SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q

[ X ] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarter ended ~~January~~April 3130, 2016

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to ___________

Commission file number: 000-1591157

POCKET GAMES, INC.

(Exact name of registrant as specified in its charter)

Florida		46-3813936
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

445 Central Ave. Suite 355 Cedarhurst, New York		11516
(Address of principal executive offices)		(Zip Code)

(347) 460-9994

(Registrant’s telephone number, including area code)

Not Applicable

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes☒ ☒ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if a smaller reporting company)

Smaller reporting company ☒

Table of Contents

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: ~~107~~7,~~671~~866,~~432~~897,522 shares of common stock are issued and outstanding as of ~~March~~August 1827, ~~2016~~2018.

Table of Contents

POCKET GAMES, INC.

FORM 10-Q

~~January~~April 3130, 2016

TABLE OF CONTENTS

		~~Page No.~~	Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements.	3		4
	Balance Sheets as of January 31, 2016(Unaudited) and October 31, 2015	3
	Balance Sheets as of April 30, 2016 (Unaudited) and October 31, 2015			4
	Statements of Operations for the Three Months Ended January 31, 2016 and 2015(Unaudited)	4
	Statements of Operations for the Three and Six Months Ended April 30, 2016 and 2015 (Unaudited)			5
	Statement of Changes in Stockholders’ Equity (Deficit) for the Period from November 1, 2014 to January 31, 2016 (Unaudited)	5
	Statements of Cash Flows for the Six Months Ended April 30, 2016 and 2015 (Unaudited)			6
	Statements of Cash Flows for the Three Months Ended January 31, 2016 and 2015 (Unaudited)	6
	Notes to Unaudited Financial Statements			7-22
	Notes to Unaudited Financial Statements	7-22
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.			23
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.			27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	27
Item 4.	Controls and Procedures.			27
Item 4.	Controls and Procedures.	28
PART II - OTHER INFORMATION
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.			29
Item 1.	Legal Proceedings.	29
Item 1A.	Risk Factors.			29
Item 1A.	Risk Factors.	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.			29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	29
Item 3.	Defaults Upon Senior Securities.			29
Item 3.	Defaults Upon Senior Securities.	29
Item 4.	Mine Safety Disclosures.			29
Item 4.	Mine Safety Disclosures.	29
Item 5.	Other Information.			29
Item 5.	Other Information.	29
Item 6.	Exhibits.			30
Item 6.	Exhibits.	30

Table of Contents

PART 1 - FINANCIAL INFORMATION

~~Item~~ITEM 1. ~~Financial~~FINANCIAL ~~Statements~~STATEMENTS.

POCKET GAMES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED BALANCE SHEETS
ASSETS
	January 31,			October 31,
	April 30,			October 31,
	2016			2015
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	~~5,913~~261		$	24,404
Loan origination costs		~~15,037~~—			25,675
Other assets		~~1,736~~—			1,745
Total Current Assets		~~22,686~~261			51,824
Fixed assets		~~3,912~~—			4,420
TOTAL ASSETS	$	~~26,598~~261		$	56,244
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Bank overdraft	$	3,650		$	—
Accounts payable	$	42,637		$	49,834
Accounts payable		54,612			49,834
Accrued expenses, related parties		14,643			13,224
Accrued expenses, related parties		16,555			13,224
Accrued expenses		45,341			31,762
Accrued expenses		42,439			31,762
Accrued compensation		17,806			131,923
Accrued compensation		160,880			131,923
Loans payable, related parties		13,906			14,781
Derivative liability		~~550~~343,~~354~~036			1,369,662
Loans payable, related parties		14,781			14,781
Convertible debenture, net of discount of
$188,495 and $298,497, respectively		314,749			240,452
$124,160 and $298,497, respectively		573,152			240,452
Total Current Liabilities		1,~~158~~050,~~020~~521			1,851,638
TOTAL LIABILITIES		1,~~158~~050,~~020~~521			1,851,638
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, $0.0001 par value; 1,000,000,000 shares authorized
Preferred stock designated, Series A, $0.0001 par value, 1,000 and -0-
Preferred stock designated, Series AA, $0.0001 par value, 1,000 and -0-
shares issued and outstanding, respectively		—			—
Common stock, $0.0001 par value; 499,000,000 shares authorized,
Preferred stock designated, Series B, $0.0001 par value, -0- and 320,000
53,538,319 and 24,339,929 shares issued and outstanding, respectively		5,354			2,434
shares issued and outstanding, respectively		—			—
Additional paid-in capital		4,051,946			3,821,210
Preferred stock designated, Series C, $0.0001 par value, -0- and 270,000
Subscriptions payable, consisting of -0- and 155,400 shares, respectively		—			—
shares issued and outstanding, respectively		—			—
Subscriptions receivable		1,500			—
Common stock, $0.0001 par value; 50,000,000,000 shares authorized,
Accumulated deficit		(5,189,886	)		(5,618,984	)
273,651,647 and 24,339,929 shares issued and outstanding, respectively		27,365			2,434
Accumulated other comprehensive loss		(336	)		(54	)
Additional paid-in capital		4,658,245			3,821,210
Total Stockholders' Equity (Deficit)		(1,131,422	)		(1,795,394	)
Subscriptions payable		1,500			—
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	26,598		$	56,244
Accumulated deficit		(5,737,370	)		(5,618,984	)
The accompanying notes are an integral part of these consolidated financial statements.
Accumulated other comprehensive loss		—			(54	)
Total Stockholders' Equity (Deficit)		(1,050,260	)		(1,795,394	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	261		$	56,244
The accompanying notes are an integral part of these unaudited financial statements.

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POCKET GAMES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
	For the Three Months Ended						For the Six Months Ended
	January 31,
	April 30,						April 30,
	2016			2015			2016			2015
REVENUES
Revenues, related parties	$	29,006			—
Revenues	$	3,123		$	—		$	3,198		$	—
Revenues		5,265			—
Cost of revenues		—			—			(10,942	)		—
Cost of revenues		(10,942	)		—
Gross profit (loss)		3,123			—			(7,744	)		—
Gross profit (loss)		23,329			—
OPERATING EXPENSES
OPERATING EXPENSES
General and administrative		160,282			19,343			179,999			40,967
General and administrative		59,778			21,624
Officer compensation		36,000			60,000			85,606			120,000
Officer compensation		49,606			60,000
Professional fees		288,819			76,103			356,395			123,193
Professional fees		67,575			47,090
Total Operating Expenses		485,101			155,446			622,000			284,160
Total Operating Expenses		176,959			128,714
LOSS FROM OPERATIONS		(481,978	)		(155,446	)		(629,744	)		(284,160	)
LOSS FROM OPERATIONS		(153,630	)		(128,714	)
OTHER INCOME (EXPENSES)
OTHER INCOME (EXPENSES)
Gain on change in fair value of derivative liability		287,793			—			1,050,876			—
Gain on change in fair value of derivative liability		763,083			—
Interest expense		(232,542	)		(54,701	)		(399,211	)		(93,771	)
Interest expense		(166,669	)		(39,070	)
Gain (Loss) on settlement of debt		(126,617	)		—			(140,303	)		2,070
Gain on settlement of debt		—			2,070
Total Other Income (Expenses)		(71,366	)		(54,701	)		511,362			(91,701	)
Loss on debt conversion		(13,686	)		—
NET LOSS BEFORE INCOME TAXES		(553,344	)		(210,147	)		(118,382	)		(375,861	)
Total Other Income (Expenses)		582,728			(37,000	)
PROVISION FOR INCOME TAXES		—			—			—			—
NET INCOME (LOSS) BEFORE INCOME TAXES		429,098			(165,714	)
NET LOSS	$	(553,344	)	$	(210,147	)	$	(118,382	)	$	(375,861	)
PROVISION FOR INCOME TAXES		—			—
NET LOSS PER SHARE, BASIC AND FULLY DILUTED	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)
NET INCOME (LOSS)	$	429,098		$	(165,714	)
WEIGHTED AVERAGE NUMBER OF
NET INCOME (LOSS) PER SHARE, BASIC AND FULLY DILUTED	$	0.02		$	(0.01	)
SHARES OUTSTANDING, BASIC AND FULLY DILUTED		130,880,609			17,035,681			78,773,387			16,515,580
WEIGHTED AVERAGE NUMBER OF
The accompanying notes are an integral part of these unaudited financial statements.
SHARES OUTSTANDING, BASIC AND FULLY DILUTED		27,798,931			16,012,439
The accompanying notes are an integral part of these consolidated financial statements.

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POCKET GAMES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
CONDENSED STATEMENTS OF CASH FLOWS
From November 1, 2014 through January 31, 2016
(Unaudited)
(Unaudited)
	For the Six Months Ended
																				Accumulated
	April 30,
	Series A										Additional									Other			Total
	2016			2015
	Preferred Stock						Common Stock				Paid-In			Subscriptions			Accumulated			Comprehensive			Stockholders'
CASH FLOWS FROM OPERATING ACTIVITIES
	Shares			Amount			Shares		Amount		Capital			Payable			Deficit			Income			Equity (Deficit)
Net loss	$	(118,382	)	$	(375,861	)
Balance, November 1, 2014		1,000			—			15,540,000		1,554		2,945,426			10,878			(3,159,539	)		—			(201,681	)
Adjustments to reconcile net loss to net cash
Common stock issued for subscriptions
used by operating activities:
payable		—			—			155,400		16		10,862			(10,878	)		—			—			—
Amortization of loan origination costs		11,047			5,894
Common stock issued for services		—			—			1,795,000		180		206,053			25,000			—			—			231,233
Amortization of discount on convertible debenture		263,888			82,269
Common stock issued for accrued compensation		—			—			907,850		91		67,099			—			—			—			67,190
Addition of derivative warrants		139,242			—
Common stock issued for cash		—			—			1,230,000		123		12,177			—			—			—			12,300
Shares issued for services		315,075			87,505
Common stock issued for conversion of debt		—			—			2,211,679		221		49,947			—			—			—			50,168
(Gain) Loss on settlement of debt		140,303			(2,070	)
Common stock issued for subscriptions receivable		—			—			2,500,000		250		24,750			(25,000	)		—			—			—
Change in fair value of derivative liabilities		(1,050,876	)		—
Issuance of stock options		—			—			—		—		16,614			—			—			—			16,614
Changes in operating assets and liabilities:
Beneficial conversion feature of
Other current assets		1,745			—
convertible debenture		—			—			—		—		487,871			—			—			—			487,871
Bank overdraft		—			3,814
Foreign currency translation adjustment		—			—			—		—		411			—			—			(54	)		357
Accounts payable		(7,196	)		16,856
Net loss for the year ended
Accrued expenses, related parties		1,419			7,906
October 31, 2015		—			—			—		—		—			—			(2,459,445	)		—			(2,459,445	)
Accrued expenses		13,579			5,041
Balance, October 31, 2015		1,000		$	—			24,339,929	$	2,434	$	3,821,210		$	—		$	(5,618,984	)	$	(54	)	$	(1,795,394	)
Accrued officer compensation		(114,117	)		50,941
Common stock issued for services		—			—			3,900,000		390		58,185			1,500			—			—			60,075
Deferred revenues		—			8,983
Common stock issued for conversion of debt		—			—			25,298,390		2,530		68,676			—			—			—			71,206
Net Cash Used by Operating Activities		(404,273	)		(108,722	)
Loss on conversion of debt		—			—			—		—		13,686			—			—			—			13,686
CASH FLOWS FROM INVESTING ACTIVITIES
Settlement of derviative due to
Net affect of unwinding of acquisitions		219,951			—
debt conversion		—			—			—		—		90,206			—			—			—			90,206
Net Cash Provided by Investing Activities		219,951			—
Foreign currency translation adjustment		—			—			—		—		(17	)		—			—			(282	)		(299	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net income for the three months ended
Debt issuance costs		—			(6,000	)
January 31, 2016		—			—			—		—		—			—			429,098			—			429,098
Payments on loans payable, related parties		(875	)		(1,008	)
Balance, January 31, 2016		1,000		$	—			53,538,319	$	5,354	$	4,051,946		$	1,500		$	(5,189,886	)	$	(336	)	$	(1,131,422	)
Proceeds from sale of common stock		—			6,300
The accompanying notes are an integral part of these consolidated financial statements.
Proceeds from convertible debenture		161,000			109,000
Net Cash Provided by Financing Activities		160,125			108,292
Foreign currency translation		54			—
DECREASE IN CASH AND CASH EQUIVALENTS		(24,143	)		(430	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		24,404			430
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	261		$	—
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
Non-cash investing and financing activities:
Stock issued for conversion of debt	$	203,543		$	27,000
Stock issued for accrued compensation	$	—		$	47,885
Discount on beneficial conversion feature of convertible debentures	$	—		$	89,602
Derivative settlements	$	204,544		$	—
Issuance of debt discounts	$	89,552		$	—
Accounts payable and warrants converted to notes payable	$	216,339		$	—
The accompanying notes are an integral part of these unaudited financial statements.

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POCKET GAMES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the Three Months Ended
	January 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	429,098		$	(165,714	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Amortization of loan origination costs		—			2,996
Amortization of discount on convertible debenture		140,057			33,641
Depreciation expense		508			—
Shares and stock payable issued for services		60,075			29,750
Gain on settlement of debt		—			(2,070	)
Change in fair value of derivative liabilities		(756,097	)		—
Loss on conversion of debt		13,686			—
Changes in operating assets and liabilities:
Other current assets		10,647			—
Bank overdraft		3,650			7,374
Accounts payable		4,778			5,328
Accrued expenses, related parties		3,331			162
Accrued expenses		10,677			2,145
Accrued officer compensation		28,957			14,050
Deferred revenues		—			1,516
Net Cash Used by Operating Activities		(50,632	)		(70,822	)
CASH FLOWS FROM INVESTING ACTIVITIES		—			—
CASH FLOWS FROM FINANCING ACTIVITIES
Debt issuance costs		—			(6,000	)
Proceeds from convertible debenture		32,500			76,000
Proceeds from loans payable, related parties		—			392
Net Cash Provided by Financing Activities		32,500			70,392
Foreign curreny translation		(358	)		—
DECREASE IN CASH AND CASH EQUIVALENTS		(18,491	)		(430	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		24,404			430
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	5,913		$	—
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—
Non-cash investing and financing activities:
Settlement of derivative due to conversion	$	90,206		$	—
Stock issued for conversion of debt	$	71,205		$	—
Discount on convertible debentures	$	33,981		$	70,176
The accompanying notes are an integral part of these consolidated financial statements.

POCKET GAMES, INC.

6Notes to Condensed Financial Statements

~~Table~~April of30, ~~Contents~~2016

~~POCKET GAMES, INC.~~(Unaudited)

~~Notes~~Note to1 ~~Condensed~~- ~~Financial~~Nature ~~Statements~~of Business and Significant Accounting Policies

~~January~~Nature ~~31,~~of ~~2016~~Business

Pocket Games, Inc. (~~Unaudited~~the “Company”) was incorporated on October 4, 2013 (“Inception”) under the laws of the State of Florida. The Company is engaged in the development, marketing and sale of interactive games for mobile devices, tablets and computers. The Company has limited customers and products and revenues to date.

~~Note~~We 1develop games and provide end-end ~~Nature~~services for ofsoftware ~~Business~~and application development. We also have a dedicated division for server support and ~~Significant~~cloud management. Our clients ~~Accounting~~rely ~~Policies~~on us to support their core IT architecture and provide 24/7 support for their business critical infrastructure

~~Nature~~The Company has adopted a fiscal year end of October ~~Business~~31.

