As filed with the Securities and Exchange Commission on May 6, 2016

Registration Number 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT ~~UNDER THE~~

UNDER THE SECURITIES ACT OF 1933

~~ROCAP~~SPIRAL TOYS ~~MARKETING~~ INC.

(Exact name of registrant as specified in its charter)

Nevada	~~2300~~3944	27-3388068
(State of Incorporation)	(Primary Standard Classification	(I.R.S. Employer ID No.)
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

~~7141~~30077 Agoura ~~East~~Court, ~~Main~~Suite ~~Street~~230

~~Mesa~~Agoura Hills, ~~Arizona,~~CA ~~85207~~91301

(~~213~~844) ~~400~~ 681-~~0770~~7627

(Address~~, including zip code,~~ and telephone number, ~~including~~of principal executive offices)

~~area code, of registrant’s principal executive offices)~~Copies to:

~~Incorp Services~~Robert Brantl, ~~Inc~~Esq.

~~2360 Corporate Circle · Suite 400~~52 ~~Henderson,~~Mulligan ~~NV 89074-7722~~Lane

~~(702)~~Irvington, NY ~~866~~10533-~~2500~~ 1106

Phone: (~~Name, Address and Telephone Number of Agent for Service~~914) 693-3026

~~Copies of communications to~~Fax: (914) 693-1807

~~George~~Approximate date G.of ~~Chachas,~~commencement ~~Esq~~of proposed sale to the public: From time to time after the effective date of this registration statement.

~~Chachas~~If any ~~Law~~of ~~Group~~the Psecurities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.C. [X]

~~2445~~If this ~~Fifth~~Form ~~Avenue~~is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, ~~Suite~~please check ~~440~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

~~San~~If this ~~Diego,~~Form CAis ~~92101 Telephone:~~a post-effective amendment filed pursuant to Rule 462(~~619~~c) ~~239-2900~~under the Securities Act, check the following box and list ~~Facsimile:~~the ~~(619)~~Securities ~~239-2990~~Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this ~~any~~Form ofis ~~the~~a ~~securities~~post-effective ~~being~~amendment ~~registered~~filed onpursuant ~~this~~to ~~Form~~Rule ~~are~~462(d) tounder bethe ~~offered~~Securities onAct, acheck ~~delayed~~the orfollowing ~~continuous~~box ~~basis~~and ~~pursuant~~list the toSecurities ~~Rule~~Act ~~415~~registration ~~under~~statement number of the ~~Securities~~earlier ~~Act~~effective ofregistration ~~1933,~~statement ~~check~~for the ~~following~~same ~~box~~offering. X .[ ]

IfIndicate by ~~this~~check ~~Form~~mark iswhether ~~filed~~the toregistrant ~~register~~is ~~additional~~a ~~securities~~large ~~for~~accelerated filer, an ~~offering~~accelerated ~~pursuant~~filer, toa ~~Rule~~non-accelerated ~~462(b)~~filer, ~~under~~or ~~the~~a ~~Securities~~smaller reporting ~~Act,~~company. ~~check~~See the ~~following~~definition ~~box~~of ~~and~~“large ~~list~~accelerated ~~the~~filer,” ~~Securities~~“accelerated ~~Act~~filer” ~~registration~~and ~~statement~~“smaller reporting ~~number~~company” ofin ~~the~~Rule ~~earlier~~12b-2 ~~effective~~of ~~registration statement for~~ the ~~same~~Exchange ~~offering. . .~~Act:

IfLarge ~~this~~accelerated ~~Form~~filer is[ a] ~~post~~Non-~~effective~~accelerated ~~amendment~~filer ~~filed~~[ ~~pursuant~~] toAccelerated ~~Rule~~filer ~~462(c)~~[ ~~under~~] ~~the~~Smaller ~~Securities~~reporting ~~Act,~~company ~~check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. . .~~[X]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. . .

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 12b2 of the Exchange Act.

Large accelerated filer . Accelerated filer . Non-accelerated filer . (Do not check if a smaller reporting company) Smaller reporting company X .

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)			Proposed Maximum ~~Aggregate~~ Offering Price ~~per~~Per ~~share~~Share(2)		Proposed Maximum Aggregate Offering Price		~~Amount of Registration fee~~	Amount of Registration Fee
Common Stock, $0.001 Par Value		2,875,667		$	0.10	$	28,757	$	33.39
Common stock underlying the principal of the Initial Debentures		5,839,768	(3)	$	0.20	$	1,167,954		$	117.62
Common stock underlying the interest payable on the Initial Debenture		583,976	(4)	$	0.20	$	116,796		$	11.77
Common stock underlying the principal of the Additional Debentures		4,586,872	(5)	$	0.20	$	917,375		$	92.38
Common stock underlying the interest payable on the Additional Debenture		458,688	(6)	$	0.20	$	91,738		$	9.24
TOTAL		11,469,304			—	$	2,293,863		$	231.01

(1)

(1)	In the event of stock splits, stock dividends, or similar transactions involving the common stock, the number of common shares registered shall, unless otherwise expressly provided, automatically be deemed to cover the additional securities to be offered or issued pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the common stock reported on the OTCQB on May 5, 2016.
(3)	The 5,839,768 shares are issuable by the registrant upon conversion of the 10% Convertible Debentures due April 18, 2017, and are being registered for resale by the selling shareholders named in the registration statement.
(4)	The 583,976 shares are issuable by the registrant upon conversion of interest payable with respect to the 10% Convertible Debentures due April 18, 2017, and are being registered for resale by the selling shareholders named in the registration statement.
(5)	The 4,586,872 shares are issuable by the registrant upon conversion of the 10% Convertible Debentures due on the anniversary of the effective date of this registration statement, and are being registered for resale by the selling shareholders named in the registration statement.
(6)	The 458,688 shares are issuable by the registrant upon conversion of interest payable with respect to the 10% Convertible Debentures due on the anniversary of the effective date of this registration statement, and are being registered for resale by the selling shareholders named in the registration statement.

~~This~~THE REGISTRANT ~~Registration~~HEREBY ~~Statement~~AMENDS ~~covers~~THIS ~~the~~REGISTRATION ~~resale~~STATEMENT byON ~~our~~SUCH ~~selling~~DATE ~~shareholders~~OR ofDATES upAS toMAY ~~2,875,667~~BE ~~shares~~NECESSARY ofTO ~~our~~DELAY ~~common~~ITS ~~stock,~~EFFECTIVE ~~par~~DATE ~~value~~UNTIL THE ~~$0.001~~REGISTRANT ~~per~~SHALL ~~share~~FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ~~previously~~ACTING ~~issued~~PURSUANT toTO ~~such~~SAID ~~selling~~SECTION ~~shareholders~~8(A), MAY DETERMINE.

~~(2)~~ The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was determined by the price of the shares that were sold to our shareholders in a private placement. The price of $0.10 per share is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTCBB at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933 or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.

Page 2

The information in this prospectus is not complete and may be changed. These securities may not be sold (except pursuant to a transaction exempt from the registration requirements of the Securities Act) until this registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to ~~completion~~Completion, dated ~~December23~~May 6, ~~2011~~ 2016

~~ROCAP~~SPIRAL TOYS ~~MARKETING~~ INC.

211,~~875~~469,~~667~~304 Shares ~~SHARES~~of OFCommon ~~COMMON STOCK~~Stock

This prospectus relates to the resale byof ~~selling~~up ~~stockholders~~to ~~identified~~11,469,304 inshares ~~the~~of ~~section~~our ~~entitled~~common ~~“Selling~~stock, ~~Stockholders”~~par onvalue ~~page~~$0.001 16per ofshare, upby tothe anselling ~~aggregate~~shareholders named ofin ~~2,875,667~~this prospectus (the “Selling Shareholders”). The shares of common stock ofsubject ~~Rocap~~to ~~Marketing~~this prospectus are issuable by Spiral Toys Inc. We ~~will~~in ~~not~~satisfaction ~~receive~~of ~~any~~principal ~~proceeds~~or ~~from~~interest ~~the~~payable ~~sale~~with ofrespect to the ~~shares~~10% ofconvertible ~~common~~debentures ~~stock~~that ~~covered~~we byissued to ~~this~~the ~~prospectus. We~~Selling ~~will~~Shareholders ~~bear~~in ~~all~~a ~~costs~~private ~~associated~~placement ~~with~~completed ~~this~~prior ~~registration~~to ~~other~~the ~~than~~filing ~~certain~~ of the ~~Selling~~registration ~~Stockholders’~~statement ~~legal~~of orwhich ~~accounting~~this ~~costs~~prospectus is ora ~~commissions~~part.

The Selling ~~selling~~Shareholders ~~stockholders~~ may ~~offer and~~ sell ~~any~~all ofor ~~the~~a ~~shares~~portion of ~~common~~their ~~stock~~shares ~~from~~through ~~time~~public toor ~~time~~private attransactions ~~fixed prices,~~ at prevailing market prices or at privately negotiated prices,. Information regarding the Selling Shareholders and ~~may~~the ~~engage~~times aand ~~broker,~~manner ~~dealer~~in orwhich ~~underwriter~~they tomay offer and sell the shares~~. For~~ ~~additional~~under ~~information~~this onprospectus ~~the~~is ~~possible~~provided ~~methods~~under of“Selling ~~sale~~Shareholders” ~~that~~and ~~may~~“Plan beof ~~used~~Distribution” in bythis ~~the~~prospectus. ~~selling~~We ~~stockholders,~~have ~~you~~agreed ~~should~~to ~~refer~~pay toall the ~~section~~costs ~~entitled~~and ~~“Plan~~expenses of ~~Distribution” on page 16 of~~ this ~~prospectus~~registration.

~~Our~~We will ~~common stock is presently~~ not ~~traded~~receive on any ~~market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale~~ of their shares of common stock. Common stock being registered in this registration statement may be sold by selling security holders at a fixed price of $0.10 per share until our common stock is quoted on the ~~OTC~~proceeds ~~Bulletin~~from ~~Board (“OTCBB”) and thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in~~ the ~~public~~resale market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares ofoffered ~~the selling security holders~~hereby. ~~The selling security holders may be deemed underwriters.~~

~~Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment.~~ Our common ~~independent~~stock ~~registered~~is ~~public~~quoted ~~accountant~~on ~~has issued an audit opinion for Rocap Marketing Inc., which includes a statement expressing substantial doubt as to our ability to continue as a going concern. You should consider carefully~~ the ~~risks~~OTCQB ~~that~~quotation wesystem ~~have~~under ~~described in~~ the ~~section~~symbol ~~entitled~~ “~~Risk Factors~~STOY” ~~beginning~~The onlast ~~page~~bid 7price ~~before~~of ~~deciding~~our ~~whether~~common tostock on ~~invest~~May in5, ~~our~~2016 ~~common~~was ~~stock~~$0.18 per share.

~~THE~~This investment ~~PURCHASE~~involves OFa ~~THE~~high ~~SECURITIES~~degree ~~OFFERED~~of ~~PURSUANT~~risk. TOYou ~~THIS~~should ~~PROSPECTUS~~purchase ~~INVOLVES~~shares Aonly ~~HIGH~~if ~~DEGREE~~you OFcan ~~RISK. YOU~~afford ~~SHOULD~~a ~~CAREFULLY~~complete ~~READ~~loss ~~AND~~of ~~CONSIDER~~your ~~THE~~investment. See ~~SECTION OF THIS PROSPECTUS ENTITLED~~ “~~RISK~~Risk ~~FACTORS~~Factors” ~~BEFORE~~beginning ~~BUYING~~on ~~ANY~~page ~~SHARES OF ROCAP MARKETING INC~~3. ~~COMMON STOCK.~~

~~NEITHER~~Neither the ~~THE~~U.S. ~~SECURITIES~~Securities ~~AND~~and ~~EXCHANGE~~Exchange ~~COMMISSION~~Commission ~~NOR~~nor ~~ANY~~any ~~STATE~~state ~~SECURITIES~~securities ~~COMMISSION~~commission ~~HAS~~has ~~APPROVED~~approved ORor ~~DISAPPROVED~~disapproved OFof ~~THESE~~these ~~SECURITIES~~securities or ORdetermined ~~PASSED~~if ~~UPON~~this ~~THE~~prospectus ~~ADEQUACY~~is ORtruthful ~~ACCURACY~~or ~~OF THIS PROSPECTUS~~complete. ~~ANY~~ ~~REPRESENTATION~~Any TOrepresentation ~~THE~~to ~~CONTRARY~~the IScontrary Ais ~~CRIMINAL~~a ~~OFFENSE~~criminal offense.

The date ~~Date~~ of ~~This~~this ~~Prospectus~~prospectus ~~Is: December ___~~is_________, ~~2011~~2016

Page 3

TABLE OF CONTENTS

	PAGE
PROSPECTUS SUMMARY		1
Prospectus Summary	5
RISK FACTORS		3
Risk Factors	7
FORWARD-LOOKING STATEMENTS		11
Use of Proceeds	15
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS		11
Determination of Offering Price	16
OUR BUSINESS		13
Selling Shareholders	16
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		17
Plan of Distribution	17
MANAGEMENT		20
Description of Securities	21
EXECUTIVE COMPENSATION		22
Interests of Named Experts and Counsel	22
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		24
Description of Business	24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		24
Description of Property	26
DESCRIPTION OF OUR SECURITIES		25
Legal Proceedings	26
SELLING SHAREHOLDERS		28
Market For Common Stock And Related Shareholder Matters	26
PLAN OF DISTRIBUTION		28
Selected Financial Date	27
LEGAL MATTERS		30
Management Discussion and Analysis of Financial Condition and Financial Results	28
EXPERTS		30
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	30
ADDITIONAL INFORMATION		30
Directors, Executive Officers, Promoters and Control Persons	31
INDEX TO FINANCIAL STATEMENTS		31
Executive Compensation	31
Security Ownership of Certain Beneficial Owners and Management	33
Certain Relationships and Related Transactions	34
Unaudited Interim Financial Statements	34
Commission Position and Indemnification for Securities Act Liabilities	34
Where You Can Find More Information	34

~~You~~Please read ~~should rely only on the information contained within or incorporated by reference to~~ this prospectus incarefully. ~~deciding~~It ~~whether~~describes toour ~~purchase~~business, our ~~Common~~financial ~~Stock. We~~condition ~~have~~and ~~not~~results ~~authorized~~of ~~anyone to provide you with information different from that contained or incorporated by reference to this prospectus~~operations. ~~Under~~ noWe ~~circumstances~~have ~~should the delivery to you of~~ prepared this prospectus orso ~~any sale made pursuant to this prospectus create any implication~~ that ~~the~~you ~~information~~will ~~contained~~have ~~in this prospectus is correct as of any time after~~ the ~~date of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the~~ information ~~presented~~necessary ~~in this prospectus, this prospectus will be updated~~ to ~~the~~make ~~extent~~an ~~required~~informed byinvestment ~~law~~decision.

~~Page~~You should 4rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements contained in this prospectus, other than statements of historical facts, that address future activities, events or developments, are forward-looking statements, including, but not limited to, statements containing the words “believe,” “anticipate,” “expect” and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. Whether actual results will conform to the expectations and predictions of management, however, is subject to a number of risks and uncertainties that may cause actual results to differ materially. Such risks are in the section entitled “Risk Factors.”

Consequently, all of the forward-looking statements made in this prospectus are qualified by these cautionary statements, and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations.

PROSPECTUS SUMMARY

~~The following~~ This summary highlights ~~material~~ information contained elsewhere in this prospectus. ~~This~~ ~~summary~~You ~~does not contain all of the information you~~ should ~~consider before investing in the securities. Before making an investment decision, you should~~ read the entire prospectus carefully, including ~~the “Risk Factors” section~~, the ~~financial statements and the notes to the financial statements. You should also review the other available information referred to in the~~ section entitled “~~Where~~Risk ~~you can find more information~~Factors” in ~~this~~before ~~prospectus~~deciding ~~and~~to ~~any~~invest ~~amendment~~in ~~or supplement hereto. As used throughout this prospectus, the terms “Rocap,” “the Company,” “we,” “us,” and “~~our” ~~refer~~common ~~to Rocap Marketing Inc~~stock.

~~The~~As used in this prospectus and the registration statement of which it forms a part, the terms the “Company”, “we”, “us”, or “our” refer to Spiral Toys Inc. and its subsidiaries, unless the context indicates otherwise.

~~Rocap~~About Us Marketing Inc. was incorporated on September 2, 2010 under the laws of the State of Nevada and established a fiscal year end of December 31. On September 15, 2010, we entered into an agreement to purchase all of the issued and outstanding shares of Lexi-Luu Designs Inc. (“Lexi-Luu”), an Arizona-based manufacturer and wholesaler of children’s dancewear and playwear for young girls. In exchange for all of the outstanding shares of Lexi-Luu, we issued 2,500,000 shares of our common stock to Lexi-Luu’s sole shareholder, Mr. Hubert J. Blanchette.

InSpiral Toys ~~March~~is ~~2011,~~a ~~Lexi~~California-~~Luu~~based ~~sold~~company ~~2,000,000~~with ~~shares~~a ofbusiness ~~its~~focused ~~common~~on ~~stock~~developing toand ~~Mr.~~marketing ~~Paul~~products ~~Koros~~and ~~for~~mobile ~~$2,000. Following~~applications ~~that~~in ~~sale,~~the mobile-connected ~~our~~space. ~~ownership~~Spiral’s ~~interest~~mobile-connected inentertainment ~~Lexi-Luu~~platform ~~was~~connects ~~diluted~~physical items to ~~80%. Mr.~~today’s ~~Koros~~top ~~owns~~mobile devices ~~20%~~through wireless technologies, creating a new kind of ~~Lexi-Luu~~interactive user experience.

Spiral Toys is pursuing a development strategy that will converge with the realization of the Internet of Things. Our ~~business~~core ~~office~~technology enables isus ~~located~~to atconnect ~~7141~~physical ~~East~~items ~~Main~~to ~~Street,~~mobile ~~Mesa,~~devices ~~Arizona,~~through ~~85207~~wireless technologies, ~~our~~primarily ~~registered~~Bluetooth. ~~office~~Our isinitial ~~located~~products resemble attraditional ~~2360~~children’s ~~Corporate~~toys ~~Circle,~~- ~~Suite~~squeezable ~~400,~~plush ~~Henderson~~toys, ~~Nevada~~colorful piggy banks, ~~89074~~amiable dolls -~~7722~~ ~~and~~which ~~our~~are ~~telephone~~Bluetooth enabled ~~number~~to isfacilitate ~~(213)~~a ~~400-0770~~broad variety of interactive functions. ~~Lexi-Luu’s~~ ~~production~~The ~~facilities,~~interactive ~~warehouse~~functionality ~~and~~of ~~offices~~the ~~are~~toys ~~located~~broadens atthe ~~7141~~child’s experience ~~East~~of ~~Main~~the ~~Street~~toys, ~~Mesa~~creates a communications environment among the child, ~~Arizona~~the parents, ~~85207~~and other caregivers, and ~~its~~facilitates an ~~telephone~~ongoing ~~number~~relationship isbetween ~~(213)~~Spiral ~~489-1377~~Toys and its end users.

AsOur executive ofoffices ~~September~~are ~~30,~~located ~~2011,~~at we30077 ~~had~~Agoura ~~raised $65~~Court,~~948~~ ofSuite ~~cash~~230, ~~through~~Agoura ~~the~~Hills, ~~sale of our common stock~~California. As ofOur ~~September~~phone ~~30,~~number ~~2011,~~is ~~we had $535 of cash on hand and liabilities of $293,756~~844-681-7627. In ~~addition,~~We currently wepromote ~~expect incurring costs associated with this offering totaling approximately $24,334. From~~ our ~~inception~~products onto ~~September~~consumers ~~2, 2010 until September 30, 2011, we have earned $203,627 of revenue~~ through our ~~subsidiary,~~website ~~Lexi-Luu~~at ~~Designs Inc~~www.~~, we have incurred expenses totaling $579,633 and accumulated losses totaling $376,006~~spiraltoys. See “Summary Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements included in this prospectus for more complete historical informationcom.

~~Page~~About This 5Offering

The Offering
Common stock offered by the selling stockholders		Up to 2,875,667 shares of our Common Stock may be offered by the Selling Stockholders (see “Selling Stockholders”). This number represents 15.4% of our current outstanding common stock(1) . We will not receive any proceeds from the sale of these shares. Our Common Stock is described in further detail in the section of this prospectus titled “Description of Securities.”
No Public Market		There is no public market for our Common Stock. We cannot give any assurance that the shares being offered by the Selling Stockholders will have a market value, or that they can be resold if and when an active secondary market might develop, or that a public market for our securities may be sustained even if developed. The absence of a public market for our stock will make it difficult to sell your shares. We intend to apply to the OTC Bulletin Board, through a market maker that is a licensed broker dealer, to allow the trading of our Common Stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. There can be no assurance that such application will be successful or that our Common Stock will trade on a public market. Further, even if our Common Stock is quoted, a market for the Common Stock may not develop.
Use of Proceeds		Proceeds from the sale of common stock covered by this prospectus will be received by the selling stockholders. We will not receive any proceeds from the sale of the shares of common stock covered by this prospectus.
Risk Factors		An investment in our Common Stock involves a high degree of risk. You should carefully consider the risk factors set forth under “Risk Factors” section hereunder and the other information contained in this prospectus before making an investment decision regarding our Common Stock.

There are two Selling Shareholders offering shares of Spiral Toys common stock by means of this prospectus. The Selling Shareholders will use this prospectus to sell up to 11,469,304 shares of our common stock. The Selling Shareholders will have acquired any shares that they sell directly from Spiral Toys Inc., which may issue the shares to satisfy its obligations under the 10% Convertible Debentures that Spiral Toys has or will issue to the Selling Shareholders.

~~____________________________________~~On April 11, 2016 Spiral Toys entered into a Securities Purchase Agreement with the Selling Shareholders. Pursuant to that agreement, on April 12, 2016 Spiral Toys issued to the Selling Shareholders 10% Convertible Debentures in the aggregate principal amount of $756,250. The purchase price paid by the Selling Shareholders was $625,000. The aggregate principal amount of the 10% Convertible Debentures will be reduced to $675,800 if, on or prior to July 11, 2016, the SEC declares effective the registration statement of which this prospectus is a part. On or immediately after the date of this prospectus, pursuant to the Securities Purchase Agreement, Spiral Toys will sell to the Selling Shareholders additional 10% Convertible Debentures in the aggregate principal amount of $594,000 for a purchase price of $550,000.

~~(1)~~The 10% ~~Based~~Convertible onDebentures ~~18,710,667~~had ~~shares~~the offollowing ~~common stock outstanding as of December 14~~terms, ~~2011.~~inter alia:

●	Each Debenture matures one year from the date on which it was issued.

●	The Debentures bear interest at 10% per annum. The Debentures have a make-whole provision, such that Spiral Toys must pay interest equal to a full 10% of the principal amount, even if the principal is repaid or converted prior to the maturity date. Accordingly, the interest to be paid on the 10% Convertible Debentures due on April 12, 2017 will total $75,625 (or $67,580, if this registration statement is declared effective on or before July 11, 2016). The interest to be paid on the second set of 10% Convertible Debentures will total $59,400.

●	Spiral Toys can pay the interest in cash, or can opt to satisfy the interest obligation by issuing shares of common stock, provided that certain equity conditions have been satisfied. If Spiral Toys pays the interest in shares, the shares will be valued at the lesser of $.35 per share or 70% of the lowest volume weighted average price (“VWAP”) reported for the common stock during the 15 trading days prior to the payment.

●	Each Selling Shareholder may convert the principal amount of a Debenture into shares of Spiral Toys common stock at a conversion price of $.35 per share. If at any time the five day average VWAP for Spiral Toys common stock falls below $.22 or the single day VWAP falls below $.15, the conversion price will be adjusted to equal the lesser of $.35 or 70% of the lowest VWAP during the 15 trading days prior to conversion.

●	Once each month, commencing on the day before the five month anniversary of the issuance of a Debenture, Spiral Toys is required to pay one-eighth of the principal amount of the Debenture plus the interest and make-whole with respect to that one-eighth, in cash or in stock. If Spiral Toys opts to make the payment in stock, the conversion price per share will equal the lesser of $.35 or 70% of the lowest VWAP during the 15 trading days prior to the payment date.

●	Subject to certain equity conditions, Spiral Toys may redeem all or part of the principal amount of the Debentures by paying 110% of the principal amount redeemed plus the accrued interest and the make-whole with respect to the redeemed principal amount.

Summary of the Offering by the Selling Shareholders

	Shares of common stock outstanding before the offering		49,685,215 as of May 5, 2016. Does not include any of the shares to be issued to the Selling Shareholders and resold pursuant to this prospectus.

