direct to consumer through~~2016, athere ~~proprietary~~was ~~marketing program~~$56,259 ~~eliminating the need for brick~~ and ~~mortar~~$36,184 ~~retailing~~interest ~~and~~accrued ~~keeping~~on the ~~Company~~loan ~~overhead low~~respectively.

F-811

NOTE 25 – ~~SIGNIFICANT~~DERIVATIVE ~~ACCOUNTING POLICIES~~LIABILITY

The ~~summary~~convertible ofnotes ~~significant~~discussed ~~accounting policies of the Company is presented to assist~~ in ~~understanding~~Note ~~the~~3 ~~Company’s~~have ~~consolidated financial~~a ~~statements.~~conversion ~~The~~price ~~consolidated~~that ~~financial~~is ~~statements~~variable ~~and~~based ~~notes~~on ~~are~~a ~~representations~~percentage of the Company’s ~~management,~~stock price which is ~~responsible~~results ~~for~~in ~~their~~this ~~integrity~~embedded ~~and~~conversion ~~objectivity.~~feature ~~These~~being ~~accounting~~recorded ~~policies~~as ~~conform~~a toderivative ~~generally accepted accounting principles and have been consistently applied in the preparation of the consolidated financial statements~~liability.

~~Use~~The fair value of ~~Estimates~~the derivative liability is recorded and shown separately under current liabilities. Changes in the fair value of the derivative liability is recorded in the statement of operations under other income (expense).

The ~~preparation~~Company ofuses ~~consolidated~~a ~~financial~~weighted ~~statements~~average inBlack-Scholes-Merton ~~conformity~~option-pricing model with ~~generally~~the ~~accepted~~following ~~accounting~~assumptions ~~principles requires management~~ to ~~make~~measure ~~estimates and assumptions that affect~~ the ~~reported~~fair ~~amounts~~ value of ~~assets~~derivative ~~and~~liability ~~liabilities and disclosure of contingent assets and liabilities~~ at ~~the~~December ~~date~~31, of2017 ~~the consolidated financial statements~~ and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.2016:

Revenue Recognition

	2017			2016
Stock price	$	0.0001		$	0.92
Risk free rate		1.24	%		0.85	%
Volatility		670	%		670	%
Conversion price	$	0.00005–0.00009		$	0.038-.083
Dividend rate		0	%		0	%
Term (years)		0.01 to 0.86			0.01 to 0.73

The ~~Company~~following ~~recognizes~~table ~~revenue~~represents ~~using~~the ~~four~~Company’s ~~sources:~~derivative ~~Media~~liability ~~consulting,~~activity tofor ~~online~~the ~~television~~two ~~clients,~~year ~~monthly~~periods ~~fees~~ended ~~for~~December ~~online cloud television networks~~31, ~~website store revenue sharing and revenue sharing of membership fees with clients.~~2017:

Cash and Cash Equivalents

Derivative liability balance, December 31, 2015	$	50,276
Issuance of derivative liability during the period ended December 31, 2016		486,216
Underlying security converted into common stock		(188,349	)
Change in derivative liability during the period ended December 31, 2016		1,211,285
Derivative liability balance, December 31, 2016		1,559,428
Issuance of derivative liability during the period		885,707
Underlying security converted into common stock		(453,417	)
Change in derivative liability during the period		(1,532,965	)
Derivative liability balance, December 31, 2017	$	458,753

~~The~~NOTE ~~Company~~6 ~~maintains~~– ~~cash~~RELATED ~~balances~~PARTY in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the consolidated statements of cash flows, all highly liquid investments with an original maturity of year or less are considered to be cash equivalents. As of December 31, 2016 and 2015, there were no cash equivalents except cash of $1,497 and $1,790, respectively.TRANSACTIONS

~~Prepaid~~At ~~Expenses~~December 31, 2017 and 2016, the Company’s CEO (former CEO at December 31, 2017), Mr. Fleming, has a balance of $49,024 and $40,320, respectively, owed to him under “due to officers” for the transfer of assets, consulting fees and various out of pocket expenses.

~~Prepaid~~On ~~expenses~~February ~~consist~~5, ~~primarily~~2016, ~~of common stock issued to consultants for services that will be performed over~~ the ~~terms~~Company ~~of the consulting agreements not to exceed 12 months. The value of the common stock~~ issued ~~for~~1,184 ~~services~~restricted ~~was~~shares ~~based on the market price~~ of ~~the Company’s~~ common stock atin ~~the~~connection ~~date~~with ~~of issuance. The common stock issued to consultants is fully vested at~~ the ~~date~~September ~~of issuance. Prepaid expenses at December 31~~3, ~~2016 and~~ 2015 ~~were~~acquisition agreement $0to ~~and~~Team $1AJ,~~384,137,~~ ~~respectively~~LLC.

~~F-9~~As various times between August 5, 2015 and December 31, 2016, Mr. Acunto loaned the Company a total of $64,589 (which is set forth in convertible note payable). These notes bear interest at the rate of 4% per annum; $2,510 in interest has been accrued on these notes as of December 31, 2016. During the year ended December 31, 2016, $4,990 of these loans were repaid. The principal amount outstanding at December 31, 2017 and 2016 was $59,559.

~~Stock~~On ~~Subscription~~August ~~Receivable~~9, 2016, the Company issued 100,000,000 restricted shares of common stock to Mr. Fleming, the Company’s President, for services rendered and to be rendered to the Company.