~~Pocket~~JOBS Games, Inc. (the “Company”) was incorporated on October 4, 2013 (“Inception”) under the laws of the State of Florida. The Company is engaged in the development, marketing and sale of interactive games for mobile devices, tablets and computers. The Company has limited customers and products and revenues to date.Act

OnThe ~~March~~Company ~~18,~~is ~~2015,~~an we“emerging ~~created~~growth ~~GodSpeed Games,~~company” ~~Ltd.,~~as adefined ~~limited company organized~~ in ~~accordance with~~ the ~~laws~~recently-enacted ofJOBS ~~India~~Act, and ais ~~wholly-owned~~eligible ~~subsidiary.~~to ~~GodSpeed~~take ~~operates~~advantage ~~out~~ of ~~Pune,~~ ~~India.~~certain ~~GodSpeed~~exemptions ~~Games~~from ~~provides~~various ~~Quality~~reporting ~~Assurance~~ and disclosure ~~testing~~requirements ~~services~~that ~~across~~are ~~all~~applicable ~~the~~to ~~major~~public ~~platforms~~companies ~~and~~that ~~has~~are ~~vast~~not ~~experience in~~“emerging ~~different~~growth ~~game genres~~companies.” ~~Our~~As ~~experienced~~an ~~team~~“emerging growth iscompany” aunder ~~mix~~the ofJOBS ~~hardcore~~Act, ~~gamers~~the ~~and~~Company ~~trained~~is ~~testing~~permitted ~~professionals~~to, ~~who understand both the technical~~ and ~~game-play~~intends ~~aspects~~to, ofrely aon ~~title.~~exemptions Wefrom ~~help~~certain ~~Game~~reporting and ~~Studios~~disclosure torequirements, ~~stay~~which ~~competitive~~may inmake ~~the~~our ~~challenging~~future ~~global~~public ~~market~~filings ~~and~~different ~~ensure they~~than ~~keep~~that ~~production~~of ~~costs~~other atpublic ~~a minimum~~companies.

OnSection ~~February~~107 9,of ~~2016,~~the ~~Pocket~~JOBS ~~Games,~~Act ~~Inc.~~provides ~~entered~~that an ~~into~~“emerging agrowth ~~Share~~company” ~~Exchange~~can ~~Agreement~~take ~~(the~~advantage ~~“Exchange~~of ~~Agreement”)~~the ~~with~~extended ~~Social~~transition ~~Technology~~period ~~Holdings,~~provided ~~Inc.,~~in aSection ~~Delaware corporation~~ 7(~~“STH”~~a)~~, AEL Irrevocable Trust~~ (~~“AIT”~~2)~~, Sugar House Trust~~ (~~“SHT”,~~B) ~~and~~of ~~together with AIT,~~ the ~~“STH~~Securities ~~Majority~~Act ~~Shareholders”)~~for ~~and~~complying ~~David~~with ~~Lovatt,~~new ~~the~~or ~~principal~~revised ~~and~~accounting ~~controlling~~standards. ~~shareholder~~In ofother ~~the~~words, ~~Company~~an (“~~Lovatt~~emerging growth company”) ~~regarding~~can ~~the~~delay ~~acquisition by~~ the ~~Company~~adoption ~~from~~of ~~the~~certain ~~STH~~new ~~Majority~~accounting ~~Shareholders~~standards ofuntil ~~20,000,000~~those ~~shares~~standards ofwould ~~Class~~otherwise Aapply ~~common~~to ~~stock,~~private ~~par~~companies. ~~value~~The ~~$0.0001~~Company ~~per~~has ~~share,~~elected ofto ~~STH~~use (the ~~“STH~~extended ~~Class~~transition Aperiod ~~Common~~for ~~Stock”)~~complying ~~and~~with ~~2,000,000~~new ~~shares~~or ofrevised ~~Class~~accounting Bstandards ~~common~~under ~~stock,~~Section 102(b)(2) ~~par~~of ~~value $0.0001~~the ~~per~~JOBS ~~share~~Act, ofthat ~~STH~~allows (the ~~“STH~~Company ~~Class~~to Bdelay ~~Common~~the ~~Stock”).~~adoption ~~The~~of ~~STH~~new ~~Class~~or Arevised ~~Common~~accounting ~~Stock~~standards ~~and~~that ~~the~~have ~~STH~~different effective ~~Class~~dates Bfor ~~Common Stock~~public ~~transferred~~and toprivate ~~the~~companies ~~Company~~until bythose ~~the~~standards ~~STH~~apply ~~Majority~~to ~~Shareholders~~private ~~constitute~~companies. ~~80%~~As ofa ~~the~~result ~~issued~~of ~~and~~this ~~outstanding~~election, the ~~shares~~Company’s offinancial ~~STH~~statements ~~Class A~~may ~~Common~~not ~~Stock~~be ~~and~~comparable ~~100%~~to ofcompanies ~~the~~that ~~STH~~comply ~~Class~~with Bpublic ~~Common~~company ~~Stock~~effective dates.

InThe ~~exchange~~Company ~~for~~will ~~the~~remain ~~STH~~an ~~Class A Common Stock~~“emerging ~~and~~growth ~~STH~~company” ~~Class~~until ~~B Common Stock,~~ the ~~Company~~earliest ~~issued~~of: to(i) the ~~STH~~last ~~Majority~~day ~~Shareholders an aggregate~~ of ~~320,000 shares of non-redeemable, voting convertible shares of Series B preferred stock of~~ the ~~Company~~fiscal ~~(the~~year ~~“Company~~during ~~Series~~which Bwe ~~Preferred~~had ~~Stock”). In~~total ~~addition,~~annual ~~Lovatt,~~gross ~~as the owner~~ revenues of $1~~,000~~ ~~shares,~~billion or ~~100%~~more, of(ii) ~~Company’s~~the ~~Series~~last Aday ~~Preferred~~of ~~Stock,~~the ~~returned~~fiscal ~~such~~year ~~shares~~following to the ~~Company~~fifth ~~treasury,~~anniversary inof ~~exchange for which~~ the ~~Company~~date ~~reissued 500 shares~~ of ~~such Series A Preferred Stock to~~ the ~~STH~~first ~~Majority Shareholders,~~sale ~~and 500 shares~~ of ~~Company~~our common ~~Series~~stock Apursuant ~~Preferred~~to ~~Stock,~~an ~~together~~effective ~~with~~registration 80statement,~~000~~ ~~shares~~(iii) ofthe ~~Company~~date ~~Series~~on Bwhich ~~Preferred Stock, to Lovatt. Each share of~~ the Company’s ~~Series~~has, Aduring ~~Preferred Stock entitles~~ the ~~holder(s)~~previous to3-year period, ~~cast~~issued ~~50,000~~more ~~votes~~than at$1 ~~any~~billion ~~meeting of~~in ~~Company~~non-convertible ~~stockholders~~debt or in(iv) ~~connection~~the ~~with~~date ~~any~~on ~~consents~~which ~~required~~the of Company ~~common~~is ~~stockholders.~~deemed ~~After~~a ~~the~~“large ~~share exchange, Lovatt~~accelerated ~~will~~filer” ~~maintain~~as ~~control~~defined ofunder the ~~Company~~federal securities laws.

WeUse ~~develop~~of games and provide end-end services for software and application development. We also have a dedicated division for server support and cloud management. Our clients rely on us to support their core IT architecture and provide 24/7 support for their business critical infrastructureEstimates

The ~~Company~~preparation ~~has~~of ~~adopted~~financial astatements ~~fiscal~~in conformity ~~year~~with ~~end~~accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date ~~October~~of 31the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~JOBS~~Segment ~~Act~~Reporting

~~The~~Under ~~Company~~FASB isASC ~~an “emerging growth company” as defined in the recently~~280-~~enacted JOBS Act~~10-50, and is eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not “emerging growth companies.” As an “emerging growth company” under the ~~JOBS Act, the~~ Company isoperates as ~~permitted~~a ~~to,~~single segment and ~~intends~~will ~~to,~~evaluate ~~rely~~additional onsegment ~~exemptions from certain reporting and~~ disclosure requirements, ~~which~~as ~~may~~it ~~make~~expands ~~our~~its ~~future public filings different than that of other public companies~~operations.

~~Section~~Fair ~~107~~Value of ~~the~~Financial JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company effective dates.Instruments

7Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued interest reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company also had debt instruments that required fair value measurement on a recurring basis.

~~Table~~Foreign ofCurrency ~~Contents~~Transactions

~~POCKET~~The ~~GAMES~~Company translates foreign currency transactions to the Company's functional currency (United States Dollar), ~~INC~~at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

~~Notes to Condensed Financial Statements~~7

~~January~~Table ~~31,~~of ~~2016~~Contents

~~(Unaudited)~~POCKET GAMES, INC.

~~The~~Notes Company will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to anCondensed ~~effective~~Financial registration statement, (iii) the date on which the Company has, during the previous 3-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which the Company is deemed a “large accelerated filer” as defined under the federal securities laws.Statements

~~Use~~April of30, ~~Estimates~~2016

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

~~Segment~~Cash ~~Reporting~~and Cash Equivalents

~~Under~~Cash ~~FASB~~and ~~ASC~~cash ~~280-10-50,~~equivalents ~~the~~consist ~~Company~~of ~~operates~~cash and asshort-term ahighly ~~single~~liquid ~~segment~~investments purchased with original maturities of three months or less. Cash and ~~will~~cash ~~evaluate~~equivalents ~~additional~~at ~~segment~~April 30, ~~disclosure~~2016 ~~requirements~~and asOctober it31, ~~expands~~2015 ~~its~~were ~~operations~~$261 and $24,404, respectively.

~~Fair~~Accounts ~~Value~~Receivable ofand ~~Financial~~Allowance ~~Instruments~~for Doubtful Accounts

~~Under~~Accounts ~~FASB~~receivable ~~ASC~~may ~~820-10-05,~~result ~~the~~from ~~Financial~~our ~~Accounting~~product ~~Standards~~sales ~~Board~~or ~~establishes~~outsourced aapplication ~~framework~~development ~~for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements~~services. ~~This~~Management ~~Statement~~must ~~reaffirms~~make ~~that~~estimates ~~fair~~of ~~value is~~ the ~~relevant~~uncollectability ~~measurement attribute. The adoption~~ of ~~this~~ ~~standard~~accounts ~~did not have a material effect on the Company’s financial statements as reflected herein~~receivables. Management ~~The~~specifically ~~carrying~~analyzed ~~amounts of~~customer ~~cash~~concentrations, ~~accounts~~customer ~~payable~~credit-worthiness, ~~and~~current ~~accrued~~economic ~~interest~~trends ~~reported~~and onchanges ~~the~~in ~~balance sheet are estimated by management to approximate fair value~~customer ~~primarily~~payment ~~due~~terms towhen evaluating the ~~short~~adequacy ~~term nature~~ of the ~~instruments.~~allowance ~~The~~for ~~Company~~doubtful ~~also had debt instruments that required fair value measurement on a recurring basis~~accounts.

~~Foreign~~Loan ~~Currency~~Origination ~~Transactions~~Costs

~~The~~Loan ~~Company~~origination ~~translates~~costs ~~foreign~~consist ~~currency~~of ~~transactions~~legal fees toand the ~~Company's~~associated ~~functional~~costs ~~currency~~of ~~(United~~debt ~~States~~financing. ~~Dollar),~~The atcosts ~~the~~are ~~exchange~~being ~~rate~~amortized ~~effective~~over onthe life of the ~~invoice~~debt ~~date.~~associated Ifwith ~~the~~each ~~exchange~~cost. ~~rate~~During ~~changes~~the ~~between~~six ~~the~~months ~~time~~ended ofApril ~~purchase~~30, ~~and~~2016, the ~~time~~Company ~~actual~~recorded ~~payment~~amortization isexpense ~~made~~of $22,047 awhich ~~foreign~~is ~~exchange~~included ~~transaction~~in ~~gain~~interest expense oron ~~loss~~the ~~results which~~statement isof ~~included~~operations. inAs ~~determining~~of ~~net~~April ~~income~~30, ~~for~~2016, the ~~period~~Company had $14,628 of unamortized loan origination costs.

~~Cash~~Revenue ~~and Cash Equivalents~~Recognition

~~Cash~~The Company generates revenue from three sources; sale of game applications, sale of advertising provided with games, and ~~cash~~outsourced ~~equivalents~~application ~~consist~~development services. The Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of ~~cash~~an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured, ~~short-term~~which ~~highly~~is ~~liquid~~typically ~~investments~~after ~~purchased~~receipt ~~with~~of ~~original~~payment ~~maturities~~and delivery, net of ~~three~~any ~~months~~credit orcard ~~less~~charge-backs and refunds. ~~Cash~~Determination of criteria (3) and ~~cash~~(4) ~~equivalents~~are atbased ~~January~~on management’s judgment regarding the fixed nature of the selling prices of the products delivered ~~31,~~and ~~2016~~the collectability of those amounts. Provisions for discounts and ~~October~~rebates 31to customers, ~~2015~~estimated ~~were~~returns $5and allowances,~~913~~ and other ~~$24,404,~~adjustments ~~respectively~~are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenues on advertising are deferred and recognized ratably over the advertising period.

~~Accounts~~Concentration ~~Receivable and Allowance for Doubtful~~of ~~Accounts~~Revenue

~~Accounts~~Total ~~receivable~~revenue ~~may~~recognized ~~result~~were ~~from~~$3,198 ~~our~~and ~~product~~$-0- ~~sales~~for orthe ~~outsourced~~six ~~application~~months ~~development~~ended ~~services~~April 30, 2016 and 2015, respectively. ~~Management~~The ~~must~~Company ~~make~~entered ~~estimates~~into ofa ~~the~~contract ~~uncollectability~~with ofa ~~accounts~~related ~~receivables.~~party during ~~Management~~the ~~specifically~~fiscal ~~analyzed~~year ~~customer~~ended ~~concentrations~~October 31, ~~customer~~2015, ~~credit-worthiness~~whereby, ~~current~~the ~~economic~~Company ~~trends~~will perform testing on games and ~~changes~~application. inThe ~~customer~~revenue recognized ~~payment~~as ~~terms~~a ~~when~~result ~~evaluating~~of ~~the~~this ~~adequacy~~agreement ofis $-0- for the ~~allowance~~six ~~for~~months ~~doubtful~~ended ~~accounts~~April 30, 2016 and 2015, respectively.

~~Revenue~~Advertising ~~Recognition~~and Promotion

~~The~~All ~~Company~~costs ~~generates~~associated ~~revenue~~with ~~from three sources; sale of game applications, sale of~~ advertising ~~provided with games,~~ and ~~outsourced application development services. The Company~~promoting recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured, which is typically after receipt of payment and delivery, net of any credit card charge-backs and refunds. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products ~~delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments~~ are ~~provided~~expensed ~~for~~as ~~in the same period the related sales are recorded~~incurred. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenues on advertising are deferred and recognized ratably over the advertising period.

~~Concentration~~Research ~~of Revenue~~and Development

~~Total~~Expenditures ~~revenue~~for ~~recognized~~research ~~were $34,271~~ and ~~$-0-~~product development ~~for~~costs ~~the~~are ~~three~~expensed ~~months~~as ~~ended January 31, 2016 and 2015, respectively~~incurred. The Company ~~entered~~has ~~into~~expensed adevelopment ~~contract~~costs ~~with~~of a$-0- ~~related party~~ during the ~~fiscal~~six ~~year~~months ended ~~October~~April 3130, ~~2015,~~2016 ~~whereby, the Company will perform testing on games~~ and ~~application. The revenue recognized~~ ~~as a result of this agreement is $29~~2015,~~006~~ ~~out of the total $34,271 or 85% of total revenue and has been disclosed as revenues, related parties~~respectively.

8Income Taxes

~~Table~~The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of ~~Contents~~assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

~~POCKET~~Basic ~~GAMES,~~and ~~INC.~~Diluted Loss Per Share

~~Notes~~The tobasic ~~Condensed~~net ~~Financial~~loss ~~Statements~~per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure.

~~January 31, 2016~~8

~~(Unaudited)~~Table of Contents

~~Advertising~~POCKET ~~and~~GAMES, ~~Promotion~~INC.