	Shares of common stock offered by Selling Shareholders		Up to 11,469,304 shares of common stock. This number of shares, if issued to the Selling Shareholders, would represent approximately 19% of the total issued and outstanding shares.

	Shares of common stock outstanding after the offering		61,154,519 shares, if all of the shares being registered in this Registration Statement are issued by Spiral Toys to the Selling Shareholders.

	OTCQB Symbol		STOY

	Terms of the offering		The Selling Shareholders may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices.

	Use of proceeds		We will not receive any proceeds from the sale of the shares of common stock offered by Selling Shareholders.

	Risk factors		An investment in Spiral Toys is highly speculative and involves a significant degree of risk. See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.

Summary Financial Information

The tables ~~following~~and ~~summary~~information ~~financial~~below ~~data~~are ~~should~~derived befrom ~~read~~our inaudited ~~conjunction~~financial ~~with~~statements for the ~~financial~~years ~~statements~~ended ~~and~~December ~~the~~31, ~~notes~~2015 ~~thereto~~and 2014, which are included ~~elsewhere~~in full later in this prospectus.

Balance Sheet Data:
		December 31, 2010		September 30, 2011 (Unaudited)
Current assets	$	79,704	$	48,566
Current liabilities	$	379,14	$	151,006
Stockholders’ Equity / Deficit	$	(32,904)	$	(231,385)

Income Data:
		From Inception on September 2, 2010 to December 31, 2010		Nine Months Ended September 30, 2011 (Unaudited)
Sales	$	46,614	$	157,013
Total expenses	$	155,116	$	424,517
Net loss	$	(108,502)	$	(267,504)
Net loss per common share	$	(0.01)	$	(0.01)
Weighted average number of common shares outstanding		16,815,053		18,803,733

Summary Statements of Operations

Page 6

	Year Ended December 31
	2015			2014
Sales	$	5,955,968		$	269,299
Gross Margin		1,009,571			269,299
Loss from Operations		(2,361,953	)		(3,382,390	)
Net (Loss)		(2,392,842	)		(3,460,207	)
Net (Loss) Per Share	$	(0.05	)	$	(0.12	)

AsSummary Balance indicated in the financial statements accompanying this prospectus, we have earned limited revenues to date and we have incurred only losses since our inception. There is substantial doubt about our ability to continue as a going concern and we are reliant on the sale of our common stock as the primary source of funds for our future operations.Sheets

Summary Plan of Distribution

	December 31, 2015		December 31, 2014
Current Assets	$	1,744,030	$	245,091
Total Assets		1,750,830		245,091
Total Liabilities		1,557,488		293,866
Shareholders Equity (Deficit)	$	193,341	$	(48,775	)

The shares covered by this prospectus may be offered and sold from time to time by the selling stockholders. The term “Selling Stockholders” includes transferees, pledgees, donees, assignees or other successors in interest selling shares received after the date of this prospectus from each Selling Stockholder (see “Selling Stockholders”). The number of shares beneficially owned by a Selling Stockholder will decrease as and when any such transfers are completed. The plan of distribution for the Selling Stockholders’ shares sold hereunder will otherwise remain unchanged, except that the transferees, pledgees, donees assignees or other successors will be Selling Stockholders hereunder. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan of distribution.

In addition, the Selling Stockholders will receive all of the proceeds from the sale of up to 2,875,667 shares of common stock offered by the Selling Stockholders under this Prospectus. We will not receive any proceeds from the resale of shares by the Selling Stockholders. The offering of these shares of common stock is being made by certain of our stockholders that wish to sell their shares. Sales of our common stock may be made by the Selling Stockholders in the open market or in privately negotiated transactions and at fixed or negotiated prices.

Although our common stock is not listed on a public exchange, we intend to seek a listing on the Over the Counter Bulletin Board (“OTC Bulletin Board”). To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Bulletin Board, nor can there be any assurance that such application for quotation will be approved.

RISK FACTORS

AnPurchase of ~~investment~~our incommon ~~our~~stock ~~Common~~is ~~Stock~~speculative and involves asignificant ~~high~~risks. ~~degree~~Our ofcommon ~~risk. You~~stock should ~~carefully~~not ~~consider~~be ~~the~~purchased ~~risks~~by ~~described~~any ~~below~~person ~~and~~who cannot afford the ~~other~~loss ~~information~~of inhis ~~this~~or ~~prospectus~~her ~~before~~entire ~~investing~~purchase inprice. ~~our~~The ~~Common~~business ~~Stock. If~~objectives ~~any~~ of the ~~following~~Company ~~risks~~are ~~occur,~~also ~~our business~~speculative, ~~operating results~~ and ~~financial~~we may ~~condition could~~ be ~~seriously~~unable ~~harmed. Currently,~~to ~~shares~~satisfy ofthose ~~our Common Stock are not publicly traded~~objectives. In ~~the~~The ~~event~~stockholders ~~that~~of ~~shares~~Spiral ofToys ~~our~~may ~~Common~~be ~~Stock~~unable ~~become~~to ~~publicly~~realize ~~traded,~~a ~~the~~substantial ~~trading~~return ~~price~~on their purchase of our ~~Common~~common ~~Stock~~stock, ~~could~~or ~~decline due to~~ any ofreturn ~~these risks~~whatsoever, and ~~you~~ may lose ~~all~~their orentire ~~part of your~~ investment~~. In~~ ~~the~~in ~~event~~Spiral ~~our Common Stock fails to become publicly traded you may lose all or part of your investment~~Toys.

~~Risks~~You should ~~Relating~~carefully consider the risks described below together with all of the other information included in this prospectus before making an investment decision with regard to our securities. If any of the ~~Offering~~following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case, you may lose all or part of your investment.

~~Investing~~I. Risks inRelating ~~the~~to ~~company~~Our isFinancial ~~a highly speculative investment and could result in the loss of your entire investment.~~Condition

A purchase of the offered shares is significantly speculative and involves significant risks. The offered shares should not be purchased by any person who cannot afford the loss of his or her entire purchase price. The business objectives of the Company are also speculative, and we may be unable to satisfy those objectives. The stockholders of the Company may be unable to realize a substantial return on their purchase of the offered shares, or any return whatsoever, and may lose their entire investment in the Company. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business advisor and/or investment advisor.

Our stock price may be volatile and your investment in our Common Stock could suffer a decline in value.

Broad market and industry factors may harm the price of our Common Stock, regardless of our actual operating performance. Factors that could cause fluctuation in the price of our Common Stock may include, among other things:

Page 7

actual or anticipated fluctuations in quarterly operating results;

changes in financial estimates by us or by any securities analysts who might cover our stock;

speculation about our business in the press or the investment community;

conditions or trends affecting our industry or the economy generally;

stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in the children’s dancewear and playwear industries;

announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;

changes in product mix between high and low margin products;

capital commitments;

our entry into new markets;

additions or departures of key personnel;

actual or anticipated sales of our common stock, including sales by our directors, officers or significant stockholders;

significant developments relating to our manufacturing or distribution relationships;

customer purchases of new products from us and our competitors;

investor perceptions of the children’s dancewear and playwear industries in general and our company in particular;

volatility in our stock price, which may lead to higher stock-based compensation expense under applicable accounting standards; and

changes in accounting standards, policies, guidance, interpretation or principles.

In the past, securities class action litigation has often been instituted against companies following periods of volatility in their stock price. This type of litigation, even if it does not result in liability for us, could result in substantial costs to us and divert management’s attention and resources.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any dividends on our Common Stock. We intend to retain all of our earnings for the foreseeable future to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. As a result, you may only receive a return on your investment in our Common Stock if the market price of our Common Stock increases. Our board of directors retains the discretion to change this policy.

Insiders will continue to have substantial control over us after this offering, which could limit your ability to influence the outcome of key transactions, including a change of control.

Mr. Peter Henricsson, our Chief Executive Officer, Mr. Gordon C. McDougall, our Chief Financial Officer, and Mr. Hubert Blanchette, the former owner of our subsidiary, Lexi-Luu Designs Inc., control approximately 34.7%, 34.7% and 13.4%, respectively, of the voting power of our outstanding stock. As a result, these stockholders, if acting together, would be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our Common Stock.

We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued shares. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders, and may further dilute common stock book value, and that dilution may be material.

Page 8

Risks Relating to Our Business

There is a substantial doubt about our ability to continue as a going concern.

Our independent registered public accountants have expressed substantial doubt about our ability to continue as a going concern. ~~This~~ This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. If If we fail to raise sufficient capital when needed, we will not be able to complete our proposed business plan. As a result we may have to liquidate our business and investors may lose their investment. Potential investors should consider our independent registered public accountants’ comments when determining if an investment in ~~Rocap~~Spiral ~~Marketing~~Toys Inc. is suitable.

We have incurred significant losses and may never generate profits.

We incurred net losses from continuing operations of $2,392,842 and $3,436,455 for the fiscal years ended December 31, 2015 and 2014, respectively, and had an accumulated deficit of $6,691,470 at December 31, 2015. Although the deficit accumulated prior to July 1, 2014 is attributable to operations that were spun-off on that date, our losses since that date have been attributable to the Spiral Toys business that we acquired on that date. In particular, losses in 2015 occurred because 95% of our revenue was the result of low margin sales of a CloudPets component to the ultimate manufacturer of that product. As a result, we failed to generate sufficient gross margin to offset our operating expenses. While we have discontinued the program of making low margin sales of CloudPets components, our only other significant revenue source in 2015 was royalty income with respect to CloudPets, which totaled only $250,679. Since we have not demonstrated a source of revenue sufficient to offset our overhead expenses, the likelihood that we will achieve profits from our future operations is speculative.

We may need to record a reserve against approximately $1.3 million in accounts receivable.

Our accounts receivable at December 31, 2015 included approximately $1.3 million owed to us by the manufacturer of our CloudPets product for the electronic components that we sourced and resold to the manufacturer. The manufacturer included those components in final products, which it sold to an affiliate of our licensee. Unfortunately, the affiliate’s customer cancelled its order for a large quantity of the CloudPets units, which remain unsold in the affiliate’s inventory. The affiliate has, therefore, failed to pay the manufacturer for those units, and the manufacturer, in turn, has withheld payment of most of the $1.3 million that it owes to us. We are currently negotiating a resolution to this problem, and still consider collection of the receivable in full to be likely. However, if the negotiations fail or are inconclusive for an extended period, we will be required by generally accepted accounting principles to record a reserve against the possible write-off of the receivable. Such a reserve would be recorded as an expense when recorded, and would adversely affect our financial results and the stability of our balance sheet.

We will require financing to achieve our current business strategy. Our inability to obtain such financing could prohibit us from executing our business plan and cause us to slow down our expansion of operations.

The current level of our revenues is not sufficient to finance our operations. Even with new products coming into the market, our revenues are unlikely to be sufficient during 2016 to offset our overhead and finance the significant marketing program that our new product offerings require. For that reason, we will require additional capital or debt proceeds in order to properly finance the implementation of our business plan. We will need to raise funds through public or private debt financing or the sale of equity to achieve our current business objectives.

On the date of this prospectus or promptly thereafter, we will sell 10% Convertible Debentures to the Selling Shareholders for gross proceeds of $550,000. Other than that arrangement, we currently have no committed source of capital.

Financing may not be available to us when needed. Even if such financing is available, it may be on terms that are materially adverse to the interests of our shareholders with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.

We will require secured financing to enable us to satisfy orders for our products. If we were unable to obtain or service such financing, or if the restrictions imposed by such financing are too burdensome, our business would be harmed.

In order to meet our working capital needs, particularly those anticipated for the third and fourth quarters, we will attempt to secure a revolving credit facility or other similar credit facility to provide working capital, so that we can purchase components and finance the manufacture and shipment of our products, and so fulfill purchase orders. Without such a credit facility, we will have to again depend on our distributors to complete the manufacture of our products, which is an unsatisfactory arrangement for many reasons and is also unprofitable. However, there is no guarantee that we will be able to secure a credit facility on favorable terms, or at all.

We also may choose to finance our capital needs, from time to time, through the issuance of debt securities. Our ability to issue such securities on satisfactory terms, if at all, will depend on the state of our business and financial condition, market interest rates, and the overall condition of the financial and credit markets at the time of the offering. The condition of the credit markets and prevailing interest rates have fluctuated significantly in the past and are likely to fluctuate in the future. Variations in these factors could make it difficult for us to sell debt securities or require us to offer higher interest rates in order to sell new debt securities. The failure to receive financing on desirable terms, or at all, could damage our ability to support our future operations or capital needs or engage in other business activities.

We do not expect to pay dividends and investors should not buy our common stock expecting to receive dividends.

We have not paid any dividends on our common stock in the past, and do not anticipate that we will declare or pay any dividends in the foreseeable future. Consequently, investors will only realize an economic gain on their investment in our common stock if the price appreciates. Investors should not purchase our common stock expecting to receive cash dividends. Because we do not pay dividends, and there may be limited trading, investors may not have any manner to liquidate or receive any payment on their investment. Therefore, our failure to pay dividends may cause investors to not see any return on investment even if we are successful in our business operations. In addition, because we do not pay dividends we may have trouble raising additional funds, which could affect our ability to expand our business operations.

II. Risks Relating to our Business Operations

Our revenues in 2016 and beyond will primarily arise from products that we are only now and in the future introducing to the market. The prospect for success of those products is, therefore, speculative. If the new products do not achieve adequate sales volume, our financial results will be poor.

95% of our revenues in 2015 was attributable to our sales of electronic components to the fabricator that manufactured our CloudPets product; the remainder of our revenues was mostly attributable to royalties we received from sales of CloudPets by our licensees. We have terminated the program of selling CloudPets components, since the margins we achieved were not adequate to allow for profitable operation. As a result, we have no significant carry-over revenue stream from 2015 to 2016. Except for such royalty income as we may receive, all of our revenue in 2016 will come from products that are introduced to the market in 2016 - Wiggy^tm, which we introduced in April 2016, and other products scheduled for introduction during the year. We have no basis on which to project the revenue that can be expected from those products. It is possible, therefore, that are revenue will again be inadequate to fund our overhead expenses, and we will incur a net loss in 2016 and beyond.

We have a limited operating history. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.

We acquired ~~were~~Spiral ~~incorporated~~Toys LLC on ~~September~~July 21, ~~2010~~2014 and have a limited operating history. Given our limited operating history, there can be no assurance that we can build our business such that we can earn a significant profit or any profit at all. The future of our Company will depend upon our ability to obtain and retain customers and when needed, obtain sufficient financing and continuing support from ~~stockholders~~creditors, ~~and~~while ~~creditors~~we ~~and~~strive to achieve and maintain profitable operations. ~~Potential~~ ~~investors should be aware of the difficulties normally encountered by new apparel companies, generally, and the high rate of failure of such enterprises.~~ The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we undertake. There is no history upon which to base any assumption ~~as to the likelihood~~ that weour business will prove to be successful, and there is significant risk that we ~~can~~will not be able generate the sales volumes and revenues necessary to achieve profitable operations. To the extent that we cannot achieve our plans and generate revenues which exceed expenses on a consistent basis ~~and in a timely manner~~, our business, results of operations, financial condition and prospects will be materially adversely affected.

WeSpiral Toys ~~may~~operates ~~require~~in ~~financing~~a tohighly ~~achieve~~competitive ~~our~~market ~~current~~and ~~business~~the ~~strategy~~size and ~~our~~resources ~~inability~~of tomany ~~obtain~~of ~~such~~its ~~financing~~competitors ~~could~~may ~~prohibit~~allow usthem ~~from~~to ~~executing~~compete ~~our~~more effectively ~~business~~than ~~plan~~Spiral ~~and~~Toys ~~cause~~can, preventing us tofrom ~~slow~~achieving ~~down our expansion of operations~~profitability.

WeThe market for electronic toys is highly competitive. Competition may ~~need~~result toin ~~raise~~pricing ~~funds~~pressures, ~~through~~reduced ~~public~~profit margins or ~~private~~lost market ~~debt~~share, or ~~sale~~a failure to grow Spiral Toy’s market share, any of ~~equity~~which tocould ~~achieve~~substantially ~~our~~harm ~~current~~its business ~~strategy~~and results of operations. ~~Such~~ ~~financing~~Spiral ~~may~~Toys ~~not~~competes bedirectly ~~available~~against ~~when~~wholesalers ~~needed. Even~~and ifdirect ~~such~~retailers ~~financing~~of isgames ~~available~~and toys, itincluding ~~may~~large, bediversified entertainment oncompanies ~~terms~~with ~~that~~substantial ~~are~~market ~~materially~~share. ~~adverse~~In toaddition, ~~your~~we ~~interests~~compete with ~~respect~~other tocompanies ~~dilution~~who ofare ~~book~~focused ~~value,~~on ~~dividend~~building their ~~preferences~~brands across multiple product and consumer categories. Across our business, ~~liquidation~~we ~~preferences~~face competitors who are constantly monitoring and attempting to anticipate consumer tastes and trends, orseeking ~~other~~ideas ~~terms. Our~~which ~~capital~~will ~~requirements~~appeal to ~~implement~~consumers and introducing new products that compete with our ~~business~~products ~~strategy~~for ~~will~~consumer beacceptance ~~significant~~and purchase. ~~Moreover,~~ inMany ~~addition~~of toits ~~monies~~competitors ~~needed~~have tosignificant ~~continue~~competitive ~~operations~~advantages, including ~~over~~longer ~~the~~operating ~~next~~histories, ~~twelve~~larger ~~months,~~and webroader ~~anticipate~~customer ~~requiring~~bases, ~~additional~~less-costly ~~funds~~offshore toproduction, ~~expand~~more ~~our~~established ~~operations~~relationships with ~~significantly~~a asbroader set ~~forth~~of insuppliers, ~~our~~greater ~~plan~~brand ofrecognition ~~operations.~~and greater financial, research and development, marketing, distribution and other resources than Spiral Toys does.

There can be no assurances that such funding will be available to us on terms that would be acceptable and at this time we have no specific details regarding the timing, source or manner in which we will raise any such funds. Accordingly, there can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable. If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.5

~~Lexi-Luu~~In addition to existing competitors, the barriers to entry for new participants in the children’s ~~limited~~entertainment ~~brand~~industry ~~recognition~~and in ~~may~~the ~~limit~~consumer products industry are low, and the increasing importance of digital media, and the heightened connection between digital media and consumer interest, has further increased the ability for new participants to enter our ~~expansion~~markets, ~~strategy~~and has broadened the array of companies we compete with. New participants with a popular product idea or entertainment property can gain access to consumers and ~~cause~~become a significant source of competition for our ~~business~~products in a very short period of time. These existing and new ~~growth~~competitors may be able to ~~suffer~~respond more rapidly than us to changes in consumer preferences. Our competitors’ products may achieve greater market acceptance than our products and potentially reduce demand for our products, lower our revenues and lower our profitability.

~~Lexi-Luu~~Our business ~~may~~depends ~~encounter~~significantly ~~difficulty~~on ~~attracting~~our ~~new~~ability ~~retail customers and retailers~~ to ~~sell~~obtain ~~its~~a ~~products~~substantive ~~because~~distribution ofnetwork ~~limited~~for ~~brand recognition leading to delayed acceptance of~~ our ~~children’s~~products. ~~dancewear~~Failure ~~and playwear~~ by ~~customers. In~~us ~~particular, we have no assurance that Lexi-Luu’s grassroots marketing efforts will prove successful outside of the narrow dancewear market~~ to obtain ~~which~~such ~~its~~distribution ~~products~~network ~~are~~could ~~currently~~adversely ~~being~~affect ~~sold. The~~our ~~expansion~~financial ~~into new markets may present competitive~~condition, ~~merchandising,~~competitiveness ~~forecasting~~ and ~~distribution challenges that are different from or more severe than those Lexi-Luu currently faces. Failure to develop new markets or disappointing~~ growth ~~of its current market may harm its business and results of operations~~prospects.

~~Page~~Our success 9depends on our ability to establish efficient distribution methods for our products. In 2015 we relied on one distributor for the sale of our CloudPets line. Our future marketing efforts may replicate that distribution structure, since we lack access to a broad distribution network. With only one or a few distributors, the impact of economic conditions on any of our distributors, such as bankruptcy, could result in sales channel disruption. In the event the distributor fails to sell our products in sufficient amounts, such failure could have a material adverse effect on our revenue. We intend to expand our distribution network; however, we cannot make any assurances that we will be successful in doing so or if such relationships will be on favorable terms. Moreover, the functioning of our products distribution could be disrupted for reasons either within or beyond the our control, including: extremes of weather or longer-term climatic changes; accidental damage; disruption to the supply of material or services; product quality and safety issues; systems failure; workforce actions; or environmental contamination. Such disruption or failures may materially adversely affect our ability to sell products and therefore materially adversely affect our financial condition, competitiveness and growth prospects.

~~Lexi-Luu~~Spiral Toys’ ~~operates~~business depends in alarge ~~highly~~part ~~competitive~~on ~~market~~the ~~and~~success ~~the~~of ~~size~~its vendors and ~~resources~~outsourcers, ofand ~~many~~Spiral ofToys’ ~~its~~brands ~~competitors~~and reputation may ~~allow~~be ~~them~~harmed toby ~~compete~~actions ~~more~~taken ~~effectively~~by ~~than~~third-parties itthat ~~can,~~are ~~resulting~~outside inSpiral aToys’ ~~loss~~control. ofIn ~~its~~addition, ~~market~~any ~~share~~material ~~and~~failure, inadequacy, aor ~~decrease~~interruption inresulting ~~our~~from ~~net~~such ~~revenue~~vendors ~~and~~or anoutsourcings ~~inability~~could harm Spiral Toys’ ability to ~~achieve~~effectively ~~profitability~~operate its business.

~~The~~Due to ~~market~~our ~~for~~limited ~~children’s~~working ~~dancewear~~capital and ~~playwear~~the isneed ~~highly~~to ~~competitive. Competition~~apply ~~may~~those ~~result~~resources into ~~pricing~~our ~~pressures~~marketing program, ~~reduced~~Spiral ~~profit~~Toys ~~margins~~relies oralmost ~~lost~~entirely on ~~market~~vendor ~~share,~~and oroutsourcing arelationships ~~failure~~with tothird ~~grow~~parties ~~Lexi-Luu’s~~for ~~market~~services ~~share,~~and ~~any~~systems ofincluding ~~which~~manufacturing, ~~could~~transportation, ~~substantially harm its business~~ logistics and ~~results~~information ~~of operations~~technology. ~~Lexi-Luu~~ ~~competes~~Any ~~directly~~shortcoming ~~against~~of ~~wholesalers~~a ~~and~~Spiral ~~direct~~Toys ~~retailers~~vendor ofor ~~dancewear and playwear~~outsourcer, ~~including~~particularly ~~large,~~an ~~diversified~~issue ~~apparel~~affecting ~~companies~~the ~~with~~quality of ~~substantial~~these ~~market~~services ~~share~~or ~~and established companies~~systems, asmay ~~well~~be asattributed ~~against~~by ~~retailers~~customers ~~specifically~~to ~~focused~~Spiral onToys, ~~children’s~~thus ~~apparel. Many~~damaging ofSpiral ~~Lexi-Luu~~Toys’s ~~competitors~~reputation ~~are large apparel~~ and ~~sporting goods companies with strong worldwide~~ brand ~~recognition~~ value, ~~such as Capezio Ballet Makers Inc.~~ and ~~Eurotard. Many~~potentially ofaffecting its ~~competitors~~results ~~have~~of ~~significant~~operations. ~~competitive~~In ~~advantages~~addition, ~~including~~problems ~~longer~~with ~~operating~~transitioning ~~histories,~~these ~~larger~~services and ~~broader~~systems to ~~customer~~or ~~bases,~~operating ~~less-costly~~failures ~~offshore~~with ~~production,~~these ~~more~~vendors ~~established~~and ~~relationships~~outsourcers ~~with~~could acause ~~broader~~delays ~~set~~in ofproduct ~~suppliers~~sales, ~~greater~~and ~~brand~~reduce ~~recognition~~efficiency ~~and~~of ~~greater~~Spiral Toys’ ~~financial~~operations, ~~research~~ and ~~development,~~significant ~~marketing,~~capital ~~distribution~~investments ~~and~~could ~~other~~be ~~resources~~required ~~than~~to ~~Lexi-Luu~~remediate ~~does.~~the problem.

