UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C 20549

FORM 10-Q

þ x QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~September~~March 3031, ~~2011~~2012

COMMISSION FILE NUMBER: ~~333~~000-~~164651~~54415

~~GAME~~ FACE ~~GAMING~~UP ENTERTAINMENT GROUP, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

Florida		27-1551007
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S Employer Identification No.)

20 East Sunrise Highway

Valley Stream, New York 11581

(Address of Principal Executive Offices)

(516) 303-8100

(Issuer's Telephone Number, Including Area Code)

_________________

(Former address, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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 þ No o~~

Indicate by check mark whether the registrant has submitted electronically and posted on its Website, 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 þ x No o .¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.

Large accelerated filer o Accelerated filer o Non- accelerated filer o Small reporting company þx

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o ¨ No þx

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of ~~November~~ May 2115, ~~2011~~2012, 5657,175,000 shares of common stock, $.001 par value per share, of the issuer were outstanding.

Transitional Small Business Disclosure Format (check one): Yes o ¨ No þx

~~GAME~~TABLE ~~FACE~~OF ~~GAMING, INC.~~CONTENTS

INDEX

		Page
PART I

Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures		18

PART II

Item 1.	Legal Proceedings		19
Item IA.	Risk Factors
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3.	Defaults Upon Senior Securities		19
Item 4.	Mine Safety Disclosures		19
Item 5.	Other Information		19
Item 6.	Exhibits		20

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Balance Sheets		3
	Condensed Statements of Operations		4
	Condensed Statements of Cash Flows		5
	Notes to Interim Condensed Financial Statements		6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations		15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		18
Item 4.	Controls and Procedures		18
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		19
Item 1A.	Risk Factors		19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		19
Item 3.	Defaults Upon Senior Securities		19
Item 4.	(Removed and Reserved)		19
Item 5.	Other Information		19
Item 6.	Exhibits		20
	Signatures		21

~~GAME~~PART ~~FACE GAMING, INC~~I. FINANCIAL INFORMATION

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

Face Up Entertainment Group, Inc. (F/K/A Game Face Gaming, Inc.) (A Development Stage Company) Consolidated Balance Sheets

Balance Sheets

	March 31,			December 31,
ASSETS	2012			2011
	(Unaudited)			(Audited)
CURRENT ASSETS:
Cash and cash equivalents	$	48,204		$	18,325
Prepaid expenses and other current assets		16,392			1,621
TOTAL CURRENT ASSETS		64,596			19,946

PROPERTY AND EQUIPMENT (Net)		87,334			35,070

OTHER ASSETS
Intangible asset		100,000			100,000
TOTAL OTHER ASSETS		100,000			100,000

TOTAL ASSETS	$	251,930		$	155,016

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Accounts payable		-		$	10,450
Accrued expenses and other current liabilities		20,058			15,458
Derivative liabilities		529,279			178,070
Notes payable-convertible		961,000			656,000
Accrued interest on notes payable--convertible		24,543			12,396

TOTAL CURRENT LIABILITIES		1,534,880			872,374

STOCKHOLDERS' EQUITY (DEFICIT):
Capital stock - authorized:
250,000,000 common shares, $0.0001 par value
57,175,000 and 56,175,000 shares issued and outstanding at
March 31, 2012 and December 31, 2011, respectively		5,718			5,618
Additional paid in capital		435,112			275,212
Deficit accumulated during the development stage		(1,723,780	)		(998,188	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(1,282,950	)		(717,358	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	251,930		$	155,016

	September 30,			December 31,
	2011			2010
	Unaudited			Audited
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,885		$	584
Prepaid expenses and other current assets		918			-
Total current assets	$	7,803		$	584
NON-CURRENT ASSETS
Property and Equipment - net of accumulated depreciation
of $1,571 at September 30, 2011		7,856
Intangible Assets		125,000			-
Total non-current assets		132,856
TOTAL ASSETS	$	140,659		$	584
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Current Liabilities
Bridge Loans - net of debt discount
of $16,164 at September 30, 2011	$	378,836		$	-
Derivative liabilities		223,091
Accounts payable		7,500			3,000
Loan payable officer		-			3,000
Accrued Expenses and Other Current Liabilities		32,644			-
Total Current Liabilities		642,071			6,000
TOTAL LIABILITIES	$	642,071		$	6,000
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock - authorized:
250,000,000 common shares, $0.0001 par value
55,925,000 and 9,000,000 shares issued and outstanding at
September 30, 2011 and December 31, 2010, respectively	$	3,819		$	1,020
Additional paid in capital		202,011			19,980
Deficit accumulated during the development stage		(707,242	)		(26,416	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(501,412	)		(5,416	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	140,659		$	584

~~(f/k/a~~Face ~~Intake~~Up ~~Communications~~Entertainment Group, Inc).

(F/K/A Game Face Gaming, Inc.)

(A Development Stage Company)

Consolidated Statements of Operations

													For the Period
	Three Months Ended			Three Months Ended			For the Period December 24, 2009 (Inception) to
	Three Months			Three Months			Nine Months			Nine Months			December 24,
	March 31,			March 31,			March 31,
	Ended			Ended			Ended			Ended			2009 (Inception) to
	2012			2011			2012
	September 30,			September 30,			September 30,			September 30,			September 30,
REVENUES:
	2011			2010			2011			2010			2011
Net revenue	$	-		$	105,000		$	105,000
REVENUES
EXPENSES:
White Label Solutions Contract	$	-					$	105,000		$	-		$	105,000
Depreciation expense		786			0			3,143
Cancellation of Debt Income		-						2,416						2,416
General & administrative expenses		201,450			114,747			969,353
Interest Income					-			2			-			2
Total expenses		202,236			114,747			972,496
Total Revenues		-			-			107,418			-			107,418
Operating Loss		(202,236	)		(9,747	)		(867,496	)
EXPENSES
OTHER INCOME (EXPENSE):
Advertising Expense		5,936						8,336						8,336
Interest expense		(172,147	)		(1,167	)		(329,421	)
Affiliate Expense		-						100						100
Derivate liability		(351,209	)		0			(529,279	)
Bank Service Charges		638						1,049						1,271
Other income - cancellation of debt		-			2,416			2,416
Filing Fee														150
Total other income (expense)		(523,356	)		1,249			(856,284	)
Organizational Expense														227
Income (Loss) before Provision for Income Taxes		(725,592	)		(8,498	)		(1,723,780	)
SEC Filing Fee														1,822
Provision for Income Taxes		-			-			-
Transfer Agent Fee														2,030
Net Loss	$	(725,592	)	$	(8,498	)	$	(1,723,780	)
Sponsorships		22,015						47,015						47,015
PER SHARE DATA:
Consulting Services		58,940						145,599						145,599
Basic and diluted loss per common share	$	(0.01	)	$	(0.00	)
Financing Costs		269,427						269,427						269,427
Weighted Average Common shares outstanding		56,548,626			84,022,222
Interest Expense		5,841						10,508						10,508
Insurance Expense		393						655						655
Miscellaneous		395			65			3,540			475			3,540
Meals and Entertainment		120						120						120
Depreciation Expense		786						1,571						1,571
Hosting Expense		3,333						6,979						6,979
Office Expense		115						981						981
Salaries		34,903						106,000						106,000
Payroll Taxes		14,413						8,428						8,428
Postal Expense		105						105						105
Prize Payouts		435						435						435
Promotions/Trade Show Expense		3,231						43,822						43,822
Software Development		32,660						71,750						71,750
Software Expense		638						8,373						8,373
Telephone Expense		1,102						2,004						2,004
Travel		3,000						3,000						3,000
Professional Fees		13,233			12,969			48,447			18,867			70,412
Total Expenses		471,659			13,034			788,244			19,342			814,660
Loss Before Income Taxes		(471,659	)		(13,034	)		(680,826	)		(19,342	)		(707,242	)
Provision for Income Taxes		-			-			-			-			-
Net Loss	$	(471,659	)	$	(13,034	)	$	(680,826	)	$	(19,342	)	$	(707,242	)
PER SHARE DATA:
Basic and diluted loss per common share	$	(0.008	)	$	(0.001	)	$	(0.014	)	$	(0.002	)
Weighted Average Common shares outstanding		55,805,435			10,200,000			48,083,852			9,558,242