~~During~~On ~~the~~May ~~year ended December 31~~25, ~~2016~~2017, the ~~holder~~Company ofissued 630,~~500~~000,000 ~~stock~~restricted ~~options~~shares ~~exercised~~of ~~those~~common ~~options~~stock ~~in exchange for a note payable~~ to the Company’s innew ~~the amount of $975~~CEO,~~000,~~ ~~of which $126,240 has been paid~~Mr. ~~The~~Gregory ~~remaining balance of $848~~Martin,~~760 is recorded as a~~ ~~stock~~for ~~subscription~~services ~~receivable~~rendered and isto ~~presented~~be inrendered to the ~~accompanying consolidated financial statements as a contra-equity account~~Company.

~~Income~~Starting ~~Taxes~~January 1, 2017 through May 31, 2017, Mr. Fleming is accruing a consulting fee of $10,000 a month under a written agreement with the Company

The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes.” ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all of, the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.F-12

~~Under~~NOTE ~~ASC~~7 ~~740,~~– aGOING tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no effect on the Company’s consolidated financial statements.CONCERN

~~Impairment~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s liabilities significantly exceed its assets, certain notes payable are in default and the Company has generated minimal revenue. This raises substantial doubt about the Company's ability to continue as a going concern. Without realization of ~~Long-Lived~~additional ~~Assets~~capital, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

InThe ~~accordance~~Company’s ~~with~~activities ~~ASC~~to ~~Topic~~date ~~360,~~have ~~“Accounting~~been ~~for~~supported ~~the~~by ~~Impairment~~debt ~~or Disposal of Long-Lived Assets,” long-lived assets such as property~~ and ~~equipment~~equity ~~and~~financing. ~~intangible~~It ~~assets~~has ~~subject~~sustained tolosses ~~amortization,~~in ~~are~~all ~~reviewed~~previous ~~for impairment whenever events or changes~~reporting inperiods ~~circumstances~~with ~~indicate that the carrying amount of~~ an ~~asset~~accumulated ~~group~~deficit ~~may not be recoverable. Recoverability~~ of ~~assets~~$137,773,795 ~~groups~~as ~~to be held and used is measured by a comparison~~ of ~~the~~December ~~carrying~~31, ~~amount~~2017. ofManagement ancontinues ~~asset group~~ to ~~estimated~~seek ~~undiscounted~~funding ~~future~~from ~~cash~~its ~~flows~~shareholders ~~expected~~and toother bequalified ~~generated~~investors byto ~~the~~pursue ~~asset~~its ~~group~~business plan. IfIn the ~~carrying amount of an asset group exceeds its estimated future cash flows~~alternative, an ~~impairment charge is recognized by~~ the ~~amount~~Company bymay ~~which~~be ~~the~~amenable ~~carrying~~to ~~amount~~a ofsale, anmerger ~~asset group exceeds fair value of the asset~~or ~~group.~~other Atacquisition ~~December~~in ~~31, 2015,~~ the ~~Company~~event ~~evaluated~~such ~~its~~transaction ~~long-lived~~is ~~assets~~deemed ~~and~~by ~~determined~~management ~~that~~to ~~they~~be ~~had~~in ~~been~~the ~~impaired~~best ~~and~~interests ~~took a charge to earnings~~ of ~~$4,478,142. At December 31, 2016,~~ the ~~Company evaluated its long-lived assets and determined that no impairment was necessary~~shareholders.

~~F-10~~NOTE 8 – COMMON STOCK

~~Net~~Anne ~~Loss~~Morrison ~~Per~~was ~~Share~~granted an option from the Company on August 8, 2016 under the Company’s 2016 Stock and Option Plan in payment for consulting services rendered by her to the Company. The Company’s board of directors approved this compensation (by unanimous written consent) on August 8, 2016. This option was exercised at $0.15 per share. The Company received $126,240 over a period of eight months as result of the exercise of this option. During the years ended December 31, 2017, the Company determined that the remaining balance of $848,670 was not collectible and wrote off the entire balance to additional paid in capital as this is deemed to be a capital transaction.

~~Basic~~On ~~net~~April ~~loss~~27, ~~per~~2015, ~~share~~the isCompany ~~computed~~completed bya ~~dividing~~3,000 ~~net~~to ~~loss~~1 byreverse ~~the~~split ~~weighted-average~~of ~~number~~its ofissued and outstanding shares of common stock ~~during the~~and ~~period.~~on ~~Diluted~~August 8, ~~net~~2016 ~~loss~~completed ~~per~~a ~~share~~19,000 isto ~~computed~~1 byreverse ~~dividing~~split ~~the~~of ~~weighted-average~~its ~~number~~issued ofand outstanding shares of common stock~~, including any potential common shares outstanding during the period, when the potential shares are dilutive~~. ~~Potential~~All ~~common~~ shares ~~consist primarily of incremental shares issuable upon the assumed exercise of stock options~~ and ~~warrants to purchase common stock using the treasury stock method. The calculation of diluted net loss~~ per share ~~gives effect to common stock equivalents;~~information ~~however,~~in ~~potential common shares are excluded if their effect is anti-dilutive, as they were during 2016 and 2015. During~~ the ~~years~~ ~~ended~~accompanying ~~December~~financial ~~31,~~statements ~~2016~~has ~~and~~been ~~2015,~~retroactively ~~the~~restated ~~number~~to ofreflect ~~potential~~these ~~common~~two ~~shares~~reverse ~~excluded~~stock ~~from diluted weighted-average number of outstanding shares was 0 and 0, respectively~~splits.