~~Lexi-Luu’s~~Our use ~~competitors may be able to achieve and maintain brand awareness and market share more quickly and effectively than it can. In contrast to its “grassroots” marketing approach, many~~ of ~~Lexi~~third-~~Luu’s~~party ~~competitors~~manufacturers ~~promote their brands primarily through traditional forms of advertising, such as print media and television commercials, and through celebrity athlete endorsements, and have substantial resources~~ to ~~devote~~produce toour ~~such~~products ~~efforts. Lexi-Luu’s~~presents ~~competitors~~risks ~~may also create and maintain brand awareness using traditional forms of advertising more quickly in new markets than it can. Lexi-Luu’s competitors may also be able~~ to ~~increase~~our sales in their new and existing markets faster than it does by emphasizing different distribution channels, such as wholesale, Internet or catalogue sales or an extensive franchise network, as opposed to distribution through retail stores, and many of Lexi-Luu’s competitors have substantial resources to devote toward increasing sales in such waysbusiness.

InFor the ~~addition~~foreseeable future, ~~because~~all ~~Lexi~~of our products will be manufactured by third-~~Luu~~party ~~owns~~manufacturers, nothe ~~patents~~majority orof ~~exclusive~~which ~~intellectual~~are ~~property~~likely to ~~rights~~be located in ~~the~~China. ~~technology,~~If ~~fabrics~~we were prevented or ~~processes~~delayed ~~underlying~~in ~~its~~obtaining products, ~~its~~or ~~current~~components ~~and~~for ~~future~~a ~~competitors~~material ~~are~~portion ~~able~~of our product line due to ~~manufacture~~political, ~~and~~civil, ~~sell~~labor ~~products~~or ~~with~~other ~~performance~~factors ~~characteristics~~beyond our control, ~~fabrication~~including ~~techniques~~natural disasters or pandemics, our operations may be substantially disrupted, potentially for a significant period of time. This delay could significantly reduce our revenues and ~~styling~~profitability ~~similar~~and toharm ~~Lexi-Luu’s~~our ~~products~~business while alternative sources of supply are secured.

IfFactors that ~~Lexi-Luu~~could ~~fails~~negatively toaffect ~~continue~~our tobusiness ~~develop~~include ~~attractive~~a potential significant revaluation of the Chinese Yuan, which may result in an increase in the cost of producing products in China, labor shortages and ~~innovative~~increases in labor costs in China as well as difficulties in moving products manufactured in China out of Asia and ~~provide~~through ~~consumers~~the ports in North America and Europe, whether due to port congestion, labor disputes, slow downs, product regulations and/or inspections or other factors. Prolonged disputes or slowdowns at the west coast port can negatively impact both the time and cost of transporting goods into the United States. Natural disasters or health pandemics impacting China can also have a significant negative impact on our business. Further, the imposition of trade sanctions or other regulations by the United States or the European Union against products imported by us from, or the loss of “normal trade relations” status with, ~~design~~China, ~~features~~could ~~that~~significantly ~~meet~~increase ~~their~~our ~~expectations~~cost of products imported into the United States or Europe and harm our business. Additionally, itthe ~~may~~suspension ~~not~~of bethe ~~able~~operations toof ~~generate~~a ~~sufficient~~third-party ~~consumer~~manufacturer ~~interest~~by government inspectors in ~~its~~China ~~children’s~~could ~~dancewear~~result ~~and~~in ~~playwear~~delays to ~~remain~~us ~~competitive~~in obtaining product and may harm sales.

Lexi-Luu must continue to develop attractive and innovative product designs to attract and retain consumers. If it is unable to anticipate consumer preferences or industry changes, or if it is unable to modify its products on a timely basis, it may lose customers or become subject to greater pricing pressures. Lexi-Luu’s operating results would also suffer if its innovations do not respond to the needs of its customers, are not appropriately timed with market opportunities or are not effectively brought to market. Any failure on Lexi-Luu’s part to innovate and design new products or modify existing products will hurt its brand image and could result in a decrease in net revenue and an increase in inventory levels. In addition, Lexi-Luu may not be able to generate sufficient consumer interest in its children’s dancewear and playwear to remain competitive. Any of these factors could harm our business or stock price.6

~~Lexi-Luu~~Issues with ~~does~~products ~~not~~may ~~have~~lead ~~patents~~to orproduct ~~exclusive~~liability, ~~intellectual~~personal injury or property ~~rights~~damage inclaims, ~~its~~recalls, ~~designs~~withdrawals, ~~fabrics~~replacements ~~and~~of products, ~~manufacturing~~or ~~technology. If~~regulatory ~~its~~actions ~~competitors~~by ~~sell~~governmental ~~similar~~authorities ~~products~~that tocould ~~Lexi-Luu’s~~divert resources, ~~its~~affect ~~net~~business ~~revenue~~operations, decrease sales, increase costs, and ~~profitability~~put Spiral Toys at a competitive disadvantage, any of which could ~~suffer~~have a significant adverse effect on Spiral Toys’ financial condition.

~~The~~Spiral Toys ~~intellectual~~may ~~property rights~~ in the ~~technology,~~future ~~fabrics~~experience ~~and~~issues ~~processes~~with ~~used~~products tothat ~~manufacture~~may ~~our~~lead ~~products~~to ~~are~~product ~~owned~~liability, personal injury or ~~controlled~~property bydamage claims, ~~Lexi-Luu’s~~recalls, ~~suppliers~~withdrawals, ~~and~~replacements ~~are~~of ~~generally~~products, ~~not~~or ~~unique~~regulatory toactions itby governmental authorities. ~~Lexi-Luu’s~~ ~~ability~~Any toof ~~obtain~~these ~~intellectual~~activities could ~~property~~result ~~protection~~in ~~for~~increased ~~its~~governmental ~~products~~scrutiny, isharm ~~therefore~~to ~~limited~~Spiral ~~and~~Toys’ itreputation, ~~currently~~reduced ~~own~~demand noby ~~patents~~consumers orfor ~~exclusive~~its ~~intellectual~~products, decreased ~~property~~willingness ~~rights~~by inretailer ~~its~~customers ~~designs,~~to ~~fabrics~~purchase or ~~processes~~provide ~~underlying~~marketing ~~its~~support ~~products. As~~for athose ~~result~~products, ~~Lexi-Luu’s~~adverse ~~current~~impacts ~~and~~on ~~future~~Spiral Toys’ ~~competitors~~ability ~~are able~~ to ~~design,~~enter ~~manufacture~~into ~~and~~licensing ~~sell~~agreements for products ~~with~~on ~~performance~~competitive ~~characteristics~~terms, ~~fabrications~~absence ~~and~~or ~~styling~~increased ~~similar~~cost toof ~~its~~insurance, or ~~products. Because~~additional ~~many~~safety ofand ~~Lexi-Luu’s~~testing ~~competitors,~~requirements. ~~such~~Such asresults ~~Capezio~~could ~~Ballet~~divert ~~Makers~~development ~~Inc.~~ and ~~Eurotard~~management resources, ~~have~~adversely ~~significantly~~affect Spiral ~~greater~~Toys’ ~~financial,~~business ~~distribution~~operations, ~~marketing~~decrease ~~and other resources~~sales, ~~they~~increase ~~may~~legal befees ~~able~~and toother ~~manufacture~~costs, and ~~sell~~put ~~products~~Spiral ~~based~~Toys onat ~~our~~a ~~designs,~~competitive disadvantage ~~fabrics~~compared ~~and~~to ~~manufacturing~~other ~~technology~~manufacturers atnot ~~lower~~affected ~~prices~~by ~~than~~similar ~~Lexi-Luu~~issues ~~can. If~~with ~~Lexi-Luu’s~~products, ~~competitors~~any doof ~~sell~~which ~~similar~~could ~~products~~have ata ~~lower~~significant adverse ~~prices,~~effect ~~its~~on ~~net~~Spiral ~~revenue~~Toys’ financial condition and ~~profitability~~results ~~could~~of ~~suffer~~operations.

~~Page~~Our business 10is seasonal and therefore our annual operating results will depend, in large part, on our sales during the relatively brief holiday shopping season. This seasonality is exacerbated by retailers’ quick response inventory management techniques.

We expect that sales of our toys at retail will be extremely seasonal, with a majority of retail sales occurring during the period from September through December in anticipation of the holiday season. This seasonality in our industry has increased over time, as retailers become more efficient in their control of inventory levels through quick response inventory management techniques. Customer now time their orders so that they are being filled by suppliers, such as us, closer to the time of purchase by consumers. The majority of retail sales of toys generally occur in the fourth quarter, close to the holiday season. As a consequence, the majority of our sales to our customers will occur in the period from September through December, as our customers do not want to maintain large on-hand inventories throughout the year ahead of consumer demand. While these techniques reduce a retailer’s investment in inventory, they increase pressure on suppliers like us to fill orders promptly and thereby shift a significant portion of inventory risk and carrying costs to the supplier.

The level of inventory carried by retailers may also reduce or delay retail sales resulting in lower revenues for us. If we or our customers determine that one of our products is more popular at retail than was originally anticipated, we may not have sufficient time to produce and ship enough additional products to fully meet consumer demand. Additionally, the logistics of supplying more and more product within shorter time periods increases the risk that we will fail to achieve tight and compressed shipping schedules, which also may reduce our sales and harm our financial performance. This seasonal pattern requires significant use of working capital, mainly to manufacture or acquire inventory during the portion of the year prior to the holiday season, and requires accurate forecasting of demand for products during the holiday season in order to avoid losing potential sales of popular products or producing excess inventory of products that are less popular with consumers. Our failure to accurately predict and respond to consumer demand, resulting in our under producing popular items and/or overproducing less popular items, would reduce our total sales and harm our results of operations. In addition, as a result of the seasonal nature of our business, we would be significantly and adversely affected, in a manner disproportionate to the impact on a company with sales spread more evenly throughout the year, by unforeseen events such as a terrorist attack or economic shock that harm the retail environment or consumer buying patterns during our key selling season, or by events such as strikes or port delays that interfere with the shipment of goods, particularly from the Far East, during the critical months leading up to the holiday shopping season.

As a manufacturer of consumer products, we are subject to various government regulations and may be subject to additional regulations in the future, violation of which could subject us to sanctions or otherwise harm our business.

As a manufacturer of consumer products, we are subject to significant government regulations, including, in the United States, under the Consumer Products Safety Act, the Federal Hazardous Substances Act, and the Flammable Fabrics Act, as well as under product safety and consumer protection statutes in our international markets. In addition, advertising to children is subject to regulation by the Federal Trade Commission, the Federal Communications Commission and a host of other agencies globally, and the collection of information from children under the age of thirteen is subject to the provisions of the Children’s Online Privacy Protection Act and other privacy laws around the world. While we take all the steps we believe are necessary to comply with these acts, there can be no assurance that we will be in compliance and failure to comply with these acts could result in sanctions which could have a negative impact on our business, financial condition and results of operations. We may also be subject to involuntary product recalls or may voluntarily conduct a product recall, and the costs associated with future product recalls individually or in the aggregate in any given fiscal year could be significant. In addition, any product recall, regardless of direct costs of the recall, may harm consumer perceptions of our products and have a negative impact on our future revenues and results of operations.

Governments and regulatory agencies in the markets where we manufacture and sell products may enact additional regulations relating to product safety and consumer protection in the future and may also increase the penalties for failure to comply with product safety and consumer protection regulations. In addition, one or more of our customers might require changes in our products, such as the non-use of certain materials, in the future. Complying with any such additional regulations or requirements could impose increased costs on our business. Similarly, increased penalties for non-compliance could subject us to greater expense in the event any of our products were found to not comply with such regulations. Such increased costs or penalties could harm our business.

Our computer systems and operations may be vulnerable to security breaches.

We expect that the cloud-based applications embedded in our toys will be an important foundation for establishing our company as a leading source of technology for children. For that reason, among others, the safety of our network and our secure transmission of information over the Internet will be essential to our operations and our services. Although we have developed systems and processes that are designed to protect our network and the consumer information stored on our network, our network and our computer infrastructure are potentially vulnerable to physical breaches or to the introduction of computer viruses, abuse of use and similar disruptive problems and security breaches that could cause loss (both economic and otherwise), interruptions, delays or loss of services to our users. We rely on licensed encryption and authentication technology to effect secure transmission of confidential information, including credit card numbers. It is possible, however, that advances in computer capabilities or new technologies could result in a compromise or breach of the technology we use to protect user transaction data. A party that is able to circumvent our security systems could misappropriate proprietary information, cause interruptions in our operations or utilize our network without authorization. Security breaches also could damage our reputation and expose us to a risk of loss, litigation and possible liability. We cannot guarantee you that our security measures will prevent security breaches.

If Spiral Toys is not able to adequately protect its proprietary intellectual property and information, and protect against third party claims that Spiral Toys is infringing on their intellectual property rights, its results of operations could be adversely affected.

The value of Spiral Toys’ business depends on its ability to protect its intellectual property and information, including its trademarks, trade names, copyrights, patents, trade secrets, and rights under intellectual property license agreements and other agreements with third parties, in the US and around the world, as well as its customer, employee, and consumer data. Third parties may try to challenge Spiral Toys’ ownership of its intellectual property in the US and around the world. In addition, Spiral Toys’ business is subject to the risk of third parties counterfeiting its products or infringing on its intellectual property rights. The steps Spiral Toys has taken may not prevent unauthorized use of its intellectual property, particularly in foreign countries where the laws may not protect its intellectual property as fully as in the US. Spiral Toys may need to resort to litigation to protect its intellectual property rights, which could result in substantial costs and diversion of resources. If Spiral Toys fails to protect its proprietary intellectual property and information, including with respect to any successful challenge to Spiral Toys’ ownership of its intellectual property or material infringements of its intellectual property, this failure could have a significant adverse effect on Spiral Toys’ business, financial condition, and results of operations.

Third parties may claim that our services infringe upon their intellectual property rights.

Third parties may assert claims that we have violated a patent or infringed a copyright, trademark or other proprietary right belonging to them and subject us to expensive and disruptive litigation. We incorporate licensed technology in some of our products and services. In these license agreements, the licensors have agreed to indemnify us with respect to any claim by a third party that the licensed software infringes any patent or other proprietary right so long as we have not made changes to the licensed software. We cannot assure you that these provisions will be adequate to protect us from infringement claims. Any infringement claims and lawsuits, even if not meritorious, could be expensive and time consuming to defend; divert management’s attention and resources; require us to redesign our products and services, if feasible; require us to pay royalties or enter into licensing agreements in order to obtain the right to use necessary technologies; and/or may materially disrupt the conduct of our business.

III. Risks Relating to our Management

If we are unable to manage our planned growth, our operations could be adversely impacted.

We expect to experience growth in the future. The management of such growth will require, among other things, continued development of our financial and management controls and management information systems, management of our production and distribution systems, stringent control of costs and inventories, increased spending associated with marketing activities ~~and acquisition of retailers~~, the ability to attract and retain qualified management personnel and the training of new personnel. In addition, growth will eventually require the expansion of our billing, customer care and online sales systems, which will require additional capital expenditures and may divert the time and attention of management personnel who oversee any such expansion. Failure to manage our expected growth and development successfully, to enhance our processes and management systems or to resolve any such difficulties adequately or in a timely manner could have a material adverse effect on our business, financial condition and results of operations.

~~Key~~If we ~~management~~fail ~~personnel~~to ~~may~~comply ~~leave~~with the ~~Company,~~rules ~~which~~under ~~could~~the ~~adversely~~Sarbanes-Oxley ~~affect~~Act ~~the~~related ~~ability~~to ofaccounting controls and procedures or if the ~~company~~material weaknesses toor ~~continue~~other ~~operations~~deficiencies in our internal accounting procedures are not remediated, our stock price could decline significantly.

~~Because~~Our management wehas ~~are~~evaluated ~~entirely~~the ~~dependent~~effectiveness of our internal control over financial reporting as of December 31, 2015 based on the control ~~efforts~~criteria established in a report entitled Internal Control — Integrated Framework, issued by the Committee of MrSponsoring Organizations of the Treadway Commission. ~~Peter~~Based ~~Henricsson~~on this evaluation, our ~~CEO~~management concluded that our internal control over financial reporting was not effective as of December 31, Mr2015. ~~Gordon~~During ~~McDougall~~its evaluation, ~~our~~as ~~CFO~~of December 31, ~~Mr.~~2015 ~~Hubert~~our ~~Blanchette,~~management identified material weaknesses in our ~~subsidiary’s~~internal ~~CEO,~~control over financial reporting and Mrother deficiencies. ~~Paul~~Because ~~Koros,~~of anthese ~~advisor~~deficiencies, to our investors ~~subsidiary,~~could ~~their~~lose ~~departure~~confidence orin ~~the~~us, ~~loss~~which ofcould ~~other~~result ~~key~~in ~~personnel~~a decline in ~~the~~our ~~future~~stock price. Moreover, ~~could~~effective ~~have~~internal acontrols, particularly ~~material~~those ~~adverse~~related ~~effect~~to onrevenue ~~our~~recognition, ~~business. We~~are ~~believe~~necessary ~~that~~for ~~all~~us ~~commercially~~to ~~reasonable~~produce ~~efforts~~reliable ~~have~~financial ~~been~~reports ~~made~~and are important to ~~minimize~~helping ~~the~~prevent ~~risks~~financial ~~attendant~~fraud. ~~with~~If ~~the~~we ~~departure~~cannot byprovide ~~key~~reliable ~~personnel~~financial ~~from~~reports ~~service. However~~or prevent fraud, ~~there~~our isbusiness noand ~~guarantee~~operating results ~~that~~could ~~replacement~~be ~~personnel~~harmed, ifinvestors ~~any~~could lose confidence in our reported financial information, ~~will~~and ~~help~~the ustrading toprice ~~operate~~of ~~profitably~~our stock could decline significantly. We doIn ~~not~~addition, ~~maintain~~we ~~key-person~~cannot ~~life~~be ~~insurance~~certain onthat ~~any~~additional ofmaterial weaknesses or other significant deficiencies in our ~~officers~~internal orcontrols ~~employees~~will not be discovered in the future.

Presently, the Company’s Chief Executive Officer and Chief Financial Officer have other outside business activities and, as such, they are not devoting all of their time to the Company, which may result in periodic interruptions or business failure.

Mr. Peter Henricsson, our Chief Executive Officer, and Mr. Gordon C. McDougall, our Chief Financial Officer, have other business interests and currently devote approximately 10 hours and 15 hours per week, respectively, to our operations. Our operations may be sporadic and occur at times which are not convenient to Mr. Henricsson and Mr. McDougall, which may result in periodic interruptions in the development of our business. If the demands of our business require the full business time of our executive officers, they are prepared to adjust their timetable to devote more time to our business. However, they may not be able to devote sufficient time to the management of our business, which may result in periodic interruptions in implementing our plans in a timely manner. Such delays could have a significant negative effect on the success of our business.

Risks Relating to Our Common Stock

As a public company, we will incur substantial expenses.

Upon declared effectiveness of this Registration Statement by the SEC, we will then become subject to the information and reporting requirements of the U.S. securities laws. The U.S. securities laws require, among other things, review, audit, and public reporting of our financial results, business activities, and other matters. Recent SEC regulation, including regulation enacted as a result of the Sarbanes-Oxley Act of 2002, has also substantially increased the accounting, legal, and other costs related to becoming and remaining an SEC reporting company. If we do not have current information about our company available to market makers, they will not be able to trade our stock. The public company costs of preparing and filing annual and quarterly reports, and other information with the SEC and furnishing audited reports to stockholders, will cause our expenses to be higher than they would be if we were privately held. In addition, we are incurring substantial expenses in connection with the preparation of this Registration Statement. These increased costs may be material and may include the hiring of additional employees and/or the retention of additional advisors and professionals. Our failure to comply with the federal securities laws could result in private or governmental legal action against us and/or our officers and directors, which could have a detrimental effect on our business and finances, the value of our stock, and the ability of stockholders to resell their stock.

Page 11

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the SEC’s “penny stock” rules in trading our securities. For the purposes relevant to us, a penny stock is any equity security that has a market value of less than $5.00 per share, subject to certain exceptions. These rules require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity and liquidity of our Common Stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our Common Stock, reducing a shareholder’s ability to resell shares of our Common Stock.

The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

Our management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and,

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

If investors generally share this perception, fewer investors may be willing to purchase our Common Stock. This, in turn, could have the effect of reducing the trading activity in the secondary market for our stock and reducing our shareholders’ ability to resell shares of our Common Stock.

We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

There are substantial penalties that could be imposed upon us if we fail to comply with all of regulatory requirements. In particular, under Section 404 of the Sarbanes-Oxley Act of 2002 we will be required, beginning with our fiscal period ending December 31, 2010, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. Furthermore, our independent registered public accounting firm will be required to attest to whether our assessment of the effectiveness of our internal control over financial reporting is fairly stated in all material respects and separately report on whether it believes we have maintained, in all material respects, effective internal control over financial reporting. We have not yet completed our assessment of the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification and auditor attestation requirements.

Page 12

Our management and employees have no meaningful accounting or financial reporting education or experience and, accordingly, our ability to meet Exchange Act reporting requirements on a timely basis will be dependent to a significant degree upon others.

Our management and employees have no meaningful financial reporting education or experience. We are and will continue to be heavily dependent on advisors and consultants to comply with the reporting requirements of a public company. As such, there is risk about our ability to comply with all financial reporting requirements accurately and on a timely basis.

Having only two directors who also serve as our officers limits our ability to establish effective independent corporate governance procedures and increases the control of our Chief Executive Officer.

We have only two directors and these directors serve as our Chief Executive Officer and Chief Financial Officer. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. Simultaneous service as a director and officer could create, or appear to create, a conflict of interest when such directors are responsible for decisions concerning management composition, duties and compensation, including decisions regarding the appointment of officers, the issuance of options, financial controls and other issues presented to our board of directors that might have adverse implications or effects on such officers/directors or management in general. Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our Chief Executive Officer and Chief Financial Officer’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of a reporting company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of a reporting company are being made only in accordance with authorizations of management and/or directors of the reporting company; and,

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the reporting company's assets that could have a material effect on the financial statements.

Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

If a Market for Our Common Stock Does Not Develop, Shareholders May Be Unable To Sell Their Shares.

There is currently no public trading market for our Common Stock, and no such market may ever develop. While we intend to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities on the OTC Bulletin Board, there is no assurance that our application will be approved. There is no guarantee that our shares will ever be traded on the OTC Bulletin Board, or, if traded, a public market may not materialize. If our Common Stock is not traded on the OTC Bulletin Board or if a public market for our Common Stock does not develop, investors may not be able to re-sell the shares of our Common Stock that they have purchased and may lose all of their investment.

Page 13

Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading, absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.

Transfer of our common stock may also be restricted under the securities laws or securities regulations promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not yet been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in states which do not offer manual exemptions and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also “Plan of Distribution – State Securities – Blue Sky Laws.”

You may have limited access to information regarding our business because we are a limited reporting company exempt from many regulatory requirements and our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

The Company will not become a fully reporting company, but, rather, will be subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934. As of the date of effectiveness of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) if we have less than 300 shareholders. If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we will be required to deliver periodic reports to security holders. However, we will not be required to furnish proxy statements to security holders, and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Securities Exchange Act of 1934 until we have both 500 or more security holders and greater than $10 million in assets. This means that your access to information regarding our business will be limited.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as ~~rule~~rules ~~changes proposed and~~ enacted by the SEC, the New York ~~and American~~ Stock ~~Exchanges~~Exchange and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than legally required, we have not yet adopted these measures.

~~Because our directors are not independent directors, we~~ We do not currently have independent audit or compensation committees. As a result, ~~these~~our directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, ~~if any,~~ and similar matters, and investors may be reluctant to provide us with funds necessary to expand our operations.

~~Page 14~~9

WeSpiral Toys ~~intend~~depends toon ~~comply~~key ~~with~~personnel ~~all corporate governance measures relating to director independence as~~ and ~~when required. However, we~~ may ~~find~~not ~~it very difficult or~~ be ~~unable~~able to ~~attract~~hire, ~~and~~ retain ~~qualified officers~~, ~~directors~~ and ~~members~~integrate ofsufficient ~~board~~qualified ~~committees~~personnel ~~required~~ to ~~provide~~maintain ~~for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules~~ and expand ~~regulations~~its ~~by the SEC that increase responsibilities and liabilities of directors and executive officers~~business. ~~The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.~~

Spiral Toys’ future success depends partly on the continued contribution of key executives, designers, technical, sales, marketing, manufacturing, and administrative personnel. The loss of services of any of Spiral Toys’ key personnel could harm Spiral Toys’ business. Recruiting and retaining skilled personnel is costly and highly competitive. If Spiral Toys fails to retain, hire, train, and integrate qualified employees and contractors, Spiral Toys may not be able to maintain or expand its business.

IV. Risks Relating to our Common Stock

The sale of common stock by the Selling Shareholders may cause the market price of our common stock to fall.

