UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15(dD) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported) March 1, 2011~~1934

~~Game~~Date ~~Face~~of ~~Gaming~~report (Date of earliest event reported): October 27, ~~Inc.~~2011

~~(Exact~~GAME ~~name~~FACE ofGAMING, ~~registrant as specified in its charter)~~INC.

Florida		333-164651		27-1551007
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Its Charter)

20 East Sunrise Highway Suite 202 Valley Stream NY		11581
(Address of principal executive offices)		(Zip Code)

Florida

~~Registrant’s~~(State ~~telephone~~or ~~number,~~Other ~~including~~Jurisdiction ~~area~~of ~~code (516~~Incorporation) ~~303- 8100~~

(Former name or former address, if changed since last report)

333-164651		27-1551007
(Commission File Number)		(IRS Employer Identification No.)

20 East Sunrise Highway, Suite 202, Valley Stream, New York 11581

(Address of Principal Executive Offices, Zip Code)

(516) 303- 8100

(Registrant's telephone number, including area code)

____________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

~~Bridge~~On ~~Financing~~October 22, 2011, Game Face Gaming, Inc., a Florida corporation (the “Company”), entered into modification and extension agreements (“Modification Agreements”) with each of Beth Englard, L Frankel Irrevocable Trust and JN Invest LLC to extend the maturity date of three promissory notes in the aggregate principal amount of $25,000, 50,000 and $100,000, respectively, from December 1, 2011 to January 15, 2012. On December 14, 2011, the note with JN Invest LLC in the principal amount of $100,000 together with accrued interest thereon of $6,465.75, was repaid. On January 14, 2012, the two outstanding notes were further modified to extend the maturity dates to the earlier of April 15, 2012 or the date the Company receives at least $600,000 in financing.

On ~~March~~December 414, 2011, ~~Game~~the ~~Face~~Company ~~Gaming,~~entered ~~Inc.,~~into aan ~~Florida~~Amendment ~~corporation~~to ~~(the “Company”)~~Note, ~~entered~~dated ~~into~~October a31, ~~Convertible~~2011 ~~Note~~and ~~Purchase~~Second ~~Agreement~~Amendment ~~with~~to ~~three~~Note, ~~accredited~~dated ~~investors~~August ~~for~~17, ~~the~~2011 ~~sale~~with ofSmall ~~Convertible~~Cap ~~Promissory~~Consultants, ~~Notes~~Inc. (~~the~~ “~~Note~~Small Cap”) into extend the ~~aggregate~~maturity ~~principal~~date ~~amount~~ of ~~$175,000.~~two ~~The~~outstanding ~~Notes bear interest at the rate of 8~~6.5% ~~per~~promissory ~~annum~~notes ~~and~~each ~~can~~in ~~be prepaid by~~ the ~~Company~~principal ~~without~~amount ~~penalty~~of ~~upon~~$100,000 5from ~~days~~December ~~advance~~31, ~~notice~~2011 toand ~~the~~October ~~holder.~~15, ~~The~~2011, ~~Notes~~respectively, ~~mature~~to on the earlier of 8January ~~months~~15, ~~from~~2012 ~~issuance~~ or ~~upon~~ the ~~closing~~date ~~of any offering from which~~ the Company ~~shall~~receives ~~have raised the gross amount of~~ $2500,000~~,000.~~ ~~The~~in ~~holder~~financing. ~~can~~On ~~request~~January14, ~~that~~2012, the Company ~~pay~~entered ~~interest~~into ina ~~shares~~Second ofAmendment ~~common~~to ~~stock~~Note ~~(at~~dated ~~the~~October ~~same~~31, ~~conversion~~2011 ~~rate described below). All principal~~ and ~~accrued~~a ~~interest~~Third onAmendment ~~the~~to Note isdated ~~convertible~~August ~~into~~17,2011 ~~shares~~to offurther ~~our~~extend ~~common stock at~~ the ~~election~~maturity date of the ~~investor~~notes atfrom ~~any~~January ~~time~~15, 602012 ~~days after issuance at a conversion price equal~~ to the ~~greater~~earlier of ~~$0.25~~April ~~per~~15, ~~share~~2012 or ~~a 50% discount to~~ the ~~average~~date of the 10Company ~~closing~~receives ~~bid~~at ~~prices~~least of$500,000 ~~the~~in ~~common~~financing. ~~stock~~If ~~during~~ the 10Company ~~trading~~fails ~~day~~to ~~period~~timely ~~ending~~pay 5the ~~days~~notes ~~prior~~and toaccrued ~~conversion.~~interest ~~The~~when ~~number~~due, ofit ~~shares~~will ~~issuable upon conversion shall~~ be ~~proportionally~~required ~~adjusted~~to issue to ~~reflect~~Small ~~any~~Cap ~~stock~~20,000 ~~dividend~~shares, ~~split~~(for orthe ~~similar~~first ~~events.~~30 ~~The~~days), ~~Notes~~50,000 ~~contain~~shares ~~default~~(for ~~events~~day ~~which,~~31 ifthrough ~~triggered~~60) and ~~not~~1,000,000 ~~cured~~shares ~~within~~thereafter ~~10 days~~ of ~~notice,~~its ~~will~~common ~~result~~stock inper aday, ~~default~~commencing ~~interest~~April ~~rate~~15, ~~of 1~~2012.~~5% per month~~