~~All~~Notes ~~costs~~to ~~associated~~Condensed ~~with~~Financial ~~advertising and promoting products are expensed as incurred.~~Statements

~~Research~~April ~~and~~30, ~~Development~~2016

Expenditures for research and product development costs are expensed as incurred. The Company has expensed development costs of $-0- during the three months ended January 31, 2016 and 2015, respectively.(Unaudited)

~~Income~~Stock-Based ~~Taxes~~Compensation

The Company ~~recognizes~~adopted ~~deferred~~FASB ~~tax~~guidance ~~assets and~~on ~~liabilities~~ stock based oncompensation. ~~differences~~Under ~~between~~FASB ~~the~~ASC ~~financial~~718-10-30-2, ~~reporting~~all ~~and~~share-based ~~tax~~payments ~~basis~~to ofemployees, ~~assets~~including ~~and~~grants ~~liabilities~~of ~~using~~employee ~~the~~stock ~~enacted~~options, ~~tax~~to ~~rates~~be ~~and~~recognized ~~laws~~in ~~that~~the ~~are~~income ~~expected~~statement tobased beon intheir ~~effect~~fair ~~when~~values. ~~the~~Pro ~~differences~~forma ~~are~~disclosure ~~expected~~is tono belonger ~~recovered~~an alternative. The Company recognized ~~provides~~$313,075 ~~a valuation~~and ~~allowance~~$87,505 for ~~deferred~~services ~~tax~~and ~~assets~~compensation for ~~which~~the itsix ~~does~~months ~~not~~ended ~~consider~~April ~~realization~~30, of2016 ~~such~~and ~~assets~~2015, ~~to be more likely than not~~respectively.

~~Basic and Diluted~~Derivative ~~Loss Per Share~~Liability

The ~~basic~~Company ~~net~~evaluates ~~loss~~its ~~per~~convertible ~~common~~instruments, options, ~~share~~warrants isor ~~computed~~other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives byto ~~dividing~~be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the ~~net~~fair ~~loss~~value byof the ~~weighted~~derivative ~~average~~is ~~number~~marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of ~~common~~operations ~~shares~~as ~~outstanding~~other income (expense). ~~Diluted~~Upon ~~net~~conversion ~~loss~~or ~~per~~exercise ~~common~~of ~~share~~a derivative instrument, the instrument is ~~computed~~marked to fair value at the conversion date byand ~~dividing~~then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the ~~net~~fair ~~loss~~value ~~adjusted~~of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if ~~converted”~~any, ~~basis~~must be evaluated, followed by ~~the~~an ~~weighted~~evaluation ~~average~~of ~~number~~the ofinstrument's ~~common~~settlement ~~shares~~provisions. ~~outstanding~~The Company utilized ~~plus~~multinomial ~~potential~~lattice ~~dilutive~~models ~~securities~~that value the derivative liability within the notes based on a probability weighted discounted cash flow model. ~~For~~The Company utilized the ~~periods~~fair ~~presented,~~value ~~there~~standard ~~were~~set noforth ~~outstanding~~by ~~potential~~the ~~common~~Financial ~~stock~~Accounting ~~equivalents~~Standards ~~and~~Board, defined as the ~~therefore~~amount ~~basic~~at ~~and~~which ~~diluted~~the ~~earnings~~assets ~~per~~(or ~~share~~liability) ~~result~~could be bought (or incurred) or sold (or settled) in ~~the~~a ~~same~~current ~~figure~~transaction between willing parties, that is, other than in a forced or liquidation sale.

~~Stock-Based~~Recent ~~Compensation~~Accounting Pronouncements

~~The~~In ~~Company~~June ~~adopted~~2014, ~~FASB~~the ~~guidance~~Financial onAccounting Standards ~~stock~~Board ~~based~~(FASB) ~~compensation~~issued Accounting Standards Update (ASU) No. ~~Under~~2014-12, ~~FASB~~Compensation ~~ASC~~– Stock Compensation (Topic 718): Accounting for Share-~~10-30-2,~~Based ~~all~~Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based ~~payments~~compensation that require a specific performance target to be achieved in order for employees, ~~including~~to ~~grants~~become ofeligible to vest in the awards and that could be achieved after an employee completes the requisite ~~stock~~service ~~options~~period be treated as a performance condition. As such, tothe performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the ~~income~~period ~~statement~~in ~~based~~which onit ~~their~~becomes ~~fair~~probable ~~values~~that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ~~Pro~~If ~~forma~~the ~~disclosure~~performance istarget nobecomes ~~longer~~probable anof being achieved before the end of the requisite ~~alternative~~service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The ~~Company~~total amount of compensation cost recognized ~~$60,075~~during and ~~$29,750~~after ~~for~~the ~~services~~requisite service period should reflect the number of awards that are expected to vest and ~~compensation~~should ~~for~~be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the ~~three~~employee ~~months~~can ~~ended~~cease ~~January~~rendering ~~31,~~service and still be eligible to vest in the award if the performance target ~~2016~~is achieved. This new guidance is effective for fiscal years and ~~2015~~interim periods within those years beginning after December 15, 2015. ~~respectively~~Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

~~Derivative~~In June 2014, the FASB issued ASU No. 2014-10: ~~Liability~~Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.9

~~Recent~~Table ~~Accounting Pronouncements~~of Contents

InPOCKET ~~June 2014~~GAMES, ~~the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No~~INC. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the

9Notes to Condensed Financial Statements

~~Table~~April of30, ~~Contents~~2016

~~POCKET GAMES, INC.~~(Unaudited)

~~Notes~~consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to ~~Condensed~~the ~~Financial~~elimination ~~Statements~~of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

~~January~~Note ~~31,~~2 ~~2016~~- Going Concern

~~(Unaudited)~~As shown in the accompanying financial statements, the Company has incurred continuous losses from operations, has an accumulated deficit of $5,737,370, has a negative working capital of $1,050,260 and has cash on hand of $261 as of April 30, 2016, and has generated minimal revenues to date, all of which are from a related party. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short term operations through debt or equity investments, including loans from Officers and Directors. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

~~compensation~~The ~~cost~~financial ~~attributable~~statements todo ~~the~~not ~~period(s)~~include ~~for which the requisite~~any ~~service~~adjustments ~~has~~that ~~already~~might ~~been~~result ~~rendered.~~from If the ~~performance~~outcome ~~target becomes probable~~ of ~~being~~any ~~achieved~~uncertainty ~~before~~as ~~the~~to ~~end of~~ the ~~requisite service~~Company’s ~~period,~~ability the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to ~~vest~~continue ~~and~~as ~~should~~a begoing ~~adjusted to reflect those awards that ultimately vest~~concern. The ~~requisite~~financial ~~service period~~statements ~~ends~~also ~~when~~do ~~the~~not ~~employee~~include ~~can~~any ~~cease~~adjustments ~~rendering~~relating ~~service and still be eligible~~ to ~~vest in~~ the ~~award~~recoverability ~~if the performance target is achieved. This new guidance is effective for fiscal years~~ and ~~interim~~classification ~~periods~~of ~~within~~recorded ~~those years beginning after December 15,~~asset ~~2015.~~amounts, ~~Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted~~ or ~~modified~~amounts ~~after~~and ~~the~~classifications ~~effective~~of ~~date~~liabilities ~~or (b) retrospectively to all awards with performance targets~~ that ~~are~~might ~~outstanding~~be asnecessary ~~of the~~should ~~beginning of~~ the ~~earliest~~Company ~~annual~~be ~~period~~unable ~~presented in the financial statements and~~ to ~~all~~continue ~~new~~as ~~or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have~~ a ~~material impact on our financial position or results of operations~~going concern.

InNote ~~June~~3 ~~2014,~~– ~~the~~Fair ~~FASB~~Value ~~issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination~~ of ~~Certain~~ Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.Instruments

~~Note~~Under 2FASB ASC 820-10-5, ~~Going~~fair ~~Concern~~value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

AsThe ~~shown in the accompanying financial statements, the~~ Company has ~~incurred~~convertible ~~continuous~~notes ~~losses~~that ~~from operations, has an accumulated deficit of $5,189,886, has a negative working capital~~must ofbe ~~$1,135,334~~measured ~~and~~under ~~has~~the ~~cash~~new onfair ~~hand~~value ~~of $5,913 as of January 31, 2016, and has generated minimal revenues to date, all of which are from a related party~~standard. ~~These~~The ~~factors raise substantial doubt about the~~ Company’s ~~ability~~financial toassets ~~continue~~and asliabilities aare ~~going~~measured ~~concern.~~using ~~Management~~inputs from isthe ~~currently~~three ~~seeking~~levels ~~additional sources~~ of ~~capital~~the tofair ~~fund~~value ~~short term operations through debt or equity investments, including loans from Officers and Directors~~hierarchy. The ~~Company,~~three ~~however,~~levels ~~is dependent upon its ability to secure equity and/or debt financing and there~~ are ~~no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue~~ as ~~a going concern.~~follows:

~~The~~Level ~~financial~~1 ~~statements~~- doInputs ~~not~~are ~~include any~~unadjusted ~~adjustments~~quoted ~~that~~prices ~~might~~in ~~result~~active ~~from~~markets ~~the~~for ~~outcome~~identical ofassets any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or ~~amounts and classifications of~~ liabilities that ~~might be necessary should~~ the Company behas ~~unable~~the ability to ~~continue~~access asat athe ~~going~~measurement ~~concern~~date.

~~Note~~Level 32 –- ~~Fair~~Inputs ~~Value~~include ofquoted prices ~~Financial~~for ~~Instruments~~similar assets and 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, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

~~Under~~Level ~~FASB~~3 ~~ASC 820~~-~~10-5,~~ ~~fair~~Unobservable ~~value~~inputs ~~is defined~~that asreflect ~~the~~our ~~price~~assumptions ~~that~~about ~~would~~the beassumptions ~~received~~that ~~to sell an asset or paid to transfer a liability in an orderly transaction between~~ market participants at ~~the~~would ~~measurement~~use ~~date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy~~ in ~~order to~~pricing ~~increase~~ the ~~consistency~~asset ~~and~~or ~~comparability of fair value measurements and the related disclosures~~liability. ~~Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.~~

Table of Contents

POCKET GAMES, INC.

Notes to Condensed Financial Statements

~~January~~April 3130, 2016

(Unaudited)

The ~~Company~~following ~~has~~schedule ~~convertible~~summarizes ~~notes~~the ~~that must~~valuation beof ~~measured~~financial ~~under~~instruments ~~the~~at ~~new~~ fair value ~~standard.~~on ~~The~~a ~~Company’s~~non-recurring ~~financial~~basis ~~assets~~in ~~and liabilities are measured using inputs from~~ the ~~three~~balance ~~levels~~sheets as of ~~the~~April ~~fair~~30, ~~value~~2016 ~~hierarchy.~~and ~~The~~October ~~three~~31, ~~levels are as follows~~2015, respectively:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

	Fair Value Measurements at April 30, 2016
	Level 1		Level 2			Level 3
Assets
Cash	$	261	$	—		$	—
Total assets		261		—			—
Liabilities
Loans payable, related parties		—		13,906			—
Convertible debentures, net of discount of $124,160		—		—			573,152
Derivative liabilities		—		—			343,036
Total Liabilities		—		(13,906	)		(916,188	)
	$	261	$	(13,906	)	$	(916,188	)
	Fair Value Measurements at April 30, 2016
		Level 1		Level 2			Level 1
Assets
Cash	$	24,404	$	—		$	—
Total assets		24,404		—			—
Liabilities
Loans payable, related parties		—		14,781			—
Convertible debentures, net of discount of $298,497		—		—			240,452
Derivative liabilities		—		—			1,369,662
Total liabilities		—		(14,781	)		(1,610,114	)
	$	24,404	$	(14,781	)	$	(1,610,114	)

~~Level~~There 2were -no ~~Inputs~~transfers ~~include~~of ~~quoted prices~~financial ~~for similar~~ assets ~~and liabilities in active markets, quoted prices for identical~~ or ~~similar assets or~~ liabilities inbetween ~~markets that~~Level ~~are~~1 ~~not~~and ~~active,~~Level 2 inputs ~~other than quoted prices that are observable~~ for the ~~asset~~six ormonths ~~liability~~ended ~~(e.g.,~~April ~~interest rates~~30, ~~yield curves,~~2016 ~~etc.),~~ and ~~inputs~~the ~~that~~year ~~are~~ended ~~derived~~October ~~principally~~31, ~~from or corroborated by observable market data by correlation or other means (market corroborated inputs)~~2015.

Level 32 -liabilities ~~Unobservable~~consist ~~inputs~~of ~~that~~short term unsecured ~~reflect~~loans ~~our~~payable ~~assumptions~~to ~~about~~related ~~the~~parties. ~~assumptions~~No ~~that~~fair ~~market~~value ~~participants~~adjustment ~~would~~was ~~use~~necessary induring ~~pricing~~the six months ended April 30, 2016 and the ~~asset~~year ended orOctober ~~liability~~31, 2015.

~~The~~Level ~~following~~3 ~~schedule~~liabilities ~~summarizes~~consist ~~the~~of ~~valuation~~a total of $587,780 of ~~financial~~convertible ~~instruments~~debentures atand ~~fair~~related ~~value~~derivative onliability of $343,036 as of April 30, 2016. Level 3 liabilities consist of a ~~non-recurring~~total of ~~basis~~$240,452 inof ~~the~~convertible ~~balance~~debentures ~~sheets~~and related derivative liability of $1,369,662 as of ~~January~~October 31, 2015. A discount of $124,160 and $298,497 was recognized at April 30, 2016 and October 31, 2015, respectively:.

	Fair Value Measurements at January 31, 2016
		Level 1		Level 2			Level 1
Assets
Cash	$	5,913	$	—		$	—
Total assets		5,913		—			—
Liabilities
Loans payable, related parties		—		14,781			—
Convertible debentures, net of discount of $188,495		—		—			314,749
Derivative liabilities		—		—			550,354
Total Liabilities		—		(14,781	)		(865,103	)
	$	5,913	$	(14,781	)	$	(865,103	)

Note 4 – Related Party Transactions

	Fair Value Measurements at October 31, 2015
		Level 1		Level 2			Level 3
Assets
Cash	$	24,404	$	—		$	—
Total assets		24,404		—			—
Liabilities
Loans payable, related parties		—		14,781			—
Convertible debentures, net of discount of $298,497		—		—			240,452
Derivative liabilities		—		—			1,369,662
Total liabilities		—		(14,781	)		(1,610,114	)
	$	24,404	$	(14,781	)	$	(1,610,114	)

Promissory Note

~~There~~From ~~were~~time noto ~~transfers~~time ofthe ~~financial~~Company ~~assets~~received unsecured orloans, ~~liabilities~~bearing ~~between~~interest ~~Level~~at 112% ~~and~~per ~~Level~~annum, 2maturing ~~inputs~~on ~~for~~December ~~the~~31, ~~three~~2014 ~~months~~(in ~~ended~~default) ~~January~~from ~~31,~~one ~~2016~~of the Company’s Directors and ~~the~~Treasurer, ~~year~~as ~~ended~~disclosed ~~October~~in ~~31,~~Note ~~2015~~5.

~~Level~~Stock 2 liabilities consist of short term unsecured loans payable to related parties. No fair value adjustment was necessary during the three months ended January 31, 2016 and the year ended October 31, 2015.Issuances

~~Level~~On 3November ~~liabilities~~6, ~~consist~~2014, ofthe aCompany ~~total~~issued ~~of $314~~350,~~749~~000 ofshares ~~convertible~~to ~~debentures~~a ~~and~~ related ~~derivative~~party ~~liability~~ of ~~$550,354~~the Company as ofpayment ~~January~~for ~~31,~~compensation ~~2016.~~in ~~Level~~lieu 3of ~~liabilities~~cash. ~~consist~~The offair ~~a total~~value of ~~$240,452~~the ofcommon ~~convertible~~stock ~~debentures~~was ~~and related derivative liability of~~ $129,~~369,662~~750 based ason ofclosing ~~October~~stock ~~31,~~price ~~2015.~~of Athe ~~discount~~Company’s ~~of $188,495~~common ~~and~~stock ~~$298,497~~on ~~was~~the ~~recognized~~date atof ~~January~~grant ~~31,~~which ~~2016~~is ~~and~~the ~~October~~best ~~31,~~evidence ~~2015,~~of ~~respectively~~fair value.

11On February 17, 2015, the Company issued 478,850 shares of common stock to an officer of the Company as payment for accrued compensation in lieu of cash. The fair value of the common stock was $47,885 based on the closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.