~~Stock-Based~~During ~~Compensation~~the years ended December 31, 2017, the Company issued shares of its common stock as follows:

~~Options granted~~● 45,000,000 shares of common stock to consultants, ~~independent~~as ~~representatives~~compensation ~~and~~for ~~other~~services ~~non-employees~~valued ~~are~~at ~~accounted~~$1,950,000. ~~for~~The ~~using~~value was based on the ~~fair~~market ~~value~~price ~~method~~of asthe ~~prescribed by~~Company’s ~~ASC~~common ~~Topic~~stock ~~718,~~at ~~“Share-Based~~the ~~Payment.”~~date of issuance; and

~~Derivative Financial~~● ~~Instruments~~4,004,590,402 (net of 415,749 shares canceled due to excess shares issued in 2016 related to a debt conversion) shares of common stock for the conversion of debt, accrued interest and fees and penalties associated with convertible debentures of $279,098, $11,870 and $30,700, respectively.

~~The~~During Company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the ~~derivative~~year ~~instrument~~ended is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option-pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. As of December 31, 2016 ~~and 2015~~, the Company’s only derivative financial instrument were embedded conversion feature associated with convertible debentures due to certain provisions that allow for a change in the conversion price and a warrant that to contains certain provisions that allow for a change in the exercise price if securities are issued at ashares ~~price~~of ~~per~~its ~~share~~common ~~below~~stock ~~the~~as ~~exercise price.~~follows:

~~Recent Pronouncements~~● 1,001 shares of common stock to consultants as compensation for services valued at $3,975,653. The value was based on the market price of the Company’s common stock at the date of issuance;

~~In January~~● ~~2015~~1,202 ~~the~~shares Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-01 (Subtopic 225-20), “Income Statement - Extraordinary and Unusual Items.” ASU 2015-01 eliminates the concept of ancommon ~~extraordinary~~stock ~~item~~under ~~from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from~~ the ~~results~~ ofSeptember ~~ordinary operations~~3, to2015 ~~separately~~acquisition ~~present~~agreement anvalued ~~extraordinary~~at ~~item on its income statement~~$2, ~~net of tax~~280, ~~after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item~~331. ~~However, ASU~~The ~~2015-01~~value ~~will~~was ~~still~~based ~~retain~~on the ~~presentation~~market ~~and~~price ~~disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption~~ of ~~ASU 2015-01 did not have a material effect on~~ the Company’s ~~consolidated~~common ~~financial~~stock ~~statements.~~at ~~Early~~the ~~adoption~~date isof ~~permitted.~~issuance;

~~F-11~~● 2,317,304 shares of common stock for the conversion of $90,962 in debt;

~~In February~~● ~~2015,~~263 ~~the~~shares ~~FASB~~of ~~issued~~common ~~ASU~~stock ~~No. 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU 2015-02 provides guidance on the consolidation evaluation~~ for ~~reporting~~financing ~~organizations~~costs ~~that~~valued ~~are~~at ~~required to evaluate whether they should consolidate certain legal entities such as limited partnerships~~$10, ~~limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions)~~500. ~~ASU 2015-02~~The isvalue ~~effective~~was ~~for~~based ~~periods~~on ~~beginning~~the ~~after~~market ~~December~~price ~~15, 2015. The adoption~~ of ~~ASU 2015-02 did not have a material effect on~~ the Company’s ~~consolidated~~common ~~financial~~stock ~~statements.~~at ~~Early~~the ~~adoption~~date isof ~~permitted.~~issuance;

~~In September 2015, the FASB issued ASU No. 2015~~F-16, “Business Combinations (Topic 805)”. Topic 805 requires that an acquirer retrospectively adjust provisional amounts recognized in a business combination, during the measurement period. To simplify the accounting for adjustments made to provisional amounts, the amendments in the Update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. ASU 2015-16 is effective for fiscal years beginning December 15, 2015. The adoption of ASU 2015-016 did not have a material effect on the Company’s consolidated financial statements.13

~~In November 2015,~~● ~~the~~249 ~~FASB~~shares ~~issued ASU No. 2015-17, “Balance Sheet Classification~~ of ~~Deferred~~common ~~Taxes.”~~stock ~~The new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as non-current on the balance sheet. This update is effective~~ for ~~annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company does not anticipate~~ the ~~adoption~~conversion of ~~this~~0 ~~ASU~~shares ~~will have a significant impact on its consolidated financial position, results~~ of ~~operations,~~preferred ~~or cash flows.~~stock;

~~In February~~● ~~2016~~6, ~~the FASB issued ASU No. 2016-02~~500,000 ~~“Leases~~shares ~~(Topic~~of ~~842).”~~common ~~The~~stock ~~guidance in ASU No. 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires an entity to recognize assets and liabilities arising from a lease~~ for both financing and operating leases, along with additional qualitative and quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the ~~effect~~exercise ~~this~~of ~~standard~~stock ~~will have on its consolidated financial statements.~~options;

~~F-12~~● 85,065 shares of common stock for the cashless exercise of warrants; and

~~NOTE 3~~● –100,000,000 ~~CONVERTIBLE~~shares ~~NOTES~~of ~~PAYABLE~~common stock to Mr. John Fleming as compensation for services rendered valued at $100,000. ~~INCLUDING~~The ~~RELATED~~value ~~PARTY~~approximates the value of the services rendered was based on the par value of the Company’s common stock.