Face Up Entertainment Group, Inc. (F/K/A Game Face Gaming, Inc.) (A Development Stage Company) Consolidated Statements of ~~Cash~~Stockholders' ~~Flows~~Equity (Deficit)

							For the Period
													Deficit
							from Inception
													Accumulated
							December 24,
							Additional			Stock			During the
	For the Nine Months Ended						2009 to
	Common Stock						Paid-in			Subscriptions			Development
	September 30,			September 30,			September 30,
	Shares			Amount			Capital			Receivable			Stage			Total
	2011			2010			2011
Inception - December 24, 2009		-		$	-		$	-		$	-		$	-		$	-
OPERATING ACTIVITIES
Common shares issued to Founder
Net Income (Loss)	$	(680,826	)		(19,342	)		(707,241	)
for cash at $0.001 per share
Depreciation		1,571						1,571
(par value $0.00001) on December 24, 2009		117,000,000			11,700			(2,700	)		(3,000	)		-			6,000
Common stock issued for Services		22,330						22,330
Loss for the period from inception on
Common stock issued for financing costs		46,336						46,336
December 24, 2009 to December 31, 2009		-			-			-			-			(3,579	)		(3,579	)
Changes in Operating Assets and Liabilities:
Balance - December 31, 2009		117,000,000			11,700			(2,700	)		(3,000	)		(3,579	)		2,421
Increase (decrease) in
Payment of Subscription Receivable											3,000						3,000
Prepaid Expenses and other current assets		(918	)					(918	)
Common shares issued to Investors
Derivative liabilities		223,091						223,091
for cash at $0.01 per share
Accounts payable and accrued liabilities		37,144			(2,304	)		40,144
(par value $0.00001) on May 26, 2010		15,600,000			1,560			10,440									12,000
Net cash used in operating activities		(351,272	)		(21,646	)		(374,687	)
Loss for the year ended December 31, 2010														(22,837	)		(22,837	)
FINANCING ACTIVITIES
Balance - December 31, 2010		132,600,000			13,260			7,740			-			(26,416	)		(5,416	)
Common stock issued for cash		-			15,000			21,000
Common shares cancelled by
Notes Payable		395,000						395,000
the Corporation on February 10, 2011		(104,666,667	)		(10,467	)		10,467									-
Loan from officer	$	(3,000	)		2,400.00			-
Common shares issued at $0.0044 per share
Net cash provided by financing activities		392,000			17,400			416,000
(par value $0.0001) for the contribution of
INVESTMENT ACTIVITIES
intangible assets on February 22, 2011		22,666,667			2,267			97,733									100,000
Computer Hardware Purchased for cash	$	(9,427	)					(9,427	)
Common shares issued to Consultants for services at
Source Code purchased for cash		(25,000	)					(25,000	)
$0.0044 per share (par value $0.0001) on June 23, 2011		5,075,000			508			21,822									22,330
Net cash provided by investment activities		(34,427	)					(34,427	)
Common shares issued for finance costs at
INCREASE IN CASH AND CASH EQUIVALENTS		6,301			(4,246	)		6,885
$0.25 per share (par value $0.0001) on August 17, 2011		250,000			25			62,475									62,500
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		584			6,000			-
Common shares issued for finance costs
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	6,885			1,754			6,885
$0.30 per share (par value $0.0001) on October 31, 2011		250,000			25			74,975									75,000
Supplemental Cash Flow Disclosures:
Loss for the year ended December 31, 2011														(971,772	)		(971,772	)
Cash paid for:
Balance - December 31, 2011		56,175,000			5,618			275,212			-			(998,188	)		(717,358	)
Interest expense	$	156			-			156
Common shares issued for finance costs
Income taxes	$	-			-			-
$0.16 per share (par value $0.0001) on February 27, 2012		1,000,000			100			159,900									160,000
Loss for the three months ended March 31, 2012														(725,592	)		(725,592	)
Balance - March 31, 2012		57,175,000		$	5,718		$	435,112		$	-		$	(1,723,780	)	$	(1,282,950	)

~~GAME~~Face ~~FACE~~Up ~~GAMING~~Entertainment Group, ~~INC~~Inc. (F/K/A Game Face Gaming, Inc.) (A Development Stage Company) Consolidated Statements of Cash Flows

(F/K/A INTAKE COMMUNICATIONS, INC.)