~~The~~On each of November 30, 2011, December 12, 2011 and December 14, 2011, the Company ~~intends~~issued toa ~~offer~~promissory upnote toin the principal amount of $~~300~~25,000, $75,000 and $106,000, respectively, to each of ~~such~~Arevim, Inc., BFSF, LLC and BSF II, LLC respectively (the “Demand Notes”). ~~under~~The ~~Section~~Demand 4Notes bear interest at 6% per annum and can be prepaid by the Company without penalty. If the Demand Notes and accrued interest thereon are not paid within 10 days of demand, the interest rate will increase to 12% retroactive to the date of issuance of the Demand Note. All principal and accrued interest on the Demand Notes are convertible into shares of the Company’s common stock at the election of the holder at a conversion price per share equal to the lower of (2i) $0.10 and (ii) the closing bid price on the date of conversion. If the ~~Securities~~Company ~~Act~~fails to timely pay the Demand Note and accrued interest, it will be required to issue to the holder 20,000 shares, (for the first 30 days), 50,000 shares (for day 31 through 60) and 1,000,000 shares thereafter of ~~1933~~its common stock per day. Lisa Grossman, asis ~~amended~~a managing member of BFSF, LLC and~~/or~~ ~~Regulation~~BSF DII, ~~promulgated~~LLC. byShe is the ~~Securities~~wife of Yitz Grossman, a consultant to the Company, and ~~Exchange~~president ~~Commission~~of Arevim and a managing member of BFSF, LLC.

~~For all the terms and conditions of the Purchase Agreement and Note described above, reference is hereby made to such agreement and note annexed hereto as Exhibit 10.8 and Exhibit 4.~~2~~, respectively. All statements made herein concerning the foregoing agreement and note are qualified by reference to said Exhibits.~~

~~License~~On ~~Agreements~~January 18, 2012, the Company issued a demand promissory note in the principal amount of $85,000 to BSF II LLC (“BSF II Note”). The BSF II Note is payable upon demand at any time after February 15, 2012. The BSF II Note bears interest at 6% per annum and can be prepaid by the Company without premium or penalty.