~~Convertible~~NOTE ~~notes~~9 ~~payable~~– ~~at December 31, 2016 and 2015 consist of the following:~~OPTIONS

	2016			2015
Convertible notes to stockholder due on various dates through August 24, 2016; interest at 4%; convertible in shares of common stock at 90% of the Company’s stock price at date of conversion. (in default at December 31, 2016)	$	59,599		$	51,212
Convertible note to investor due on September 22, 2017; interest at 10%; included an original issue discount of $7,245; convertible in shares of common stock at 50% of the Company's stock price at date of conversion.		56,750			--
Convertible note to investor due on July 3, 2017; interest at 10%; convertible in shares of common stock at 50% of the Company's stock price at date of conversion.		58,745			--
		175,094			51,212
Less debt discount		(80,796	)		(19,887	)
Convertible notes, net of discount	$	94,298		$	31,325
Convertible notes payable - related party	$	59,599		$	51,212
Less debt discount		--			(19,887	)
Convertible notes - related party, net of discount	$	59,599		$	31,325
Convertible notes payable - unrelated parties	$	115,495		$	--
Less debt discount		(80,796	)		--
Convertible notes - unrelated parties, net of discount	$	34,699		$	--

Options

~~During~~The ~~the~~following year ended December 31, 2016, the Company issued convertible notes in the aggregate principal amount of $267,511. Due to the variable conversion price associated with these convertible notes, the Company has determined that the conversion feature is ~~considered derivative liabilities. The embedded conversion feature was initially calculated to be $459,316, which is recorded as~~ a ~~derivative liability~~summary as of ~~the~~stock ~~date~~option of issuance. In addition, for one of the convertible notes the Company also issued 26 warrants with an exercise price of $950 subject to change if securities are issued at a price per share below the exercise price. This provision results in the warrant being a derivative liability initially calculated to be $26,900. The derivative liability was first recorded as a debt discount up to the face amount of the convertible notes of $267,511, with the remainder being charge as a financing cost during the period. The debt discount is being amortized over the terms of the convertible notes. The Company recognized interest expense of $206,602 during the year ended December 31, 2016 related to the amortization of the debt discount.activity:

F-13

				Weighted
				Average
	Options			Exercise
	Outstanding			Price
Outstanding, December 31, 2015	-
Granted		6,500,000		$	0.15
Forfeited		-
Exercised		(6,500,000	)		0.15
Outstanding, December 31, 2016		-
Granted		-
Forfeited		-
Exercised		-
Outstanding, December 31, 2017		-
Exercisable, December 31, 2016		-

~~NOTE~~For options 4granted –during ~~SHORT~~2016 ~~TERM~~where ~~NOTE~~the exercise price was less than the stock price at the date of the grant, the weighted-average fair value of such options was $2.45 and the weighted-average exercise price of such options was $0.15. No options were granted during 2016 where the exercise price was greater than the stock price or equal to the stock price at the date of grant.

OnThe ~~March~~fair ~~17,~~value ~~2015,~~of the ~~Company~~stock ~~entered~~options ~~into~~was aexpensed ~~promissory~~immediately ~~note~~as ~~with~~the ~~Peter~~options ~~Lambert~~vested ~~for a loan of $25,000 that became due on June 15, 2015~~immediately. The ~~loan~~Company ~~carries~~recorded anstock ~~interest~~option expense ~~at the rate~~ of $~~55 per day. On June 12~~15, ~~2015~~925,010 ~~the~~during ~~parties amended this promissory note so that~~ the ~~loan~~year ~~was~~ended ~~extended and will accrue interest at $55 per day until this note is paid in full. As of~~ December 31, 2016 ~~and 2015, there was $36,184 and $16,136 interest accrued on the loan respectively~~.

~~NOTE~~The 5assumptions –used ~~DERIVATIVE~~in ~~LIABILITY~~calculating the fair value of options granted using the Black-Scholes option- pricing model for options granted are as follows:

The convertible notes discussed in Note 3 have a conversion price that is variable based on a percentage of the Company’s stock price which results in this embedded conversion feature being recorded as a derivative liability.

Risk-free interest rate		1.01%
Expected life of the options		.01 year
Expected volatility		703%
Expected dividend yield		0%

The fair value of the derivative liability is recorded and shown separately under current liabilities. Changes in the fair value of the derivative liability is recorded in the statement of operations under other income (expense).F-14

~~The Company uses a weighted average Black-Scholes-Merton option-pricing model with the following assumptions to measure the fair value of derivative liability at December 31, 2016:~~SIGNATURES

Stock price	$	0.92
Risk free rate		0.85	%
Volatility		670	%
Conversion price	$	0.038–0.83
Dividend rate		0	%
Term (years)		0.01 to 0.73

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~F-14~~InCapta, Inc. Dated: By: /s/ Gregory Martin Gregory Martin, President

~~The~~Pursuant ~~following~~to ~~table~~the ~~represents~~requirements of the ~~Company’s~~Securities ~~derivative~~Exchange ~~liability~~Act ~~activity~~of ~~for~~1934, this report has been signed below by the ~~period~~following ~~ended~~persons ~~December~~on ~~31,~~behalf of ~~2016~~the Company and in the capacities and on the dates indicated:

Derivative liability balance, December 31, 2015	$	50,276
Signature	Title		Date
Issuance of derivative liability during the period ended December 31, 2016		486,216
/s/ Gregory Martin	President/Chief Executive Officer/		June 13, 2018
Underlying security converted into common stock		(188,349	)
Gregory Martin	Secretary/Treasurer/Director
Change in derivative liability during the period ended December 31, 2016		1,211,285
Derivative liability balance, December 31, 2016	$	1,559,428

~~NOTE 6 – RELATED PARTY TRANSACTIONS~~20

~~Starting~~EXHIBIT January, 1 2015 Mr. Fleming is accruing a consulting fee of $1,500 a month until the Company puts a formal contract in place. As of December 31, 2015, there is a balance of $6,305 in accounts payable. There is no written agreement for this consulting fee.INDEX

On March 31, 2015, Mr. Fleming transferred $5,743 of various office equipment and supplies to the Company. The Company is carrying the balance due to Mr. Fleming under short-term liabilities and will reimburse Mr. Fleming during the current fiscal year. At December 31, 2016 and 2015, Mr. Fleming has a balance of $40,320 and $8,441, respectively, owed to him under “due to officers” for the transfer of assets, consulting fees and various out of pocket expenses.