	Three Months Ended			Three Months Ended			For the Period December 24, 2009 (Inception) to
	March 31,			March 31,			March 31,
	2012			2011			2012
OPERATING ACTIVITIES:
Net loss	$	(725,592	)	$	(8,498	)	$	(1,723,780	)

Depreciation		786						3,143
Common stock issued for services		-						22,330
Common stock issued for financing costs		160,000						297,500

Changes in Assets and Liabilities:
(Increase) decrease in current assets:
Prepaid Expenses and other current assets		(14,771	)					(16,392	)
Increase (decrease) in current liabilities:
Accounts payable		(10,450	)		1,161			-
Derivative liabilities		351,209						529,279
Accrued interest on convertible debt		12,147						24,543
Accrued expenses and other current liabilities		4,600			-			20,058

Net cash used in operating activities		(222,071	)		(7,337	)		(843,319	)

INVESTMENT ACTIVITIES:
Computer hardware purchased		-			(9,427	)		(9,427	)
Source code purchased		(53,050	)		-			(81,050	)
Net cash provided by investment activities		(53,050	)		(9,427	)		(90,477	)

FINANCING ACTIVITIES:
Common stock issued								21,000
Proceeds of notes payable		305,000			175,000			1,156,000
Repayments of notes payable		-						(195,000	)
Loan from officer		-			(3,000	)		-
Net cash provided by financing activities		305,000			172,000			982,000


INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		29,879			155,236			48,204

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		18,325			584			-

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	48,204		$	155,820		$	48,204

Supplemental Cash Flow Disclosures:
Cash paid for:
Interest expense	$	172,147		$	-		$	329,421
Income taxes	$	-		$	-		$	-
Non-cash transactions:
Stock Issued for intangible asset	$	-		$	100,000		$	100,000

Face Up Entertainment Group, Inc.

(F/K/A Game Face Gaming, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~(SEPTEMBER~~March 3031, ~~2011)~~2012

UNAUDITED

NOTE 1 - GENERAL ORGANIZATION AND BUSINESS

~~Game~~ Face ~~Gaming~~Up Entertainment Group, Inc. (f/k/a ~~Intake~~Game ~~Communications~~Face Gaming, Inc.) ~~was~~(the ~~incorporated~~"Company") is ~~under~~a ~~the~~development ~~laws~~stage ofcompany, incorporated in the State of Florida on December 24, 2009, to ~~engage~~provide insoftware ~~developing~~to ~~the~~companies ~~internet’s first Reality Gaming Social Network. We seek~~ to ~~penetrate~~help ~~the~~them market inand ~~the~~sell ~~business~~their ofmusic ~~operating~~and aentertainment ~~non-wagering~~content ~~Internet~~to ~~gaming company~~consumers. ~~Our~~On ~~Internet~~April ~~Gaming~~24, ~~platform~~2012 ~~incorporates~~the ~~proprietary~~Company ~~technologies~~changed ~~that~~its ~~will~~name ~~provide~~from ~~users~~Game ~~with~~Face ~~streaming video~~Gaming, ~~audio~~Inc. ~~and~~(F/K/A ~~messaging~~Intake ~~capabilities~~Communications, ~~enhancing~~Inc.) ~~both~~to ~~the~~Face ~~users~~Up ~~experience~~Entertainment ~~and~~Group, ~~the gaming experience~~Inc.

~~Game~~Thereafter, ~~Face~~the ~~Gaming’s~~Company ~~proprietary~~engaged ~~platform will be used~~ in ~~creating~~developing ~~a vast global gaming network consisting of games from every region of~~ the ~~globe,~~internet’s ~~supporting~~first ~~native~~Reality ~~languages~~Gaming asSocial ~~well as cross language functionality~~Network. ~~Once~~The ~~these~~Company ~~games~~seeks ~~make~~to ~~their~~penetrate ~~way~~the ~~onto~~market ~~our~~in ~~platform~~the ~~they~~business ~~will~~of beoperating ~~accessible~~a onnon-wagering ~~almost~~Internet ~~all~~gaming ~~devices currently used to access the internet~~company. InThe ~~addition~~Internet toGaming ~~popular~~platform ~~and~~incorporates ~~well~~proprietary ~~known~~technologies ~~games~~ that ~~are~~will ~~already~~provide ~~being~~users ~~played~~with onstreaming ~~line~~video, byaudio ~~tens~~and ofmessaging ~~millions~~capabilities ofenhancing ~~people~~both ~~around~~ the ~~world,~~users ~~Game~~experience ~~Face~~and ~~will~~the begaming ~~launching its own in- house developed games as well~~experience.

Face Up Entertainment Group, Inc. proprietary platform will be used in creating a vast global gaming network consisting of games from every region of the globe, supporting native languages as well as cross language functionality. Once these games make their way onto our platform they will be accessible on almost all devices currently used to access the internet. In addition to popular and well known games that are already being played on line by tens of millions of people around the world, Face Up will be launching its own in- house developed games.

NOTE 2 - SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company is currently a development stage enterprise reporting under the provisions of FASB ASC 915, Development Stage Entity. The financial statements have been prepared on the accrual basis of accounting in conformity accounting principles generally accepted in the United States of America.

Principles of Consolidation

The consolidated financial statements include the accounts of Face Up Entertainment Group, Inc. (f/k/a Game Face Gaming, Inc.) and its wholly owned subsidiary Socii Management, LLC. All material intercompany balances and transactions have been eliminated from in consolidation.

Cash and Cash Equivalents

For purposes of the cash flow statements, the company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At ~~September~~March 3031, ~~2011~~2012 the company did not have any balances that exceeded FDIC insurance limits.

GAME FACE GAMING, INC.

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(SEPTEMBER 30, 2011)

UNAUDITED

Property and Equipment

Property and equipment is stated at cost. Depreciation and amortization expense is computed using principally accelerated methods over the estimated useful life of the related assets ranging from 3 to 7 years. When assets are sold or retired, their costs and accumulated depreciation are eliminated from the accounts and any gain or loss resulting from their disposal is included in the statement of operations.

The Company recognizes an impairment loss on property and equipment when evidence, such as the sum of expected future cash flows (undiscounted and without interest charges), indicates that future operations will not produce sufficient revenue to cover the related future costs, including depreciation, and when the carrying amount of the asset cannot be realized through sale. Measurement of the impairment loss is based on the fair value of the assets.

Face Up Entertainment Group, Inc.

(F/K/A Game Face Gaming, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

Long-Lived Assets

Long-lived assets such as intangible assets other than goodwill, furniture, equipment and leasehold improvements are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of asset groups to be held and used inis measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluated its long-lived assets and no impairment charges were recorded for any of the periods presented.

Earnings (Loss) per Share

The Company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding for all periods presented.

Software Development Costs

The Company accounts for costs incurred to develop computer software for internal use in accordance with FASB ASC 350-40 “Internal-Use Software”. As required by ASC 350-40, the Company capitalizes the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project along with post-implementation stages of internal use computer software are expensed as incurred. Capitalized development costs are amortized over a period of one to three years. Costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life.

Dividends

The Company has not adopted a policy regarding payments of dividends. No dividends have been paid during the period presented and no payments are foreseen in the near future.

GAME FACE GAMING, INC.

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(SEPTEMBER 30, 2011)

UNAUDITED

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of ~~September~~March 3031, ~~2011~~2012.