OnFor ~~March~~all ~~1, 2011,~~ the ~~Company~~terms ~~entered into a Poker License Agreement with Atlas Software USA Inc., a New Jersey corporation pursuant to which the Company granted Atlas the right to install~~ and ~~use~~conditions ~~the~~of ~~Game Face Gaming software program for its own website and business. The Company retained all right, title and interest to its software. In consideration for~~ the ~~license,~~Modification ~~Atlas paid the Company $55~~Agreements,~~000,~~ ~~and will pay~~ the ~~Company~~Amendments ~~(i)~~to ~~$27,500~~Note ~~upon acceptance of all design work, customization~~ and the ~~initiation~~Demand ofNotes ~~alpha~~described ~~testing that will support a minimum of 1~~above,~~000~~ ~~users;~~reference ~~and~~is ~~(ii)~~hereby ~~$27,500~~made ~~upon~~to ~~resolution~~such ofdocuments ~~issues~~annexed ~~derived~~hereto ~~during~~as ~~the~~Exhibits ~~alpha testing and the completion of a beta test~~4.3 Itthrough isExhibit ~~anticipated that the alpha testing will be completed by April 15th and the completion of the beta by June 15th~~4.10. IfAll ~~payment~~statements ~~is not~~ made inherein ~~accordance~~concerning ~~with~~ the ~~terms~~foregoing ofdocuments ~~the~~are ~~agreement,~~qualified ~~the~~by ~~Company~~reference ~~has the right~~ to ~~impose~~said ~~a 1% penalty per month on any overdue amount, and if not paid following 30 days notice, the Company may cancel the agreement~~Exhibits.

~~The~~On February 27, 2012, the Company ~~did~~entered ~~not~~into ~~provide~~a ~~Atlas~~note ~~with~~purchase ~~any~~agreement ~~specific~~(“Purchase ~~warranties;~~Agreement”) ifand ~~applicable~~a ~~law~~letter ~~requires~~agreement ~~any~~(“Letter ~~warranties~~Agreement”) with ~~respect~~Corporate toDebt ~~the~~Consultants, ~~software~~LLC, ~~such~~a ~~warranty~~New isYork limited toliability 90company ~~days~~(“CDC”), ~~from~~pursuant ~~delivery.~~to Ifwhich ~~Atlas~~CDC ~~notifies~~will lend the Company an aggregate of ~~any~~$500,000 ~~non-compliance~~pursuant to 5% promissory notes as follows: $215,000 ~~and~~may be requested by the Company ~~fails~~on toor ~~correct~~after ~~the~~March ~~reported~~6, ~~non-compliance~~2012 ~~within~~to 15be ~~business~~paid ~~days~~by CDC by March 13, ~~Atlas~~2012; $80,000 may ~~immediately~~be ~~terminate~~requested by the ~~license~~Company at any time after on or after March 18, 2012; and the ~~Company~~balance ~~would~~of ~~have~~$120,000 tomay ~~refund~~be ~~any~~requested ~~fees~~on ~~paid~~or ~~for~~after ~~such~~April ~~non-compliant~~1, ~~work~~2012. Each ~~Atlas's~~loan ~~failure~~will tobe ~~provide~~unsecured and evidenced by a ~~notice~~promissory note setting forth the interest rate and other terms of ~~rejection~~the ~~within~~loan. 30The ~~days~~Company amended the Purchase Agreement (“Note Purchase Amendment”) to provide for piggyback registration rights and demand registration rights upon a financing of ~~any~~at ~~non-compliance~~least ~~constitutes~~$2,000,000 ~~acceptance.~~by the Company

On ~~March~~February 327, ~~2011~~2012, CDC made the ~~Company~~first ~~entered~~loan ~~into~~of a$85,000 ~~similiar~~to ~~license~~the ~~agreement~~Company ~~with~~and ~~Prodigious~~the ~~Capital~~Company ~~Group~~issued ~~LLC~~(i) ona ~~the~~promissory ~~same~~note ~~terms~~(the ~~and~~“CDC ~~conditions~~Note”) asin the ~~agreement~~principal ~~with~~amount ~~Atlas~~of $85,000 ~~other~~and ~~than~~(ii) ~~the~~1,000,000 ~~payment~~shares of ~~$50,000~~its tocommon ~~the~~stock ~~Company~~to ~~upon~~CDC ~~execution~~concurrent ~~and~~with ~~delivery~~this ofloan. ~~the~~The ~~agreement~~issuances ~~and~~were ~~$25,000~~made ~~due~~in ~~and~~reliance ~~payable~~ upon ~~acceptance~~an ofexemption ~~all~~from ~~design~~registration ~~work,~~provided ~~customization~~under ~~and~~Section 4(2) of the ~~initiation~~Securities Act of ~~alpha~~1933, ~~testing~~as ~~that~~amended. ~~will~~The ~~support~~CDC aNote ~~minimum~~bears ofinterest 1at 5% per annum,~~000~~ ~~users~~can ~~which~~be isprepaid ~~expected~~by ~~July~~the ~~1st;~~Company without penalty or premium, and ~~(ii)~~is ~~$25~~due and payable on August 27,~~000~~ ~~upon~~2012 ~~resolution~~or ofearlier ~~issues~~from ~~derived~~the ~~during~~first proceeds the ~~alpha~~Company ~~testing~~receives ~~and~~from the ~~completion~~sale of asecurities ~~beta~~in ~~test,~~a ~~which~~private isplacement ~~expected~~or ~~September~~a ~~1st.~~registration ~~This~~statement ~~license~~that is ~~limited~~declared toeffective. The ~~the~~CDC ~~"Texas~~Note ~~Hold-em"~~will ~~version~~become ofimmediately ~~the~~due ~~software~~and ofpayable ~~the~~upon ~~Company~~certain ~~and~~events noof ~~other~~default ~~games~~as orset ~~poker~~forth ~~variations~~in the CDC Note.