Number		Description

2.1		Agreement and Plan of Merger between the Company and Syconet.com, Inc., a Delaware corporation, dated December 1, 2001 (incorporated by reference to Exhibit 2.1 of the Form 10 filed on October 7, 2015).

2.2		Purchase and Sale Agreement between the Company, on the one hand, and Sterling Yacht Sales, Inc., Glenn W. McMachen, Sr., and Arlene McMachen , on the other hand, dated March 19, 2010 (incorporated by reference to Exhibit 2.2 of the Form 10 filed on October 7, 2015).

2.3		Acquisition Agreement between the Company, on the one hand, and John Fleming, John Swartz, Team AJ, LLC, and Chasin, LLC, on the other hand, dated September 3, 2015 (including Exhibit A (Option); Exhibit B-1 (Stock Option Agreement); Exhibit B-2 (Stock Option Agreement); Exhibit C (Amended Certificate of Designation); Exhibit D (Design and License Agreement); Exhibit E (Registration Rights Agreement); Schedule 1.3 (Excluded Assets); Schedule 2.1 (Excluded Applications); Schedule 4.6 (Capitalization of GameCo. Companies); Schedule 4.10 (Assets of GameCo. Companies); Schedule 4.13 (Material Contracts of GameCo. Companies); Schedule 4.16 (Employees and Compensation Plans); Schedule 5.6 (Capitalization of Play Celebrity); Schedule 5.10 (All Assets, Tangible and Intangible, of Play Celebrity); Schedule 5.13 (Material Contracts); Schedule 5.16 (Employees and Compensation Plans); Schedule 6.8(a); Schedule 6.8(b); Schedule 6.8(c); Schedule 6.11 (All Assets, Tangible and Intangible, of InCapta); Schedule 6.13 (Material Contracts); Schedule 6.16 (Employees and Compensation Plans) (incorporated by reference to Exhibit 2.3 of the Form 10 filed on October 7, 2015).

3.1		Articles of Incorporation, dated December 19, 2001 (incorporated by reference to Exhibit 3.1 of the Form 10 filed on October 7, 2015).

3.2		Certificate of Amendment to Articles of Incorporation, dated November 21, 2002 (incorporated by reference to Exhibit 3.2 of the Form 10 filed on October 7, 2015).

3.3		Certificate of Amendment to Articles of Incorporation, dated March 5, 2003 (incorporated by reference to Exhibit 3.3 of the Form 10 filed on October 7, 2015).

3.4		Certificate of Amendment to Articles of Incorporation, dated July 11, 2003 (incorporated by reference to Exhibit 3.4 of the Form 10 filed on October 7, 2015).

3.5		Certificate of Amendment to Articles of Incorporation, dated January 26, 2004 (incorporated by reference to Exhibit 3.5 of the Form 10 filed on October 7, 2015).

3.6		Certificate of Amendment to Articles of Incorporation, dated December 16, 2004 (incorporated by reference to Exhibit 3.6 of the Form 10 filed on October 7, 2015).

3.7		Certificate of Amendment to Articles of Incorporation, dated July 19, 2005 (incorporated by reference to Exhibit 3.7 of the Form 10 filed on October 7, 2015).

3.8		Certificate of Amendment to Articles of Incorporation, dated March 21, 2006 (incorporated by reference to Exhibit 3.8 of the Form 10 filed on October 7, 2015).

3.9		Certificate of Amendment to Articles of Incorporation, dated December 10, 2007 (incorporated by reference to Exhibit 3.9 of the Form 10 filed on October 7, 2015).

3.10		Certificate of Amendment to Articles of Incorporation, dated May 7, 2009 (incorporated by reference to Exhibit 3.10 of the Form 10 filed on October 7, 2015).

3.11		Certificate of Amendment to Articles of Incorporation, dated October 21, 2015 (incorporated by reference to Exhibit 3.11 of the Form 10/A filed on November 4, 2015).

3.12		Certificate of Amendment to Articles of Incorporation, dated December 21, 2015 (incorporated by reference to Exhibit 3.12 of the Form 10-K filed on June 8, 2016).

3.13		Bylaws (incorporated by reference to Exhibit 3.11 of the Form 10 filed on October 7, 2015).

4.1		Certificate of Designation (Series A Convertible Preferred Stock), dated April 23, 2008 (incorporated by reference to Exhibit 4.1 of the Form 10 filed on October 7, 2015).

4.2		Amended Certificate of Designation (Series A Convertible Preferred Stock), dated September 9, 2015 (incorporated by reference to Exhibit C of Exhibit 2.3 of the Form 10 filed on October 7, 2015).

~~On September 3, 2015, as part of the acquisition agreement, Mr. Fleming received no shares of Series A preferred stock and 174 restricted shares of common stock for consulting fees.~~21

On September 3, 2015 the Company issued 1,338 restricted shares of common stock for the acquisition of all of the equity interests of Stimulating Software, LLC, a Florida limited liability company, the acquisition of all the common stock of Inner Four, Inc., a Florida corporation, and all of the common and preferred stock of Play Celebrity Games, Inc., a Delaware corporation. 837 of these shares were issued in the name of Chasin, LLC, a Delaware limited liability company (226 shares), Team AJ, LLC, a North Carolina limited liability company (226 shares), AF Trust Company, a Florida corporation (216 shares), and Kaptiva Group, LLC, a Florida limited liability company (168 shares). John Acunto controls the voting power and investment power of the shares owned by each of these companies.