Uncertain Tax Positions

The Company adopted the provisions of Accounting for Uncertainty in Income Taxes (“Uncertain Tax Positions”) of the ASC. Uncertain Tax Positions prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under “Uncertain Tax Positions”, an entity may only recognize or continue to recognize tax positions that meet a ““more-than-likely-than-not” threshold. All related interest and penalties would be expensed as incurred. The Company has evaluated its tax position for the period ended ~~September~~March 3031, ~~2011~~2012 and such evaluation did not require a material adjustment to the financial statements..

Face Up Entertainment Group, Inc.

(F/K/A Game Face Gaming, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

Advertising

The Company expenses advertising as incurred. ~~Since~~For ~~inception~~the three months ended March 31, ~~the~~2012 and 2011, advertising ~~dollars~~expense ~~spent~~totaled ~~have~~$89,629 ~~been~~and $80,~~336~~ respectively.

Stock Based Compensation

The Company accounts for all stock based payments in accordance with ASC Topic 718, which requires the Company to measure all employee stock-based compensation awards using a fair value method and record the related expense in the financial statements. The Company utilizes the Black-Scholes model to estimate the value of options granted.

Estimates

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

GAME FACE GAMING, INC.

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(SEPTEMBER 30, 2011)

UNAUDITED

Fair Value of Financial Instruments

The carrying amounts of the Company’s accounts payable, accrued expenses and notes payable approximate fair value due to the relatively short period to maturity for these instruments.

Concentration of Credit Risk

The Company’s financial instruments that are exposed to the concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s places its cash with high quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Cash and cash equivalents held in a bank may exceed federally insured limits at year end and at various points during the year.

The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its trade accounts receivable credit risk exposure is limited.

Revenue Recognition

The company has adopted the following revenue recognition guidelines.

Sale of subscriptions

Revenue from sale of subscriptions is recognized when the following conditions are satisfied:

* The user properly registered with the website of the Company, and provided the Company with a valid proof of identity and address. Furthermore the Company had set up a valid user account for the user;

* The amount of revenue can be measured reliably;

* The costs incurred or to be incurred in respect of the transaction can be measured reliably.

Whitepaper Solution income

Revenue from sale of Whitepaper Solutions is recognized when the following conditions are met:

* The contract for the solutions clearly specifies the price and payment options with the transfer of ownership;

* The Company is reasonably expected to complete the project in the time frame that the contract sets forth;

* As the milestones set forth in the contract are met, the Company will recognize revenue as set forth in the contract;

* As set forth in the contract the amount of revenue can be measured reliably;

* There is a reasonable belief that buyer is expected to pay the whole amount as the milestones are met.

~~GAME~~Face ~~FACE~~Up ~~GAMING~~Entertainment Group, ~~INC~~Inc.

(F/K/A Game Face Gaming, Inc.)

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~(SEPTEMBER~~March 3031, ~~2011)~~2012

UNAUDITED

Effect of recently issued accounting standards

The company has adopted all recently issued accounting pronouncements. The Adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

~~Subsequent~~NOTE ~~Events~~3 - INCOME TAXES

~~The~~Deferred ~~Company~~tax ~~has~~attributes ~~evaluated~~resulting ~~all~~from ~~subsequent~~differences ~~events~~between ~~from~~financial ~~the~~accounting ~~balance~~methods ~~sheet~~and ~~through~~tax ~~November~~basis ~~21,~~of ~~2011,~~assets ~~which~~and ~~represents~~liabilities ~~the~~at ~~date~~March ~~these~~31, ~~financial~~2012 ~~statements~~ are ~~available~~as tofollows be(rounded ~~issued.~~to ~~See Note 7 for information regarding subsequent events that impacted~~ the ~~Company.~~nearest hundred):

NOTE 3 - INCOME TAXES:

	March 31, 2012
Noncurrent Assets:
Net operating loss carry-forwards	$	360,000
Valuation Allowance	$	(360,000	)
Net Deferred Tax Asset	$	$0

~~Deferred~~At ~~tax~~March ~~attributes~~31, ~~resulting~~2012, ~~from~~the ~~differences~~Company ~~between~~had ~~financial~~estimated ~~accounting~~net ~~methods~~loss ~~and~~carry ~~tax~~forwards ~~basis~~of approximately $1,200,000 which expire between 2030 through 2031. Utilization of ~~assets~~these ~~and~~net ~~liabilities~~operating atloss ~~September~~card ~~30,~~forwards ~~2011~~may ~~and~~be ~~December~~limited ~~31,~~in ~~2010~~accordance ~~are~~with asIRC ~~follows~~Section ~~(rounded~~382 toin the ~~nearest~~event ~~hundred):~~of certain shifts in ownership.

	September 30, 2011			December 31,2010
Noncurrent Assets:
Net operating loss carry-forwards	$	133,000		$	9,600
Valuation Allowance	$	(133,000	)	$	(9,600	)
Net Deferred Tax Asset	$	$0		$	$0

At September 30, 2011, the Company had estimated net loss carry forwards of approximately $443,000 which expire between 2030 through 2031. Utilization of these net operating loss card forwards may be limited in accordance with IRC Section 382 in the event of certain shifts in ownership.

The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows:

September 30, 2011	Amount			Percent
March 31, 2012	Amount			Percent
Book income at Federal Statutory Rate	$	(~~102~~94,~~800~~000	)		25	%
State Taxes, net of Federal Benefit	$	(2018,~~600~~000	)		5	%
Change in Valuation Allowances	$	~~123~~112,~~400~~000			(30	%)
	$	0			0	%

GAME FACE GAMING, INC.

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

(SEPTEMBER 30, 2011)

UNAUDITED

NOTE 4 - STOCKHOLDERS' EQUITY

Common Stock

On December 24, 2009, the Company issued 117,000,000 of its $0.0001 par value common stock at $0.001 per share for $6,000 cash and $3,000 in a subscription receivable to the founder of the Company. The issuance of the shares was made to the sole officer and director of the Company and an individual who is a sophisticated and accredited investor, therefore, the issuance was exempt from registration of the Securities Act of 1933 by reason of Section 4 (2) of that Act.

Face Up Entertainment Group, Inc.

(F/K/A Game Face Gaming, Inc.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2012

On May 26, 2010 the Company issued 15,600,000 common shares to investors in accordance with Form S-1 for cash in the amount of $12,000.

On February 22, 2011 the Company issued 22,666,667 common shares at $0.0001 par value and $0.0044 face value to Lemberg Consulting for their intellectual property and pending patents in the amount of $100,000.

On June 23, 2011 the Company issued 5,075,000 common shares at $0.0001 par value and $0.0044 face value to various “founding fathers” of the company for services rendered to the company in lieu of cash.