For all the terms and conditions of the ~~Poker~~Purchase ~~License~~Agreement, ~~Agreements~~Note Purchase Amendment, Letter Agreement and CDC Note, reference is hereby made to such ~~agreements~~documents annexed hereto as Exhibits 10.912, ~~and~~ 10.13, 10.14 and 4.11, respectively. All statements made herein concerning the foregoing ~~agreements~~Exhibits are qualified by reference to said Exhibits.

Section 2- Financial Information

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above under Item 1.01 (Entry into a Material Definitive Agreement) above is incorporated by reference into this Item 2.03.

Section 93 -– ~~Financial~~Securities ~~Statements~~ and ~~Exhibits~~Trading Markets

Item 93.0102 ~~Financial~~Unregistered ~~Statements~~Sale ~~and~~of ~~Exhibits~~Equity Securities.

The disclosure set forth above under Item 1.01 (dEntry into a Material Definitive Agreement) ~~Exhibits~~above is incorporated by reference into this Item 3.02.

Exhibit		Document
4.2		Form of Convertible Promissory Note
10.8		Form of Convertible Note Purchase Agreement
10.9		Poker License Agreement dated March 1, 2011 between Game Face Gaming, Inc. and Atlas Software USA Inc.
10.10		Poker License Agreement dated March 3, 2011 between Game Face Gaming, Inc. and Prodigious Capital Group LLC.

Section 9-Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description

Exhibit 4.3		Form of Modification and Extension Agreement dated October 22, 2011

Exhibit 4.4		Form of Modification and Extension Agreement dated January 14, 2012

Exhibit 4.5		Amendment to Note dated October 31, 2011, dated December 14, 2011

Exhibit 4.6		Second Amendment to Note dated August 17, 2011, dated December 14, 2011

Exhibit 4.7		Second Amendment to Note dated October 31, 2011, dated January 14, 2012

Exhibit 4.8		Third Amendment to Note dated August 17, 2011, dated January 14, 2012

Exhibit 4.9		Form of Demand Promissory Note

Exhibit 4.10		Demand Promissory Note, dated January 18, 2012 issued to BSF II LLC

Exhibit 4.11		Promissory Note, dated February 27, 2012, issued to Corporate Debt Consultants LLC

Exhibit 10.12		Note Purchase Agreement, dated February 27, 2012 between the Company and Corporate Debt Consultants LLC

Exhibit 10.13		Amendment to Note Purchase Agreement, dated February 27, 2012 between the Company and Corporate Debt Consultants LLC

Exhibit 10.14		Letter Agreement, dated February 27, 2012, between the Company and Corporate Debt Consultants LLC

Exhibit 10.15		Addendum to Note Purchase Agreement, dated February 27, 2012, between the Company and Corporate Debt Consultants LLC

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 hereunto duly authorized.

GAME FACE GAMING, INC. By: /s/ Felix Elinson Name: Felix Elinson Title: Chief Executive Officer

	GAME FACE GAMING, INC.

Date: March 9, 2012	By:	/s/ Felix Elinson
	Name:	Felix Elinson
	Title:	Chief Executive Officer

Date: March 4, 2011

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