10.1		Promissory Note issued by the Company to Peter Lambert, dated March 17, 2015 (incorporated by reference to Exhibit 10.1 of the Form 10 filed on October 7, 2015).

10.2		First Amendment to Promissory Note issued by the Company to Peter Lambert, dated June 12, 2015 (incorporated by reference to Exhibit 10.2 of the Form 10 filed on October 7, 2015).

10.3		Developer Agreement between Inner Four, Inc., Stimulating Software, LLC and Play Celebrity, Inc., and Apple, Inc., dated December 15, 2008 (Inner Four), November 7, 2014 (Stimulating Software), and October 12, 2015 (Play Celebrity) (incorporated by reference to Exhibit 10.3 of the Form 10/A filed on November 4, 2015).

10.4		Developer Distribution Agreement between Inner Four, Inc. and Stimulating Software, LLC, and Google, Inc., dated December 15, 2008 (Inner Four) and November 7, 2014 (Stimulating Software) (incorporated by reference to Exhibit 10.4 of the Form 10/A filed on November 4, 2015).

10.5		App Distribution and Services Agreement between Inner Four, Inc. and Stimulating Software, LLC, and Amazon Digital Services, Inc., Amazon Media EU S.a.r.l., Amazon Services International, Inc., Amazon Servicos de Varejo do Brasil Ltda., Amazon.com Int’l Sales, Inc., and Amazon Australia Services, Inc., dated December 15, 2008 (Inner Four) and November 7, 2014 (Stimulating Software) (incorporated by reference to Exhibit 10.5 of the Form 10/A filed on November 4, 2015).

10.6		Consulting Services Agreement between the Company and John Swartz, dated September 1, 2015 (incorporated by reference to Exhibit 10.6 of the Form 10/A filed on December 4, 2015).

10.7		Consulting Services Agreement between the Company and Chad Antonson, dated November 1, 2015 (incorporated by reference to Exhibit 10.7 of the Form 10/A filed on December 4, 2015).

10.8		Blanket Marketing and Artists Participation Agreement between Celebrity Games Corp. (now known as Play Celebrity Games, Inc.), and Celebrity Games Software, LLC (now known as Stimulating Software, LLC), and TopFan, dated April 30, 2015 (incorporated by reference to Exhibit 10.8 of the Form 10/A filed on December 4, 2015).

10.9		Artist Participation Agreement between Play Celebrity Games, Inc. and Stimulating Software, LLC, and Marcus Cooper, dated July 28, 2015 (incorporated by reference to Exhibit 10.9 of the Form 10/A filed on December 4, 2015).

10.10		Securities Purchase Agreement between the Company and JMJ Financial, dated February 24, 2016 (incorporated by reference to Exhibit 10.10 of the Form 10-K filed on June 8, 2016).

10.11		Convertible Promissory Note issued by the Company to JMJ Financial, dated February 23, 2016 (incorporated by reference to Exhibit 10.11 of the Form 10-K filed on June 8, 2016).

10.12		Common Stock Purchase Warrant issued to JMJ Financial by the Company, dated February 24, 2016 (incorporated by reference to Exhibit 10.12 of the Form 10-K filed on June 8, 2016).

10.13		Securities Purchase Agreement between the Company and EMA Financial, LLC, dated February 11, 2016 (incorporated by reference to Exhibit 10.13 of the Form 10-K filed on June 8, 2016).

10.14		10% Convertible Note issued by the Company to EMA Financial, LLC, dated February 11, 2016 (incorporated by reference to Exhibit 10.14 of the Form 10-K filed on June 8, 2016).

10.15		Settlement Agreement and Stipulation between the Company and Rockwell Capital Partners, Inc., dated May 31, 2016 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on June 9, 2016).

10.16		Form of Claim Purchase Agreement between the Company and Rockwell Capital Partners, Inc., dated May 31, 2016 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on June 9, 2016)

31		Rule 13a-14(a)/15d-14(a) Certification of Gregory Martin (filed herewith).

32		Section 1350 Certification of Gregory Martin (filed herewith).

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

~~On November 16, 2015 the Company issued 37 restricted shares of common stock to Mr. Acunto in payment of certain debts of the Company.~~22

On December 14, 2015 the Company issued 1,053 restricted shares of common stock in connection with the September 3, 2015 acquisition agreement to Team AJ, LLC (676) and AF Trust Company (377).

On February 5, 2016, the Company issued 1,184 restricted shares of common stock in connection with the September 3, 2015 acquisition agreement to Team AJ, LLC.

F-15

As various times between August 5, 2015 and December 31, 2016, Mr. Acunto loaned the Company a total of $64,589 (which is set forth in convertible note payable). These notes bear interest at the rate of 4% per annum; $2,510 in interest has been accrued on these notes as of December 31, 2016. During the year ended December 31, 2016, $4,990 of these loans were repaid. The principal amount outstanding at December 31, 2016 was $59,559.

On August 9, 2016, the Company issued 100,000,000 restricted shares of common stock to Mr. Fleming, the Company’s President, for services rendered and to be rendered to the Company.

NOTE 7 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company’s liabilities significantly exceed its assets, certain notes payable are in default and the Company has generated minimal revenue. This raises substantial doubt about the Company's ability to continue as a going concern. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from this uncertainty.

The Company’s activities to date have been supported by debt and equity financing. It has sustained losses in all previous reporting periods with an accumulated deficit of $135,681,801 as of December 31, 2016. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. In the alternative, the Company may be amenable to a sale, merger or other acquisition in the event such transaction is deemed by management to be in the best interests of the shareholders.