On August 17, 2011 the Company issued 250,000 common shares at $0.0001 par value and $0.25 face value as an inducement for the $100,000 note payable issued on that date. The value of the 250,000 common shares issued totaled $62,500.

On October 31, 2011 the Company issued 250,000 common shares at $0.0001 par value and $0.30 face value as an inducement for the $100,000 note payable issued on that date. The value of the 250,000 common shares issued totaled $75,000.

On February 29, 2012 the Company issued 1,000,000 common shares at $0.0001 par value and $0.16 face value as an inducement for the $500,000 line of credit entered by the Company on that date. The value of the 1,000,000 common shares issued totaled $160,000.

On January 6, 2011, the Board of Directors and majority shareholder of the Company approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to (i) affect a 13 for 1 forward stock split of the Company’s issued and outstanding common stock in the form of a dividend. Accordingly there were 10,200,000 pre-split common shares and following the forward split there were 132,600,000 common shares issued and outstanding. All share amounts, including those stated above, have been adjusted to reflect the forward split. On February 10, 2011, Ron Warren, the principal shareholder and sole officer and director of the Company cancelled 104,666,667 of his own shares and on February 22, 2011 the Company issued an additional 22,666,667 shares in an intangible asset purchase.

There are 250,000,000 Common Shares at $0.0001 par value authorized with 5557,~~925~~175,000 shares issued and outstanding at ~~September~~March 3031, ~~2011~~2012.

NOTE 5 – RELATED PARTY TRANSACTIONS

The officers and directors of the Company are involved in business activities outside of the company and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company has demand notes payable outstanding totaling $461,000 to related parties, these outstanding notes bear interest between 5% to 6% per annum (See Note 9).

NOTE 6 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period December 24, 2009 (date of inception) through March 31, 2012 the Company has had a net loss of $1,723,780. As of March 31, 2012, the Company has not emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company's ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities from the sale of equity securities, and obtaining loans. The Company intends on financing its future development activities and its working capital needs largely from notes, loans and the sale of public equity securities, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.

~~GAME~~Face ~~FACE~~Up ~~GAMING~~Entertainment Group, ~~INC~~Inc.

(F/K/A Game Face Gaming, Inc.)

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~(SEPTEMBER~~March 3031, ~~2011)~~2012

~~UNAUDITED~~NOTE 7 – PROPERTY AND EQUIPMENT

NOTE 5 - GOING CONCERN

	March 31, 2012

Computer hardware	$	9,427
Source code		81,049
		90,476
Less accumulated depreciation and amortization		(3,142	)
Property and Equipment (net)		87,334

Depreciation and amortization expense	$	786

~~The~~During ~~accompanying financial statements have been prepared assuming that~~ the ~~Company~~three ~~will~~months ~~continue~~ended asMarch ~~a going concern. For the period December 24~~31, ~~2009~~2012 ~~(date of inception) through September 30, 2011~~ the ~~Company~~company ~~has~~acquired ~~had a net loss of~~ $~~707~~53,~~242.~~049 As of ~~September~~source ~~30,~~code ~~2010,~~for ~~the Company has not emerged from the development stage~~cash. In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company's ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities from the sale of equity securities, and obtaining loans. The Company intends on financing its future development activities and its working capital needs largely from loans and the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.

NOTE 68 - INTANGIBLE ASSETS

On February 22, 2011, the Company acquired from Lemberg Consulting an intangible asset worth $100,000 in a non-cash transaction for 22,666,667 shares of the Company. The company purchased future contracts and pending patents for a gaming system that incorporates voice and video into the gaming experience.

~~During~~NOTE ~~the~~9 ~~quarter~~- ~~ended~~CONVERTIBLE ~~September 30, 2011 the company acquired $25,000 of source code for cash.~~DEBT

~~NOTE~~As 7of -March ~~CONVERTIBLE~~31, ~~DEBT~~2012 the bridge notes payable totaled $961,000. The bridge notes payable were offered by the company during 2011 and 2012. The bridge notes payable consist of $325,000 of convertible debt and $636,000 of demand notes bearing interest at rates varying from 5.00% to 6.50% per annum. A total of $416,000 of the demand notes were issued to related parties (See Note 5)

As of September 30, 2011 the bridge notes payable totaled $395,000. The bridge notes payable were offered by the company during 2011. The bridge notes payable consist of $295,000 of convertible debt and $100,000 of demand notes bearing interest at rates varying from 5.00% to 6.50% per annum.

The convertible debt payable was issued by the Company as follows:

On February 22, 2011 the Company issued convertible debt totaling $175,000., ~~The~~bearing ~~Convertible debt bears~~ a rate of 8.0% simple interest per annum. On December 14, 2011, $100,000 was repaid plus accrued interest of $6,466.The ~~principal~~remaining ~~and~~Convertible debt of $75,000 in addition to accrued unpaid interest shall be due and payable on ~~October~~April 2215, ~~2011~~2012. The principal amount and all unpaid interest accrued on this debt maybe converted by the greater of $0.25 per share or 50% of the average closing bid price of the Common stock on the OTC Bulletin Board, for the 10 trading days ending 5 days before the conversion date. On ~~October~~April 14, ~~2011~~2012, the maturity date was extended to ~~December~~June 115, ~~2011~~2012 and the conversion factor was adjusted to $0.05 per share

On June 22, 2011 the Company issued a convertible debt totaling $20,000, bearing a rate of 8.0% simple interest per annum. During December 2011, the principle was repaid in the amount of $20,000 plus $758 of accrued interest.

~~GAME~~Face ~~FACE~~Up ~~GAMING~~Entertainment Group, ~~INC~~Inc.

(F/K/A Game Face Gaming, Inc.)

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~(SEPTEMBER~~March 3031, ~~2011)~~2012

~~UNAUDITED~~On August 17, 2011, the Company issued a convertible debt in amount of $100,000. The convertible debt bears a rate of 6.5% simple interest per annum. The principal and accrued unpaid interest shall be due and payable on April 15, 2012. As further inducement for the lender to advance the loan, the company granted the convertible debt holder the amount of 250,000 shares Common Stock. The principal amount and all unpaid interest accrued on this debt maybe converted by the greater of $0.05 per share or 50% of the average closing bid price of the Common stock on the OTC Bulletin Board, for the 10 trading days ending 5 days before the conversion date. On April 14, 2012, the maturity date was extended to June 15, 2012 and the conversion factor was adjusted to $0.05 per share.