~~Table of Contents~~11

~~POCKET~~Table ~~GAMES,~~of ~~INC.~~Contents

~~Notes~~POCKET toGAMES, ~~Condensed Financial Statements~~INC.

~~January~~Notes ~~31,~~to ~~2016~~Condensed Financial Statements

~~(Unaudited)~~April 30, 2016

~~Note 4 – Related Party Transactions~~(Unaudited)

~~Promissory~~On ~~Note~~June 4, 2015, the Company issued 429,000 shares of common stock to an officer of the Company as payment for accrued compensation in lieu of cash. The fair value of the common stock was $19,305 based on the closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.

~~From~~On ~~time~~September to9, ~~time~~2015, the Company ~~received~~issued ~~unsecured loans~~300,000 shares ~~bearing~~to ~~interest~~employees atof ~~12%~~the ~~per~~Company ~~annum,~~as ~~maturing~~payment onfor ~~December~~compensation ~~31,~~in ~~2014~~lieu ~~(in~~of ~~default)~~cash. ~~from~~The ~~one~~fair value of the common stock was $50,550 based on closing stock price of the Company’s ~~Directors and~~common ~~Treasurer,~~stock ason ~~disclosed~~the indate ~~Note~~of 5grant which is the best evidence of fair value.

~~Stock~~On ~~Issuances~~October 20, 2015, the Company issued 1,000,000 shares to employees of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $80,000 based on closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.

On November 6, 2014, the Company issued 350,000 shares to a related party of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $29,750 based on closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.Revenues

OnTotal ~~February~~revenue ~~17,~~recognized ~~2015~~were $3,198 and $-0- for the ~~Company~~six ~~issued~~months ~~478~~ended April 30,~~850 shares~~ of2016 ~~common~~and ~~stock~~2015, torespectively. anThe ~~officer~~Company ofentered ~~the~~into ~~Company~~a ascontract ~~payment~~with ~~for~~a ~~accrued~~related ~~compensation~~party induring the ~~lieu~~fiscal ofyear ~~cash.~~ended ~~The~~October ~~fair~~31, ~~value~~2015, ofwhereby, the ~~common~~ ~~stock~~Company ~~was~~will ~~$47,885~~perform ~~based~~testing on ~~the~~games ~~closing~~and ~~stock~~applications. ~~price~~The revenue recognized as a result of ~~the~~this ~~Company’s~~agreement ~~common~~is ~~stock~~$-0- onfor the ~~date~~six ofmonths ~~grant~~ended ~~which~~April is30, ~~the best~~1016 ~~evidence~~and of2015, ~~fair value~~respectively.

OnEmployment June 4, 2015, the Company issued 429,000 shares of common stock to an officer of the Company as payment for accrued compensation in lieu of cash. The fair value of the common stock was $19,305 based on the closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.Contracts

On ~~September~~October 94, ~~2015~~2013, the Company ~~issued~~entered ~~300,000~~into ~~shares~~two toemployment ~~employees~~agreements ofwith the ~~Company~~two asofficers ~~payment~~of ~~for~~the ~~compensation~~Company. inBoth ~~lieu~~agreements ofare ~~cash.~~for ~~The~~a ~~fair~~term ~~value~~ of ~~the~~three ~~common~~years ~~stock~~and ~~was~~require ~~$50,550~~monthly ~~based~~payments onof ~~closing~~$10,000 ~~stock~~to ~~price~~each ofofficer. ~~the~~Accrued ~~Company’s~~compensation ~~common~~was ~~stock~~$17,806 onand ~~the~~$129,835 ~~date~~at ofApril ~~grant~~30, ~~which~~2016 isand ~~the~~October ~~best~~31, ~~evidence~~2015, ~~of fair value~~respectively.

On October 20, 2015, the Company issued 1,000,000 shares to employees of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $80,000 based on closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.Rents

~~Revenues~~The Company leases office space from a shareholder and consultant (the “Landlord”). The amounts due to the Landlord were $3,500 and $2,000 as of April 30, 2016 and October 31, 2015, respectively. These amounts are included in accrued expenses, related parties on the accompanying balance sheets.

~~Total~~Note ~~revenue~~5 ~~recognized~~– ~~were~~Loans ~~$34~~Payable,~~271~~ ~~and~~Related $-0- for the three months ended January 31, 2016 and 2015, respectively. The Company entered into a contract with a related party during the fiscal year ended October 31, 2015, whereby, the Company will perform testing on games and applications. The revenue recognized as a result of this agreement is $29,006 out of the total $34,271 or 85% of total revenue and has been disclosed as revenues, related parties.Parties

~~Employment~~Loans ~~Contracts~~payable, related parties, consists of the following at April 30, 2016 and October 31, 2015, respectively:

On October 4, 2013, the Company entered into two employment agreements with the two officers of the Company. Both agreements are for a term of three years and require monthly payments of $10,000 to each officer. Accrued compensation was $160,880 and $131,923 at January 31, 2016 and October 31, 2015, respectively.

	April 30,		October 31,
	2016		2015
12% unsecured promissory note, bearing interest at 12% per annum from a related party, one of the Company’s Directors and Treasurer, maturing on December 31, 2014 (in default).	$	9,500	$	9,500
Miscellaneous loans, non-interest bearing, due on demand		4,406		5,281
	$	13,906	$	14,781

~~Rents~~The Company recognized interest expense of $762 and $287 during the six months ended April 30, 2016 and 2015, respectively. No interest has been paid to date.

The Company leases office space from a shareholder and consultant (the “Landlord”). The amounts due to the Landlord were $3,500 and $2,000 as of January 31, 2016 and October 31, 2015,respectively. These amounts are included in accrued expenses, related parties on the accompanying balance sheets.12

~~Note~~Table 5of ~~– Loans Payable, Related Parties~~Contents

~~Loans~~POCKET ~~payable~~GAMES, ~~related parties, consists of the following at January 31, 2016 and October 31, 2015, respectively:~~INC.

	January 31,		October 31,
	2016		2015
12% unsecured promissory note, bearing interest at 12% per annum from a related party, one of the Company’s Directors and Treasurer, maturing on December 31, 2014 (in default).	$	9,500	$	9,500
Miscellaneous loans, non-interest bearing, due on demand		5,281		5,281
	$	14,781	$	14,781

Notes to Condensed Financial Statements

~~The~~April ~~Company recognized interest expense of $438 and $287 during the three months ended January 31~~30, 2016 ~~and 2015, respectively. No interest has been paid to date.~~

12(Unaudited)

~~Table~~Note of6 ~~Contents~~– Convertible Debenture

~~POCKET~~Convertible ~~GAMES~~debentures consist of the following at April 30, ~~INC.~~2016 and October 31, 2015, respectively:

Notes to Condensed Financial Statements

	April 30,		October 31,
	2016		2015

Originated June 8, 2015, unsecured $53,000 convertible promissory note, which carries an 8% interest rate and matures on March 8, 2016 (“Vis Vires Note #2”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $-0- and $22,791, respectively). During the period ended January 31, 2016, the note holder elected to convert a total of $14,785 of principal in exchange for 6,247,581 shares; due to conversion within the terms of the note, no gain or loss was recognized.	$	—	$	30,209

Originated July 22, 2015, unsecured $38,000 convertible promissory note, which carries an 8% interest rate and matures on April 22, 2016 (“Vis Vires Note #3”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (51%) of the average of the three lowest closing bid prices of the Company’s common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $-0- and $24,873, respectively).		—		13,127

Originated August 17, 2015, unsecured $48,000 convertible promissory note, which carries an 8% interest rate and matures on May 20, 2016 (“Vis Vires Note #4”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (51%) of the average of the three lowest closing bid prices of the Company’s common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $5,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $-0- and $35,003, respectively).		—		12,997

Originated May 7, 2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 8, 2016 (“145 Carroll Note #1”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. (less unamortized discount on beneficial conversion feature of $686 and $2,311, respectively).		9,315		7,689

~~January 31, 2016~~13

~~(Unaudited)~~Table of Contents

~~Note~~POCKET 6GAMES, ~~– Convertible Debenture~~INC.

~~Convertible~~Notes ~~debentures~~to ~~consist~~Condensed ofFinancial ~~the following at January 31, 2016 and October 31, 2015, respectively:~~Statements

	January 31,		October 31,
	2016		2015
Originated June 8, 2015, unsecured $53,000 convertible promissory note, which carries an 8% interest rate and matures on March 8, 2016 (“Second Vis Vires Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% (outstanding principal plus unpaid interest), and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $5,065 and $22,791, respectively). During the period ended January 31, 2016, the note holder elected to convert a total of $14,785 of principal in exchange for 6,247,581 shares; due to conversion within the terms of the note, no gain or loss was recognized.	$	33,150	$	30,209
Originated July 22, 2015, unsecured $38,000 convertible promissory note, which carries an 8% interest rate and matures on April 22, 2016 (“Third Vis Vires Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (51%) of the average of the three lowest closing bid prices of the Company’s common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $12,160 and $24,873, respectively).		25,840		13,127
Originated August 17, 2015, unsecured $48,000 convertible promissory note, which carries an 8% interest rate and matures on May 20, 2016 (“Fourth Vis Vires Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (51%) of the average of the three lowest closing bid prices of the Company’s common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $5,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $19,061 and $35,003, respectively).		28,939		12,997
Originated May 7, 2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 8, 2016 (“First 145 Carroll Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares.(less unamortized discount on beneficial conversion feature of $185 and $2,311, respectively).		9,815		7,689

April 30, 2016

13(Unaudited)

Table of Contents


Originated August 26, 2015, unsecured $110,000 convertible promissory note, which carries a 10% interest rate and matures on May 8, 2016 (“JDF Note #3 – part of JDF Note #1”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. (less unamortized discount on beneficial conversion feature of $15,880 and $-0-, respectively).	48,400	—

Originated May 8, 2015, unsecured $110,000 convertible promissory note, which carries a 10% interest rate and matures on May 8, 2016 (“JDF Note #1”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $15,880 and $62,146, respectively). During the period ended April 30, 2016, the note holder elected to convert a total of $61,600 of principal in exchange for 7,700,000 shares; due to conversion within the terms of the note, no gain or loss was recognized.	—	47,854

Originated October 9, 2015, unsecured $61,600 convertible promissory note, which carries a 10% interest rate and matures on October 9, 2016 (“Second JDF Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest reported sales prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $36,182 and $57,897, respectively).	1,623	3,703

Originated January 5, 2016, unsecured $30,800 convertible promissory note ($8,000 received as of January 31, 2016), which carries a 8% interest rate and matures on January 5, 2017 (“Fourth JDF Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest reported sales prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $-0- and $-0-, respectively). In conjunction with this note, the company issued 1,512,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years.	8,000	—

Originated November 23, 2015, unsecured $200,000 convertible promissory note ($27,500 received as of January 31, 2016), which carries a one-time interest charge of 12%, and matures on November 23, 2017 (“Second JMJ Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the lowest trade price of the Company’s common stock for the twenty-five (25) trading days prior to the conversion date. (less unamortized discount due to derivative of $1,956 and $-0-, respectively).	25,544	—

~~POCKET GAMES, INC.~~14

~~Notes~~Table toof ~~Condensed Financial Statements~~Contents

~~January~~POCKET 31GAMES, ~~2016~~INC.

~~(Unaudited)~~Notes to Condensed Financial Statements

Originated May 8, 2015, unsecured $110,000 convertible promissory note, which carries a 10% interest rate and matures on May 8, 2016 (“First JDF Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $21,835 and $62,146, respectively). During the period ended January 31, 2016, the note holder elected to convert a total of $35,070 of principal in exchange for 7,700,000 shares; due to conversion within the terms of the note, no gain or loss was recognized.	53,095	47,854
Originated October 9, 2015, unsecured $61,600 convertible promissory note, which carries a 10% interest rate and matures on October 9, 2016 (“Second JDF Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest reported sales prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $42,413 and $57,897, respectively).	19,187	3,703
Originated January 5, 2016, unsecured $30,800 convertible promissory note ($8,000 received as of January 31, 2016), which carries a 8% interest rate and matures on January 5, 2017 (“Fourth JDF Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest reported sales prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $7,432 and $-0-, respectively). In conjunction with this note, the company issued 1,512,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years.	568	—
Originated November 23, 2015, unsecured $200,000 convertible promissory note ($25,000 received as of January 31, 2016), which carries a one-time interest charge of 12%, and matures on November 23, 2017 (“Second JMJ Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the lowest trade price of the Company’s common stock for the twenty-five (25) trading days prior to the conversion date. (less unamortized discount due to derivative of $23,709 and $-0-, respectively).	3,971	—
Originated May 27, 2015, unsecured $74,500 convertible promissory note, which carries an 8% interest rate and matures on November 27, 2015 (“First Minerva Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $4,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $-0- and $3,563, respectively).	74,500	70,937

April 30, 2016

14(Unaudited)

Table of Contents


Originated May 27, 2015, unsecured $74,500 convertible promissory note, which carries an 8% interest rate and matures on November 27, 2015 (“First Minerva Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $4,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $-0- and $3,563, respectively).	74,500	70,937

Originated June 29, 2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 28, 2016 (“Second Minerva Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. (less unamortized discount due to derivative of $2,688 and $2,974, respectively).	7,312	7,026

Originated July 9, 2015, unsecured $53,000 convertible promissory note, which carries a 10% interest rate and matures on July 9, 2016 (“First Essex Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the lowest closing price of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $-0- and $17,160, respectively). During the period ended April 30, 2016, the note holder elected to convert a total of $53,000 of principal in exchange for 11,170,809 shares. Due to excess share issuance of 2,026,129, the Company recognized a loss on conversion of $13,686; the excess shares were valued based on fair market value on the date of conversion.	—	35,840

Originated August 4, 2015 unsecured $20,350 convertible promissory note, which carries an 8% interest rate and matures on August 6, 2016 (“First Abramowitz Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock, or $0.00005 per share, for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $9,048 and $15,457, respectively). In conjunction with this note, the company issued 203,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years.	10,814	4,893

Originated September 10, 2015, unsecured $30,250 convertible promissory note, which carries an 8% interest rate and matures on September 10, 2016 (“First Vigere Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $16,229 and $26,035, respectively). In conjunction with this note, the company issued 298,029 common stock warrants (see note 7) with an exercise price of $0.11165 per share with a term of 5 years.	13,021	4,215

~~POCKET GAMES, INC.~~15

~~Notes~~Table toof ~~Condensed Financial Statements~~Contents

~~January~~POCKET 31GAMES, ~~2016~~INC.