NOTE 8 – COMMON STOCK

On April 27, 2015, the Company completed a 3,000 to 1 reverse split of its issued and outstanding shares of common stock and on August 8, 2016 completed a 19,000 to 1 reverse split of its issued and outstanding shares of common stock. All shares and per share information in the accompanying consolidated financial statements has been retroactively restated to reflect these two reverse stock splits.

During the year ended December 31, 2016, the Company issued shares of its common stock as follows:

	●	1,001 shares of common stock to consultants as compensation for services valued at $3,975,653. The value was based on the market price of the Company’s common stock at the date of issuance;
	●	1,202 shares of common stock under the September 3, 2015 acquisition agreement valued at $2,280,331. The value was based on the market price of the Company’s common stock at the date of issuance;

F-16

● 2,317,304 shares of common stock for the conversion of $90,962 in debt; ● 263 shares of common stock for financing costs valued at $10,500. The value was based on the market price of the Company’s common stock at the date of issuance; ● 249 shares of common stock for the conversion of 0 shares of preferred stock; ● 6,500,000 shares of common stock for the exercise of stock options; ● 85,065 shares of common stock for the cashless exercise of warrants; and ● 100,000,000 shares of common stock to Mr. John Fleming as compensation for services rendered valued at $100,000. The value approximates the value of the services rendered was based on the par value of the Company’s common stock.

NOTE 9 – OPTIONS

The following is a summary of stock option activity:

				Weighted
				Average
	Options			Exercise
	Outstanding			Price
Outstanding, December 31, 2015		--
Granted		6,500,000		$	0.15
Forfeited		--
Exercised		(6,500,000	)	$	0.15
Outstanding, December 31, 2016		--
Exercisable, December 31, 2016		--

For options granted during 2016 where the exercise price was less than the stock price at the date of the grant, the weighted-average fair value of such options was $2.45 and the weighted-average exercise price of such options was $0.15. No options were granted during 2016 where the exercise price was greater than the stock price or equal to the stock price at the date of grant.

The fair value of the stock options was expensed immediately as the options vested immediately. The Company recorded stock option expense of $15,925,010 during the year ended December 31, 2016.

The assumptions used in calculating the fair value of options granted using the Black-Scholes option- pricing model for options granted are as follows:

Risk-free interest rate	1.01	%
Expected life of the options	.001 year
Expected volatility	703	%
Expected dividend yield	0	%

F-17

EXHIBIT INDEX

Number		Description
2.1		Agreement and Plan of Merger between the Company and Syconet.com, Inc., a Delaware corporation, dated December 1, 2001 (incorporated by reference to Exhibit 2.1 of the Form 10 filed on October 7, 2015).
2.2		Purchase and Sale Agreement between the Company, on the one hand, and Sterling Yacht Sales, Inc., Glenn W. McMachen, Sr., and Arlene McMachen, on the other hand, dated March 19, 2010 (incorporated by reference to Exhibit 2.2 of the Form 10 filed on October 7, 2015).
2.3		Acquisition Agreement between the Company, on the one hand, and John Fleming, John Swartz, Team AJ, LLC, and Chasin, LLC, on the other hand, dated September 3, 2015 (including Exhibit A (Option); Exhibit B-1 (Stock Option Agreement); Exhibit B-2 (Stock Option Agreement); Exhibit C (Amended Certificate of Designation); Exhibit D (Design and License Agreement); Exhibit E (Registration Rights Agreement); Schedule 1.3 (Excluded Assets); Schedule 2.1 (Excluded Applications); Schedule 4.6 (Capitalization of GameCo. Companies); Schedule 4.10 (Assets of GameCo. Companies); Schedule 4.13 (Material Contracts of GameCo. Companies); Schedule 4.16 (Employees and Compensation Plans); Schedule 5.6 (Capitalization of Play Celebrity); Schedule 5.10 (All Assets, Tangible and Intangible, of Play Celebrity); Schedule 5.13 (Material Contracts); Schedule 5.16 (Employees and Compensation Plans); Schedule 6.8(a); Schedule 6.8(b); Schedule 6.8(c); Schedule 6.11 (All Assets, Tangible and Intangible, of InCapta); Schedule 6.13 (Material Contracts); Schedule 6.16 (Employees and Compensation Plans) (incorporated by reference to Exhibit 2.3 of the Form 10 filed on October 7, 2015).
3.1		Articles of Incorporation, dated December 19, 2001 (incorporated by reference to Exhibit 3.1 of the Form 10 filed on October 7, 2015).
3.2		Certificate of Amendment to Articles of Incorporation, dated November 21, 2002 (incorporated by reference to Exhibit 3.2 of the Form 10 filed on October 7, 2015).
3.3		Certificate of Amendment to Articles of Incorporation, dated March 5, 2003 (incorporated by reference to Exhibit 3.3 of the Form 10 filed on October 7, 2015).
3.4		Certificate of Amendment to Articles of Incorporation, dated July 11, 2003 (incorporated by reference to Exhibit 3.4 of the Form 10 filed on October 7, 2015).