On ~~June~~October 2231, 2011, the Company issued a convertible debt ~~totaling~~in amount of $20100,000. The ~~Convertible~~convertible debt bears a rate of 86.05% simple interest per annum. The principal and accrued unpaid interest shall be due and payable on ~~February~~April 2215, ~~2012or~~2012. ~~upon~~As further inducement for the ~~Company~~lender ~~raising~~to anadvance ~~aggregate~~the loan, the company granted the convertible debt holder the amount of $2250,000~~,000~~ inshares ~~financing.~~Common Stock. The principal amount and all unpaid interest accrued on this debt maybe converted by the greater of $0.2505 per share or 50% of the average closing bid price of the Common stock on the OTC Bulletin Board, for the 10 trading days ending 5 days before the conversion date. On April 14, 2012, the maturity date was extended to June 15, 2012 and the conversion factor was adjusted to $0.05 per share.

On August 17, 2011, the Company issued a convertible debt in amount of $100,000. The convertible debt bears a rate of 6.5% simple interest per annum. The principal and accrued unpaid interest shall be due and payable on October 15, 2011. As further inducement for the lender to advance the loan, the company granted the convertible debt holder the amount of 250,000 shares Common Stock. The principal amount and all unpaid interest accrued on this debt maybe converted by the greater of $0.05 per share or 50% of the average closing bid price of the Common stock on the OTC Bulletin Board, for the 10 trading days ending 5 days before the conversion date. On October 14, 2011, the maturity date was extended to December 31, 2011.

The following table illustrates the carrying value of the demand notes payable and convertible debt:

	September 30, 2011			December 31, 2010
	March 31, 2012
Convertible Note	$	295,000		$	-
Convertible Notes	$	275,000
Demand Notes		100,000
Notes with a six month maturity		220,000
Discount on Convertible Note		(16,164	)		-
Demand Notes		466,000
Convertible Note, Net		378,836			-
Discount on Convertible Note		(0)
Less: Current portion of convertible debt		(378,836	)		-
Convertible Note, Net		961,000
Long term portion of convertible debt	$	-		$	-
Less: Current portion of convertible debt		(961,000	)
Long term portion of convertible debt	$	-

The following tables illustrate the fair value adjustments that were recorded related to the derivative financial instruments associated with the convertible debenture financings:

	Three Months ended September 30, 2011
	Three months ended March 31, 2012
Derivative income (expense):	Inception			Fair Value Adjustments			Redemptions		Total
Convertible debt	$	-(178,070	)	$	(~~223~~351,~~091~~209	)	$	-	$	(~~223~~529,~~091~~279	)
	$	-(178,070	)	$	(~~223~~351,~~091~~209	)	$	-	$	(~~223~~529,~~091~~729	)

The following table illustrates the components of derivative liabilities:

Balance at December 31, 2011	$	178,070
Change in fair value of derivative liability due to beneficial conversion feature		351,209
Debt redemption		-
Balance at March 31, 2012	$	529,279

~~GAME~~Face ~~FACE~~Up ~~GAMING~~Entertainment Group, ~~INC~~Inc.

(F/K/A Game Face Gaming, Inc.)

(F/K/A INTAKE COMMUNICATIONS, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~(SEPTEMBER~~March 3031, ~~2011)~~2012

~~UNAUDITED~~NOTE 10 – SUBSEQUENT EVENTS

The ~~following~~Company ~~table~~has ~~illustrates~~evaluated all subsequent events from the ~~components~~balance ofsheet ~~derivative~~through ~~liabilities:~~May , 2012, which represents the date these financial statements are available to be issued.

Balance at June 30, 2011	$	-
Change in fair value of derivative liability due to beneficial conversion feature		223,091
Debt redemption		-
Balance at September 30, 2011	$	223,091

On February 27, 2012 the Company secured additional financing through the issuance of a Note Purchase Agreement, the total not to exceed $500,000. Each note will bear interest at 5% per annum and is payable within six months from the date of issuance or earlier from proceeds of a private offering or through a registration statement. As part of the agreement the Company granted the lender 1,000,000 shares of the Company’s common stock. On April 18, 2012, the Company borrowed $50,000 and on April 30, 2012 the Company borrowed $70,000. The Company has $160,000 available on this financing agreement.

~~Subsequent~~On toApril ~~September 30~~14, ~~2011,~~2012 the Company ~~secured~~entered ~~additional~~into ~~financing~~an ~~through~~agreement ~~issuance~~with certain note holders extending the due date of athe ~~demand~~respective ~~note~~notes payable infrom ~~the~~April ~~amount~~15, of2012 ato ~~$25~~June 15,~~000~~ ~~and~~2012. ~~convertible~~As ~~debt~~further ininducement for the ~~amount~~lender to extend the due date of their note the Company adjusted the conversion rate clause to $~~100,000;~~0.05 asper ~~part~~share ofon ~~one~~the convertible notes. One of the demand notes were changed to a convertible ~~debt~~note ~~issued~~due ~~for~~June ~~$100~~15,~~000~~ 2012 with a conversion rate of $0.05 per share at the ~~company~~option ~~issued~~of ~~250,000~~the ~~common~~note ~~shares~~holder.

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

The following discussion and analysis and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this report and reports included herein by reference. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, and (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources”. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Plan of Operation

We are in the business of operating a ~~reality~~non-wagering, ~~gaming~~non-games of chance (such as poker, chess and backgammon), multi-platform, multiplayer and social ~~network~~software company. We ~~plan~~The Company seeks to ~~offer~~develop, market and operate a non wagering internet gaming website by incorporating proprietary technologies that will provide players with streaming video, audio and messaging capabilities. We believe that these enhancements will dramatically enhance the players’ online gaming experiences. ~~These games include poker, chess, backgammon and others. Our initial offering~~ Management is not aware of any online games sites which offer players the ability to see one another and speak live during game play.

Results of Operations

Comparison of Three Months Ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011:

Revenues

During the three months ended ~~September~~March 3031, ~~2011~~2012, ~~and~~we ~~the~~did ~~three~~not ~~months~~generate ~~ended~~any ~~September~~revenues ~~30,~~as ~~2010~~compared to $105,000 weof ~~did~~revenues ~~not~~for ~~generate~~the ~~any~~three ~~revenues~~months ended March 31, 2011.

Selling, general and administrative expenses

Our selling, general and administrative expenses for the three months ended ~~September~~March 3031, ~~2011~~2012 increased by $~~458~~87,~~625~~703, or ~~3,518.68~~76%, to $~~471~~201,~~659~~450, as compared to selling, general and administrative expenses for the three months ended ~~September~~March 3031, ~~2010~~2011 of $13114,~~034~~747. These expenses are comprised mainly of ~~consulting~~marketing ~~services~~expenditures ($5889,~~940~~629), ~~financing~~payroll ~~costs~~and ~~($269,427),~~related ~~salaries~~taxes ($3436,~~903~~863), ~~sponsorships ($22,015)~~ and ~~software~~consulting ~~development~~expenditures ($3243,~~660~~100).