~~(Unaudited)~~Notes to Condensed Financial Statements

~~Originated~~April ~~June 29~~30, ~~2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 28,~~ 2016 (“Second Minerva Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. (less unamortized discount due to derivative of $694 and $2,974, respectively). 9,306 7,026

Originated July 9, 2015, unsecured $53,000 convertible promissory note, which carries a 10% interest rate and matures on July 9, 2016 (“First Essex Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the lowest closing price of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $6,496 and $17,160, respectively). During the period ended January 31, 2016, the note holder elected to convert a total of $21,350 of principal in exchange for 11,170,809 shares. Due to excess share issuance of 2,026,129, the Company recognized a loss on conversion of $13,686; the excess shares were valued based on fair market value on the date of conversion.	25,154	35,840
Originated August 4, 2015 unsecured $20,350 convertible promissory note, which carries an 8% interest rate and matures on August 6, 2016 (“First Abramowitz Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock, or $0.00005 per share, for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $10,342 and $15,457, respectively). In conjunction with this note, the company issued 203,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years.	10,008	4,893
Originated September 10, 2015, unsecured $30,250 convertible promissory note, which carries an 8% interest rate and matures on September 10, 2016 (“First Vigere Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $18,431 and $26,035, respectively). In conjunction with this note, the company issued 298,029 common stock warrants (see note 7) with an exercise price of $0.11165 per share with a term of 5 years.	11,819	4,215
Originated October 15, 2015, unsecured $30,250 convertible promissory note, which carries an 8% interest rate and matures on October 15, 2016 (“Second Vigere Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $20,853 and $28,298, respectively). In conjunction with this note, the company issued 263,043 common stock warrants (see note 7) with an exercise price of $0.1265 per share with a term of 5 years.	9,397	1,962

(Unaudited)


Originated October 15, 2015, unsecured $30,250 convertible promissory note, which carries an 8% interest rate and matures on October 15, 2016 (“Second Vigere Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $19,024 and $28,298, respectively). In conjunction with this note, the company issued 263,043 common stock warrants (see note 7) with an exercise price of $0.1265 per share with a term of 5 years.	9,963	1,962

Originated February 8, 2016, unsecured $17,000 convertible promissory note, which carries a 10% interest rate and matures on February 8, 2017 (“Essex Global Note #2”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to forty-two percent (42%) of the lowest closing price of the Company’s common stock for the ten (10) trading days prior to the conversion date.	17,000	—

Originated February 8, 2016, unsecured $7,000 convertible promissory note, which carries a 10% interest rate and matures on February 8, 2017 (“Grant Note #1”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to forty-two percent (42%) of the lowest closing price of the Company’s common stock for the ten (10) trading days prior to the conversion date.	7,000	—

Originated February 8, 2016, unsecured $17,000 convertible promissory note, which carries a 10% interest rate and matures on February 8, 2017 (“Minerva Note #3”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to forty-two percent (42%) of the lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares.	7,312	—

Originated February 9, 2016, unsecured $143,995 convertible promissory note, which carries an 8% interest rate and is due on demand (“Polatoff Note #1”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to forty-two percent (42%) of the lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares.	143,995	—

Originated February 12, 2016, unsecured $130,007 convertible promissory note, which carries an 5% interest rate and matures on August 12, 2016 (“Crown Bridge Note #2”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-one percent (51%) of the lowest trading price of the Company’s common stock for the twenty (20) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares.	104,752	—

Originated February 18, 2016, unsecured $26,500 convertible promissory note, which carries an 8% interest rate and matures on February 18, 2017 (“Crown Bridge Note #1”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-one percent (51%) of the lowest trading price of the Company’s common stock for the twenty (20) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares.	25,369	—

~~Table of Contents~~16

~~POCKET~~Table ~~GAMES,~~of ~~INC.~~Contents

~~Notes~~POCKET toGAMES, ~~Condensed Financial Statements~~INC.

~~January~~Notes ~~31,~~to ~~2016~~Condensed Financial Statements

~~(Unaudited)~~April 30, 2016

Convertible debenture		314,749			240,452
Less: current maturities of convertible debenture		(314,749	)		(240,452	)
Long term convertible debenture	$	—		$	—

(Unaudited)

The Company recognized interest expense in the amount of $9,109 and $2,145 for the three months ended January 31, 2016 and 2015, respectively, related to the convertible debentures above.


Originated March 24, 2016, unsecured $48,000 convertible promissory note, which carries an 8% interest rate and matures on March 24, 2017 (“Vigere Capital Note #3”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date.		6,917			—

Originated March 17, 2016, unsecured $66,550 convertible promissory note, which carries an 8% interest rate and matures on March 17, 2017 (“Vigere Capital Note #5”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date.		57,343			—

Originated April 28, 2016, unsecured $10,000 loan, which carries a -0-% interest rate and matures on demand. The conversion feature is yet to be determined.		10,000			—

Convertible debenture		587,780			240,452
Less: current maturities of convertible debenture		(587,780	)		(240,452	)
Long term convertible debenture	$	—		$	—

InThe ~~addition, the~~ Company recognized ~~and~~interest ~~measured the~~expense ~~embedded beneficial conversion feature present~~ in ~~the convertible debts by allocating a portion of the proceeds equal to the~~ ~~intrinsic value of~~ the ~~feature~~amount ~~to additional paid-in-capital. The intrinsic value~~ of ~~the~~$12,006 ~~feature~~and ~~was~~$5,041 ~~calculated~~for on the ~~commitment date~~six ~~using~~months ~~the~~ended ~~effective~~April ~~conversion~~30, ~~price~~2016 ofand ~~the~~2015, ~~convertible~~respectively, ~~debt.~~related ~~This intrinsic value is limited~~ to the ~~portion of the proceeds allocated to the~~ convertible ~~debt~~debentures above.

~~The~~In ~~aforementioned~~addition, ~~accounting treatment~~a ~~resulted~~total inof a$62,000 ~~total~~of debt ~~discount~~issuance ~~equal~~cost towere ~~$33,981~~incurred pursuant ~~for~~to the ~~three~~closings ~~months~~of ~~ended~~the ~~January~~convertible ~~31,~~debentures ~~2016~~which ~~and~~are ~~$544,845~~being ~~for~~amortized ~~the year~~to ~~ended~~interest ~~October~~expense ~~31,~~over ~~2015.~~the ~~The~~term ~~discount~~of isthe ~~amortized~~debentures using onthe a straight line ~~basis~~method, which ~~approximated~~approximate the effective interest method. ~~due~~The toCompany ~~the~~recorded ~~short~~a ~~term~~total ~~duration~~ of ~~the note~~$22,047 ~~from the dates~~ of ~~issuance~~interest expense ~~until~~pursuant to the ~~stated~~amortization ~~redemption date~~ of the ~~debts, as~~issuance ~~noted~~cost ~~above.~~during ~~During~~ the ~~three~~six months ended ~~January~~April 3130, 2016 ~~and 2015, the Company recorded debt amortization expense in the amount of $143,973 and $33,641, respectively, attributed to the aforementioned debt discount~~.

In ~~addition,~~accordance awith ASC ~~total of $51~~815-15,~~000~~ ofthe ~~debt~~Company ~~issuance~~determined ~~cost~~that ~~were incurred pursuant to~~ the ~~closings~~variable ofconversion ~~the~~features ~~convertible~~and ~~debentures~~shares ~~which are being amortized~~ to ~~interest~~be ~~expense~~issued ~~over~~represented ~~the~~derivative ~~term of the debentures~~features, ~~using~~and ~~the~~these ~~straight~~are ~~line~~shown ~~method,~~as ~~which~~derivative ~~approximate~~liabilities on the ~~effective~~balance ~~interest method~~sheet. The Company ~~recorded~~calculated athe ~~total~~fair ofvalue ~~$10,638~~ of ~~interest expense pursuant to~~ the ~~amortization~~compound ofembedded derivative ~~the~~associated ~~issuance~~with ~~cost during~~ the ~~three~~convertible ~~months~~debentures ~~ended~~utilizing ~~January~~a ~~31,~~lattice ~~2016~~model.

InThe ~~accordance~~aforementioned ~~with~~accounting treatment resulted ~~ASC~~in ~~815-15,~~a ~~the~~total ~~Company~~debt ~~determined~~discount ~~that~~equal ~~the~~to ~~variable~~$124,160 ~~conversion~~as ~~features~~of April 30, 2016 and ~~shares~~$298,497 tofor bethe ~~issued~~year ~~represented~~ended ~~derivative~~October ~~features~~31, 2015. The discount ~~and~~is ~~these~~amortized ~~are~~on ~~shown~~a asstraight ~~derivative~~line ~~liabilities~~basis, onwhich approximated the ~~balance~~effective ~~sheet.~~interest ~~The~~method ~~Company~~due ~~calculated~~to the ~~fair~~short ~~value~~term duration of the ~~compound~~note, from ~~embedded~~the dates of issuance until the stated redemption date of the debts, as noted above. During the six months ended April 30, ~~derivative~~2016 ~~associated~~and ~~with~~2015, the ~~convertible~~Company ~~debentures~~recorded ~~utilizing~~debt aamortization ~~lattice~~expense ~~model~~in the amount of $263,888 and $82,269, respectively, attributed to the aforementioned debt discount.

~~Note~~During 7the –six months ~~Derivative~~ended ~~Liability~~April 30, 2016, the Company converted accrued compensation of $143,995 and warrants of $66,550 into convertible debentures.

~~As discussed in~~ Note 67 ~~under Convertible Debentures,~~– ~~the~~Derivative Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date.Liability

~~The~~As ~~fair~~discussed ~~values~~in ofNote 6 under Convertible Debentures, the Company’s ~~derivative liabilities~~issued ~~were~~convertible ~~estimated~~notes atpayable that provide for the issuance ~~date~~of ~~and~~convertible ~~are~~notes ~~revalued~~with atvariable ~~each~~conversion ~~subsequent~~provisions. The ~~reporting~~conversion ~~date~~terms of the convertible notes are variable based on certain factors, ~~using~~such aas ~~multinomial~~the ~~lattice~~future price of the Company’s ~~model~~common stock. The number of shares of common stock to be issued is based on the future price of the Company’s ~~current~~common ~~convertible~~stock. The ~~debt~~number ~~derivative~~of ~~liabilities~~shares ~~were~~of ~~$550~~common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit,~~354~~ the equity environment is tainted and ~~$1,369,662~~all atadditional ~~January~~convertible 31debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, ~~2016~~the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative ~~October~~liabilities ~~31, 2015,~~on ~~respectively~~the issuance date.

The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recognized current derivative liabilities of $550,354 and $1,369,662 at January 31, 2016 and October 31, 2015, respectively. The change in fair value of the derivative liabilities resulted in a gain of $763,083 and $0 for the three months ended January 31, 2016 and 2015,respectively, which has been reported as other expense in the statements of operations.17

16Table of Contents

~~Table~~POCKET ofGAMES, ~~Contents~~INC.

~~POCKET~~Notes ~~GAMES,~~to ~~INC.~~Condensed Financial Statements

~~Notes~~April to30, ~~Condensed Financial Statements~~2016

~~January 31, 2016~~(Unaudited)

~~(Unaudited)~~The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recognized current derivative liabilities of $343,036 and $1,369,662 at April 30, 2016 and October 31, 2015, respectively. The change in fair value of the derivative liabilities resulted in a gain of $1,050,876 and $-0- for the six months ended April 30, 2016 and 2015, respectively, which has been reported as other income in the statements of operations.

The following presents the derivative liability value at ~~January~~April 3130, 2016 and October 31, 2015, respectively:

	January 31,		October 31,
	April 30,		October 31,
	2016		2015
Convertible notes	$	~~505~~320,~~063~~479	$	751,505
Warrants		4522,~~291~~557		618,157
	$	~~550~~343,~~354~~036	$	1,369,662

The following is a summary of changes in the fair market value of the derivative liability during the ~~three~~six months ended ~~January~~April 3130, 2016:

	Derivative
	Liability
	Total
Balance, October 31, 2015	$	1,369,662
Increase in derivative value due to issuances of convertible promissory notes		3689,~~962~~552
Increase in derivative value due to issuances of Warrant		40139,~~120~~242
Decrease due to debt conversion		(90204,~~206~~544	)
Change in fair market value of derivative liabilities due to the mark to market adjustment		(~~806~~1,~~184~~050,876	)
Balance, January 31, 2016	$	550,354
Balance, April 30, 2016	$	343,036

Key inputs and assumptions used to value the convertible debentures and warrants issued during the year ended October 31, 2015:

Convertible notes derivatives:

·• The stock price would fluctuate with the Company projected volatility. The stock price increased in this period ending 10/31/15 from $0.025 to $0.16. • The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note. • The derivative Investor Convertible Notes convert after 90-180 days at the lessor of 51% or 58% of the average 3 lows in 10 or 30 trading days or the fixed exercise price set at issuance subject to full ratchet reset provisions; • Capital raising events are a factor for this Notes full reset provisions. • An event of default at 15% - 24% interest rate would occur 0% of the time, increasing 1.00%per month to a maximum of 10% with a 150% penalty; • The company would redeem the notes (with a 120% – 135% – 145% penalty) projected initially at 0% of the time and increase monthly by 10.0% to a maximum of 50.0% (from alternative financing being available for a Redemption event to occur);and • The Holder would automatically convert the note at the maximum of 2 times the conversion price or the stock price if the registration was effective (assumed after 180 days) and the Company was not in default with the target conversion price dropping as maturity approaches.

·Warrant ~~The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note.~~derivatives:

· The derivative Investor Convertible Notes convert after 90-180 days at the lessor of 51% or 58% of the average 3 lows in 10 or 30 trading days or the fixed exercise price set at issuance subject to full ratchet reset provisions;

	•	The Warrants exercise prices are fixed and subject to full ratchet reset provisions;
	•	The stock price would fluctuate with the Company projected volatility. The stock price increased in this period ending 10/31/15 from $0.025 to $0.16.

·The ~~Capital~~projected ~~raising~~volatility ~~events~~curve ~~are~~from an aannualized ~~factor~~analysis for ~~this~~each ~~Notes~~valuation ~~full~~period ~~reset~~was ~~provisions.~~based on the historical volatility of the Company and the term remaining for each note:

~~· An event of default at 15% - 24% interest rate would occur 0% of the time, increasing 1.00%per month to a maximum of 10% with a 150% penalty;~~18

·Table ~~The company would redeem the notes (with a 120% – 135% – 145% penalty) projected initially at 0%~~ of ~~the time and increase monthly by 10.0% to a maximum of 50.0% (from alternative financing being available for a Redemption event to occur);and~~Contents

·POCKET ~~The~~GAMES, Holder would automatically convert the note at the maximum of 2 times the conversion price or the stock price if the registration was effective (assumed after 180 days) and the Company was not in default with the target conversion price dropping as maturity approachesINC.

~~Warrant~~Notes ~~derivatives:~~to Condensed Financial Statements

·April ~~The~~30, ~~Warrants exercise prices are fixed and subject to full ratchet reset provisions;~~2016

~~· The stock price would fluctuate with the Company projected volatility. The stock price increased in this period ending 10/31/15 from $0.025 to $0.16.~~(Unaudited)

• The Holder would exercise the Warrant as they become exercisable (effective registration is projected ~~volatility~~90 ~~curve~~days from an ~~annualized~~issuance ~~analysis~~and ~~for~~the ~~each~~earliest ~~valuation~~exercise ~~period~~is ~~was~~projected ~~based~~180 ondays ~~the~~from ~~historical~~issuance) ~~volatility~~at target prices of 2 times the ~~Company~~higher ~~and~~of the ~~term~~projected ~~remaining~~reset price or stock price. • Capital raising events (a single financing at 6 months from the issuance date) are a factor for ~~each~~ ~~note:~~these Warrants – full reset events projected to occur based on future stock issuance (quarterly) resulting in a reset exercise price. • No Warrants expired nor reset nor exercised in this period ending 10/31/15.

·Key ~~The~~inputs ~~Holder~~and ~~would~~assumptions ~~exercise~~used ~~the~~to ~~Warrant~~value asthe convertible ~~they~~debentures ~~become exercisable (effective registration is projected 90 days from issuance~~ and ~~the~~warrants ~~earliest~~issued ~~exercise~~during ~~is projected 180 days from issuance) at target prices of 2 times~~ the ~~higher~~six ofmonths ~~the~~ended ~~projected~~April ~~reset price or stock price.~~30, 2016:

17Convertible notes derivatives:

~~Table~~• The stock price of ~~Contents~~$0.10 - $0.0056 would fluctuate with the Company projected volatility • The derivative Investor Convertible Notes convert after 90 – 180 days at the lessor of 51% or 58% of the average 3 lows in 10 or 30 trading days or the fixed exercise price set at issuance subject to full ratchet reset provisions. • Capital raising events are a factor for this Note full reset provisions. • An event of default at 15% - 24% interest rate would occur 0% of the time, increasing 1.00% per month to a maximum of 10% with a 150% penalty. • The projected volatility curve from annualized analysis for each valuation period was based on the historical volatility (171% - 366%) of the Company and the term for each note. • The company would redeem the notes (with a 120% – 135% – 145% penalty) projected initially at 0% of the time and increase monthly by 10.0% to a maximum of 50.0% (from alternative financing being available for a Redemption event to occur);and • The Holder would automatically convert the note at the maximum of 2 times the conversion price or the stock price if the registration was effective (assumed after 180 days) and the Company was not in default with the target conversion price dropping as maturity approaches.