3.5		Certificate of Amendment to Articles of Incorporation, dated January 26, 2004 (incorporated by reference to Exhibit 3.5 of the Form 10 filed on October 7, 2015).
3.6		Certificate of Amendment to Articles of Incorporation, dated December 16, 2004 (incorporated by reference to Exhibit 3.6 of the Form 10 filed on October 7, 2015).
3.7		Certificate of Amendment to Articles of Incorporation, dated July 19, 2005 (incorporated by reference to Exhibit 3.7 of the Form 10 filed on October 7, 2015).
3.8		Certificate of Amendment to Articles of Incorporation, dated March 21, 2006 (incorporated by reference to Exhibit 3.8 of the Form 10 filed on October 7, 2015).
3.9		Certificate of Amendment to Articles of Incorporation, dated December 10, 2007 (incorporated by reference to Exhibit 3.9 of the Form 10 filed on October 7, 2015).
3.10		Certificate of Amendment to Articles of Incorporation, dated May 7, 2009 (incorporated by reference to Exhibit 3.10 of the Form 10 filed on October 7, 2015).
3.11		Certificate of Amendment to Articles of Incorporation, dated October 21, 2015 (incorporated by reference to Exhibit 3.11 of the Form 10/A filed on November 4, 2015).
3.12		Certificate of Amendment to Articles of Incorporation, dated December 21, 2015 (incorporated by reference to Exhibit 3.12 of the Form 10-K filed on June 8, 2016).
3.13		Bylaws (incorporated by reference to Exhibit 3.11 of the Form 10 filed on October 7, 2015).
4.1		Certificate of Designation (Series A Convertible Preferred Stock), dated April 23, 2008 (incorporated by reference to Exhibit 4.1 of the Form 10 filed on October 7, 2015).
4.2		Amended Certificate of Designation (Series A Convertible Preferred Stock), dated September 9, 2015 (incorporated by reference to Exhibit C of Exhibit 2.3 of the Form 10 filed on October 7, 2015).
10.1		Promissory Note issued by the Company to Peter Lambert, dated March 17, 2015 (incorporated by reference to Exhibit 10.1 of the Form 10 filed on October 7, 2015).
10.2		First Amendment to Promissory Note issued by the Company to Peter Lambert, dated June 12, 2015 (incorporated by reference to Exhibit 10.2 of the Form 10 filed on October 7, 2015).

10.3		Developer Agreement between Inner Four, Inc., Stimulating Software, LLC and Play Celebrity, Inc., and Apple, Inc., dated December 15, 2008 (Inner Four), November 7, 2014 (Stimulating Software), and October 12, 2015 (Play Celebrity) (incorporated by reference to Exhibit 10.3 of the Form 10/A filed on November 4, 2015).
10.4		Developer Distribution Agreement between Inner Four, Inc. and Stimulating Software, LLC, and Google, Inc., dated December 15, 2008 (Inner Four) and November 7, 2014 (Stimulating Software) (incorporated by reference to Exhibit 10.4 of the Form 10/A filed on November 4, 2015).
10.5		App Distribution and Services Agreement between Inner Four, Inc. and Stimulating Software, LLC, and Amazon Digital Services, Inc., Amazon Media EU S.a.r.l., Amazon Services International, Inc., Amazon Servicos de Varejo do Brasil Ltda., Amazon.com Int’l Sales, Inc., and Amazon Australia Services, Inc., dated December 15, 2008 (Inner Four) and November 7, 2014 (Stimulating Software) (incorporated by reference to Exhibit 10.5 of the Form 10/A filed on November 4, 2015).
10.6		Consulting Services Agreement between the Company and John Swartz, dated September 1, 2015 (incorporated by reference to Exhibit 10.6 of the Form 10/A filed on December 4, 2015).
10.7		Consulting Services Agreement between the Company and Chad Antonson, dated November 1, 2015 (incorporated by reference to Exhibit 10.7 of the Form 10/A filed on December 4, 2015).
10.8		Blanket Marketing and Artists Participation Agreement between Celebrity Games Corp. (now known as Play Celebrity Games, Inc.), and Celebrity Games Software, LLC (now known as Stimulating Software, LLC), and TopFan, dated April 30, 2015 (incorporated by reference to Exhibit 10.8 of the Form 10/A filed on December 4, 2015).
10.9		Artist Participation Agreement between Play Celebrity Games, Inc. and Stimulating Software, LLC, and Marcus Cooper, dated July 28, 2015 (incorporated by reference to Exhibit 10.9 of the Form 10/A filed on December 4, 2015).

10.10		Securities Purchase Agreement between the Company and JMJ Financial, dated February 24, 2016 (incorporated by reference to Exhibit 10.10 of the Form 10-K filed on June 8, 2016).
10.11		Convertible Promissory Note issued by the Company to JMJ Financial, dated February 23, 2016 (incorporated by reference to Exhibit 10.11 of the Form 10-K filed on June 8, 2016).
10.12		Common Stock Purchase Warrant issued to JMJ Financial by the Company, dated February 24, 2016 (incorporated by reference to Exhibit 10.12 of the Form 10-K filed on June 8, 2016).
10.13		Securities Purchase Agreement between the Company and EMA Financial, LLC, dated February 11, 2016 (incorporated by reference to Exhibit 10.13 of the Form 10-K filed on June 8, 2016).
10.14		10% Convertible Note issued by the Company to EMA Financial, LLC, dated February 11, 2016 (incorporated by reference to Exhibit 10.14 of the Form 10-K filed on June 8, 2016).
10.15		Settlement Agreement and Stipulation between the Company and Rockwell Capital Partners, Inc., dated May 31, 2016 (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on June 9, 2016).
10.16		Form of Claim Purchase Agreement between the Company and Rockwell Capital Partners, Inc., dated May 31, 2016 (incorporated by reference to Exhibit 10.2 of the Form 8-K filed on June 9, 2016)
31		Rule 13a-14(a)/15d-14(a) Certification of John Fleming (filed herewith).
32		Section 1350 Certification of John Fleming (filed herewith).

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