Net loss

As a result of the foregoing, for the three months ended ~~September~~March 3031, ~~2011~~2012, net loss was $~~471~~725,~~659~~592 asNet ~~compared to a net~~ loss for the ~~three~~period ~~months~~ ended ~~September~~March 3031, ~~2010~~2011 ofwas $138,~~034~~498. The increase was primarily due to derivative liability expense and an increase in selling, general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

Our balance sheet as of March 31, 2012 reflects that we had $48,204 cash on hand. On ~~September~~March 3031, ~~2011~~2012, our total current liabilities was $1,534,880 and a working capital deficiency was $~~634~~1,~~268~~470,284, compared to a working capital deficiency of $123,~~921~~340 on ~~September~~March 3031, ~~2010~~2011. We had a stockholders’ deficiency of $51,~~416~~ 282,950 at ~~December~~March 31, ~~2010~~2012. The increase in working capital deficiency and stockholders' deficiency was due to ~~continued~~derivative liability and ~~ongoing start-up expenses~~selling, ~~the~~general ~~build out of our platform~~ and ~~software~~administrative ~~development~~expenditures ~~expenses.~~during Wethe ~~expect~~quarter ~~our~~ended ~~working~~March ~~capital~~31, ~~deficiency to increase until we launch our product and generate sufficient revenues~~2012.

We ~~will~~currently ~~require~~have ~~additional~~a ~~capital~~total of $1,081,000 owed to ~~develop~~eight entities and ~~expand~~individuals, ~~our~~of ~~gaming~~which ~~platform~~$416,000 are due upon demand and $665,000 have specific due dates as described below. Of those, two loans aggregating $75,000 of such principal indebtedness accrues interest at the rate of 8% from ~~beta~~February ~~testing~~2011, ~~to a~~are ~~full~~due ~~launch~~and payable on the earlier of June 15, 2012 or when the Company raises $600,000 in gross proceeds from the sale of securities or any offering; $200,000 of principal accrue interest at the rate of 6.5%, are Wedue ~~estimate~~and ~~that~~payable ~~within~~on the ~~next~~earlier 12of ~~months~~June we15, ~~will~~2012 ~~need~~or ~~approximately~~when the Company raises $1500,000 in gross proceeds from the sale of securities; $50,000 tois ~~make~~due ~~our~~on ~~site~~the ~~live~~earlier of June 15, ~~market~~2012 or when the ~~site~~Company raises $1,000,000. All of these 5 loans were also modified to ~~obtain~~provide ~~members~~that principal and ~~generate~~interest ~~revenues~~can be converted in whole or in part to shares of common stock of the Company at a conversion rate of $0.05 per share. The Company received loans of $85, 000 on February 27, 2012, $135,000 on March 14, 2012, $50,000 on April 18, 2012 and $70,000 on April 30, 2012 from ~~members~~Corporate Debt Consultants LLC. Each Note matures on the six month anniversary of its issuance. The notes issued to Corporate Debt are not convertible into shares, but Corporate Debt has piggyback registration rights on the 1,000,000 shares it was issued.

We Subsequent are currently indebted to three persons in the aggregate amount of $175,000 with accrued interest due thereon at an annual rate of 8% from February 22, 2011. The principal and accrued interest due on each of these convertible notes is due on December 1, 2011. Each holder of said note can elect to receive accrued interest in shares of the Company, with such amount being the greater of $0.25 or 50% of the closing bid price for the 10 days ending 5 days before the due date. The holder can also convert all or any part of the principal due to shares of the Company based on said formula. Event:

The balance of the indebtedness is due to Corporate Debt Consultants LLC - $120,000 of principal indebtedness and accrued interest at the annual rate of 5% is due upon the earlier of October 30, 2012 or when the Company sells any class of securities, and $120,000 is due on August 27, 2012

WeGoing ~~are~~Concern currently indebted to one person in the amount of $20,000 with interest accruing since June 22, 2011 at an annual rate of 8%. Principal and interest are due on the earlier of due on February 22, 2012 or when the Company has raised an aggregate of $2,000,000. The holder of said note has the same conversion rights as described above.Consideration

WeThe ~~are~~Company ~~currently~~is ~~indebted~~a todevelopment ~~two~~stage ~~affiliates~~company. For the period December 24, 2009 (date of inception) through March 31, 2012, the Company inhas ~~the~~had ~~aggregate~~a ~~amount~~net loss of $751,~~000~~723,780. ~~with~~Our ~~accrued~~independent ~~interest~~auditor ~~due~~has atexpressed ~~the~~substantial ~~rate~~doubt ofabout 5%our onability ~~$50,000~~to ~~from~~continue ~~July~~as 7,a ~~2011~~going concern and 6%believes onthat ~~$25,000~~our ~~from~~ability ~~October~~is ~~25,~~dependent ~~2011.~~on ~~These~~our ~~loans~~ability ~~are~~to ~~due~~begin onoperations ~~demand~~and to achieve profitability.

WeThe ~~are~~Company ~~currently~~believes ~~indebted~~that toit ~~one~~will ~~person~~need inapproximately ~~the amount of~~ $~~250~~3,~~000~~600,000 ~~with~~to ~~interest~~fund ~~accruing~~its atexpenses over the ~~rate~~next oftwelve 6months.5% ~~from~~On ~~August~~a ~~17,~~monthly ~~2011 with respect to $100~~basis,~~000,~~ ~~from~~if ~~September~~the ~~22,~~Company ~~2011~~had ~~with~~these ~~respect~~funds toit ~~$50~~would utilize,~~000~~ ~~and~~among ~~from~~other ~~October 31~~uses, ~~2011~~approximately ~~with respect to the balance.~~ $~~200~~125,000 offor ~~these~~advertising ~~loans are due~~ and ~~payable on December 31~~marketing, ~~2011, and the~~ $50100,000 ~~loan~~for issalaries ~~due~~and onoffice ~~demand.~~expenses ~~The~~and $~~200~~60,000 offor ~~indebtedness~~software ~~is convertible at the option of the holder at the rate of the greater of $0~~development.05 orThere ~~50%~~can ofbe ~~the~~no ~~closing~~assurance ~~bid~~that ~~price~~additional ~~for~~capital ~~the~~will 10be ~~days~~available ~~ending~~to ~~5 days before~~ the ~~due date~~Company. The ~~lender~~Company ~~was~~currently ~~issued~~has ~~250~~no agreements,~~000~~ ~~shares~~arrangements ~~upon~~or ~~the~~understandings ~~issuance~~with ofany ~~the~~person ~~$100,000~~to ~~convertible~~obtain ~~note~~funds inthrough ~~August~~bank ~~and an additional 250~~loans,~~000~~ ~~shares~~lines ~~upon the issuance~~ of ~~the~~credit ~~$100,000~~or ~~convertible~~any ~~note~~other ~~in October 31~~sources, ~~2011.~~other Ifthan the ~~Company~~agreement ~~defaults~~with inCorporate ~~the payment~~ to ~~the~~lend ~~holder of $200,000 and accrued interest on December 31, 2011,~~ the Company isup ~~obligated~~ to ~~issue an additional 20~~$500,000 ~~shares for each day that the loan remains open for the first 30 days. On the 31st day past maturity~~, ~~the~~of ~~Company~~which ~~must issue 50~~$340,000 ~~shares~~has ~~for~~been ~~each~~borrowed ~~day~~as ~~that~~of ~~the~~May ~~loan remains unpaid~~15, ~~and should the loan remain unpaid 61 days past maturity, the Company will be obligated to issue 1,000,000 shares for each day that the loan remains unpaid~~2012.