~~POCKET~~Warrant ~~GAMES, INC.~~derivatives:

~~Notes~~• The stock price would fluctuate with the Company projected volatility. The stock price increased in this period ending 10/31/15 from $0.10 to ~~Condensed~~$0.0056. ~~Financial~~• ~~Statements~~The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility (171% - 366%) of the Company and the term remaining for each note • The Holder would exercise the Warrant as they become exercisable (effective registration is projected 90 days from issuance and the earliest exercise is projected 180 days from issuance) at target prices of 2 times the higher of the projected reset price or stock price. • Capital raising events (a single financing at 6 months from the issuance date) are a factor for these Warrants – full reset events projected to occur based on future stock issuance (quarterly) resulting in a reset exercise price. • The Warrants with the fixed exercise prices subject to full ratchet reset provisions. • No Warrants expired nor exercised in this period ending 4/30/16.

~~January~~Note ~~31,~~8 ~~2016~~– Changes in Stockholders’ Equity (Deficit)

~~(Unaudited)~~Authorized Shares, Common Stock

·The ~~Capital~~Company ~~raising~~is ~~events~~authorized (ato ~~single~~issue ~~financing~~50,000,000,000 shares atof 6$0.0001 ~~months~~par ~~from~~value ~~the~~common ~~issuance~~stock. ~~date)~~As ~~are~~of aApril ~~factor~~30, ~~for~~2016, ~~these~~there ~~Warrants~~were –273,643,632 ~~full~~shares ~~reset~~issued ~~events~~and ~~projected to occur based on future stock issuance (quarterly) resulting in a reset exercise price~~outstanding.

·Authorized NoShares, ~~Warrants~~Preferred ~~expired nor reset nor exercised in this period ending 10/31/15.~~Stock

~~Key~~The ~~inputs~~Company ~~and~~is ~~assumptions~~also ~~used~~authorized to ~~value~~issue 1,000,000,000 shares of its preferred stock. On April 25, 2014, the Company designated (the “Designation”) a series ~~convertible~~of ~~debentures~~our ~~and~~preferred ~~warrants~~stock as Series A Preferred Stock, (“Series A Preferred Stock”) and issued ~~during~~1,000 shares of the ~~year~~Series A ~~ended~~Preferred ~~January~~Stock ~~31, 2016:~~to its chief executive officer and sole director.

~~Convertible notes derivatives:~~19

·Table ~~The stock price~~ of ~~$0.10 - $0.0056 would fluctuate with the Company projected volatility~~Contents

·POCKET ~~The~~GAMES, derivative Investor Convertible Notes convert after 90 – 180 days at the lessor of 51% or 58% of the average 3 lows in 10 or 30 trading days or the fixed exercise price set at issuance subject to full ratchet reset provisionsINC.

·Notes ~~Capital~~to ~~raising~~Condensed ~~events~~Financial ~~are a factor for this Note full reset provisions.~~Statements

·April ~~An event of default at 15% - 24% interest rate would occur 0% of the time~~30, ~~increasing 1.00% per month to a maximum of 10% with a 150% penalty.~~2016

~~· The projected volatility curve from annualized analysis for each valuation period was based on the historical volatility~~ (~~171% - 366%~~Unaudited) ~~of the Company and the term for each note.~~

·As ~~The company would redeem the notes (with~~ a ~~120%~~result ~~– 135% – 145% penalty) projected initially at 0%~~ of the ~~time and increase monthly by 10.0% to a maximum of 50.0% (from alternative financing being available for a Redemption event to occur);and~~Designation:

·• The ~~Holder~~Company ~~would~~is ~~automatically~~authorized ~~convert~~to ~~the~~issue ~~note~~1,000 atshares ~~the~~of ~~maximum~~Series ofA 2Preferred ~~times~~Stock; • Holders of the ~~conversion~~A ~~price~~Preferred orStock ~~the~~will ~~stock~~not ~~price~~be ifentitled to receive dividends; • The holders of the ~~registration~~Series ~~was~~A ~~effective~~Preferred ~~(assumed~~Stock ~~after~~then ~~180~~outstanding ~~days)~~shall ~~and~~not ~~the~~be entitled to receive any distribution of Company ~~was~~assets; • The Series A Preferred Stock will not inbe ~~default~~convertible ~~with~~into shares of the ~~target~~Company’s ~~conversion~~common ~~price~~stock. ~~dropping~~• asThe ~~maturity~~holders ~~approaches.~~of the Series A Preferred Stock shall have the following voting rights:

~~Warrant~~(i) ~~derivatives:~~To vote together with the holders of the Common Stock as a single class on all matter submitted for a vote of holders of Common Stock;

·(ii) ~~The~~Each ~~stock~~one ~~price~~(1) ~~would~~share ~~fluctuate~~of ~~with~~Series ~~the~~A ~~Company~~Preferred ~~projected~~Stock ~~volatility.~~shall ~~The~~have ~~stock~~voting ~~price~~rights ~~increased~~equal into ~~this~~50,000 ~~period~~shares ~~ending~~of ~~10/31/15~~our ~~from~~Common ~~$0.10~~Stock, providing for the holder of the Series A Preferred Stock to ~~$0.0056.~~have aggregate voting rights equal to 50,000,000 shares of our Common Stock;

·(iii) The ~~projected~~holder ~~volatility~~of ~~curve~~the ~~from~~Series anA ~~annualized~~Preferred ~~analysis~~Stock ~~for~~shall ~~each~~be ~~valuation~~entitled ~~period~~to ~~was~~receive ~~based~~notice onof ~~the~~any ~~historical~~stockholders’ ~~volatility~~meeting ~~(171%~~in -accordance ~~366%)~~with of the ~~Company~~Articles ~~and~~of ~~the~~Incorporation ~~term~~and ~~remaining~~By-laws ~~for~~of ~~each~~the ~~note~~Company.

·(iv) ~~The~~So ~~Holder~~long ~~would~~as ~~exercise~~any shares of Series A Preferred Stock remain outstanding, we will not, without the ~~Warrant~~written asconsent ~~they~~or ~~become~~affirmative ~~exercisable~~vote of the holders of 100% of the outstanding shares of the Series A Preferred Stock, (~~effective~~i) ~~registration~~amend, isalter, ~~projected~~waive 90or ~~days~~repeal, ~~from~~whether ~~issuance~~by ~~and~~merger consolidation, combination, reclassification or otherwise, the ~~earliest~~Articles ~~exercise~~of isIncorporation, ~~projected~~including ~~180~~this ~~days~~Certificate ~~from~~of ~~issuance~~Designation, or our By-laws or any provisions thereof (including the adoption of a new provision thereof), at(ii) ~~target~~create, ~~prices~~authorize or issue any class, series or shares of 2Preferred ~~times~~Stock or any other class of capital stock. The vote of the ~~higher~~holders of at least one-hundred percent of the ~~projected~~outstanding ~~reset~~Series ~~price~~A Stock, voting separately as one class, shall be necessary to adopt any alteration, amendment or ~~stock~~repeal ~~price~~of any provisions of this Resolution, in addition to any other vote of stockholders required by law.

·Common ~~Capital~~Stock ~~raising~~Issuances, ~~events~~for ~~(a single financing at 6 months from~~ the ~~issuance~~Period ~~date)~~Ending October ~~are~~31, ~~a factor for these Warrants – full reset events projected to occur based on future stock issuance (quarterly) resulting in a reset exercise price.~~2015

·During the year ended October 31, 2015, the Company issued 4,295,000 shares of common stock for consulting services. The ~~Warrants~~fair ~~with~~value of the ~~fixed~~common ~~exercise~~stock ~~prices~~was ~~subject~~$471,232 tobased on ~~full~~the ~~ratchet~~market ~~reset~~price ~~provisions~~of the Company’s common stock on the date of grant.

·During Nothe ~~Warrants~~year ~~expired~~ended ~~nor~~October ~~exercised~~31, in2015, ~~this~~the ~~period~~Company ~~ending~~issued ~~1/31/16~~907,850 shares of common stock for payment of accrued compensation to the president of the Company. The fair value of the common stock was $67,190 based on the market price of the Company’s common stock on the date of grant.

~~Note~~During 8the –year ~~Changes~~ended inOctober ~~Stockholders’~~31, 2015, the ~~Equity~~Company ~~(Deficit)~~issued 1,230,000 shares of common stock for cash in the amount of $12,300.

~~Authorized~~During ~~Shares~~the year ended October 31, ~~Common~~2015, ~~Stock~~the Company issued 2,211,679 shares of common stock for the conversion of convertible notes payable in the amount of $50,168. As the conversions were within the terms of the agreement, no additional gain or loss on the conversion has been recognized.

~~The~~Stock ~~Company is authorized to issue 499~~Options,~~000,000 shares~~ offor ~~$0.0001~~the ~~par~~Period ~~value~~Ending ~~common stock. As of January~~ October 31, ~~2016, 53,538,319 shares were issued and outstanding.~~2015

~~Authorized~~During ~~Shares~~the year ended October 31, ~~Preferred~~2015, the ~~Stock~~Company issued 500,000 stock options to a service provider and exercisable over a 4 year term expiring on April 28, 2019. The values of the options were estimated using a Black-Scholes option pricing model equal to $16,614. The key inputs to the model were the number of options 500,000, share price on the grant date of $0.04, exercise price of $0.20, terms of 4 years, volatility of 211% and a discount rate of 0.43%.As the shares are fully vested on the date of agreement, the value of the options of $16,614 was fully expensed on the date of grant.

The ~~Company~~following istable ~~also~~summarizes ~~authorized to issue 1,000,000,000 shares of its preferred stock. On April 25, 2014,~~ the ~~Company~~changes ~~designated~~in ~~(the~~options ~~“Designation”) a series~~outstanding ~~of our preferred stock~~ as ~~Series~~of AOctober ~~Preferred Stock~~31, ~~(“Series~~2015 ~~A Preferred Stock”)~~ and ~~issued~~April 130,~~000~~ ~~shares of the Series A Preferred Stock to its chief executive officer and sole director.~~2016:

As a result of the Designation:

	Number of Shares		Weighted Average Exercise Price
Outstanding as of October 31, 2015		500,000	$	0.20
Granted		—		—
Exercised		—		—
Cancelled		—		—
Outstanding at April 30, 2016		500,000	$	0.20

~~· The Company is authorized to issue 1,000 shares of Series A Preferred Stock;~~20

·Table ~~Holders~~ of ~~the A Preferred Stock will not be entitled to receive dividends;~~Contents

18POCKET GAMES, INC.

~~Table~~Notes ofto ~~Contents~~Condensed Financial Statements

~~POCKET~~April ~~GAMES~~30, ~~INC.~~2016

~~Notes to Condensed Financial Statements~~(Unaudited)

~~January~~Common Stock Warrants, for the Period Ending October 31, ~~2016~~2015

~~(Unaudited)~~The Company issued 6,846,394 warrants on May 8, 2015 with an exercise price of $0.0140 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

·On August 4, 2015, the Company issued warrants of 203,500 with an exercise price of $0.011 per share and a term of 5 years in conjunction with the convertible debt issuance. The ~~holders~~exercised price of the ~~Series~~warrants Ais ~~Preferred~~updated ~~Stock~~to ~~then~~the ~~outstanding~~lowest ~~shall~~offering ~~not~~price beof ~~entitled~~common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ~~receive~~ASC ~~any~~815-15 ~~distribution~~Embedded Derivatives, the fair values of ~~Company~~the ~~assets;~~warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

·On ~~The~~August ~~Series~~17, A2015, ~~Preferred~~the ~~Stock~~Company ~~will~~issued ~~not~~warrants of be486,662 with an exercise price of $0.0580 per share and a term of 5 years in conjunction with the convertible ~~into~~debt ~~shares~~issuance. The exercised price of the ~~Company’s~~warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

·On September 10, 2015, the Company issued warrants of 573,706 with an exercise price of $0.0580 per share and a term of 5 years in conjunction with the convertible debt issuance. The ~~holders~~exercised price of the ~~Series~~warrants Ais ~~Preferred~~updated ~~Stock~~to ~~shall~~the ~~have~~lowest offering price of common stock based on subsequent equity sales. As such, the ~~following~~number ~~voting~~of ~~rights:~~share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

~~(i)~~On ToOctober ~~vote~~9, ~~together~~2015, the Company issued warrants of 560,000 with an exercise price of $0.011 per share and a term of 5 years in conjunction with the ~~holders~~convertible debt issuance. The exercised price of the ~~Common~~warrants ~~Stock~~is asupdated ato ~~single~~the ~~class~~lowest offering price of common stock based on ~~all~~subsequent ~~matter~~equity ~~submitted~~sales. ~~for~~As such, athe ~~vote~~number of ~~holders~~share of ~~Common~~common ~~Stock;~~stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

~~(ii)~~On ~~Each~~October ~~one~~15, ~~(1)~~2015, the Company issued warrants of 573,706 with an exercise price of $0.0580 per share and a term of ~~Series~~5 Ayears ~~Preferred~~in ~~Stock~~conjunction ~~shall~~with ~~have~~the ~~voting~~convertible debt ~~rights~~issuance. ~~equal~~The exercised price of the warrants is updated to ~~50,000~~the ~~shares~~lowest offering price of ~~our~~common ~~Common~~stock ~~Stock,~~based ~~providing~~on subsequent ~~for~~equity sales. As such, the ~~holder~~number of ~~the~~share ~~Series~~of Acommon ~~Preferred~~stock ~~Stock~~issuable toupon ~~have~~exercise ~~aggregate~~of ~~voting~~the ~~rights~~warrants ~~equal~~is indeterminate. Pursuant to 50ASC 815-15 Embedded Derivatives,~~000,000~~ ~~shares~~the fair values of ~~our~~the ~~Common~~warrants ~~Stock;~~and shares to be exercised were recorded as derivative liabilities on the issuance date.

~~(iii)~~Common ~~The holder of the Series A Preferred~~ Stock ~~shall~~Warrants, befor ~~entitled to receive notice of any stockholders’ meeting in accordance with~~ the ~~Articles~~Period ofEnding ~~Incorporation~~April ~~and~~30, ~~By-laws of the Company.~~2016

~~(iv)~~On SoJanuary ~~long as any shares of Series A Preferred Stock remain outstanding~~5, ~~we will not~~2016, ~~without~~ the ~~written~~Company ~~consent~~issued ~~or affirmative vote~~ warrants of ~~the~~1,512,500 ~~holders~~with ofan ~~100%~~exercise ofprice ~~the outstanding shares~~ of ~~the~~$0.0110 ~~Series~~per Ashare ~~Preferred~~and ~~Stock,~~a ~~(i)~~term ~~amend,~~of ~~alter,~~years ~~waive~~in orconjunction ~~repeal,~~with ~~whether by merger consolidation, combination, reclassification or otherwise,~~ the ~~Articles~~convertible ofdebt ~~Incorporation,~~issuance. The ~~including~~exercised ~~this~~price ~~Certificate~~ of ~~Designation,~~the orwarrants ~~our~~is ~~By-laws~~updated orto ~~any~~the ~~provisions~~lowest ~~thereof~~offering ~~(including~~price ~~the adoption~~ of acommon ~~new~~stock ~~provision~~based ~~thereof),~~on ~~(ii)~~subsequent ~~create,~~equity ~~authorize~~sales. ~~or issue any class~~As such, ~~series~~the ornumber ~~shares~~ of ~~Preferred~~share ~~Stock or any other class~~ of ~~capital~~common stock. ~~The~~issuable ~~vote~~upon ofexercise ~~the holders~~ of ~~at least one-hundred percent of~~ the ~~outstanding~~warrants ~~Series~~is Aindeterminate. ~~Stock,~~Pursuant ~~voting separately as one class, shall be necessary~~ to ~~adopt~~ASC ~~any~~815-15 ~~alteration~~Embedded Derivatives, ~~amendment~~the orfair ~~repeal~~values of ~~any~~the ~~provisions~~warrants ofand ~~this~~shares ~~Resolution,~~to inbe ~~addition~~exercised towere ~~any~~recorded ~~other~~as ~~vote~~derivative ofliabilities ~~stockholders~~on ~~required~~the ~~by law~~issuance date.

~~Common~~The ~~Stock~~following ~~Issuances,~~table ~~for~~summarizes the ~~Period~~changes ~~Ending~~in warrants outstanding as of October 31, 2015 and April 30, 2016:

During the year ended October 31, 2015, the Company issued 4,295,000 shares of common stock for consulting services. The fair value of the common stock was $471,232 based on the market price of the Company’s common stock on the date of grant.