The shares being sold by the Selling Shareholders in this offering are being issued to the Selling Shareholders upon their conversion of principal and/or interest on the 10% Convertible Debentures. Depending on circumstances at the time of the conversions, the Selling Shareholders may receive the shares at a value of $.35 per share, or may receive the shares at a significant (at least 30%) discount to the market price of our common stock at that time. Sale or the possibility of sale by the Selling Shareholders to the public of even a portion of the shares that it is entitled to acquire and resell could have a significant adverse effect on the market price of our common stock, particularly if the conversion price is at a significant discount to the then-market price of the common stock.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that govern the application of the SEC’s “penny stock” rules to brokers trading securities. For the purposes relevant to us, a penny stock is any equity security that has a market value of less than $5.00 per share, subject to certain exceptions. These rules require that a broker/dealer have reasonable grounds for believing that the investment is suitable for his/her customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. The FINRA requirements will make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers will be willing to make a market in our common stock, reducing a shareholder’s ability to resell shares of our common stock.

The market for penny stocks has experienced numerous frauds and abuses which could adversely impact investors in our stock.

As noted above, Spiral Toys common stock is, and will be for the foreseeable future, a “penny stock”. Penny stocks are frequent targets of fraud or market manipulation. Patterns of fraud and abuse include:

	●	Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

	●	Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

	●	“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

	●	Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

	●	Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Investors who are concerned about the overall reputation of the penny stock market, may be unwilling to purchase our common stock regardless of the history and prospects of Spiral Toys. This could have the effect of reducing the trading activity in the secondary market for our stock and reducing our shareholders’ ability to resell shares of our common stock.

Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to adversely affect stockholder voting power and perpetuate their control over us.

Our articles of incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

Nevada law provides for indemnification of officers and directors at our expense and limits their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.FORWARD-LOOKING STATEMENTS

~~Nevada~~Statements in ~~law~~this ~~provides~~prospectus ~~for~~may ~~the~~be ~~indemnification~~“forward-looking ofstatements.” Forward-looking statements include, but are not limited to, statements that express our ~~directors~~intentions, ~~officers~~beliefs, ~~employees~~expectations, ~~and~~strategies, ~~agents~~predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, ~~under~~estimates ~~certain~~and ~~circumstances~~projections about our business based, ~~against~~in ~~attorney's~~part, ~~fees~~on assumptions made by management. These statements are not guarantees of future performance and ~~other~~involve ~~expenses~~risks, ~~incurred~~uncertainties byand ~~them~~assumptions inthat ~~any~~are ~~litigation~~difficult to ~~which~~predict. ~~they~~Therefore, ~~become~~actual aoutcomes ~~party~~and ~~arising~~results may, and are likely to, differ materially from ~~their~~what ~~association~~is ~~with~~expressed or ~~activities~~forecasted onin ~~our~~the ~~behalf. We~~forward-looking ~~will~~statements ~~also~~due ~~bear~~to numerous factors, including those described above and those risks discussed from time to time in this prospectus, including the ~~expenses~~risks described under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. In addition, such ~~litigation~~statements ~~for~~could be affected by risks and uncertainties related to our ability to raise any offinancing which we may require for our ~~directors~~operations, ~~officers~~competition, ~~employees,~~government orregulations ~~agents~~and requirements, pricing ~~upon~~and ~~such~~development ~~person's~~difficulties, ~~written~~our ~~promise~~ability to ~~repay~~make usacquisitions ~~therefor~~and ifsuccessfully itintegrate isthose ~~ultimately~~acquisitions ~~determined~~with ~~that~~our business, ~~any~~as ~~such~~well ~~person~~as ~~shall~~general ~~not~~industry ~~have~~and ~~been~~market ~~entitled~~conditions toand ~~indemnification~~growth rates, and general economic conditions. ~~This~~ ~~indemnification~~Any ~~policy~~forward-looking statements ~~could~~speak ~~result~~only inas ~~substantial~~of ~~expenditures~~the bydate uson ~~that~~which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this prospectus, except as may be ~~unable~~required tounder ~~recoup.~~applicable securities laws.

WeMARKET FOR ~~have~~COMMON ~~been~~EQUITY ~~advised~~AND ~~that,~~RELATED inSTOCKHOLDER the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops. MATTERS

~~For~~Market Price ~~all~~ of ~~the foregoing reasons and others set forth herein, an investment in~~ our ~~securities~~Common ~~in any market that may develop in the future involves a high degree of risk.~~ Stock

~~USE~~Our common OFstock ~~PROCEEDS~~is listed for quotation on the OTCQB under the symbol “STOY.” Because we are quoted on the OTCQB, our securities may be less liquid, receive less coverage by security analysts and news media, and generate lower prices than might otherwise be obtained if they were listed on a national securities exchange.

The initial ~~Selling~~quote ~~Stockholders~~reported ~~will~~by ~~receive~~the ~~all~~OTCQB ofoccurred ~~the~~on ~~net~~February ~~proceeds~~24, ~~from~~2014. ~~the~~The ~~sale~~following oftable sets forth the ~~shares~~high ofand low bid prices for our common stock ~~offered~~per ~~for~~quarter ~~resale~~since that date as reported by ~~them~~OTC ~~under~~Markets ~~this~~for ~~prospectus. We~~the ~~will~~periods ~~not~~indicated. ~~receive~~These ~~any~~prices ~~proceeds~~represent quotations ~~from~~between ~~the~~dealers ~~resale~~without ofadjustment ~~shares~~for ofretail ~~our~~mark-up, ~~common~~mark ~~stock~~down byor ~~the~~commission ~~Selling~~and ~~Stockholders~~may ~~covered~~not byrepresent ~~this~~actual ~~prospectus~~transactions.

~~Page 15~~11

DETERMINATION OF OFFERING PRICE

Quarter Ended	High Bid		Low Bid
March 31, 2014	$	0.20	$	0.20
June 30, 2014	$	0.60	$	0.20
September 30, 2014	$	0.50	$	0.20
December 31, 2014	$	0.50	$	0.30

There is no established public market for our shares. The offering price and other terms and conditions relative to our shares will be determined by the Selling Shareholders and may or may not bear any relationship to assets, earnings, book value, or any other objective criteria of value. Sales of our common stock may be made by the Selling Stockholders in the open market or in privately negotiated transactions and at fixed or negotiated prices.

Quarter Ended	High Bid		Low Bid
March 31, 2015	$	0.87	$	0.33
June 30, 2015	$	0.57	$	0.36
September 30, 2015	$	0.80	$	0.37
December 31, 2015	$	0.43	$	0.27

March 31, 2016	$	0.44	$	0.23

~~SELLING~~Holders of ~~SECURITY~~Capital ~~HOLDERS~~Stock

UpAs of toMay 25,~~875~~ 2016,~~667~~ ~~shares~~we ofhad ~~Common~~91 ~~Stock~~shareholders ~~may~~of berecord ~~offered~~of byour ~~the~~common ~~Selling Stockholders~~stock. ~~We will not receive any proceeds from the sale of these shares.~~

The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the Selling Stockholders. The second column lists the number of shares of common stock beneficially owned by each Selling Stockholder, as of the date of this registration statement on Form S-1. The third column lists the shares of common stock being offered by this Prospectus by each Selling Stockholder. The fourth and fifth columns list the amount and the percentage (if one percent or more), respectively, of the shares to be owned by each Selling Stockholder after completion of the offering. To our knowledge, none of the Selling Stockholders hold or have held any position, office or other material relationship with us or our affiliates.

Name of Selling Stockholder	Shares of common stock owned prior to offering	Shares of common stock to be sold	Shares of common stock owned after offering	Percent of common stock owned after offering
William Schonbrun	10,000	10,000	0	0%
Jacqueline Chisholm	10,000	10,000	0	0%
James Buonassisi	10,000	10,000	0	0%
Ariane Laird	10,000	10,000	0	0%
Joan Zokol	10,000	10,000	0	0%
Ylva Seljemo	850,000	850,000	0	0%
Niklas Seljemo	10,000	10,000	0	0%
Gunnar Nordgren	850,000	850,000	0	0%
Lena Eklof	10,000	10,000	0	0%
Kenth Englund	10,000	10,000	0	0%
Bengt Wilke	10,000	10,000	0	0%
Ricardo Dai	10,000	10,000	0	0%
Barry Yates	10,000	10,000	0	0%
John Thiessen	10,000	10,000	0	0%
F.A. Ventures, Inc.(1)	20,667	20,667	0	0%
Darlene Rodocker	10,000	10,000	0	0%
Murray Keating	860,000	860,000	0	0%
Enlighted Hospitality Inc.(2)	10,000	10,000	0	0%
The Wallace Family Trust(3)	155,000	155,000	0	0%
Totals	2,875,667	2,875,667	0	0%

_______________

(1) David Jenkins is the beneficial owner of F.A. Ventures, Inc.

(2) Bob Gagne is the beneficial owner of Enlighted Hospitality Inc.

(3) Glen Wallace is the sole trustee of the Wallace Family Trust and has voting and dispositive power over the securities owned by it.

To our knowledge the Selling Stockholders are not registered with the NASD as broker-dealers or otherwise, or are affiliates of broker-dealers.

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PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

The shares covered by this prospectus may be offered and sold from time to time by the Selling Stockholders. The term “Selling Stockholders” includes transferees, pledgees, donees, assignees or other successors in interest selling shares received after the date of this prospectus from each Selling Stockholder. The number of shares beneficially owned by a Selling Stockholder will decrease as and when any such transfers are completed. The plan of distribution for the Selling Stockholders’ shares sold hereunder will otherwise remain unchanged, except that the transferees, pledgees, donees assignees or other successors will be Selling Stockholders hereunder. To the extent required, we may amend and supplement this prospectus from time to time to describe a specific plan of distribution.

The Selling Stockholders may, from time to time, sell any and all of their shares of common stock in private transactions, or should a public market develop, on any such market upon which the our Common Stock is listed. There is currently no public trading market for our Common Stock. While we intend to seek and obtain quotation of our Common Stock for trading on the OTC Bulletin Board, there is no assurance that our application will be approved.

Should a public market develop the Selling Stockholders may make these sales at prices and under terms then prevailing or at prices related to the then current market price. The Selling Stockholders may also make sales in negotiated transactions. The Selling Stockholders may offer their shares from time to time pursuant to one or more of the following methods:

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

one or more block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

public or privately negotiated transactions;

through underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The Selling Stockholders may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the Selling Stockholders or borrowed from the selling stockholders or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from the Selling Stockholders in settlement of those derivatives to close out any related open borrowings of stock.

In connection with distributions of the shares or otherwise, the Selling Stockholders may:

enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume;

sell the shares short and redeliver the shares to close out such short positions;

enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of shares offered by this prospectus, which they may in turn resell; and

pledge shares to a broker-dealer or other financial institution, which, upon a default, they may in turn resell.

In addition to the foregoing methods, the Selling Stockholders may offer their shares from time to time in transactions involving principals or brokers not otherwise contemplated above, in a combination of such methods or described above or any other lawful methods. The Selling Stockholders may also transfer, donate or assign their shares to lenders, family members and others and each of such persons will be deemed to be a selling stockholder for purposes of this prospectus. The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock, and if the Selling Stockholders default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus; provided, however, in the event of a pledge or then default on a secured obligation by the Selling Stockholder, in order for the shares to be sold under this registration statement, unless permitted by law, we must distribute a prospectus supplement and/or amendment to this registration statement amending the list of Selling Stockholders to include the pledge, secured party or other successors in interest of the selling stockholder under this prospectus.

Page 17

The Selling Stockholders may also sell their shares pursuant to Rule 144 under the Securities Act, which permits resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

Sales through brokers may be made by any method of trading authorized by any stock exchange or market on which the shares may be listed or quoted, including block trading in negotiated transactions. Without limiting the foregoing, such brokers may act as dealers by purchasing any or all of the shares covered by this prospectus, either as agents for others or as principals for their own accounts, and reselling such shares pursuant to this prospectus. The Selling Stockholders may effect such transactions directly, or indirectly through underwriters, broker-dealers or agents acting on their behalf. In effecting sales, broker-dealers or agents engaged by the Selling Stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Stockholders, in amounts to be negotiated immediately prior to the sale (which compensation as to a particular broker-dealer might be in excess of customary commissions for routine market transactions).

In offering the shares covered by this prospectus, the Selling Stockholders, and any broker-dealers and any other participating broker-dealers who execute sales for the Selling Stockholders, may be deemed to be “underwriters” within the meaning of the Securities Act in connection with these sales. Any profits realized by the Selling Stockholders and the compensation of such broker-dealers may be deemed to be underwriting discounts and commissions.

We will pay all fees and expenses incident to the registration of the shares.

Penny Stock Regulation

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, that:

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;

contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;

contains a toll-free telephone number for inquiries on disciplinary actions;

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and,

contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.

The broker-dealer also must provide the customer with the following, prior to proceeding with any transaction in a penny stock:

Page 18

bid and offer quotations for the penny stock;

details of the compensation of the broker-dealer and its salesperson in the transaction;

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Offering Period and Expiration Date

This offering will start on the date of this Registration Statement is declared effective by the SEC and continue for a period of 90 days. We may extend the offering period for an additional 90 days, unless the offering is completed or otherwise terminated by us.

Regulation M

We are subject to Regulation M of the Securities Exchange Act of 1934. Regulation M governs activities of underwriters, issuers, selling security holders, and others in connection with offerings of securities. Regulation M prohibits distribution participants and their affiliated purchasers from bidding for, purchasing or attempting to induce any person to bid for or purchase the securities being distributed.

Section 15(g) of the Exchange Act

Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.

Page 19

Rule 15g-9 requires broker/dealers to approve the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his or her rights and remedies in cases of fraud in penny stock transactions; and FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

the basis on which the broker or dealer made the suitability determination, and

that the broker or dealer received a signed, written agreement from the investor prior to the transaction

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, which is likely, it could have an adverse effect on the market, if any, for the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will find it difficult to dispose of the Company’s securities.

State Securities – Blue Sky Laws

There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities laws or securities regulations promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.

We will consider applying for listing in Mergent, Inc., a leading provider of business and financial information on publicly listed companies, which, once published, will provide a “manual” exemption in approximately 40 states. However, we may not be accepted for listing in Mergent or similar services designed to obtain manual exemptions as long as we are considered a "shell."

Page 20

A "manual exemption" allows secondary trading of securities, such as those to be sold by Selling Stockholders under this registration statement. In most of these states, so long as we obtain and maintain a listing in Mergent, Inc. or Standard and Poor's Corporate Manual, secondary trading of our common stock can occur without any filing, review or approval by state regulatory authorities in these states. We cannot secure this listing, and thus this qualification, until after this registration statement on Form S-1 is declared effective. Once we secure this listing, secondary trading can occur in these states without further action.

Upon effectiveness of this Prospectus, the Company intends to become a “reporting issuer” under Section 12(g) of the U.S. Securities Exchange Act of 1934, as amended, by way of filing a Form 8-A with the SEC. A Form 8-A is a “short form” of registration whereby information about the Company will be incorporated by reference to the Registration Statement on Form S-1, of which this prospectus is a part. Upon filing of the Form 8-A, if done, the Company’s shares of common stock will become “covered securities,” or “federally covered securities” as described in some states’ laws, which means that unless you are an “underwriter” or “dealer,” you will have a “secondary trading” exemption under the laws of most states (and the District of Columbia, Guam, the Virgin Islands and Puerto Rico) to resell the shares of common stock you purchase in this offering. However, some states do impose filing requirements on the Company. The Company intends, at its own cost, to make the required notice filings immediately after filing its Form 8-A with the SEC.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

DESCRIPTION OF SECURITIES

Introduction

We were incorporated under the laws of the State of Nevada on September 2, 2010. We are authorized to issue 74,000,000 shares of common stock and 1,000,000 shares of preferred stock.

Common Stock

Our authorized capital stock consists of 74,000,000 shares of Common Stock, $0.001 par value per Share. The holders of our Common Stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs. Our Common Stock does not provide the right to preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our Common Stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Holders of shares of our Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities

Preferred Stock

Our Articles of Incorporation authorize the issuance of 1,000,000 shares of Preferred Stock with designations, rights and preferences determined from time to time by our Board of Directors. As of the date hereof there have been no shares of Preferred Stock designated. The following is a summary of the material rights and restrictions associated with our Preferred Stock.

Our Board of Directors is authorized to determine or alter any or all of the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of preferred stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares comprising any such series subsequent to the issue of shares of that series, to set the designation of any series, and to provide for rights and terms of redemption, conversion, dividends, voting rights, and liquidation preferences of the shares of any such series.

Page 21

Among other rights, our board of directors may determine, without further vote or action by our stockholders:

—

the number of shares and the designation of the series;

—

whether to pay dividends on the series and, if so, the dividend rate, whether dividends will be cumulative and, if so, from which date or dates, and the relative rights of priority of payment of dividends on shares of the series;

—

whether the series will have voting rights in addition to the voting rights provided by law and, if so, the terms of the voting rights;

—

whether the series will be convertible into or exchangeable for shares of any other class or series of stock and, if so, the terms and conditions of conversion or exchange;

—

whether or not the shares of the series will be redeemable and, if so, the dates, terms and conditions of redemption and whether there will be a sinking fund for the redemption of that series and, if so, the terms and amount of the sinking fund; and,

—

the rights of the shares of the series in the event of our voluntary or involuntary liquidation, dissolution or winding up and the relative rights or priority, if any, of payment of shares of the series.

We presently do not have plans to issue any shares of preferred stock. However, preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control in our Company or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to, and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock.

Dividends

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants and Options

There are no outstanding warrants or options to purchase our securities.

Transfer Agent and Registrar

~~Our~~ The transfer agent isand ~~Island~~registrar ~~Stock~~for ~~Transfer~~our ofcommon ~~15500~~stock ~~Roosevelt~~is ~~Boulevard,~~Corporate ~~Suite~~Stock ~~301~~Transfer Co., ~~Clearwater~~Inc., ~~Florida~~with ~~33760 and~~ its ~~telephone~~business ~~number~~address isat ~~(727)~~3200 ~~289-0010. The~~Cherry Creek ~~transfer~~Drive ~~agent~~South, isSuite ~~responsible~~430, ~~for~~Denver, ~~all~~CO ~~record-keeping and administrative functions in connection with the common shares~~80209.

~~INTERESTS OF NAMED EXPERTS AND COUNSEL~~Dividends

NoWe have ~~expert~~not ordeclared ~~counsel named in this prospectus as having prepared~~ or ~~certified~~paid any ~~part~~dividends of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on aour ~~contingency~~common ~~basis,~~stock orand ~~had,~~intend ~~or is~~ to ~~receive,~~retain ~~in connection with the offering, a substantial interest, direct or indirect, in the Company or its subsidiary. Nor was~~ any ~~such~~future ~~person~~earnings ~~connected~~to ~~with~~fund the ~~registrant~~development orand growth ~~any~~ of ~~its~~our ~~parents~~business. orTherefore, ~~subsidiaries~~we asdo anot ~~promoter,~~anticipate ~~managing~~paying ordividends ~~principal~~on ~~underwriter,~~our ~~voting~~common ~~trustee,~~stock ~~director,~~for ~~officer,~~the orforeseeable ~~employee~~future.

~~Page~~Securities Authorized 22for Issuance under Equity Compensation Plans

Li & Company, PC, our independent registered public accountant, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. The following ~~financial~~table ~~statements~~provides ~~included~~information inas ~~this prospectus have been audited by independent registered public accountants and have been so included in reliance upon the report~~ of LiMay ~~& Company~~5, PC2016 ~~given~~with onrespect ~~the~~to ~~authority~~shares of ~~such~~our ~~firm~~common asstock ~~experts~~that inare ~~accounting~~issuable ~~and~~under ~~auditing.~~equity compensation plans.

The validity of the issuance of the common stock offered under this prospectus has been passed upon for us by Chachas Law Group P.C., San Diego, California.

Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available to future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by shareholders:		—		—		—

Equity compensation plans not approved by shareholders:
Amended & Restated 2015 Equity Incentive Plan ⁽¹⁾		—		—		3,000,000

Total		—		—		3,000,000

~~INFORMATION~~(1) ~~WITH~~Our ~~RESPECT~~Amended TO& ~~REGISTRANT~~Restated 2015 Equity Incentive Plan allow for the granting of share options to members of our board of directors, officers, non-officer employees and consultants.

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH THE CONSOLIDATED FINANCIAL STATEMENTS OF ROCAP MARKETING INC. AND THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT ON FORM S-1 THIS DISCUSSION SUMMARIZES THE SIGNIFICANT FACTORS AFFECTING OUR OPERATING RESULTS, FINANCIAL CONDITIONS AND LIQUIDITY AND CASH-FLOW SINCE INCEPTION.12

~~Page 23~~OUR BUSINESS

~~DESCRIPTION~~After seven OFyears ~~BUSINESS~~of employment as Vice President of Interactive Studios at The Walt Disney Company, Mark Meyers left Disney and organized Spiral Toys, LLC as the vehicle for his development of interactive devices, initially focusing on the market for toys. On July 1, 2014 Mr. Meyers sold Spiral Toys, LLC to a public company then known as Rocap Marketing, Inc., which immediately spun-off its prior business, a line of children’s clothing, and soon changed its name to Spiral Toys Inc. Our sole corporate purpose now is the realization of Mr. Meyers’ original vision.

~~Corporate~~Spiral Toys ~~History~~is pursuing a development strategy that will converge with the realization of the Internet of Things. Our core technology enables us to connect physical items to mobile devices through wireless technologies, primarily Bluetooth. Our initial products resemble traditional children’s toys - squeezable plush toys, colorful piggy banks, amiable dolls - which are Bluetooth enabled to facilitate a broad variety of interactive functions. The interactive functionality of the toys broadens the child’s experience of the toys, creates a communications environment among the child, the parents, and other caregivers, and facilitates an ongoing relationship between Spiral Toys and its end users. During 2015 and 2014, we spent $854,414 and $82,368 on product development costs.

OnOur business ~~September~~plan 2,contemplates ~~2010,~~that ~~Mr.~~Spiral ~~Peter~~Toys ~~Henricsson,~~will ~~our~~collect ~~Chief~~revenue ~~Executive~~from ~~Officer, incorporated Rocap Marketing Inc. in~~ the ~~State~~following ~~of Nevada and established a fiscal year end of December 31. Our objective is to produce and sell children’s dancewear and playwear.~~ sources:

On● ~~September~~online ~~15,~~direct ~~2010,~~sales ~~we entered into an agreement~~ to ~~purchase~~consumers; ~~all~~● oflicensing ~~the~~royalties ~~issued and outstanding shares of Lexi-Luu Designs Inc. (“Lexi-Luu”). In exchange for all of the outstanding shares of Lexi-Luu~~from, weor ~~issued~~gross ~~2,500,000~~sales ~~shares of our common stock~~ to ~~Lexi-Luu’s sole shareholder~~, ~~Mr. Hubert J. Blanchette. Our agreement with Mr. Blanchette includes a provision whereby if we undertake an acquisition of~~distributors, orwhich ~~merge with~~will, ~~another company which results~~ in ~~the dilution of Mr. Blanchette’s interest in Rocap~~turn, ~~Mr.~~ ~~Blanchette~~market ~~has~~to ~~the~~major ~~right,~~retailers; ~~but~~; ~~not~~● ~~the~~sale ~~obligation,~~of todigital ~~repurchase~~content ~~our~~through ~~Lexi-Luu~~related ~~shares~~APPS ~~in exchange~~ for ~~his~~download ~~2,500,000~~to ~~Rocap~~the ~~shares~~toys.