Current cash on hand is insufficient for all of the Company’s commitments for the next 12 months. We anticipate that the additional funding that we require will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our convertible debentures to fund additional development and expansion of our gaming platform from beta testing to a full launch. We do not have any arrangements in place for any future equity financing.

We cannot be certain that the required additional financing will be available or available on terms favorable to us. If additional funds are raised by the issuance of our equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing holders of common stock. If adequate funds are not available or not available on acceptable terms, we may be unable to fund expansion, develop or enhance services or respond to competitive pressures.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities as of the date of the financial statements and during the applicable periods. We base these estimates on historical experience and on other factors that we believe are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions and could have a material impact on our financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, results of operations or liquidity.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~17

Smaller reporting companies are not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

A. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act are accumulated and communicated to management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") , as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the CEO and CFO concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act are recorded, processed, summarized and reported as and when required.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Officers in connection with the review of our financial statements as of March 31, 2012.

Management believes any of the matters noted above could result in a material misstatement in our financial statements in future periods.

MANAGEMENT'S REMEDIATION INITIATIVES

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And. we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a full functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented with the next 12 months. Additionally, we plan to test our updated controls and remediate our deficiencies by November 30, 2012.

B. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:

There were no changes in our internal controls over financial reporting during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS.

Smaller reporting companies are not required to provide the information required by this item.

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

On ~~August~~February 2527, ~~2011~~2012, wethe Company issued ~~250~~1,000,000 shares toof ~~Small~~its ~~Cap~~common ~~Consultants,~~stock ~~Inc. in consideration for the loan~~ to usCorporate inDebt ~~the~~Consultants, ~~amount of $100~~LLC,~~000~~ ~~pursuant to~~ a ~~certain~~New ~~Convertible~~York ~~Promissory~~limited ~~Note~~liability ~~dated~~company ~~August~~concurrent ~~17,~~with ~~2011,~~a asloan ~~amended~~made asby ofCorporate ~~October~~Debt ~~14, 2011. Small Cap~~ Consultants ~~represented~~ to usthe ~~that it is an accredited investor~~Company. The issuance was ~~conducted~~made in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended. Corporate Debt was granted piggyback registration rights and demand registration rights upon a financing of at least $2,000,000 by the Company with respect to said shares.

On November 1, 2011 we issued 250,000 shares to Small Cap Consultants, Inc. in consideration for the loan to us in the amount of $100,000 pursuant to a certain Convertible Promissory Note dated October 31, 2011. Small Cap Consultants represented to us that it is an accredited investor. The issuance was conducted in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE ~~(REMOVED~~SAFETY ~~AND RESERVED).~~DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

~~None~~As previously disclosed in the Company's Current Report on Form 8-K filed with the Securities and Exchange commission on May 2, 2012, on April 27, 2012, the name of Game Face Gaming, Inc. was changed to "Face Up Entertainment Group, Inc." and the symbol for the Company on the Over the Counter Bulletin Board was changed to "FUEG".

ITEM 6. EXHIBITS

(a) Exhibits:

31.1 Certification of the Principal Executive, Financial and Accounting officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002*

4.11		Promissory Note dated as of April 18, 2012 in the original principal amount of $50,000 issued to Corporate Debt Consultants LLC

4.12		Promissory Note dated as of April 30, 2012 in the original principal amount of $70,000 issued to Corporate Debt Consultants LLC

4.13		Third Amendment dated as of April 14, 2012 to the Note with Small Cap Consultants, Inc.

4.14		Fourth Amendment dated as of April 14, 2012 to the Note with Small Cap Consultants, Inc.

10.16		Modification and Extension Agreement dated as of April 14, 2012 with Beth Englard

10.17		Modification and Extension Agreement dated as of April 14, 2012 with L Frankel Irrv Children Trust

10.18		Modification and Extension Agreement dated as of April 14, 2012 with Small Cap Consultants, Inc.

31.1		Rule 13a-14(a)/15d-14(a) Certification (CEO)

32.1		Section 1350 Certification (CEO)

32.1 Certification of the Principal Executive, Financial and Accounting officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002 *

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

~~101~~ ** ~~The~~XBRL ~~following~~(Extensible ~~materials~~Business ~~from~~Reporting ~~our~~Language) ~~Quarterly~~information ~~Report~~is onfurnished ~~Form~~and ~~10-Q~~not ~~for~~filed ~~the~~or ~~quarter~~a ~~ended~~part ~~September~~of ~~30,~~a ~~2011~~registration ~~formatted~~statement inor ~~XBRL~~prospectus ~~(eXtensible~~for ~~Business~~purposes ~~Reporting~~of ~~Language):~~Sections 11 ~~(i)~~or ~~Balance~~12 ~~Sheet,~~of ~~(ii)~~the ~~Statement~~Securities Act of ~~Operations~~1933, ~~(iii)~~as ~~Statements~~amended, is deemed not filed for purposes of ~~Cash~~Section 18 ~~Flows,~~of ~~(iv)~~the ~~related~~Securities ~~notes~~Exchange toAct ~~these~~of ~~financial~~1934, ~~statements~~as amended, ~~tagged~~and asotherwise ~~blocks~~is ofnot ~~text~~subject to liability under these sections.

*Filed herewith.

**Furnished herewith.

SIGNATURES

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

Date: November 21, 2011	By:	/s/ Felix Elinson
Date: May 15, 2012	By:	/s/ Felix Elinson
		Name: Felix Elinson,
		Name: Felix Elinson
		Title: President and Chief Executive Officer (Principal Executive, Financial and Accounting Officer)
		Title: President and Chief Executive Officer
		(Principal Executive, Financial and Accounting Officer)

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