	Number of Shares		Weighted Average Exercise Price
Outstanding as of October 31, 2015		9,243,968	$	0.019
Granted		1,512,500		0.002
Exercised		—		—
Cancelled		—		—
Outstanding at April 30, 2016		10,756,468	$	0.021

During the year ended October 31, 2015, the Company issued 907,850 shares of common stock for payment of accrued compensation to the president of the Company. The fair value of the common stock was $67,190 based on the market price of the Company’s common stock on the date of grant.21

~~During~~Table ~~the year ended October 31, 2015, the Company issued 1,230,000 shares~~ of ~~common stock for cash in the amount of $12,300.~~Contents

~~During~~POCKET ~~the year ended October 31~~GAMES, ~~2015, the Company issued 2,211,679 shares of common stock for the conversion of convertible notes payable in the amount of $50,168~~INC. ~~As the conversions were within the terms of the agreement, no additional gain or loss on the conversion has been recognized.~~

~~Stock~~Notes ~~Options,~~to ~~for~~Condensed ~~the~~Financial ~~Period Ending October 31, 2015~~Statements

~~During the year ended October 31, 2015, the Company issued 500,000 stock options to a service provider and exercisable over a 4 year term expiring on~~ April 2830, 2019. The values of the options were estimated using a Black-Scholes option pricing model equal to $16,614. The key inputs to the model were the number of options 500,000, share price on the grant date of $0.04, exercise price of $0.20, terms of 4 years, volatility of 211% and a discount rate of 0.43%.As the shares are fully vested on the date of agreement, the value of the options of $16,614 was fully expensed on the date of grant.2016

~~The following table summarizes the changes in options outstanding as of October 31, 2015 and January 31, 2016:~~(Unaudited)

	Number of Shares		Weighted Average Exercise Price
Outstanding as of October 31, 2015		500,000	$	0.20
Granted		—		—
Exercised		—		—
Cancelled		—		—
Outstanding at January 31, 2016		500,000	$	0.20

Subscriptions Payable, for the Period Ending October 31, 2015

19On November 6, 2014, the Company issued 155,400 shares of common stock pursuant to an agreement with a consultant which had previously been recorded as Subscriptions Payable in the amount of $10,878 in the accompanying balance sheet at October 31, 2014.

~~Table~~Settlement of ~~Contents~~convertible debt, for the Period Ending October 31, 2015

~~POCKET~~During ~~GAMES~~the period, ~~INC~~the Company repaid back convertible debt in the amount of $134,000 and converted $50,168 of debt for 2,211,679 shares of the common stock. As a result of such conversion and repayment, the Company reduced its derivative liability by $66,913.

~~Notes~~Beneficial toConversion ~~Condensed~~feature, ~~Financial~~for ~~Statements~~the Period Ending October 31, 2015

~~January~~During 31the period, ~~2016~~the Company issued convertible promissory note with a variable conversion price; as a result, the Company recorded $180,959 in discount and amortized the balance over the life of the notes.(see Note 6 and Note 7).

~~(Unaudited)~~Common Stock Issuances, for the Period Ending April 30, 2016

~~Common~~During ~~Stock~~the ~~Warrants~~six months ended April 30, 2016, the Company granted 29,900,000 and issued 29,400,000 shares of common stock for consulting services. The fair value of the ~~Period~~common stock ~~Ending~~issued was $313,375 based on the market price of the Company’s common stock on the date of grant. The 500,000 shares ~~October~~authorized 31but not issued is recorded as $1,500 ~~2015~~(based on the market value on the date of grant) stock payable as of April 30, 2016.

~~The~~Settlement ~~Company issued 6,846,394 warrants on May 8, 2015 with an exercise price~~ of ~~$0.0140 per share and a term of 5 years in conjunction with the~~ convertible debt, ~~issuance.~~for ~~The exercised price of~~ the ~~warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such,~~ ~~the~~Period ~~number~~Ending ofApril ~~share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives~~30, ~~the~~ ~~fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.~~2016

OnDuring ~~August~~the 4,six ~~2015~~months ended April 30, 2016, the Company ~~issued~~converted ~~warrants of~~ $203,~~500~~543 ~~with an exercise price~~ of ~~$0.011 per share and a term of 5 years in conjunction with the convertible~~ debt ~~issuance. The~~for ~~exercised~~219,911,718 ~~price~~shares of ~~the warrants is updated to the lowest offering price of~~ common stock. ~~based~~Due onto ~~subsequent~~excess ~~equity~~share ~~sales. As such~~issuance, the ~~number~~Company ofrecognized a ~~share~~loss ofon ~~common~~conversion ~~stock issuable upon exercise~~ of ~~the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives~~$140,304; the ~~fair~~excess ~~values of the warrants and~~ shares towere bevalued ~~exercised~~based ~~were~~on ~~recorded~~fair asmarket ~~derivative~~value ~~liabilities~~ on the ~~issuance~~ date of conversion.

OnNote ~~August~~9 ~~17,~~– ~~2015,~~Subsidiaries the Company issued warrants of 486,662 with an exercise price of $0.0580 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

OnAs ~~September~~disclosed ~~10,~~in ~~2015,~~our ~~the~~Form ~~Company~~8-K ~~issued~~filed with the ~~warrants~~Securities ofand ~~573~~Exchange Commission,~~706~~ ~~with~~we anissued ~~exercise~~a ~~price~~total of ~~$0.0580~~400,000 ~~per~~shares ~~share~~of ~~and~~our aSeries ~~term~~B ofConvertible 5Preferred ~~years~~Stock in ~~conjunction~~ connection with ~~the~~our ~~convertible debt~~acquisition ~~issuance.~~of ~~The~~80% ~~exercised price~~ of the ~~warrants~~Class isA ~~updated~~common tostock ~~the~~and ~~lowest~~100% ~~offering~~of ~~price~~the ofClass B common stock ~~based~~of ~~on subsequent~~Social ~~equity~~Technology ~~sales~~Holdings, Inc. (“STH”), Asand ~~such,~~reserved ~~the~~an ~~number~~additional of80,000 ~~share~~shares of ~~common~~our ~~stock~~Class ~~issuable~~B ~~upon~~voting ~~exercise~~Convertible ofPreferred ~~the~~Stock ~~warrants~~for isissuance in ~~indeterminate.~~a ~~Pursuant~~contemplated merger transaction to ~~ASC~~acquire ~~815-15~~the ~~Embedded~~20% ~~Derivatives,~~minority interest in the ~~fair~~STH ~~values~~Class ofA common stock. STH is the ~~warrants~~owner and ~~shares~~operator of to“Viximo”, bea ~~exercised~~software ~~were recorded~~platform asthat ~~derivative~~allows ~~liabilities~~game onproviders ~~the~~to ~~issuance~~access ~~date~~multiple websites from a single source API.”

OnAs ~~October~~disclosed 9,in ~~2015,~~our ~~the~~Form ~~Company~~8-K ~~issued~~filed ~~warrants of 560,000~~ with anthe Securities ~~exercise~~and ~~price~~Exchange ofCommission, ~~$0.011~~we ~~per~~issued ~~share~~a ~~and~~total aof ~~term~~270,000 shares of 5our ~~years~~Series inC ~~conjunction~~Convertible ~~with~~Preferred ~~the~~Stock ~~convertible~~and ~~debt~~a ~~issuance.~~$3,960,000 ~~The~~convertible ~~exercised~~note ~~price~~due ofMarch ~~the~~31, ~~warrants~~2019 isin ~~updated~~connection towith ~~the~~our ~~lowest~~acquisition ~~offering~~of ~~price~~100% of the outstanding common stock ~~based~~of onKicksend ~~subsequent equity sales. As~~Holdings, ~~such~~Inc., ~~the~~a ~~number~~Delaware ofcorporation ~~share~~(“Kicksend”). ofKicksend ~~common~~is ~~stock~~engaged ~~issuable~~in ~~upon~~the ~~exercise~~business of ~~the~~file ~~warrants~~storage isand ~~indeterminate.~~sharing ~~Pursuant~~in ~~to ASC 815~~real-~~15 Embedded~~time ~~Derivatives,~~on ~~the~~digital ~~fair~~platforms, ~~values~~including ofdesktop, ~~the~~mobile ~~warrants~~ and ~~shares~~webapps, to bepermit ~~exercised~~users ~~were~~to ~~recorded~~organize, asdownload ~~derivative~~and ~~liabilities~~sent onstorage ~~the issuance date~~files.

OnUnder ~~October~~the ~~15,~~terms ~~2015~~of these acquisitions, the Company ~~issued warrants~~was ofto ~~573,706~~receive ~~with~~full anfinancial ~~exercise~~disclosure in ~~price~~order ofto ~~$0.0580~~maintain ~~per~~its ~~share~~‘fully ~~and~~reporting’ astatus ~~term~~with ofthe 5SEC. Subsequent ~~years~~to inthe ~~conjunction~~closing, ~~with~~neither ~~the~~acquisition ~~convertible debt~~target ~~issuance.~~was ~~The~~able ~~exercised~~to ~~price~~provide offull ~~the~~financial ~~warrants~~disclosure isand ~~updated~~Pocket toGames’ ~~the~~attorney opined ~~lowest~~that ~~offering~~this ~~price~~was a material breach of ~~common~~the ~~stock~~contracts ~~based~~and ~~on subsequent~~the ~~equity~~acquisitions ~~sales~~described above were unwound. AsThis ~~such,~~resulted in the unwinding, ~~number~~return, ofand ~~share~~cancellation of ~~common~~all ~~stock~~items ~~issuable~~related ~~upon~~to ~~exercise of~~ the ~~warrants is indeterminate~~acquisitions. ~~Pursuant~~The tototal ~~ASC~~net ~~815-15~~effect ~~Embedded~~of ~~Derivatives,~~this ~~the~~transaction ~~fair~~resulted in ~~values~~$219,951 offor the ~~warrants~~period ~~and~~ended ~~shares~~April to30, be2016. ~~exercised~~There ~~were recorded~~was asno ~~derivative~~gain ~~liabilities~~or onloss ~~the~~associated ~~issuance~~with ~~date~~these transactions.

~~Common~~Note ~~Stock~~10 ~~Warrants,~~– ~~for~~Commitments ~~the~~and ~~Period Ending January 31, 2016~~Contingencies

OnIntellectual ~~January~~Property 5,Purchase 2016, the Company issued warrants of 1,512,500 with an exercise price of $0.0110 per share and a term of years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.Agreement

On February 12, 2014, the Company entered into an Intellectual Property Purchase Agreement, whereby the Company purchased from the seller a certain software game application. Subject to the terms and conditions of this Agreement, the Company issued to the seller 1,500,000 shares of common shares. Additionally, the Company agreed to pay to the Seller the cost for development and modification of $40,000, of which $20,000 was paid during the year ended October 31, 2014. The remaining balance of $20,000 shall be paid as the work passes through quality control.

~~Table~~Note of11 ~~Contents~~– Subsequent Events

~~POCKET~~Subsequent ~~GAMES~~to April 30, ~~INC~~2016, the Company issued a total of 7,593,253,875 shares of common stock.

~~Notes to Condensed Financial Statements~~22

~~January~~Table ~~31,~~of ~~2016~~Contents

(Unaudited)

The following table summarizes the changes in warrants outstanding as of October 31, 2015 and January 31, 2016:

	Number of Shares		Weighted Average Exercise Price
Outstanding as of October 31, 2015		9,243,968	$	0.019
Granted		1,512,500		0.002
Exercised		—		—
Cancelled		—		—
Outstanding at January 31, 2016		10,756,468	$	0.021

Subscriptions Payable, for the Period Ending October 31, 2015

On November 6, 2014, the Company issued 155,400 shares of common stock pursuant to an agreement with a consultant which had previously been recorded as Subscriptions Payable in the amount of $10,878 in the accompanying balance sheet at October 31, 2014.

Settlement of convertible debt, for the Period Ending October 31, 2015

During the period, the Company repaid back convertible debt in the amount of $134,000 and converted $50,168 of debt for 2,211,679 shares of the common stock. As a result of such conversion and repayment, the Company reduced its derivative liability by $66,913.

Beneficial Conversion feature, for the Period Ending October 31, 2015

During the period, the Company issued convertible promissory note with a variable conversion price; as a result, the Company recorded $180,959 in discount and amortized the balance over the life of the notes.(see Note 6 and Note 7).

Common Stock Issuances, for the Period Ending January 31, 2016

During the three months ended January 31, 2016, the Company granted 4,400,000 and issued 3,900,000 shares of common stock for consulting services. The fair value of the common stock issued was $58,575 based on the market price of the Company’s common stock on the date of grant. The 500,000 shares authorized but not issued is recorded as $1,500 (based on the market value on the date of grant) stock payable as of January 31, 2016.

Settlement of convertible debt, for the Period Ending January 31, 2016

During the three months ended January 31, 2016, the Company converted $71,205 of debt for 25,298,390 shares of common stock. Due to excess share issuance of 2,026,129, the Company recognized a loss on conversion of $13,686; the excess shares were valued based on fair market value on the date of conversion.

Note 9 – Subsequent Events

Subsequent to January 31, 2016, the Company issued a total of 54,133,113 shares of common stock.

On February 9, 2016, Pocket Games, Inc. entered into a Share Exchange Agreement (the “Exchange Agreement”) with Social Technology Holdings, Inc., a Delaware corporation (“STH”), AEL Irrevocable Trust (“AIT”), Sugar House Trust (“SHT”, and together with AIT, the “STH Majority Shareholders”) and David Lovatt, the principal and controlling shareholder of the Company (“Lovatt”) regarding the acquisition by the Company from the STH Majority Shareholders of 20,000,000 shares of Class A common stock, par value $0.0001 per share, of STH (the “STH Class A Common Stock”) and 2,000,000 shares of Class B common stock, par value $0.0001 per share, of STH (the “STH Class B Common Stock”). The STH Class A Common Stock and the STH Class B Common Stock transferred to the Company by the STH Majority Shareholders constitute 80% of the issued and outstanding shares of STH Class A Common Stock and 100% of the STH Class B Common Stock.

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POCKET GAMES, INC.

Notes to Condensed Financial Statements

January 31, 2016

(Unaudited)

In exchange for the STH Class A Common Stock and STH Class B Common Stock, the Company issued to the STH Majority Shareholders an aggregate of 320,000 shares of non-redeemable, voting convertible shares of Series B preferred stock of the Company (the “Company Series B Preferred Stock”). In addition, Lovatt, as the owner of 1,000 shares, or 100%, of Company’s Series A Preferred Stock, returned such shares to the Company treasury, in exchange for which the Company reissued 500 shares of such Series A Preferred Stock to the STH Majority Shareholders, and 500 shares of Company Series A Preferred Stock, together with 80,000 shares of Company Series B Preferred Stock, to Lovatt. Each share of the Company’s Series A Preferred Stock entitles the holder(s) to cast 50,000 votes at any meeting of Company stockholders or in connection with any consents required of Company common stockholders. After the share exchange, Lovatt will maintain control of the Company.

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

The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Overview

We were incorporated in the State of Florida on October 4, 2013, to engage in the development and distribution of mobile games. We have generated only minimal revenues from business operations from a related party. Our independent registered public accounting firm has issued a going concern opinion. This means there is substantial doubt that we can continue as an on-going business unless we obtain additional capital to pay our ongoing operational costs. Accordingly, we must locate sources of capital to pay our operational costs.

From our inception on October 4, 2013 through July 31, 2015, our business operations have primarily been focused on developing our business plan, developing the features of our first mobile game products, and developing a game for DNA Interactive Games Limited (“DNAIG”), a related party.

During the year ended October 31, 2014, we we ceased all developmental activities related to Pocket Football and do not anticipate completion of the Pocket Games product. We directed our efforts to the development of the Idol Hands game under the terms of our March 17, 2014, agreement with Fluid Games Limited (“FGL”), a company formed under the laws of the United Kingdom. During the period ending April 30, 2014, we redesigned the Idol Hand's camera operated control system and the menu system control in order to allow the user to control the game via an ordinary Keyboard and Mouse, rather than having to buy additional equipment from a third party. During March 2014, we tested the game and newly developed control system. In April 2014, the voice over work for the game was recalibrated and recorded. These modifications were needed to convert the tutorial ~~voice~~voiceover ~~over~~ of the hand movements from the ‘camera control system’ to the newly implemented ‘Keyboard and Mouse’ system.