InOur Intellectual March 2011, Lexi-Luu sold 2,000,000 shares of its common stock to Mr. Paul Koros for $2,000. Following that sale, our ownership interest in Lexi-Luu was diluted to 80%. Mr. Koros owns 20% of Lexi-Luu.Property

~~Our~~The key to our business ~~office~~plan is ~~located~~the atcombination ~~7141~~of ~~East~~our ~~Main~~skilled ~~Street,~~development ~~Mesa,~~staff ~~Arizona,~~and ~~85207,~~ our ~~registered~~proprietary ~~office~~technology. isTo ~~located~~secure atthe ~~2360~~value of ~~Corporate~~our ~~Circle~~developments, ~~Suite~~we ~~400,~~are ~~Henderson,~~aggressive ~~Nevada,~~in ~~89074-7722~~pursuing ~~and~~patents for our ~~telephone~~most ~~number~~significant ~~is (213) 400-0770~~technology. ~~Lexi-Luu’s~~ ~~production~~To ~~facilities,~~date ~~warehouse~~we ~~and~~have ~~offices~~filed ~~are~~three ~~located~~non-provisional patent atapplications ~~7141~~with ~~East~~the ~~Main~~U.S ~~Street,~~Office ~~Mesa,~~of ~~Arizona,~~Patents ~~85207~~ and ~~its telephone number is (213) 489-1377.~~Trademarks:

Lexi-Luu Designs Inc. Overview

Application No.	Filing Date	Description
14679752	April 6, 2015	NFC sticker and system (Tag it)
14682289	April 9, 2015	Toy Messaging System
14951287	November 24, 2015	Bluetooth Data Blasting Technique over GATT Profile (Datablasting)

Lexi-Luu, a manufacturer and wholesaler of dancewear and playwear for young girls, was incorporated in September 2010 following several months of informal operations by its founder, Mr. Blanchette. Its head office and manufacturing facility is located in Mesa, Arizona and its products are sold to retailers and wholesale distributors, as well as to retail customers through its online store. Sales We have ~~increased~~also ~~modestly~~filed ~~since~~five weprovisional ~~acquired~~patent Lexi-Luu, and now average close to $15,000 per month. Sales to retailers and wholesale distributors represent virtually all of Lexi-Luu’s sales; however, online sales to retail customers commenced in March 2011 and have increased to the point where they represented approximately 5% of Lexi-Luu’s total sales in May 2011. Lexi-Luu does not currently advertise its online sales.applications:

Principal Products and Their Markets

Application No.	Filing Date	Description
61977522	April 9, 2014	Toy Messaging System
62200215	August 3, 2015	Story-Telling System (Pillowtalker)
62209829	August 25, 2015	Account Activity Alert Device (Piggy bank)
62233995	September 28, 2015	Interactive speaker system (Toon play)
62290931	February 3, 2016	An interactive plush toy (TubeFriends)

~~Lexi-Luu~~We have ~~designs,~~also ~~manufactures~~filed ~~and~~trademark ~~distributes~~applications ~~dancewear~~with ~~and~~the ~~playwear for young girls~~U. ItS. ~~manufactures~~Office ~~children’s~~of ~~sizes~~Patents XSand ~~(extra-small)~~Trademarks ~~through~~for toVinyltm, ~~XXL~~Toy ~~(double extra-large)~~Cloudtm, Wiggytm, ~~which~~TubeFriendstm ~~generally~~and ~~correspond to girls aged 4 to 12~~Battlekinstm.

While the original market for its products was dancewear – outfits for girls to wear when they attend dance classes or perform at recitals – Lexi-Luu found that many girls like to wear their Lexi-Luu designs all the time. Lexi-Luu is, for some young girls, rapidly becoming everyday-wear. Although the clothing Lexi-Luu produces is worn by children, whom we consider Lexi-Luu’s target market, we are aware that it is actually the child’s parent or an adult in the child’s life that makes the purchase decision. We refer to this decision-maker as a “Dance Mom” – typically the mother of a young girl who is active in the child’s life and a supporter of the child’s dance pursuits. Accordingly, Lexi-Luu creates its designs with both customers in mind.13

~~Lexi-Luu~~Products in ~~also undertakes a small amount of custom design services for retailers and end-users. Often, a dance instructor or active Dance Mom likes~~ the styles created by Lexi-Luu, and contacts them directly. Lexi-Luu will consult one-on-one with the customer and deliver a specific outfit or line of outfits. Each of these agreements is unique and short term; however, the designs remain Lexi-Luu’s and it may choose to incorporate them into its product line at a later date.Market

~~Page~~Prior to 24selling Spiral Toys, LLC to Spiral Toys Inc., Mark Meyers participated in a 50/50 joint venture with DragonI to develop a product using Bluetooth technology to enable communications between a mobile device and a toy, named ToyFi Teddy. DragonI subsequently transferred its interest in ToyFi Teddy to On Demand Direct Response III LLC, with whom Spiral Toys developed its first product line, the CloudPetstm. On Demand engaged Jay@Plan to initiate marketing of CloudPets in 2014, and is required to pay Spiral Toys a royalty on each sale of a CloudPets unit to retail.

~~Distribution~~CloudPets are ~~Methods~~plush toys that are Bluetooth enabled. Each toy contains chips that are configured for lights and sounds. Parents who download the CloudPets app to their mobile devices can communicate with their children through the CloudPets, even from afar. Although the product only achieved significant retail distribution late in 2015, by year end over 2 million messages had been sent through the CloudPets network, including 300,000 on Christmas Day alone.

~~Lexi-Luu~~1.3 million ~~sells~~CloudPets ~~most~~were ofmanufactured ~~its~~through ~~clothing~~the ~~directly~~end toof ~~retailers~~2015. ~~This~~ ~~sales~~To ~~category~~our isknowledge, ~~often~~approximately ~~referred~~600,000 tohave asbeen ~~wholesaling. Approximately~~shipped ~~40%~~to distributors, of ~~wholesale~~which ~~sales~~480,000 towere ~~date~~moved ~~are~~on to ~~“house~~retail ~~accounts,”~~distributors ~~where~~such ~~Lexi-Luu~~as ~~receives~~Walmart, ~~the~~Target, ~~full~~Toys ~~wholesale~~‘R’ ~~price~~Us ~~for~~and ~~the~~Bed ~~sale~~Bath & Beyond. ~~The~~ CloudPets ~~remaining~~are ~~60%~~currently ofbeing ~~its~~sold ~~wholesale~~on ~~distribution~~Amazon toand ~~date~~at ~~occurs~~retailers ~~through~~such ~~manufacturer’s~~as ~~representatives,~~WalMart. ~~who~~Because ~~sell~~of onan ~~Lexi-Luu’s~~ongoing ~~behalf~~dispute between On Demand and ~~receive~~Jay@Play, ~~commissions~~however, ~~based~~we oncannot ~~percentages~~predict when additional products will move to retail, so we cannot predict the likelihood or magnitude of ~~sales~~a ~~generated~~future revenue stream from CloudPets.

~~Lexi-Luu~~Customers who ~~also~~purchase ~~has~~a anCloudPet ~~online~~can ~~store,~~download ~~accessible~~an ~~through~~app ~~its~~from ~~website~~the atApple ~~www.lexiluu.com. Sales~~APP Store or from ~~this~~the ~~channel~~Android ~~are~~Marketplace ~~fulfilled~~that ~~directly~~will ~~from~~enable ~~its~~them ~~production~~to acquire ~~facility~~digital incontent ~~Mesa~~for their CloudPet. As use of the app increases, ~~Arizona~~we ~~and~~intend ~~Lexi-Luu~~to ~~receives~~supplement the ~~full~~offerings ~~retail~~with ~~price~~upgraded pay services, which will provide us an ongoing stream of revenue. To date, we have launched only minimal pay services for CloudPets.

~~New~~We expect ~~Product~~to ~~Lines~~utilize the same Bluetooth Low Energy platform for additional products in the future. For example, the PillowTalkertm described below is essentially a CloudPet embedded in a pillow rather than a plush doll. We have also developed a product currently identified as StorytimePetstm, which we will introduce as soon as resources permit. Storytime Pets is an augmented reality platform that allows children to use Apple and Android devices to read pages of a physical book. The StoryTime Pet reads the story back to the child as the mobile device recognizes the page of the book.

~~Lexi-Luu~~In April ~~periodically~~2016 ~~creates~~we ~~new~~introduced ~~clothing~~Wiggytm, ~~lines~~the inWiggy Piggy Bank, to the ~~ordinary~~market. ~~course~~Wiggy introduces the concept of ~~business~~saving toat ~~stay~~an early ~~abreast~~age ofby ~~current~~combining ~~styles~~a toy piggy bank with an interactive mobile app and ~~appeal~~a linked bank account. The Wiggy piggy bank incorporates Bluetooth technology to ~~potential~~connect ~~new~~the ~~customers~~Wiggy mobile app, downloaded onto popular mobile devices, to the physical piggy bank. ~~Test~~ ~~fittings~~The Wiggy ~~are~~has ~~currently~~the ~~being~~ability ~~conducted~~to onlight ~~some~~up ~~new~~with ~~products~~different colors, oink, and shake, all in response to ~~match~~input orfrom ~~expand~~the mobile device. Through the ~~Lexi-Luu~~Wiggy ~~line~~app, parents can easily set up a reward system, where tasks and chores provide a way for a child to earn money. ~~Lexi-Luu~~ ~~began~~Money can ~~production~~be oftransferred ~~these~~from ~~designs~~the inparent’s ~~July~~bank ~~2011~~account into their child’s account when the child completes chores or earns good school grades, for anexample. ~~August~~Parents ~~2011~~can ~~release~~also invite friends and family to make deposits on any special occasion, like birthdays and holidays. The app allows children to check their bank account balance and set savings goals.

Currently we are taking pre-orders for Wiggy through Indiegogo, for shipment in July. When the Indiegogo campaign ends in late May, we will move Wiggy through our multi-stage marketing program described below under “Manufacturing and Distribution,” targeting the holiday season for full retail distribution.

Products Under Development

We have three additional products that are near to fully developed, which we expect to introduce to the market during 2016:

	●	TubeFriends^tm. A TubeFriend has the unique ability to listen for ultrasonic audio triggers that have been embedded in YouTube videos created for this purpose by YouTube stars and personalities. While inaudible to the human ear, the trigger is recognized by the toy, which responds with entertaining actions, such as audio messages, flashing lights or vibrations that enhance the video experience. The technology supports a dialogue between the toy and the video, giving the user a discovery based experience.

	●	Lingos^tm. Rosetta Stone Lingos are a fun, new way to introduce your child to the rich and diverse world we live in. Lingos are a series of characters developed by Rosetta Stone and licensed to Spiral Toys, which appeal to children and their heightened ability to learn and absorb new languages. Rosetta Stone’s patented SRE system is specifically designed to decipher and analyze detailed speech characteristics for unparalleled recognition accuracy of spoken words. Each collectable toy will involve a different language, and its accompanying stories and lessons will be themed to that language. The Lingos app will allow parents and children alike to create their own stories and original scenes with a customizable, object- based layout.

	●	Vinyl^tm. This product embeds near field technology into physical stickers, with the result being an innovative way for children to share games, photos, music, videos and other content with each other. The “tagging” feature will enable kids to personalize each Vinyl and incorporate it into their social identity. Our development of Vinyl is complete. However, we cannot introduce it to the market until Apple makes the library for its latest iOS system available for developers. Our best guess is that this will happen in the summer of 2016; but Apple could decide otherwise.

Our developers are also working on products for 2017 entry to the market:

	●	Battlekins. The Next Generation of “Toys to Life”, Battlekins lets the player physically control the outcome of the game. Our technology allows the Battlekins toys to be used as a controller for game play in team battle dynamics. The Shaker Switch hardware inside each toy is used to establish a variety of fun, unique game play mechanics from simple “shaking” and “slamming” actions as the control mechanics. Controller mechanics are based on timed shakes within key points of a meter, ending with a final slam-action to determine “accuracy”. Each collectible Battlekins character will be designed with colored, translucent areas of the body of the toy that will light up, glowing progressively brighter based on different actions such as “slam-action” and “shaking-action”.

	●	PillowTalker. PillowTalker is a fresh and exciting reimagining of a child’s pillow allowing stories to come to life. Integrated with Spiral Toys’ Bluetooth platform and our ToyCloud enabled mobile application, the pillow connects to Bluetooth enabled phones and tablets to play content unlocked from different themed Pillowcases. Each Pillowcase contains a unique ID that identifies what content to play out of the built-in speaker. Every time a PillowTalker is inserted into a different themed Pillowcase, a new bedtime experience is unlocked.

Manufacturing and Distribution

The manufacturing and distribution of our initial product line, CloudPets, was organized to minimize the impact on our limited financial resources. The full responsibility for manufacturing was assigned to our distribution partner, Jay@Play, a Hong Kong enterprise. Jay@Play, in turn, engaged Animal Magic Asia, Limited to manufacture the units. Our involvement in the manufacturing and fulfillment process occurred only in the 2nd and 3rd quarters of 2015, when we purchased the electronic components for some of the units and resold them to Animal Magic Asia, in an effort to generate cash flow.

Manufacturing of Wiggy and future products will be carried out by fabricators under contract to Spiral Toys. Wiggy, for example, is being manufactured by China Well Industries and Seveco Global, both of Hong Kong, under contracts with our subsidiary, Spiral Toys Hong Kong Ltd. Future products may be manufactured by China Well, Seveco Global or another of the many fabricators available in Asia or domestically.

Jay@Play handled all distribution of CloudPets, including a $9.6 million national advertising compaign featuring commercials on the most popular children’s networks. However, because we bore a small portion of the financial investment, our revenue from CloudPets has been, and will remain, modest. Therefore, with the improvement to our capital resources in the past year, we are introducing Wiggy to the market through the staged process that we expect will govern most of our future marketing programs. The stages leading up to full retail distribution are:

	●	Completion of the product. While some toy manufacturers initiate their pre-order campaigns while the product is still in production, we believe that our brand will be strengthened by a policy of taking no orders until our product is proven. Pre-orders will not be solicited until we have a working prototype.

	●	Solicit pre-orders on a crowdfunding site. Wiggy, for example, is currently offered for pre-order on Indiegogo, a popular crowdfunding site for new products, as a marketing campaign is launched on web and mobile-based digital platforms such as AdWords, Google Search, YouTube and Facebook. In a pre-order period of a month or so, we will seek to create word-of-mouth interest in our product. The technology of the crowdfunding site also allows us to test and alter our marketing approach on the go, so we can determine the most effective approach to potential customers.

	●	Online and direct marketing sales. As soon as the pre-order period ends, we will make the product available on Amazon and simultaneously initiate direct marketing campaigns, both online and through television. These campaigns are designed to generate sales, but also, perhaps more significantly, further expand awareness of our product in the market.

	●	Full retail sales. After a three to four month period of online and direct marketing, we will move our product into retail stores, particularly the large chains such as Walmart, Target and Toys ‘R’ Us. Generally, we will utilize distributors to move our products into the chains, with a standard discount of 8% to 15% from wholesale prices.

Competitive Conditions

~~Lexi-Luu~~Competition in ~~operates~~the intoy amarket ~~very~~is ~~competitive~~intense ~~environment. It~~as istoy amanufacturers ~~start-up~~continually ~~company~~search infor ainnovative ~~market~~products that ~~has~~will ~~two~~appeal ~~large~~to children. Furthermore, volatility ~~dominant~~in ~~competitors~~consumer preferences with arespect ~~large~~to ~~share~~family ofentertainment and low barriers to entering the toy and game market: ~~Capezio~~as well ~~Ballet~~as ~~Makers~~the ~~Inc~~emergence of new technologies continually create new opportunities for existing competitors and start-ups to develop products that compete with our products. Our competitors include well-known, ~~the~~large ~~dominant~~toy ~~company~~manufacturers insuch ~~this~~as ~~market;~~Mattel, Hasbro, Disney and ~~Eurotard~~Activision, each of which has sufficient capital resources to overwhelm any of our marketing programs if it decided to compete directly. ~~Both~~ ~~manufacturers~~There ~~have~~are aalso ~~strong~~dozens ~~focus~~of onup-and-coming ~~the~~toy ~~adult~~developers, ~~dancewear~~some of which can be expected to enter the market for electronically enhanced toys. We ~~estimate~~This ~~that~~also ~~there~~gives ~~are~~Spiral ~~approximately~~an 10opportunity ~~other~~for acquisition, ~~smaller~~since ~~competitors~~innovation indrives ~~this~~the ~~market~~industry.

Children’s dancewear was traditionally influenced by classical ballet training, where unique designs were discouraged among dance schools and dance teachers. Typically, young girls choosing to dance were directed to wear identical outfits. Over the past three decades, the variety of dance styles taught Spiral has ~~expanded,~~built ~~and~~ the ~~focus~~following ofstructure ~~this~~which ~~training~~gives ~~has~~it ~~shifted from conforming to a set standard to expanding a child’s expression and movement and freedom. Our experience is that dancewear styles have yet to catch up to~~ the ~~demand~~ability ~~for expressive apparel. Satisfying this demand for individuality is where Lexi-Luu competes. Its designs are fresh and strive~~ to ~~cover~~bring aits ~~greater~~products ~~proportion of the body than typical dancewear, giving our outfits a wider appeal~~ to ~~parents~~market ~~who want to ensure freedom of movement without being revealing~~rapidly.

~~Lexi-Luu~~● isAn ainternal ~~new~~technology ~~company~~team ~~entering~~focused anon ~~established~~rapid ~~market~~prototyping, ~~with~~product ~~its~~development, ~~new~~ and ~~unique~~production ~~designs~~readiness;. It ~~has~~● ~~little~~A ~~brand~~Hong ~~recognition~~Kong inbased ~~the~~organization ~~marketplace~~focused ~~because~~on itproduction isreadiness aand ~~new~~low ~~company~~cost ~~and~~manufacturing; ~~larger~~● ~~competitors~~A ~~could~~North ~~develop~~American ~~similar~~business ~~product~~development ~~lines. Accordingly,~~team ~~the~~responsible ~~profitability~~for structuring transactions with launch partners; ● Marketing relationships that enable Spiral Toys to launch brands on television and ~~success~~digital ofmedia, which aids in establishing the ~~company~~brands isand ~~not~~selling ~~assured~~the product.

~~Sources~~Spiral Toys believes that speed to market provides a competitive advantage over companies that perform technology development or larger companies that cannot move product to market quickly. We have a streamlined infrastructure that relies heavily on forging third party relationships that will enable us to make changes to our business model and ~~Availability~~operations ofin ~~Raw~~an ~~Materials~~efficient manner.

~~Lexi-Luu~~Our Corporate acquires its raw materials and equipment from a wide variety of manufacturers located in the United States. The products are widely available and the loss of any one supplier would not, in management’s opinion, materially affect its production. Organization

~~Economic~~Our core ~~Dependence~~operations onare ~~Customers~~carried out by our wholly-owned subsidiary, Spiral Toys, LLC, which was organized in California in 2011. In 2015 we organized two wholly-owned offshore subsidiaries:

Lexi-Luu currently sells its products to more than 45 retailers, of which no single retailer represents more than 10% of its sales.

	●	Spiral Toys Ltd., a British Columbia entity formed on February 27, 2015. Spiral Toys, Ltd. carries out some of our development projects, enabling us to take advantage of credits provided by Canada to enterprises engaged in software development within the borders of that nation.

	●	Spiral Toys Hong Kong Ltd. was organized in Hong Kong in March 2015. Spiral Toys Hong Kong Ltd. is our corporate interface with the enterprises in China that manufacture our products, enabling us to take advantage of benefits provided by China to trade relationships involving Hong Kong entities.

~~Importance of Patents, Trademarks and Labor Contracts~~16

~~Lexi-Luu does not hold any patents; however, it applied for and received U.S. federal trademark protection for its logo.~~ Litigation

~~Lexi~~On September 30, 2015, Shana Lee McCart-~~Luu~~Pollak ~~distributes~~d/b/a ~~its~~LOL ~~products~~Buddies ~~primarily~~Enterprises, tofiled ~~retailers~~a complaint against On Demand Direct Response, LLC and ~~through~~On ~~manufacturer’s~~Demand ~~representatives~~Direct Response III, LLC, As Seen on TV, Inc. It, ~~does~~Spiral ~~not~~Toys ~~have~~LLC, ~~formal~~Mark ~~written~~Meyers, ~~agreements~~Dragon-I ~~with~~Toys ~~its~~LLC, ~~manufacturer~~Jay at Play Int’sl, ~~representatives~~Digital Target Marketing, ~~which~~Hutton isMiller ~~standard~~and ~~practice~~Echo Factory in ~~this~~the ~~industry. None~~United States District Court for the District of Nevada ~~Lexi-Luu~~alleging conversion and that the CloudPets technology infringed upon Ms. Pollak’s ~~employees~~inventions ~~are~~“Lots ~~part~~ of aLove Buddies”. ~~collective~~Ms. ~~bargaining~~Pollak’s ~~agreement;~~action itseeks ~~has~~unspecified ~~had~~damages. noThe ~~work~~Company ~~stoppages~~believes ~~relating~~these toclaims ~~employment~~have ~~contract~~no ~~disputes~~merit, and ~~management~~has answered ~~believes~~the ~~its~~complaint ~~relationship~~denying ~~with~~the ~~its~~substantive ~~employees is good~~allegations.

Page 25

Existing and Probable Government Regulations

Federal regulations require that Lexi-Luu’s products be labeled to indicate their fiber content, jurisdiction of manufacture, and care and handling instructions. Lexi-Luu currently complies with these regulations. We are not aware of any impending government regulations that would affect Lexi-Luu’s business.

Employees

~~Lexi-Luu~~Spiral Toys currently employs ~~seven~~eleven full-time and ~~seven~~one part-time ~~employees~~employee. ~~Rocap~~ ~~has~~None noof Spiral Toys’ employees ~~other~~are ~~than~~part ~~its~~of ~~Chief~~a ~~Executive~~collective bargaining ~~Officer~~agreement; ~~and~~we ~~Chief~~have ~~Financial~~had ~~Officer. In~~no ~~addition,~~work westoppages ~~engage~~relating ~~consultants~~to onemployment ancontract ~~as-needed~~disputes, ~~basis~~and ~~for~~we ~~legal,~~believe ~~accounting~~our ~~and~~relationship with ~~some~~our ~~administrative~~employees ~~services~~is good.

~~DESCRIPTION OF PROPERTY~~Properties

~~Lexi-Luu~~Our executive ~~maintains~~offices aoccupy ~~rented~~1,979 ~~production~~square ~~facility,~~feet ~~warehouse~~at ~~and~~30077 ~~administrative~~Agoura ~~office~~Court, inSuite ~~Mesa~~230, ~~Arizona~~Agoura Hills, California. ~~Its~~ ~~production~~We leased this facility at isa ~~approximately~~monthly ~~800~~rate ~~square~~of ~~feet~~$3,661.15 ~~and~~per ~~adjoins~~month. ~~its~~The lease term is from October 1,~~500~~ ~~square~~2015 ~~foot~~through ~~administrative~~September ~~office~~30, 2018. This facility is suitable and ~~warehouse~~adequate for our operations for the foreseeable future.

~~LEGAL~~MANAGEMENT’S DISCUSSION ~~PROCEEDINGS~~AND ANALYSIS OF

WeFINANCIAL CONDITION ~~know~~AND ofRESULTS noOF material, existing or pending legal proceedings, including proceedings contemplated by governmental authorities, against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our directors, officers or any affiliates, or any registered or beneficial shareholder is an adverse party or has a material interest adverse to our interest.OPERATIONS

~~MARKET~~Development of ~~FOR~~Our ~~COMMON STOCK AND RELATED SHAREHOLDER MATTERS~~Business

NoThe nature ~~Public~~of ~~Market~~our ~~for~~business ~~Common~~changed ~~Stock~~completely on July 1, 2014. On that date, we acquired 100% ownership of Spiral Toys, LLC, which designs and distributes physical toys as well as online entertainment applications. As such, our business is now focused in the development, manufacture, licensing and distribution of entertainment properties, both physically and via digital media.

~~There~~On the issame ~~currently~~date, nothe ~~public~~Company ~~trading~~divested ~~market~~itself ~~for our Common Stock and no such market may ever develop. While we intend to seek and obtain quotation~~ of ~~our~~its ~~Common~~prior ~~Stock for trading on the OTC Bulletin Board~~business, ~~there~~Lexi-Luu ~~is no assurance that our application will be approved~~Designs. An ~~application~~Hubert ~~for~~Blanchette, ~~quotation~~from onwhom ~~the~~we ~~OTC~~acquired ~~Bulletin~~Lexi-Luu Designs, ~~Board must be submitted by one or more market makers who: 1) are approved by the Financial Industry Regulatory Authority ("FINRA")~~Inc., 2)exercised ~~who~~his ~~agree~~option to ~~sponsor~~repurchase ~~the security, and 3) who demonstrate compliance with SEC Rule 15(c)2~~Lexi-11Luu ~~before~~Designs ~~initiating~~from aus ~~quote~~ in aexchange ~~security~~for on the ~~OTC Bulletin Board~~2. In5 ~~order~~million ~~for~~Spiral aToys ~~security~~Inc. toshares that bewere ~~eligible for quotation by a market maker on~~ the ~~OTC~~purchase ~~Bulletin~~price ~~Board,~~we ~~the~~paid ~~security~~for ~~must~~Lexi-Luu beDesigns ~~registered with the SEC and the company must be current~~ in ~~its~~2010. ~~required~~As ~~filings~~a ~~with~~result ~~the~~of ~~SEC. There~~these ~~are~~events nooccurring, ~~listing~~our ~~requirements~~financial statements for the ~~OTC~~year ~~Bulletin~~ended ~~Board~~December ~~and~~31, ~~accordingly~~2104 noreflect ~~financial or minimum bid price requirements. We intend to cause a market maker to submit an application for quotation to~~ the ~~OTC~~financial ~~Bulletin~~condition ~~Board~~and ~~upon~~results ~~the effectiveness~~ of ~~this~~operations ~~registration statement~~ of ~~which~~Lexi-Luu ~~this~~Designs, ~~prospectus forms a part~~Inc. ~~However,~~ weas ~~can provide no assurance that our shares will be traded on the OTC Bulletin Board or, if traded, that~~ a discontinued ~~public market will materialize~~operation.

Holders

As of the date of this registration statement on Form S-1, we had 41 holders of our Common Stock and no holders of our Preferred Stock.

Dividends

No cash dividends have been declared or paid on our Common Stock, and we do not anticipate that any dividends will be declared or paid in the foreseeable future.

Page 26

Securities authorized for issuance under equity compensation plans

We have no compensation plans under which our securities are authorized for issuance.

Current Public Information

In general, for sales by affiliates and non-affiliates, the satisfaction of the current public information requirement depends on whether we are a public reporting company under the Exchange Act:

If we have been a public reporting company for at least 90 days immediately before the sale, then the current public information requirement is satisfied if we have filed all periodic reports (other than Form 8-K) required to be filed under the Exchange Act during the 12 months immediately before the sale (or such shorter period as we have been required to file those reports).

If we have not been a public reporting company for at least 90 days immediately before the sale, then the requirement is satisfied if specified types of basic information about us (including our business, management and our financial condition and results of operations) are publicly available.

However, no assurance can be given as to:

the likelihood of a market for our common shares developing,

the liquidity of any such market,

the ability of the shareholders to sell the shares, or

the prices that shareholders may obtain for any of the shares.

No prediction can be made as to the effect, if any, that future sales of shares or the availability of shares for future sale will have on the market price prevailing from time to time. Sales of substantial amounts of our common shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the common shares.

SELECTED FINANCIAL DATA

Please See the Financial Statements attached at the end of the Prospectus.

Page 27

MANAGEMENT DISCUSSION AND ANALYSIS

Results of Operations

~~From~~Year ended ~~Inception~~December ~~on September 2~~31, ~~2010~~2015 compared to the year ended December 31, ~~2010~~2014

WeIn both ~~commenced~~2014 ~~operations~~and ~~during September~~2015, ~~2010. For~~all ~~the~~of ~~period~~our ~~from~~revenue ~~inception~~(other ~~through~~than ~~December~~consulting ~~31,~~revenue ~~2010~~of $20,572 wein ~~had~~2015 ~~revenues~~and ~~from merchandise sales of~~ $4674,~~614~~978 ~~and~~in ~~cost~~2014) ofarose ~~sales~~from marketing of ~~$39,087~~our ~~resulting~~CloudPetstm inproduct aline, ~~gross~~which ~~profit~~was ofdeveloped ~~$7,527,~~by orSpiral ~~16%~~Toys, ofLLC ~~sales. We~~prior ~~incurred~~to ~~operating~~our ~~expenses~~acquisition of ~~$114,138~~that entity. ~~Operating~~ ~~expenses~~Due to ~~included~~our ~~consulting~~modest ~~fees~~capital ~~of $30~~resources,~~267,~~ ~~which~~we ~~represented~~introduced ~~approximately~~this ~~27%~~initial ofproduct ~~those~~to ~~operating~~market ~~expenses;~~in ~~general~~the ~~and~~manner ~~administrative~~that ~~expenses~~involved ofleast ~~$75,584,~~cost ~~which~~to ~~represented~~Spiral Toys: ~~66%~~we oflicensed ~~operating~~the ~~expenses;~~design ~~advertising~~and oftechnology ~~$8,008,~~to ~~which~~an ~~represented~~established 7%toy ofdistributor ~~operating~~to ~~expenses;~~be manufactured and ~~depreciation~~sold ~~expense~~to ofretail ~~$279,~~stores. ~~which~~The revenue ~~represented~~that ~~less~~we ~~than~~realized 1%from ofCloudPets ~~operating~~came ~~expenses.~~in two streams:

Consulting fees were primarily legal and accounting fees. General and administrative expenses included primarily building and office related expenses and travel expenses. The Company had an operating loss for the period of $106,611, interest expense of $1,891, resulting in a net loss of $108,502.

	●	Our license to the distributor provides for a royalty payment to Spiral Toys of $.32 per unit shipped to a retail store, with adjustments to reimburse Spiral Toys for certain development costs of $.20 for the first 1,000,000 units as well as adjustments for certain expenses incurred by the licensee. All of our non-consulting revenue in 2014 (i.e. $194,321) came from this royalty; in 2015 we earned $250,679 in royalties on the shipment of 482,075 CloudPets units.

	●	In the 2nd and 3rd quarters of 2015 we enlarged our involvement in the manufacture and distribution of CloudPets by engaging an electronic components fabricator to produce the electronics module for the CloudPets on the basis of our design. The fabricator’s fee was billed to our account, when the component was shipped to Animal Magic Asia, Ltd., the entity engaged by our licensee to manufacture the CloudPets. Simultaneous with that shipment, we recorded “product sales” revenue in the amount owed to us by the manufacturer for the components. During the 2nd and 3rd quarters of 2015 we recorded $5,684,717 in revenue from the sale of 1,289,268 CloudPets components, and incurred $4,946,397 in related expenses, which was recorded as cost of goods sold.

~~Three Fiscal Quarters ended September 30, 2011~~17

~~For~~We anticipate ~~the~~a ~~nine~~third ~~months~~revenue ~~ended~~stream ~~September 30, 2011, we had revenues~~ from ~~merchandise~~the ~~sales~~CloudPets ofproduct ~~$157,013~~line: ~~and cost of~~ sales ofto ~~$110,458~~CloudPets ~~resulting~~owners ~~in a gross profit~~ of ~~$46,555,~~digital orcontent ~~30%~~through ofthe ~~sales. We~~Apple APP ~~incurred~~Store ~~operating~~and ~~expenses~~the ofAndroid ~~$317,536~~Marketplace. ~~Operating~~ ~~expenses~~We ~~included~~recognized ~~professional~~no ~~fees~~revenue offrom ~~$176,669,~~this ~~which~~stream ~~represented~~in ~~approximately~~2015 ~~56%~~or of those operating expenses; general and administrative expenses of $73,303, which represented 23% of operating expenses; advertising of $16,831, which represented 5% of operating expenses; and depreciation expense of $636, which represented less than 1% of operating expenses2014.

~~Professional~~Our involvement ~~fees~~in ~~were~~purchasing ~~primarily~~and ~~legal~~reselling ~~and~~components ~~accounting~~for ~~fees~~the CloudPets during 2015 provided us needed cash flow. ~~General~~ ~~and~~The gross margin of less than 15% that we realized on the sales, however, was inadequate to offset the administrative ~~expenses~~costs ~~included~~that ~~primarily~~we ~~building~~incurred ~~and~~from our ~~office~~involvement ~~related~~in ~~expenses~~that ~~and~~process, ~~travel~~including ~~expenses~~management, bookkeeping, etc. ~~The~~ ~~Company~~For ~~had~~that anreason, ~~operating~~we ~~loss~~terminated ~~for~~that program after the 3rd ~~period~~quarter of ~~$267,504,~~2015. ~~interest~~Revenue ~~expense~~from CloudPets going forward will consist only of ~~$10~~royalties and sales of digital content,~~865~~ if any. Our overall revenues for 2016 and beyond, ~~resulting~~therefore, inwill abe ~~net~~primarily ~~loss~~attributable ofto ~~$267~~Wiggytm,~~504~~ the product we introduced to the market in April 2016, and other products we have scheduled for future introduction.

~~From~~With the ~~Inception~~addition ~~through~~of ~~September~~the 30revenue that we earned by consulting for a major studio regarding the development of its entertainment properties ($20,572 ~~2010~~in 2015 and $74,978 in 2014), our revenues for 2015 and 2014 were $5,955,968 and $269,299, respectively. After deducting the cost of CloudPets electronic components from our 2015 revenue, we recorded gross profit of $1,009,571 (a margin of 17%) in 2015 and $269,299 (identical to our revenue) in 2014.

WeOur operating ~~commenced~~expenses ~~operations~~for ~~during~~2015 ~~September,~~totaled ~~2010. For the period September 30~~$3, ~~2011~~371,524, wea ~~had~~reduction ~~revenues from merchandise sales~~ of $8~~,363~~% ~~and~~from ~~cost~~operating ofexpenses ~~sales~~in of2014. ~~$2,345~~Included ~~resulting~~ in aour ~~gross~~2015 ~~profit of $6,018, or 72% of sales. We incurred~~ operating expenses ofwas $17101,~~790. Operating~~032 ~~expenses~~attributable ~~included~~to ~~professional~~our ~~fees~~Canadian ofsubsidiary, $1Spiral Ltd.,~~092,~~ which ~~represented~~manages ~~approximately~~our 6%product ofdevelopment ~~those~~activities ~~operating~~in Canada. ~~expenses;~~We ~~general~~paid ~~and~~a ~~administrative~~portion ~~expenses~~ of ~~$13,907,~~our ~~which~~2015 ~~represented 78% of~~ operating expenses; ~~advertising~~by ofissuing ~~$1,320,~~common ~~which~~stock ~~represented~~with 7%a ofmarket ~~operating~~value ~~expenses; and depreciation expense~~ of $~~-0-~~441,668; ~~which~~the ~~represented~~remainder was ~~less~~paid ~~than~~in 1%cash ofor ~~operating expenses~~accrued.

~~Professional fees were primarily legal and accounting fees. General and administrative expenses included primarily building and office related expenses and travel expenses.~~ The largest ~~Company~~components ~~had~~of an operating ~~loss~~expenses ~~for the period of $11,772, interest expense of $-0-, resulting~~ in a2015 ~~net loss of $11,702. We acquired Lexi-Luu on September 15, 2010. Prior to that acquisition we~~ were ~~a development stage company. Accordingly, our operations in 2010 present only 15 days of business activity when compared to a full nine months in 2010.~~:

	●	Salaries, wages and consulting fees totaling $1,120,810. In order to compete effectively in the highly competitive electronic toys industry, we require top flight design, development and marketing personnel. Bringing the necessary staff on board results, in our early stages, in compensation charges that are disproportionate to our gross income. However, we expect our investment in personnel to be justified by our future growth.

	●	Legal and professional expenses totaling $1,069,771. The largest category within this item, $447,231, consisted of legal fees that we incurred in connection with our litigation matters, patent applications, corporate development and ongoing SEC reporting. We have taken steps to reduce our legal expenses for 2016, and expect the aggregate for 2016 to be significantly less than 2015.

	●	Product development costs totaling $854,414. This primarily represents payments to developers to whom we outsourced significant portions of our several development projects. Our goal for the future is to bring in-house all of our development activities, other than those requiring unique skills. At present, however, our limited resources require that we utilize independent developers for large portions of our development activities. In addition, though, our license of CloudPets to its distributor provides that $.20 from royalties or revenues from each of the first million units is set aside to be used for application development. We submitted documentation the our licensee to support this reimbursement and accrued $98,776, which is included in royalty income and is included as part of product development expenses.

The largest factor swelling operating expenses in 2014 was the $2,840,203 impairment of goodwill that we recorded at December 31, 2014. The impairment followed from the July 1, 2014 acquisition of Spiral Toys, LLC, in exchange for which we issued 18,130,667 shares of Spiral Toys common stock, causing us to recognize $2,840,203 of goodwill upon the acquisition. At year end, management analyzed the present value of goodwill and, based on the uncertainty of future revenue streams, determined that a complete write- off was prudent. Therefore, a non-cash charge of $2,840,203 was recorded as an operating expense for the year ended December 31, 2104.

The Company’s balance sheet showed no debt at the end of 2015 and a modest amount of debt at the end of 2014. We incurred substantial interest charges, however, due to a contract we entered in July 2014 with a firm that provided marketing services. Each month, pursuant to the agreement, Spiral Toys issued to the vendor a $7,000 promissory notes which the vendor could exchange for common stock at an effective conversion rate of $0.12½ per share. During 2015, due to the beneficial conversion feature of the note, the Company incurred $42,000 of interest expense. At year end we reached a compromise with the vendor, such that there were no notes outstanding at December 31, 2015.

After offsetting gross profit against our operating expenses, we recorded an operating loss of $2,361,953 for 2015, and an operating loss of $3,382,390 for 2014. Our only non-operating expense for 2014 was interest totaling $54,065, resulting in a net loss of $3,436,455. In 2015, in addition to interest expense of $52,521, we recorded a gain of $21,632 as the aggregate of income and expenses arising from our resolutions of debts remaining from the pre-Spiral period. Our net loss for 2015, therefore, was $2,392,842.

Spiral Toys is increasing its operations in connection with its plans to launch several products during 2016. In connection with that surge, we are adding to our staff and expect salaries, wages and consulting fees, as well as product development costs, to increase significantly in 2016.

Liquidity and Capital Resources

AsOur operations ofused ~~December~~$2,007,279 31in cash during 2015, ~~2010~~approximately equal to our net loss offset by the $441,668 non-cash expenses we incurred from issuing stock to consultants and management. In 2014 our operations used $553,377 in cash, approximately equal to our net loss for that year reduced by the $2,840,203 non-cash goodwill impairment charge that we recorded at the end of 2014.

AtThe growth ~~December~~in ~~31,~~our ~~2010,~~accounts wereceivable ~~had~~during ~~current~~2015 ~~assets~~exceeded ofour ~~$79,704~~gross ~~and~~profits. ~~current~~We ~~liabilities~~were ofable ~~$37,914,~~to ~~resulting~~offset inthe ~~working~~effect ~~capital~~ of the $411,~~790~~587,583 increase ~~and~~in aaccounts ~~current~~receivable ~~ratio~~by ofincreasing ~~2.1:1. Current~~our ~~assets~~accounts ~~comprised~~payable ~~primarily~~by ~~cash of~~ $431,~~980~~442,439. ~~inventory~~Approximately 86% of ~~$22,640~~our ~~and~~ accounts receivable at ofDecember ~~$11~~31,~~551. Current~~ ~~liabilities~~2015 ~~comprised~~was ~~primarily~~owed ~~salaries~~by ~~payable~~Animal ofMagic ~~$24~~Asia,~~017~~ ~~and~~Limited, ~~accounts~~the ~~payable~~fabricator of ~~$12,006. For~~ the ~~period~~CloudPets ~~ended~~units. ~~December~~Due ~~31,~~to ~~2010,~~a ~~our~~payment ~~financing~~issue ~~activities~~between Animal ~~raised~~Magic ~~$92,500~~and ~~from~~its ~~notes~~customer, ~~payable~~little ~~and~~of ~~$69,998~~that ~~from~~receivable ~~the~~has ~~sale~~been ofpaid ~~common~~to ~~stock. We~~us ~~used~~since ~~$110~~December 31,~~913~~ of2015. ~~cash~~We inare ~~operating~~engaged ~~activities.~~in ~~Investing~~efforts to ~~activities~~resolve ~~included~~the $4dispute,~~240~~ ~~for~~and still consider the ~~purchase~~receivable ofto ~~equipment~~be ~~and~~collectable. $3Nevertheless,~~365~~ ~~for~~the adelay ~~security~~in ~~deposit. We~~collecting ~~will~~that ~~continue~~receivable has toforced ~~pursue~~us ~~outside~~to ~~funding~~delay payments to ~~raise~~our ~~sufficient~~vendors, ~~capital~~which ~~for~~may ~~ongoing~~have ~~operations~~an asadverse ~~sales~~effect ~~revenue~~on ~~continues~~our tovendor ~~grow~~relations.

~~Page~~Currently, our 28operations require approximately $200,000 per month. With no significant stream of revenues carried over from 2015, and plans to introduce four new products in 2016, we will continued to finance our operations from debt and equity sales. Our arrangement with the Selling Shareholders is providing us net cash proceeds of $1,081,000, which will fund our operations for half a year. Unless our new products provide significant revenues in the near term, we will need to secure additional financing later in the year to sustain our current level of operations. At present, we have no commitments for additional funding. We may find it difficult to obtain additional funding before we have satisfied the 10% Convertible Debentures.

As of September 30, 2011

At September 30, 2011, we had current assets of $48,566 and current liabilities of $151,006, resulting in negative working capital of $102,440 and a current ratio of .3:1. Current assets comprised primarily cash of $535, inventory of $39,058 and accounts receivable of $8,378. Current liabilities comprised primarily salaries payable of $78,000 and accounts payable of $41,593. For the nine months ended September 30, 2011, our financing activities raised $63,050 from notes payable and $8,950 from the sale of common stock. We used $117,445 of cash in operating activities. We had no investing activities. We will continue to pursue outside funding to raise sufficient capital for ongoing operations as sales revenue continues to grow.

Our cash at September 30, 2011 is insufficient to meet our operating requirements for the next twelve months. We anticipate that we will require approximately $150,000 of operating capital over the next twelve months. We expect to use debt and equity financing to raise that capital.

Critical Accounting Policies

~~Principles~~Our financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of ~~Consolidation~~America. The preparation of these financial statements and accompanying notes 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 base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

The consolidated financial statements include the accounts of the Company and its subsidiary, Lexi-Luu Designs, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. 19

~~Use~~In preparing our financial statements for 2015, there were two estimates made which were (a) subject to a high degree of ~~Estimates~~uncertainty and (b) material to our results. These were:

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

	●	The determination, explained in Note 2 to our Consolidated Financial Statements (“Significant Accounting Policies: Accounts Receivable and Allowance for Doubtful Accounts”), to record an allowance for doubtful accounts in the amount of $48,191. The determination was based on our review of the credit worthiness and credit history of the relevant customers and the results of our collection efforts.

	●	The determination, described in Note 2 to our Consolidated Financial Statements (“Significant Accounting Policies: Valuation Allowance and Risks and Uncertainties”) and Note 11 (“Income Taxes”), to record a 100% valuation allowance with respect to the deferred tax asset arising from our accumulated loss. The determination was based on our inability to posit it more likely than not that we will generate sufficient taxable income to realize the value of the deferred tax asset.

~~Fair~~We made ~~Value~~no material changes to our critical accounting policies in connection with the preparation of ~~Financial~~financial ~~Instruments~~statements for 2015.

~~Financial~~Recently Issued ~~instruments,~~Accounting including cash and accrued expenses and other liabilities are carried at amounts, which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest, which are consistent with market rates. Pronouncements

~~Revenue~~New accounting ~~Recognition~~rules and disclosure requirements can have a significant impact on the comparability of our financial statements. As of December 31, 2015, however, there were no recent accounting pronouncements that have had a material effect on our financial statements.

The Company will determine its revenue recognition policies upon commencement of principle operations.

Stock-based compensation

The Company adopted ASC 718 as of the date of its inception on September 2, 2010 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 718.

Page 29

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167. The Company does not expect the provisions of ASU 2009-17 to have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166. The Company does not expect the provisions of ASU 2009-16 to have a material effect on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1. The Company does not expect the provisions of ASU 2009-15 to have a material effect on the financial position, results of operations or cash flows of the Company.

Off-Balance Sheet Arrangements

WeSpiral Toys ~~have~~had no off-balance sheet arrangements at December 31, 2015 or December 31, 2014 that have or are reasonably likely to have a current or future effect on our financial condition, ~~changes in financial condition, revenues~~ or ~~expenses,~~ results of operations~~, liquidity, capital expenditures or capital resources~~.

~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING~~MANAGEMENT

~~AND~~The following ~~FINANCIAL~~individuals ~~DISCLOSURE~~are the members of Spiral Toys’ Board of Directors and/or its executive officers.

Since inception, we have had no changes in or disagreements with our accountants. Our audited financial statements have been included in this Prospectus in reliance upon Li & Company, PC, Independent Registered Public Accounting Firm, as experts in accounting and auditing.

Name	Age	Position	Member of the Board Since
Mark Meyers	43	Chairman, Chief Executive Officer	2014
David Christopher Adams	48	Director	2014
Gary Paccagnini	57	Director	2015
Michael Drath	43	Director	2015
Akio Ariura	58	Chief Financial Officer	—

~~Going~~Mark Meyers. ~~Concern~~Mr. Meyers has been the CEO, President, Secretary and Director of Spiral Toys, Inc. since it acquired Spiral Toys LLC in July 2014. He is the founder of Spiral Toys LLC, which began in 2011. From 2005 until 2011, Mr. Meyers was employed as Vice President of Interactive Studios at The Walt Disney Company, where he developed and launched several key interactive franchises for the company. From 2002 until 2005, Mark Meyers was employed as Studio General Manager at Sony Computer Entertainment. Prior to that, he was employed as Studio General Manager at Midway Games. Mr. Meyers was appointed to the board of directors of Spiral Toys because, with over 18 years of experience in the creation of entertainment software and emerging technologies, he has a robust background in technology, management and product development.

WeDavid Christopher ~~have~~Adams. ~~not~~Mr. ~~attained~~Adams ~~profitable~~has been involved in the management of international media, technology and entertainment (media) companies for the over 20 years. He was appointed to the Spiral Toys board to contribute his experience in development of international online entertainment brands. Currently, Mr. Adams holds a number of advisory, director and strategy consulting positions through his company, Orbit Media Group Pty Ltd, including with: Manalto (MTL.AX) as Non-Exec Director, National Storage (NSR.AX) as a consultant, Advisor to Haystack, VoiceByte, Konvo and others. From March 2013 to December 2104, Mr. Adams was employed as CEO and Executive Director of RivusTV Ltd. d/b/a Spondo, where he was responsible for the overall operations of the business and ~~are~~for ~~dependent~~capital ~~upon~~formation. ~~obtaining~~From ~~financing~~April 2011 to ~~pursue~~December ~~any~~2012, ~~extensive~~Mr. ~~acquisitions~~Adams was Founder of Beachball Media, which functioned as a social and ~~activities~~digital media agency. ~~For~~ ~~these~~Prior ~~reasons~~to that, ~~our~~he ~~auditors~~consulted ~~stated~~to various entities both in ~~their~~Australia ~~report~~and onthe ~~our~~US. ~~audited~~From ~~financial~~June ~~statements~~2008 ~~that~~to ~~they~~November 2009 ~~have~~Mr. ~~substantial~~Adams ~~doubt~~served ~~that~~as wea ~~will~~consultant beto ~~able~~Glam Media, where he contributed to ~~continue~~the development and launch of Glam’s video platform, GlamTV. During his tenure at Facebook, from July 2006 to October 2008, Mr. Adams was a Producer responsible for developing the user-generated content/reality show, “Facebook Diaries”. From December 2003 to January 2006, Mr. Adams was employed by Participant Media, a film company, as Chief Visionary Officer and Senior V.P. for Business Development. In the six prior years, Mr. Adams held consulting or senior management positions in the software industry with Lycos, Amazon and as VP of Sales of Xpherix. Mr. Adams was awarded an MFA in professional writing in 1995 by the University of Southern California and a ~~going~~B.A. ~~concern~~with ~~without~~majors ~~further~~in English ~~financing~~Literature and Mass Communications in 1989 by the University of Denver. Mr. Adams’ management experience and his experience with media companies led us to the conclusion that he should serve as a Director.

~~Page 30~~20

~~Future~~Gary Paccagnini. ~~Financings~~Mr. Paccagnini brings more than 32 years of financial services experience to Spiral Toys. Mr. Paccagnini’s experience, including 25 years spent as an equity trader, provides capital markets leadership to Spiral Toys’ board of directors. Mr. Paccagnini is currently an employee at EBNY Insurance Services, where he has served for the past eight years. Prior, he worked as a Senior Vice President of Equities for Goldman Sachs where he was an NYSE trading floor specialist. Prior to that, Mr. Paccagnini served as an equity trader and Limited Partner with Spear, Leeds & Kellogg. Mr. Paccagnini earned his Bachelor of Science degree from Montclair State University. Mr. Paccagnini’s experience in the financial services industry led us to the conclusion that he should serve as a director.