We completed 100% of the development of the Idol Hands game on September 1, 2014 and are currently undergoing quality assurance testing of the. We are in negotiations with online digital download retailers for distribution of the Idol Hands game including Stream, Amazon and Game. There is no assurance we will be successful in securing agreements with these retailers to distribute the Idol Hands game.

Idol Hands will initially be sold exclusively as a ‘Digital Download’ for the PC platform through various online stores who will process the purchases from their site and pay us between 60 and 75 the purchase price. Purchasers of the game will pay a fee to download the product and own the title.

Should we receive $350,000 of sales from the sale of the Idol Hands game, we plan to develop applications for iPad and iPhone as well as various Android tablets and phones. We plan to interview marketing companies to assist us with the marketing of the Idol Hands game and continue negotiations with online digital download retailers to potentially sell the game.

Third Party Development

On October 22, 2013, we entered into an agreement with DNA Interactive Games Limited (the “DNA Agreement”), a company formed under the laws of the United Kingdom (“DNAIG”), which is controlled by our Chief Executive Officer, David Lovatt, to develop a game known as SH3G for iPad and the Android tablet platforms. Through the DNA Agreement, as amended, DNAIG agreed to pay us an aggregate fee of approximately $59,500 as we meet certain milestones, as outlined in the chart below. Through July 31, 2014, we have received $45,540. As set forth in the chart below, we received or expect to receive the following payments from DNAIG as we meet the milestones:

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Milestone	Amount Paid	Milestone Date	Status of Milestone
Submission of Military Campaign to Apple	$3,000 Paid	May 19, 2014	100%
Submission of improved User Interface & game balancing	$6,490 Paid	May 19, 2014	100%
Submission of DLC, Wolfpack content cleared for submission to Apple by QA	$3,000	June 13^th 2014	98%
Android Build Submission	$14,000	October 1, 2014	65%

Through July 31, 2014, we paid $35,178 to FGL to assist us with the development of SH3G.

Meeting the milestones above is dependent upon us raising sufficient capital through placement of our common stock or issuance of debt securities. We have not located investors to provide us with the capital required to meet these milestones and we may not be successful in locating investors to provide us with capital. If we are unable to obtain financing, we will not meet the milestones above and may have to suspend or cease operations.

From inception on October 4, 2013, through ~~January~~April 3130, 2016, we incurred an accumulated deficit of $5,~~189~~,~~886~~739,313, including development costs, professional fees, general and administrative fees and interest expense. We have funded our operation through our revenue and through the sale of common stock to our two officers, and 35 non-affiliated investors.

As of ~~January~~April 3130, 2016, we had cash on hand of of $~~5,913~~261 which is not sufficient to pay for our operating costs. If we are unable to generate sufficient revenues or raise additional monies to fund our operations we will be unable to complete development of our products and may be forced to cease operations.

We have generated minimal revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. To become profitable and competitive, we must develop the business plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.

Since inception, the majority of our time has been spent on organizational matters and development of our first mobile game product, Pocket Football.

24RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED APRIL 30, 2016 AND 2015:

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RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JANUARY 31, 2016 AND 2015:

	For the Three			For the Three
	Months Ended			Months Ended
	January 31, 2016			January 31, 2015
Revenues, related parties	$	29,006		$	—
Revenues		5,265			—
Cost of revenues		(10,942	)		—
Gross profit		23,329			—
General and Administrative		59,778			21,624
Officer Compensation		49,606			60,000
Professional Fees		67,575			47,090
Total Operating Expenses		176,959			128,714
Net Operating (Loss)		(153,630	)		(128,714	)
Gain on change in fair value of derivative liability		763,083			—
Interest expense		(166,669	)		(39,070	)
Gain on settlement of debt		—			2,070
Loss on debt conversion		(13,686	)		—
Total Other Income (Expense)		582,728			(37,000	)
Net Income (Loss)	$	429,098		$	(165,714	)

Revenues:

Total revenue recognized were $343,~~271~~123 and $-0- for the three months ended ~~January~~April 3130, 2016 and 2015, respectively. Total revenue recognized were $3,198 and $-0- for the six months ended April 30, 2016 and 2015, respectively. The Company entered into a contract with a related party during the fiscal year ended October 31, 2015, whereby, the Company will perform testing on games and application. ~~The revenue recognized as a result of this agreement is $29,006 out of the total $34,271 or 85% of total revenue and has been disclosed as revenues, related parties.~~ Cost of revenues was $10,942 ~~during~~and $-0- during the ~~three~~six months ended ~~January~~April 3130, 2016 and 2015, respectively.

General and Administrative:

General and administrative expense was $59160,~~778~~282 and $2119,~~624~~343 for the three months ended ~~January~~April 3130, 2016 and 2015, respectively. General and administrative expense was $179,999 and $40,967 for the six months ended April 30, 2016 and 2015, respectively. General and administrative expenses consisted of bank fees, SEC filing costs and costs associated with the pursuit of getting our stock traded on the OTCBB.

Officer Compensation:

Officer compensation expense was $4936,~~606~~000 and $60,000 for the three months ended ~~January~~April 3130, 2016 and 2015, respectively. Officer compensation expense was $85,606 and $120,000 for the six months ended April 30, 2016 and 2015, respectively. Officer compensation expense consisted mainly of a monthly fee of $10,000 to each of our two officers.

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Professional Fees:

Professional fees expense was $67288,~~575 and~~819 and $4776,~~090~~103 for the three months ended ~~January~~April 3130, 2016 and 2015, respectively. Professional fees expense was $356,395 and $123,193 for the six months ended April 30, 2016 and 2015, respectively. Professional fees consisted of legal, consulting, accounting and auditing costs necessary to prepare our public filings.

Net Operating Loss:

Net operating losses were $~~153~~481,~~630~~978 and $~~128~~155,~~714~~ 446 for the three months ended ~~January~~April 3130, 2016 and 2015, respectively. Net operating losses were $629,744 and $284,160 for the six months ended April 30, 2016 and 2015, respectively. Net operating losses consisted primarily of fees incurred in connection with the pursuit of listing of our Common Stock on the OTCBB and with establishing an account with our transfer agent, as well as legal and audit fees related to our SEC filing costs during the ~~three~~six months ended ~~January~~April 3130, 2016 and 2015.

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Other Income (Expense):

Other ~~income~~expense was $~~582~~71,~~728~~366 for the three months ended April 30, 2016 compared to other expense of $54,701 for the three months ended ~~January~~April 3130, 2015. Other income was $511,362 for the six months ended April 30, 2016 compared to other expense of $3791,~~000~~701 for the ~~three~~six months ended ~~January~~April 3130, 2015. For the ~~three~~six months ended ~~January~~April 3130, 2016, other income consisted of a gain on the change in fair value of derivative liability in the ~~amount~~ amount of $~~763~~1,~~083~~050,876. Other expenses consisted of interest expense in the amount of $~~166~~399,~~669~~211 and the loss on ~~debt~~settlement ~~conversion~~of debt of $13140,~~686~~303. For the ~~three~~six months ended ~~January~~April 3130, 2015, other income consisted of a gain on the settlement of debt in the amount of $2,070. Other expenses consisted of interest expense in the amount of $3993,~~070~~771.

Net Income / Loss:

Net ~~income~~loss for the three months ended ~~January~~ ~~31,~~April 30, 2016 was $~~429~~553,~~098~~344, or ($0.0200) per share. Net loss for the three months ended ~~January~~April 3130, 2015 was $~~165~~210,~~714~~147, or ($0.01) per share. Net loss for the six months ended April 30, 2016 was $118,382, or ($0.00) per share. Net loss for the six months ended April 30, 2015 was $375,861, or ($0.02) per share. Net loss consisted primarily of fees incurred in connection with the pursuit of listing of our Common Stock on the OTCBB and with establishing an account with our transfer agent, as well as legal and audit fees related to our SEC filing costs, along with the development of our software products, interest expense.

LIQUIDITY AND CAPITAL RESOURCES

The following table summarizes total current assets, liabilities, accumulated (deficit) and working capital (deficit) at ~~January~~April 3130, 2016 and October 31, 2015.

	January 31,			October 31,
	April 30,			October 31,
	2016			2015
Current Assets	$	~~22,686~~261		$	51,824
Current Liabilities	$	1,~~158~~050,~~020~~521		$	1,851,638
Accumulated (Deficit)	$	(5,~~189~~737,~~886~~370	)	$	(5,618,984	)
Working Capital (Deficit)	$	(1,~~135~~050,~~334~~260	)	$	(1,799,814	)

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. To date, we have funded our operations through the sale of our common stock. Our primary uses of cash have been for the development of games, compensation, and professional fees. All funds received have been expended in the furtherance of growing the business and establishing brand portfolios. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

An substantial increase in working capital requirements to finance our operations,
Addition of administrative and professional personnel as the business grows,
The cost of being a public company, and
Payments for development of games.

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Satisfaction of our Cash Obligations for the Next 12 Months

Our current cash on hand as of ~~January~~April 3130, ~~2016~~ 2016 was $5261,~~913,~~ which is insufficient to meet our current monthly operating costs of approximately $30,000. As of ~~January~~April 3130, 2016, we had current liabilities of $1,~~158~~050,~~020~~521.

We ~~have~~had net ~~income~~loss and net cash used in ~~operations~~ operations of $~~429~~118,~~098~~382 and $50404,~~632~~273, respectively, for the ~~three~~six months ended ~~January~~April 3130, 2016 and our ~~stockholders’~~ working capital deficit was $1,~~131~~050,~~422~~260, with an accumulated deficit of $5,~~189~~737,~~886as~~370 as of ~~January~~April 3130, 2016.

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

We are dependent on the sale of our securities to fund our operations, and will remain so until we generate sufficient revenues to pay for our operating costs. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

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If we are unable to raise the funds we will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise the capital we need for our operations from the sale of our securities. We have not located any sources for these funds and may not be able to do so in the future. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If we fail to raise funds we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

Going Concern

Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

Critical Accounting Policies and Estimates

While our significant accounting policies are more fully described in Note 1 to our financial statements for the period ended ~~January~~April 3130, 2016, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to the accounting for and recovery of long-lived assets including income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we 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. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.

Revenue recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. We intend on generating revenue from three sources; sale of game applications, sale of advertising provided with games, and outsourced application development services. To date, all revenues have been derived from a related party.

Revenue through October 31, 2013, and to present includes only outsourced application development services recognized in accordance with ASC 605-28 "Milestone Method". We may bill for these services prior to attainment of the performance milestones. Receipts in excess of revenue earned as of the balance sheet date are included in deferred revenue.

Stock-based compensation

We account for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. We account for non-employee share-based awards in accordance with ASC Topic 505-50.

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Contractual Obligations

As of ~~January~~April 3130, 2016, we have no fixed contractual obligations or commitments that include future estimated payments.

Off-Balance Sheet Arrangements

As of the date of this report, we did not have any off-balance sheet arrangements that have, or is reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

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ITEM 4. CONTROLS AND PROCEDURES.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions regarding required disclosure.

As of ~~January~~April 3130, 2016, the end of our second quarter covered by this report, we carried out an evaluation, under the supervision of our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this quarterly report because there was no segregation of the duties with only two members in our management team. Our board of directors has only two members. We do not have a formal audit committee.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended). In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of ~~January~~April 3130, 2016. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of ~~January~~April 3130, 2016, our internal control over financial reporting is ineffective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US generally accepted accounting principles. This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this quarterly report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

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Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

None.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to, and none of our property is the subject of, any pending legal proceedings. To our knowledge, no governmental authority is contemplating any such proceedings.

ITEM 1A. RISK FACTORS.

Not required to be provided by smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the ~~three~~six months ended ~~January~~April 3130, 2016, the Company granted 429,~~400~~900,000 and issued 329,~~900~~400,000 shares of common stock for consulting services. The fair value of the common stock issued was $58313,~~575~~375 based on the market price of the Company’s common stock on the date of grant. The 500,000 shares authorized but not issued is recorded as $1,500 (based on the market value on the date of grant) stock payable as of ~~January~~April 3130, 2016.

During the ~~three~~six months ended ~~January~~April 3130, 2016, the Company converted $71203,~~205~~543 of debt for 25219,~~298~~911,~~390~~718 shares of common stock. Due to excess share issuance ~~of 2~~,~~026,129,~~ the Company ~~recognized~~ recognized a loss on conversion of $13140,~~686~~304; the excess shares were valued based on fair market value on the date of conversion.

With respect to the transactions noted above. Each of the recipients of securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as each of them has such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving securities of the Company. No solicitation was made and no underwriting discounts were given or paid in connection with these transactions. The Company believes that the issuance of its securities as described above was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None

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ITEM 6. EXHIBITS.

Exhibit No.	Description
3.1	Articles of Incorporation(incorporated by reference to Exhibit 3.1 of the Form S-1 filed with the Securities and Exchange Commission by Pocket Games, Inc. on December 18, 2013)
3.2	Bylaws(incorporated by reference to Exhibit 3.1 of the Form S-1 filed with the Securities and Exchange Commission by Pocket Games, Inc. on December 18, 2013)
3.3*	Amended Articles of Incorporation dated April 25, 2014
4.1	Form of Subscription Agreement(incorporated by reference to Exhibit 4.1 of the Form S-1 filed with the Securities and Exchange Commission by Pocket Games, Inc. on December 18, 2013)
10.1	Executive Employment Agreement with David Lovatt (incorporated by reference to Exhibit 10.1 of the Form S-1 filed with the Securities and Exchange Commission by Pocket Games, Inc. on December 18, 2013)
10.2	Executive Employment Agreement with Elliott Polatoff (incorporated by reference to Exhibit 10.2 of the Form S-1 filed with the Securities and Exchange Commission by Pocket Games, Inc. on December 18, 2013)
10.3	Consulting Agreement with Yaakov Sean Fulda (incorporated by reference to Exhibit 10.3 of the Form S-1 filed with the Securities and Exchange Commission by Pocket Games, Inc. on December 18, 2013)
10.4	SH3G IOS/Android Milestone Schedule with DNA Interactive Games Limited (incorporated by reference to Exhibit 10.4 of the Form S-1/A filed with the Securities and Exchange Commission by Pocket Games, Inc. on January 15, 2014)
10.5	Rental Agreement with Yaakov Fulda (incorporated by reference to Exhibit 10.6 of the Form S-1/A filed with the Securities and Exchange Commission by Pocket Games, Inc. on January 15, 2014)
10.6	Memorandum of Deliverables by Fluid Games(incorporated by reference to Exhibit 10.6 of the Form S-1/A filed with the Securities and Exchange Commission by Pocket Games, Inc. on February 21, 2014)
10.7	Intellectual Property Purchase Agreement (incorporated by reference to Exhibit 10.7 of the Form S-1/A filed with the Securities and Exchange Commission by Pocket Games, Inc. on March 27, 2014)
10.8*	DTC Advisory Services Agreement with Vstock Transfer, LLC dated May 8, 2014
10.9*	Promissory Note with Elliot Polatoff dated May 7, 2014
10.10*	Amendment to Promissory Note with Elliot Polatoff dated June 24, 2014
31.1*	Certification of David Lovatt, CEO and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1*	Certification of David Lovatt, CEO and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS*	XBRL Instance Document
101.SCH*	XBRL Schema Document
101.CAL*	XBRL Calculation Linkbase Document
101.DEF*	XBRL Definition Linkbase Document
101.LAB*	XBRL Labels Linkbase Document
101.PRE*	XBRL Presentation Linkbase Document

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	POCKET GAMES, INC.
Date: March 21, 2016	By:	/s/ David Lovatt
Date: August __, 2018	By:	/s/ David Lovatt
		David Lovatt, Chief Executive Officer (Principal Executive Officer)
Date: March 21, 2016	By:	/s/ David Lovatt
Date: August __, 2018	By:	/s/ David Lovatt
		David Lovatt, Chief Financial Officer and Principal Accounting Officer

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