WeMichael Drath. ~~will~~Mr. ~~continue~~Drath tobrings ~~rely~~more onthan ~~equity~~15 ~~sales~~years of ~~our~~corporate ~~common~~strategy, ~~shares~~finance and operations experience, in ~~order~~public tocompany and ~~continue~~start-up toenvironments. ~~fund~~His ~~our~~experience ~~business~~includes ~~operations~~consumer-facing media, products and services, Disney Consumer Products and Disney Mobile in both physical product and digital content sales. ~~Issuances~~ Since 2013, he has been the chief operating officer and chief financial officer of ~~additional~~theAudience. ~~shares~~Mr. ~~will~~Drath ~~result~~previously inworked ~~dilution~~as a strategic and financial advisor for various media clients. Prior to ~~existing~~2013, ~~stockholders~~Drath served as head of finance at Disney Mobile, as well as director of strategy and business development for Disney Consumer Products. ~~There~~ isHe nohas ~~assurance~~also ~~that~~held wevarious ~~will~~leadership ~~achieve~~and ~~any~~finance ~~additional~~positions ~~sales~~with Nielsen/The Cambridge Group, Bain & Company, and Deloitte. Mr. Drath earned his MBA with High Distinction from the University of Michigan’s Ross School of Business, and received Bachelor of Accounting and Bachelor of Commerce degrees from the ~~equity~~University ~~securities~~of orthe ~~arrange~~Witwatersrand, ~~for~~Johannesburg, ~~debt~~South Africa. orMr. ~~other~~Drath’s ~~financing~~extensive toexperiod ~~fund~~in ~~planned~~the ~~acquisitions~~area of product and ~~exploration~~digital ~~activities~~content sales led us to the conclusion that he should serve as a director.

~~DIRECTORS~~Akio Ariura. Mr. Ariura has more than 35 years of finance and management experience in public company and start-up environments From April 2014 until his appointment as Chief Financial Officer in July 2015, ~~EXECUTIVE~~Mr. ~~OFFICERS~~Ariura served as an independent contractor for various entities such as Kibush Capital Corporation, ~~PROMOTERS~~providing ~~AND~~accounting ~~CONTROL~~and ~~PERSONS~~other financial and management services. From August 2006, Mr. Ariura was first, the Chief Financial Officer, and from November 2008 until April 2014, the Chief Financial and Operating Officer, of Radient Pharmaceuticals Corporation, a formerly publicly-traded corporation engaged in the research, development, manufacturing, sale and marketing of the Onko-Sure® test kit, a proprietary in-vitro diagnostic cancer test. From September 2004 until joining Radient Pharmaceuticals Corporation, Mr. Ariura was employed by Resources Global Professionals, providing both public and private companies with consulting services relating to Sarbanes-Oxley compliance, SEC filings and special project financial and management services. Mr. Ariura received a B.S. in Business Administration from University of Southern California.

The following table sets forth the name and age of our current directors and executive officers. Our Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of them or their successors at the next meeting of stockholders, death, resignation or removal by the Board of Directors. Family Relationships

Name	Age	Position(s) With the Company	Position Held Since	Director Since
Peter Henricsson	59	Director and Chief Executive Officer	September 2, 2010	September 2, 2010
Gordon C. McDougall	55	Director, Chief Financial Officer, Secretary and Treasurer	April 15, 2011	October 1, 2010

There are no family relationships among any of the directors and executive officers identified above.

~~Peter~~Audit Committee; ~~Henricsson~~Compensation Committee; Nominating Committee

~~Peter~~The Board ~~Henricsson~~of isDirectors ~~our~~has ~~Chief~~not ~~Executive~~yet ~~Officer~~appointed ~~and~~an Audit Committee, a ~~director. He~~Compensation isCommittee or a ~~venture~~Nominating ~~capital~~Committee, ~~investor~~due ~~and~~to athe ~~coach~~small size toof ~~young~~the ~~companies~~Board. inThe ~~strategic~~functions ~~planning~~that ~~and~~would ~~management~~be performed by such committees are performed by the Board of Directors. ~~Since~~ ~~his~~The ~~retirement~~Board of inDirectors ~~2002~~does not have yet an “audit committee financial expert,” heas ~~has~~we have not ~~held~~been ~~any~~able ~~board~~to orrecruit ~~executive~~a ~~positions~~qualified person into ~~public~~join orthe ~~private companies~~Board.

~~Gordon C. McDougall~~21

Gordon McDougall is our Chief Financial Officer, Secretary, Treasurer and a director. McDougall is also a director and President of Bitzio, Inc., a public company whose shares are quoted on the OTC Bulletin Board under the symbol BTZO. He is also CEO and founder of Tezi Advisory, Inc, a private company that partners with entrepreneurs to grow their businesses. Prior to Mr. McDougall joining the Company, he was a director and CEO of Exterra Energy, whose shares trade on the OTC Bulletin Board under the symbol EENI, until his resignation on September 19, 2007. He also served as President in 2005 and 2006 of Wentworth Energy, Inc., an oil and gas exploration company. During his time as President of Wentworth Energy, Inc., the company raised substantial funding and made numerous acquisitions. Mr. McDougall resigned from Wentworth’s board in July 2007.Director Independence

The Following members of our Board of Directors are independent, as “independent” is defined in the NASDAQ Listing Rules: David Christophor Adams, Michael Drath and Gary Paccagnini.

Code of Business Conduct and Ethics

We have not adopted a code of business conduct and ethics for our directors and officers, due to the small number of members of management.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table ~~set~~sets forth ~~below~~all ~~summarizes the annual and long-term~~ compensation ~~for~~paid ~~services in all capacities~~ to ~~us payable to~~ our Chief Executive ~~Officer,~~Officers tofor ~~our~~services ~~two~~as ~~most~~such ~~highly~~during ~~compensated~~the ~~executive~~past ~~officers~~three ~~who~~fiscal years. There were ~~serving~~no asother executive officers atwhose ~~December~~total ~~31,~~salary ~~2010, other than our Chief Executive Officer,~~ and upbonus ~~to two additional individuals~~ for ~~whom disclosure would have been required but for~~ the ~~fact~~fiscal ~~that~~year ~~the~~ended ~~individuals were not serving as executive officers at~~ December 31, ~~2010~~2015 ~~(collectively~~exceeded $100, ~~the “Named Executed Officers”)~~000. ~~As of December 31, 2010, Mr. Peter Henricsson is our only Named Executive Officer.~~

Our board of directors may adopt an incentive stock option plan for our executive officers that would result in additional compensation.

	Fiscal Year	Salary		Bonus		Stock Awards		Option Awards		Other Compensation⁽⁴⁾		Total
Mark Meyers⁽¹⁾	2015	$	250,000	$	65,000		—		—	$	12,129	$	327,129
	2014	$	120,000		—		—		—	$	1,554	$	124,554

Gordon McDougall⁽²⁾	2014	$	44,500		—		—		—		—	$	44,500

Peter Henricsson⁽³⁾	2014	$	3,250		—		—		—		—	$	3,250
	2013		—		—		—		—		—		—

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	All other Compen-sation ($)	Total ($)
(1)	Mr. Meyers has served as Chief Executive Officer since July 1, 2014.
Peter Henricsson, CEO, Secretary and Treasurer (1)	2010	-	-	-	-	-	-
(2)	Mr. McDougall served as Chief Executive Officer from January 27, 2014 until July 1, 2014.
(3)	Mr. Henricsson served as Chief Executive Officer from 2010 until January 27, 2014.
(4)	Spiral Toys paid Mr. Meyers $12,129 in 2015 and $1,554 in 2014 to reimburse him for health insurance premiums he incurred.

~~__________________~~Employment Agreements

~~(1)~~Mark Meyers - Chief Executive Officer

OnIn connection ~~April~~with ~~15,~~the ~~2011,~~acquisition ~~Mr.~~of ~~Henricsson~~Spiral ~~resigned~~Toys asLLC ~~our~~on ~~Secretary~~July ~~and~~1, ~~Treasurer~~2014, ~~and~~Spiral ~~Gordon~~Toys CInc. ~~McDougall~~and ~~was~~Mark ~~appointed~~Meyers asentered ~~our~~into ~~Chief~~a ~~Financial~~Conditional Stock ~~Officer~~Grant Agreement, ~~Secretary~~pursuant ~~and~~to ~~Treasurer~~which Spiral Toys Inc. agreed to issue to Mr. ~~Henricsson~~Meyers ~~remains~~up asto ~~our~~an ~~Chief~~aggregate ~~Executive~~of ~~Officer.~~4,126,133 shares of common stock upon the satisfaction of any of the following performance based milestones:

~~Page~~● 31If during any fiscal quarter, the Company’s operations on a consolidated basis (excluding operations of the Company discontinued after July 1, 2014 and the operations of any subsidiary acquired after July 1, 2014) (the “Company Operations”) resulted in net cash, calculated in accordance with generally accepted accounting principles, then the Company will issue 2,063,067 shares of common stock to Mr. Meyers. ● If during each of three consecutive calendar months the Company records “Adjusted Income from Operations” then the Company will issue 2,063,066 shares of common stock to Mr. Meyers. Adjusted Income from Operations shall mean income from Company operations, calculated in accordance with generally accepted accounting principles, including appropriate accruals but excluding any non-cash transactions such as stock-based compensation or amortization of goodwill. ● In the event that the Company becomes a party to a merger or consolidation in which the Company is not the surviving entity, or in the event that the Company sells substantially all of its asset and adopts a plan of liquidation, and if, on the date the Company executes the contract agreeing to such merger, consolidation or sale, the Company has recorded revenue during the preceding fiscal quarter, then the day prior to the effective date of such transaction the Company share issue 4,126,133 shares of common stock to Mr. Meyers, less any shares of common stock issued as described above.

~~Outstanding Equity Awards Since Inception~~22

WeTo date, no shares have ~~granted~~been noissued ~~option~~pursuant orto ~~stock~~the ~~awards~~Conditional toStock ~~our~~Grant ~~Named~~Agreement. ~~Executive~~The ~~Officer~~Conditional ~~since~~Stock ~~our~~Grant ~~inception~~Agreement will terminate on ~~September~~August 211, ~~2010~~2017.

~~Long~~Akio Ariura -~~Term~~ ~~Incentive~~Chief ~~Plans~~Financial Officer

WeSpiral Toys ~~have~~has ~~granted~~an noemployment ~~Long~~agreement with Akio Ariura dated July 17, 2015, pursuant to which the Company has agreed to pay Mr. Ariura, the Company’s Chief Financial Officer, a salary of $150,000 per year. In addition, the Company agreed to recommend to the board of directors a grant of 500,000 restricted shares of the Company’s common stock (the “Restricted Stock”) to be issued under the Company’s equity incentive plan in effect at the time of the grant The Company agreed to recommend to the Board that the Restricted Stock be subject to the following vesting schedule: one-~~Term~~half ~~Incentive~~of ~~Plans~~the ~~since~~shares ~~our~~of ~~inception~~Restricted Stock will vest on ~~September~~July 217, ~~2010~~2016 and one-half of the shares of Restricted Stock will vest on July 17, 2018, provided that Mr. Ariura remains an employee of the Company on the applicable vesting dates. If the Company is successful in listing its common stock on The NASDAQ Stock Market LLC or another national stock exchange, or if a Change in Control (as defined in the Plan) occurs, all unvested shares of the Restricted Stock will immediately vest. The Company also agreed to pay Mr. Ariura an amount not to exceed $1,200 per month (the “Benefit Payment”) for his purchase of health insurance benefits. As of the date of this prospectus, the Restricted Stock has not been issued.

~~Director~~Mr. Ariura ~~Compensation~~is an employee at will. Upon termination of his employment, unless the Company and Mr. Ariura agree in writing to another arrangement, Mr. Ariura will be entitled to receive (i) any accrued and unpaid compensation earned up to and including the date of his termination and (ii) that portion of the Benefit Payment earned up to and including the date of his termination.

WeOutstanding Equity ~~have~~Awards ~~paid~~at noFiscal ~~compensation~~Year ~~to our directors since our inception on September 2, 2010.~~End

~~Security~~The following ~~Holders~~tables ~~Recommendations~~set toforth ~~Board~~certain ofinformation ~~Directors~~regarding the stock options acquired by our Chief Executive Officer during the year ended December 31, 2015 and those options held by him on December 31, 2015.

~~Shareholders~~Option Grants can direct communications to our Chief Executive Officer, Peter Henricsson, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond to all communications. We attempt to address shareholder questions and concerns in ~~our press releases and documents filed with~~ the ~~SEC~~Last soFiscal that all shareholders have access to information about us at the same time. Mr. Henricsson collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.Year

Code of Ethics

	Number of securities underlying option		Percent of total options granted to employees in fiscal		Exercise Price		Expiration		Potential realizable value at assumed annual rates of appreciation for option term
	granted		year		($/share)		Date		5%		10%
Mark Meyers		—		—		—		—		—		—

~~Effective~~The following astables ofset ~~the~~forth ~~date~~certain ~~hereof,~~information regarding the ~~Board~~stock ofgrants ~~Directors~~received ~~has~~by ~~not~~the ~~adopted~~executive aofficer ~~Code~~named ofin ~~Ethics~~the ~~for~~table above ~~our~~during ~~directors~~the year ended December 31, ~~officers~~2015 and ~~employees~~held by him unvested at December 31, 2015.

~~Committees of the Board of Directors~~23

~~Currently,~~Unvested Stock ~~Rocap~~Awards ~~Marketing~~in ~~Inc. has no committees of~~ the ~~Board~~Last ofFiscal Directors. Concurrent with having sufficient members and resources, our board of directors will establish one or more committees, such as an audit committee and a compensation committee. Once established, the audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. Year

~~Once~~Number ~~established,~~of ~~the~~Shares ~~compensation~~That ~~committee~~Have ~~will~~Not ~~manage~~Vested ~~any~~Market ~~new~~Value ~~stock~~of ~~option~~Shares ~~plan~~That weHave ~~may~~Not ~~establish~~Vested ~~and~~Mark ~~review~~Meyers ~~and~~— ~~recommend compensation arrangements for the officers.~~ —

~~No final determination has yet been made as to the memberships~~ Board of ~~these~~Directors ~~committees or when we will have sufficient members to establish committees.~~ Compensation

~~Our~~The Company ~~Directors~~has ~~will~~agreed beto ~~reimbursed~~issue by150,000 usshares ~~for~~of ~~any~~common ~~expenses~~stock ~~incurred~~to inDavid ~~attending~~Christopher ~~directors'~~Adams, ~~meetings~~which ~~provided~~will ~~that~~vest wequarterly ~~have~~over his two years of service on the ~~resources~~Board toof ~~pay~~Directors, ~~these~~beginning ~~fees~~in August 2014. We ~~will~~To ~~consider~~date, ~~applying~~75,000 ~~for~~of ~~officers~~those ~~and~~shares ~~directors~~have ~~liability~~been ~~insurance~~issued. atThe ~~such~~aggregate fair ~~time~~value ~~when~~of wethe ~~have~~common stock on the ~~resources~~date toof dogrant, socomputed in accordance with ASC Topic 718, was $37,800.

~~Director~~Except as ~~Independence~~set forth in the preceding paragraph, no compensation was given to members of the board of directors for services during 2015.

For purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Accordingly, we do not have an independent director as of the date of this registration statement on Form S-1. The OTC Bulletin Board on which we plan to have our shares of common stock quoted does not have any director independence requirements.

Page 32

No member of management is or will be required by us to work on a full time basis. Accordingly, certain conflicts of interest may arise between us and our officers and directors in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of such judgment as is consistent with each officer's understanding of his/her fiduciary duties to us.

Currently, we have only two officers and directors (the same persons) and will seek to add additional officers and directors as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of the date of this registration statement on Form S-1, with respect to the beneficial ownership of shares of common stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of common stock (based upon reports which have been filed and other information known to us), (ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of the date of this registration statement on Form S-1, we had 18,710,667 shares of common stock issued and outstanding.

Title of class	Name, Title, and Address of Beneficial owner	Amount and Nature of Beneficial Ownership	Percentage of Common Stock (1)(2)
Common Stock	Peter Henricsson (3) 1446 Bramwell Road West Vancouver, BC, Canada	6,500,000	34.74%
Common Stock	Gordon C. McDougall (4) 1183 West 7th Avenue Vancouver, BC, Canada	6,500,000(5)	34.74%
Common Stock	Hubert J. Blanchette 311 N. Greenwood Mesa, Arizona 85210	2,500,000	13.36%
Common Stock	All Directors and Executive Officers (2 persons)	13,000,000	69.48%

_______________________________

(1)

Based upon 18,710,667 shares outstanding as of December 14, 2011.

(2)

Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

(3)

Mr. Henricsson is the CEO, a Director and 5% beneficial owner of the Company.

(4)

Mr. McDougall is the CFO, Secretary, Treasurer, a Director and a 5% beneficial owner of the Company

Page 33

(5)

Said shares are owned by Tezi Advisory, Inc., a private corporation wholly-owned by Gordon C. McDougall.

We are not aware of any arrangements that could result in a change of control of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

~~None~~At December 31, 2014 there were outstanding notes issued by Spiral Toys in the aggregate amount of $115,738 held by Gordon McDougall, then a member of the ~~following~~Spiral ~~persons~~Toys ~~has~~Board ~~any~~of ~~direct~~Directors, orTezi ~~indirect~~Advisory ~~material~~Inc., a company owned by Mr. McDougall, and Peter Henricsson, formerly a member of the Spiral Toys Board of Directors. The notes bore interest inat ~~any~~rates ~~transaction~~ranging up to ~~which~~12% weper ~~were~~annum. orOn ~~are~~September 11, 2015, Spiral Toys entered into a ~~party~~Debt ~~since~~Settlement ~~our~~Agreement ~~inception~~with onMessrs. ~~September~~McDougall 2and Henricsson, ~~2010~~as orwell inas ~~any~~with ~~proposed~~Tezi ~~transaction~~Advisory, pursuant to which weSpiral ~~propose~~Toys topaid be$100,000 ain ~~party:~~full settlement of the notes. On that same day, Mr. McDougall resigned from his position on the Spiral Toys Board of Directors. Subsequently, Laura Fewtrell, Mr. McDougall’s spouse, released Spiral Toys from any liability arising from funds that she contributed toward the purchase of the notes.

1Except as noted above, none of the officers or directors of Spiral Toys or its subsidiaries, while serving as such, has engaged in any transaction with Spiral Toys during the past two fiscal years or the current fiscal year that had a transaction value in excess of the lesser of $120,000 or one percent of the average of the Company’s total assets as of December 31, 2015 and December 31, 2014.

~~any~~SECURITY OWNERSHIP ofOF ~~our~~CERTAIN ~~directors~~BENEFICIAL orOWNERS ~~executive~~AND ~~officers;~~MANAGEMENT

2.The following table sets forth information known to us with respect to the beneficial ownership of our voting stock as of the date of this prospectus by the following:

● each shareholder known by us to own beneficially more than 5% of any ~~nominee~~class ~~for~~of ~~election~~our asvoting ~~one~~stock; ● Mark Meyers, our Chief Executive Officer; ● each of our directors; and ● all directors and executive officers as a group.

3Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below have sole voting power and investment power with respect to their shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.

~~any~~In computing ~~person~~the ~~who~~number isof ~~known~~shares beneficially owned by usa toperson ~~beneficially~~and ~~own,~~the ~~directly~~percent orownership ~~indirectly~~of that person, we include shares ~~carrying~~of ~~more~~common stock ~~than~~subject 5%to ofoptions ~~the~~or ~~voting~~warrants ~~rights~~held ~~attached~~by tothat ~~our~~person ~~Common~~that ~~Stock;~~are currently exercisable or will become exercisable within 60 days. We do not, however, include these “issuable” shares in the outstanding shares when we compute the percent ownership of any other person

4.24

any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (1), (2) or (3) above.

Beneficial Owner	Amount and Nature of Beneficial Ownership⁽²⁾		Percentage of Class
Mark Meyers⁽¹⁾		9,483,528		19.1	%
David Christopher Adams⁽¹⁾		75,000		0.2	%
Gary Paccagnini⁽¹⁾		499,901		1.0	%
Michael Drath⁽¹⁾		—		—
All officers and directors as a group (6 persons)		13,684,562		27.5	%
Netcom Enterprises Inc.⁽²⁾		5,090,000		10.2	%
Jorge Freitas⁽¹⁾		3,626,133		7.3	%
Natal Holdings LLC⁽³⁾		3,390,000		6.8	%

UNAUDITED INTERIM FINANCIAL STATEMENTS

(1)	The address for Messrs. Meyers, Adams, Paccagnini, Drath and Freitas is c/o Spiral Toys, Inc., 30077 Agoura Court, Suite 230, Agoura Hills, CA 91301.

(2)	The address of Netcom Enterprises Inc. is No. 1 Orchid Garden Street, Belmopan, Belize.

(3)	The address of Natal Holdings LLC is 18521 E. Queen Creek 105, #201, Queen Creek, AZ 85142. William Clayton, as Manager of Natal Holdings LLC, has sole voting and dispositional authority over shares owned by Natal Holdings, LLC.

~~The~~DESCRIPTION OF ~~information~~OUR for the interim period ended September 30, 2011 is unaudited; however, it includes all adjustments considered necessary by management for a fair presentation of our financial condition and results of operations.SECURITIES

~~COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES~~General

~~Under~~Our authorized ~~our~~capital ~~Articles~~stock consists of ~~Incorporation and Bylaws~~149, ~~we may indemnify an officer or director who is made a party to any proceeding~~000,000 ~~including~~shares ~~a lawsuit, because~~ of ~~his~~common ~~position~~stock, ifpar hevalue ~~acted~~of in$0.001 ~~good~~per ~~faith~~share, and in1,000,000 ashares ~~manner~~of blank hecheck ~~reasonably~~preferred ~~believed~~stock, topar bevalue inof ~~our best interest~~$0. We001 ~~may~~per ~~advance expenses incurred in defending a proceeding~~share. To ~~the~~There ~~extent~~are ~~that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified~~49, ~~we must indemnify him against all expenses incurred~~685,215 ~~including~~shares ~~attorney's~~of ~~fees. With~~common ~~respect~~stock ~~to a derivative action~~outstanding, ~~indemnity may be made only for expenses actually~~ and ~~reasonably~~no ~~incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws~~ shares of ~~the~~preferred ~~State~~stock ~~of Nevada~~outstanding.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.Common Stock

~~WHERE~~Each share ~~YOU~~of ~~CAN~~our ~~FIND~~common ~~MORE~~stock ~~INFORMATION~~entitles its holder to one vote in the election of each director and on all other matters voted on by our stockholders. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors if it chooses to do so.

~~This prospectus, which constitutes a part~~ Holders of ~~the~~our ~~registration~~common ~~statement,~~stock ~~does~~will ~~not~~be ~~contain~~entitled ~~all~~to ofdividends ~~the information set forth~~ in ~~the~~such ~~registration~~amounts ~~statement~~ and ~~the~~at ~~exhibits~~such ~~thereto. Statements~~times ~~contained in this prospectus~~ as toour ~~the~~Board ~~contents~~ of ~~any~~Directors ~~contract or other document that is filed as an exhibit to the registration statement are not necessarily complete and each such statement is qualified~~ in ~~all~~its ~~respects~~discretion may bydeclare ~~reference~~out ~~to the full text~~ of ~~such~~funds ~~contract~~legally oravailable ~~document. For~~for ~~further information with respect to us and~~ the ~~Common~~payment ~~Stock, reference is hereby made to the registration statement and the exhibits thereto, which may be inspected and copied at the principal office~~ of ~~the SEC, 100 F Street NE, Washington, D~~dividends.C. ~~20549,~~We ~~and~~do ~~copies~~not ofanticipate ~~all~~paying or any ~~part~~cash ~~thereof~~dividends ~~may be obtained at prescribed rates from the Commission’s Public Reference Section at such addresses. Also, the SEC maintains a World Wide Web site~~ on the common ~~Internet~~stock at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. You may request, and we will voluntarily provide free of charge our annual, quarterly and current reports, proxy statements and other information upon request. To request such materials, please contact our CFO, Mr. Gordon C. McDougall at our principal offices set out in the ~~cover~~foreseeable ~~page of this registration statement on Form S-1~~future.

~~Page~~If we 34liquidate or dissolve our business, the holders of our common stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of any series of our outstanding preferred stock receive their liquidation preferences in full.

~~FINANCIAL~~Our common ~~STATEMENTS~~stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund.

~~ROCAP MARKETING, INC.~~25

~~CONSOLIDATED~~Blank Check ~~FINANCIAL~~Preferred ~~STATEMENTS~~Stock

~~December~~Our Articles 31of Incorporation gives the Board of Directors authority to issue 1,000,000 ~~2010~~shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof. Among the rights and preferences that the Board may assign to the preferred stock are dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of any series. The issuance of shares of preferred stock may have the effect of delaying, deferring or preventing a change in control of the Company. The issuance of shares of preferred stock with voting and conversion rights may adversely affect the voting power of the holders of our common stock, including voting rights, of the holders of our common stock. In some circumstances, this issuance could have the effect of decreasing the market price of our common stock.

CUndesignated preferred Ostock Nmay Tenable Eour NBoard Tto Srender more difficult or to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock may adversely affect the rights of our common stockholders. For example, any shares of preferred stock issued may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of preferred stock, or the issuance of rights to purchase shares of preferred stock, may discourage an unsolicited acquisition proposal or bids for our common stock or may otherwise adversely affect the market price of our common stock or any existing preferred stock.

Report of Independent Registered Public Accounting Firm	36
Consolidated Balance Sheet at December 31, 2011	37
Consolidated Statement of Operations for the Period from September 2, 2010 (inception) through December 31, 2010	38
Consolidated Statements of Stockholders’ Equity (Deficit) for the Period from September 2, 2010 (inception) through December 31, 2010	39
Consolidated Statement of Stockholder’s Equity for the Period from September 2, 2010 (inception) through December 31, 2010	40
Notes to the Consolidated Financial Statements	41

10% Convertible Debentures

~~Page~~On April 3511, 2016 Spiral Toys entered into a Securities Purchase Agreement with the Selling Shareholders. Pursuant to that agreement, on April 12, 2016 Spiral Toys issued to the Selling Shareholders 10% Convertible Debentures in the aggregate principal amount of $756,250. The purchase price paid by the Selling Shareholders was $625,000. The aggregate principal amount of the 10% Convertible Debentures will be reduced to $675,800 if, on or prior to July 11, 2016, the SEC declares effective the registration statement of which this prospectus is a part. On or immediately after the date of this prospectus, pursuant to the Securities Purchase Agreement, Spiral Toys will sell to the Selling Shareholders additional 10% Convertible Debentures in the aggregate principal amount of $594,000 for a purchase price of $550,000.

LIThe 10% &Convertible ~~COMPANY~~Debentures had the following terms, PCinter alia:

●	Each Debenture matures one year from the date on which it was issued.

●	The Debentures bear interest at 10% per annum. The Debentures have a make-whole provision, such that Spiral Toys must pay interest equal to a full 10% of the principal amount, even if the principal is repaid or converted prior to the maturity date. Accordingly, the interest to be paid on the 10% Convertible Debentures due on April 12, 2017 will total $75,625 (or $67,580, if this registration statement is declared effective on or before July 11, 2016). The interest to be paid on the second set of 10% Convertible Debentures will total $59,400.

●	Spiral Toys can pay the interest in cash, or can opt to satisfy the interest obligation by issuing shares of common stock, provided that certain equity conditions have been satisfied. If Spiral Toys pays the interest in shares, the shares will be valued at the lesser of $.35 per share or 70% of the lowest volume weighted average price (“VWAP”) reported for the common stock during the 15 trading days prior to the payment.

●	Each Selling Shareholder may convert the principal amount of a Debenture into shares of Spiral Toys common stock at a conversion price of $.35 per share. If at any time the five day average VWAP for Spiral Toys common stock falls below $.22 or the single day VWAP falls below $.15, the conversion price will be adjusted to equal the lesser of $.35 or 70% of the lowest VWAP during the 15 trading days prior to conversion.

●	Once each month, commencing on the day before the five month anniversary of the issuance of a Debenture, Spiral Toys is required to pay one-eighth of the principal amount of the Debenture plus the interest and make-whole with respect to that one-eighth, in cash or in stock. If Spiral Toys opts to make the payment in stock, the conversion price per share will equal the lesser of $.35 or 70% of the lowest VWAP during the 15 trading days prior to the payment date.

●	Subject to certain equity conditions, Spiral Toys may redeem all or part of the principal amount of the Debentures by paying 110% of the principal amount redeemed plus the accrued interest and the make-whole with respect to the redeemed principal amount.

8% Convertible Notes and Warrants

On January 22, 2016, Spiral Toys, Inc. sold to two investors, for an aggregate purchase price of $200,000, securities consisting of (a) 8% original issue discount promissory notes in the aggregate principal amount of $216,000 and (b) warrants to purchase up to 470,000 shares of Spiral Toys common stock at an exercise price of $0.50 per share. The Notes are subject to a one-time interest charge of 8%, and the principal amount underlying each Note and the interest accrued thereon is due and payable on September 22, 2016. Upon the occurrence of any event of default that has not been cured as described in the Note, each note holder shall have the right, but not the obligation, to convert the outstanding balance of the Note along with all unpaid interest into shares of Spiral Toys common stock at a conversion price equal to 65% of the lowest sale price occurring during the fifteen (15) consecutive trading days immediately preceding the applicable conversion date, provided, however, in no event shall the conversion price be lower than $0.01 per share.

The warrants terminate on January 22, 2019. They are subject to certain anti-dilution protections.

Nevada Anti-Takeover Statute

The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes (the “NRS”), generally prohibit a Nevada corporation with at least 200 stockholders of record from engaging in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status or the combination is approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders, unless (a) the combination was approved by the board of directors prior to the person becoming an interested stockholder or (b) the transaction by which the person first became an interested stockholder was approved by the board of directors before the person became an interested stockholder. After the expiration of two years after the person becomes an interested stockholder, a Nevada corporation subject to the statue may not engage in a combination with an interested stockholder unless:

	●	either (a) or (b) above are satisfied;

	●	the combination is approved after expiration of such two year period by a majority of the voting power held by disinterred stockholders; or

	●	the consideration to be paid in the combination is at least equal to the highest of: (i) the highest price per share paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (ii) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher or (ii) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.

A “combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder. In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s voting stock.

This statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

SELLING SHAREHOLDERS

The common stock being offered by the Selling Shareholders are those previously issued to the Selling Shareholders, and those issuable to the Selling Shareholders, upon conversion of the Debentures. For additional information regarding the issuances of the Debentures, see “Description of our Securities: 10% Convertible Debentures” above. We are registering the shares of common stock in order to permit the Selling Shareholders to offer the shares for resale from time to time. Except for the ownership of the Debentures, the Selling Shareholders have not had any material relationship with us within the past three years.

The table below lists the Selling Shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the Selling Shareholders. The second column lists the number of shares of common stock beneficially owned by each Selling Shareholder, based on its ownership of the Debentures, as of May 5, 2016, assuming conversion of Debentures held by the Selling Shareholders on that date, without regard to any limitations on exercises.

The third column lists the shares of common stock being offered by this prospectus by the Selling Shareholders.

In accordance with the terms of a registration rights agreement with the Selling Shareholders, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the conversion of the Debentures. The fourth column assumes the sale of all of the shares offered by the Selling Shareholders pursuant to this prospectus.

Under the terms of the Debentures, a Selling Shareholder may not convert the Debentures to the extent such conversion would cause such Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable upon conversion of the Debentures which have not been exercised. The number of shares in the second column does not reflect this limitation. The Selling Shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

Name of Selling Shareholder	Number of shares of Common Stock Owned Prior to Offering		Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus		Number of shares of Common Stock Owned After Offering
Anson Investments Master Fund LP		5,734,652		5,734,652		—
Himmil Investments Ltd.		5,734,652		5,734,652		—
TOTAL		11,469,304		11,469,304		—

PLAN OF DISTRIBUTION

Each Selling Shareholder (the “Selling Shareholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Shareholder may use any one or more of the following methods when selling securities:

	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

	●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

	●	an exchange distribution in accordance with the rules of the applicable exchange;

	●	privately negotiated transactions;

	●	settlement of short sales;

	●	in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;

	●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

	●	a combination of any such methods of sale; or

	●	any other method permitted pursuant to applicable law.

The Selling Shareholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

In connection with the sale of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Shareholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

LEGAL MATTERS

Our counsel, Robert Brantl, Esq., 52 Mulligan Lane, Irvington, NY 10533, has issued an opinion about certain legal matters with respect to the securities. Mr. Brantl owns 25,000 shares of our common stock.

EXPERTS

The consolidated financial statements of our company for the year ended December 31, 2015 that are included in this prospectus and in the registration statement have been audited by Haynie & Company, independent registered public accountants, to the extent and for the period set forth in its report. The financial statements are included in this prospectus in reliance on such report, given the authority of said firm as an expert in auditing and accounting.

The consolidated financial statements of our company for the year ended December 31, 2014 that are included in this prospectus and in the registration statement have been audited by HJ Associates & Consultants, LLP, independent registered public accountants, to the extent and for the period set forth in its report. The financial statements are included in this prospectus in reliance on such report, given the authority of said firm as an expert in auditing and accounting.

ADDITIONAL INFORMATION

We filed with the Securities and Exchange Commission a registration statement under the Securities Act for the common stock in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our common stock, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains the registration statement as well as reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

We file periodic reports under the Exchange Act, including annual, quarterly and special reports, and other information with the Securities and Exchange Commission. These periodic reports and other information are available for inspection and copying at the regional offices, public reference facilities and website of the Securities and Exchange Commission referred to above.

SPIRAL TOYS INC. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2014 and 2014

		Page

Report of Independent Registered Public Accounting Firm - 2015		F-1

Report of Independent Registered Public Accounting Firm - 2014		F-2

Consolidated Balance Sheets		F-3

Consolidated Statements of Income		F-4

Consolidated Statements of Stockholders’ Deficit		F-5

Consolidated Statements of Cash Flows		F-6

Notes to Consolidated Financial Statements		F-7 – F-25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors ~~and Stockholders of~~

~~Rocap~~Spiral Toys, ~~Marketing~~ Inc.

~~Las Vegas~~Agoura Hills, ~~Nevada~~California

We have audited the accompanying consolidated balance sheet of ~~Rocap~~Spiral ~~Marketing~~Toys, Inc., ~~(the~~and ~~“Company”)~~subsidiaries as of December 31, ~~2010~~2015, and the related consolidated statements of operations, ~~stockholder~~ stockholders’s ~~equity~~deficit and cash flows for the ~~period~~year ~~from~~then ~~September 2, 2010 (inception) through December 31, 2010~~ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audit~~ audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements~~. An~~, ~~audit also includes~~ assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of ~~the~~Spiral ~~Company~~Toys, Inc. and subsidiaries as of December 31, ~~2010~~2015, and the results of ~~its~~their operations and ~~its~~their cash flows for the ~~period~~year ~~from~~then ~~September~~ended ~~2, 2010 (inception) through December 31, 2010~~ in conformity with ~~accounting principles~~ U.S. generally accepted inaccounting ~~the United States of America~~principles.

The accompanying ~~consolidated~~ financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the ~~consolidated~~ financial statements, the Company had aan ~~deficit~~ accumulated ~~during~~deficit ~~the development stage~~ at December 31, ~~2011~~2015, ~~and had~~ a net loss, and ~~net~~negative cash ~~used~~flows ~~in operating activities for the period~~ from ~~September 2, 2010 (inception) through December 31, 2010~~operations. ~~These~~ ~~factors~~This ~~raise~~ raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in ~~regards~~regard to these matters ~~are~~ also are described in Note 3. The ~~consolidated~~ financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Li Haynie & Company Haynie & Company Salt Lake City, PCUtah March 30, 2016

~~Li & Company, PC~~F-1

~~Skillman,~~REPORT OF ~~New~~INDEPENDENT ~~Jersey~~REGISTERED PUBLIC ACCOUNTING FIRM

~~December~~To the 23Board of Directors Spiral Toys, ~~2011~~Inc.

~~Page~~Agoura Hills, 36California

~~ROCAP~~We have ~~MARKETING~~audited the accompanying consolidated balance sheet of Spiral Toys, ~~INC~~Inc. (the Company) as of December 31, 2014, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Spiral Toys, Inc. as of December 31, 2014, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company had an accumulated deficit at December 31, 2014, a net loss, and negative cash flows from operations. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ HJ Associates & Consultants, LLP
HJ Associates & Consultants, LLP
Salt Lake City, Utah
April 15, 2015

F-2

SPIRAL TOYS, INC.

Consolidated Balance Sheets

			December 31, 2010
		For the Years Ended
ASSETS
		December 31,
CURRENT ASSETS
		2015			2014
	Cash		$	43,980
ASSETS
	Accounts receivable			11,551
CURRENT ASSETS
	Other receivables			1,533
Cash		$	180,743		$	245,091
	Inventory			22,640
Accounts receivable, net of allowance of $48,191			1,539,392			-
		Total Current Assets		79,704
Prepaid Expense			23,895			-
EQUIPMENT, net				3,961
Total Current Assets			1,744,030			245,091
OTHER ASSETS
	Goodwill			10,480
Security deposit			6,800
	Deposits			3,365
Goodwill (Note 6)			-			-
Total Other Assets		~~Total Other Assets~~	6,800	~~13,845~~		-
TOTAL ASSETS		~~TOTAL ASSETS~~$	$1,750,830	~~97,510~~	$	245,091
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
	Accounts payable		$	12,006
Accounts payable and accrued expenses		$	1,557,488		$	115,049
	Current maturities of notes payable			-
Convertible short term notes			-			42,000
	Salaries payable			24,017
Current maturities of notes payable - related parties			-			115,738
	Interest payable			1,891
Deferred revenue			-			-
		Total Current Liabilities		37,914
Interest payable			-			21,079
LONG-TERM LIABILITIES
Total Current Liabilities			1,557,488			293,866
	Notes payable, net of current maturities			92,500
TOTAL LIABILITIES			1,557,488			293,866
		Total Liabilities		130,414
STOCKHOLDERS’ DEFICIT
STOCKHOLDERS' DEFICIT
Preferred stock: par value $0.001, 1,000,000 shares authorized; zero shares issued and outstanding			-			-
	Preferred stock: $0.001 par value, 1,000,000 shares authorized; none issued or outstanding			-
Common stock: par value $0.001, 74,000,000 shares authorized; 48,833,919 and 41,336,667 shares issued and outstanding, respectively			48,833			41,337
	Common stock: $0.001 par value, 74,000,000 shares authorized; 18,590,667 shares issued and outstanding			18,591
Additional paid-in capital			6,838,283			4,208,516
	Additional paid-in capital			57,007
Accumulated other comprehensive loss			(2,304	)		-
Accumulated deficit	~~Accumulated deficit~~		(6,691,470	~~(108,502~~)		(4,298,628	)
		Total Stockholders' Deficit		(32,904)
TOTAL STOCKHOLDERS’ (DEFICIT)			193,342			(48,775	)
		TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	97,510
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)		$	1,750,830		$	245,091

~~The~~ See accompanying notes ~~are~~to anthe ~~integral part of these~~ consolidated financial statements.

~~Page 37~~F-3

~~ROCAP MARKETING~~SPIRAL TOYS, INC.

Consolidated Statements of Operations

			For the Period from
		For the Year Ended
			September 2, 2010
		December 31,
			(Inception) through
		2015			2014
			December 31, 2010
SALES
Sales			$	46,614
Product sales, net		$	5,684,717		$	194,321
Cost of Goods Sold				39,087
Royalty income			250,679			-
		Gross Profit		7,527
Consulting- product development			20,572			74,978
OPERATING EXPENSES
Total Sales			5,955,968			269,299
	Advertising			8,008
COST OF GOODS SOLD			4,946,397			-
	Consulting			30,267
GROSS MARGIN			1,009,571			269,299
	Depreciation			279
OPERATING EXPENSES
	General and administrative			75,584
Media costs			-			61,448
		Total Operating Expenses		114,138
Product development costs			854,414			82,368
LOSS FROM OPERATIONS				(106,611)
Legal and professional expenses			1,069,771			243,702
OTHER (INCOME) EXPENSE
Salaries and wages and consulting			1,120,810			350,391
	Interest expense			1,891
General and administrative			278,338			73,577
		Total Other (Income) Expense		1,891
Bad debt expense			48,191
LOSS BEFORE INCOME TAXES				(108,502)
Impairment of goodwill			-			2,840,203
INCOME TAX PROVISION				-
Total Operating Expenses			3,371,524			3,651,689
NET LOSS			$	(108,502)
LOSS FROM OPERATIONS			(2,361,953	)		(3,382,390	)
NOT LOSS PER COMMON SHARE - BASIC AND DILUTED			$	(0.01)
OTHER EXPENSE
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC AND DILUTED				16,815,053
Interest expense			(52,521	)		(54,065	)
Loss on conversion			(45,360	)		-
Gain on forgiveness of debt			21,000			-
Gain on settlement of notes payable			45,992			-
Total Other Expense			(30,889	)		(54,065	)
LOSS BEFORE INCOME TAX PROVISION			(2,392,842	)		(3,436,455	)
Income tax provision			-			-
NET LOSS FROM CONTINUING OPERATIONS			(2,392,842	)		(3,436,455	)
Net loss attributable to Discontinued operations			-			(23,752	)
NET INCOME (LOSS)		$	(2,392,842	)	$	(3,460,207	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation loss			2,304			-
COMPREHENSIVE LOSS		$	(2,395,146	)	$	(3,460,207	)
NET INCOME (LOSS) PER COMMON SHARE
BASIC AND DILUTED
Continuing operations		$	(0.05	)	$	(0.12	)
Discontinued operations		$	(0.00	)	$	(0.00	)
Total		$	(0.05	)	$	(0.12	)
Weighted average common shares outstanding
BASIC AND DILUTED			45,844,498			29,413,197

~~The~~ See accompanying notes ~~are~~to anthe ~~integral part of these~~ consolidated financial statements.

~~Page 38~~F-4

~~ROCAP MARKETING~~SPIRAL TOYS, INC.

Consolidated Statements of Stockholders’ ~~Equity~~ Deficit

				Additional				Total
	Common Stock			Paid-In		Accumulated		Stockholders'
	Shares	Amount		Capital		Deficit		Deficit
Balance at inception, September 2, 2010	-	$	-	$	-	$	-	$	-
Common stock issued to founders at par	13,000,000		13,000		-		-		13,000
Common stock issued for purchase of subsidiary	2,500,000		2,500		-		-		2,500
Common stock issued for cash	3,070,000		3,070		53,928		-		56,998
Common stock issued for services	20,667		21		3,079		-		3,100
Net loss	-		-		-		(108,502)		(108,502)
Balance, December 31, 2010	18,590,667	$	18,591	$	57,007	$	(108,502)	$	(32,904)

December 31, 2015 and December 31, 2014

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

	Common Stock						Paid-In		Other Comprehensive			Accumulated			Non-Controlling			Stockholders’
	Shares			Amount			Capital		Income (Loss)			Deficit			Interest			Equity (Deficit)

Balance, December 31, 2013		20,630,667		$	20,631		$	74,615	$	-		$	(838,421	)	$	(69,836	)	$	(813,011	)
Common shares issued for cash and subscriptions and receivable at $0.15 per share		4,847,333			4,847			722,208		-			-			-			727,055
Issuance of stock for Spiral Toys LLC		18,130,667			18,131			2,701,513		-			-			-			2,719,644
Disposition of discontinued operations		(2,500,000	)		(2,500	)		373,408		-			-			74,586			445,494
Forgiveness of salary		-						276,250		-			-			-			276,250
Related party contributed capital		-						9,750		-			-			-			9,750
Shares issued for services		228,000			228			50,772		-			-			-			51,000
Net loss for the year ended December 31, 2014		-			-			-		-			(3,460,207	)		(4,750	)		(3,464,957	)
Balance, December 31, 2014		41,336,667		$	41,337		$	4,208,516	$	-		$	(4,298,628	)	$	-		$	(48,775	)
Shares issued for cash		5,923,583			5,923			2,039,312		-			-			-			2,045,235
Shares issued for services		1,237,669			1,237			363,064		-			-			-			364,301
Shares issued for convertible notes		336,000			336			83,664		-			-			-			84,000
Market value of Stock for Services		-			-			77,367		-			-			-			77,367
Loss on Conversion-Non Cash		-			-			45,360		-			-			-			45,360
Beneficial conversion- Echo Q2 Notes		-			-			21,000		-			-			-			21,000
Translation loss		-			-			-		(2,304	)		-			-			(2,304	)
Net loss for the year ended December 31, 2015		-			-			-					(2,392,842	)		-			(2,392,842	)
		48,833,919		$	48,833		$	6,838,283	$	(2,304	)	$	(6,691,470	)	$	-		$	193,342

~~Page~~See accompanying 39notes to the consolidated financial statements.

~~ROCAP MARKETING, INC.~~F-5

SPIRAL TOYS, INC.

Consolidated Statements of Cash Flows

				For the Period From
		For the Year Ended
				September 2, 2010
		December 31,
				(Inception) through
		2015				2014
				December 31, 2010
OPERATING ACTIVITIES:
OPERATING ACTIVITIES:
Net income/(loss)		$	(2,392,842	)		$	(3,460,207	)
	Net loss			$	(108,502)
Adjustments to reconcile net loss to net cash used in operating activities:
	Adjustments to reconcile net loss to net cash used by operating activities:
Contributed capital (salary)			-				9,750
		Depreciation			279
Bad debt expense			48,191
		Common stock issued for services			3,100
Beneficial conversion			21,000				-
		Allowance for doubtful accounts			1,280
Shares-based compensation related to common stock			441,668				9,000
		Changes in operating assets and liabilities:
Loss on debt extinguishment			45,360				-
			Accounts receivable		(12,831)
Gain on note settlement			(21,000	)			-
			Other receivables		(1,533)
Gain on forgiveness of debt-related party			(45,992	)			-
			Inventory		(22,640)
Notes for services			63,000				84,000
			Accounts payable		4,026
Impairment of goodwill			-				2,840,203
			Accrued salaries		24,017
Changes in operating assets and liabilities:
			Accrued interest		1,891
Accounts receivable			(1,587,583	)			-
			Net Cash Used in Operating Activities		(110,913)
Prepaid expenses			(23,895	)
INVESTING ACTIVITIES:
Accounts payable			1,442,439				71,590
	Purchase of equipment				(4,240)
Accrued expense			-				(120,567	)
	Security deposit				(3,365)
Security deposits			(6,800	)
			Net Cash Used in Investing Activities		(7,605)
Notes payable related parties			-				-
FINANCING ACTIVITIES:
Convertible notes payable			-				-
	Proceeds from notes payable				92,500
Accrued salaries			-				22,750
	Common stock issued for cash				69,998
Accrued interest			9,175				11,011
			Net Cash Provided by Financing Activities		162,498
Cash Used in Operating Activities - Continuing Operations			(2,007,279	)			(532,470	)
		NET CHANGE IN CASH			43,980
Cash Used in Operating Activities - Discontinued Operations			-				(907	)
		CASH AT BEGINNING OF PERIOD			-
Net Cash Used in Operating Activities			(2,007,279	)			(533,377	)
		CASH AT END OF PERIOD		$	43,980
INVESTING ACTIVITIES:
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash received from purchase of subsidiary			-				8
	Interest paid			$	440
Cash Provided from Investing Activities			-				8
	Income tax paid			$	-
FINANCING ACTIVITIES:
Payments on notes payable - related parties			(100,000	)			-
Proceeds from notes payable - related parties			-				10,000
Proceeds from sale of common stock for cash			2,045,235				727,055
Cash Provided by Financing Activities - Continuing Operations			1,945,235				737,055
Cash Provided by Financing Activities - Discontinued Operations			-				24,659
Net Cash Provided by Financing Activities			1,945,235				761,714
Effect of exchange rates on cash and cash equivalents			(2,304	)			-
NET CHANGE IN CASH			(64,348	)			228,345
CASH AT BEGINNING OF YEAR			245,091				16,746
CASH AT END OF PERIOD		$	180,743			$	245,091
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid		$	1,346			$	-
Income tax paid		$	3,200			$	-
Non-Cash Investing and Financing Activities:
Common stock issued for notes payable		$	84,000			$	42,000
Acquisition of Spiral Toys LLC		$	-			$	2,719,644
Contribution of accrued salary payable to capital		$	-			$	276,250
Disposition of Lexi-Luu		$	-			$	370,908

~~The~~ See accompanying notes ~~are~~to anthe ~~integral part of these~~ consolidated financial statements.

~~Page 40~~F-6

~~ROCAP MARKETING~~SPIRAL TOYS, INC.

Notes to the Consolidated Financial Statements

December 31, ~~2010~~2015 and 2014

~~Note~~ NOTE 1 – ~~Organization~~ORGANIZATION ~~and~~AND ~~Operations~~OPERATIONS

Spiral Toys, Inc (formerly known as Rocap Marketing Inc.)

Spiral Toys, Inc. (Rocap Marketing Inc, (“~~Rocap~~Spiral Toys” or the “Company”) was incorporated under the laws of the State of Nevada on September 2, 2010 under the name of Rocap Marketing Inc. In January 2015, the Company changed its name to Spiral Toys, Inc.

~~Lexi-Luu~~Spiral Toys ~~Designs, Inc.~~LLC

~~Lexi-Luu~~Spiral Toys ~~Designs~~LLC, ~~Inc.~~ (~~Lexi-Luu~~“Spiral”) was ~~incorporated~~formed as a limited liability company under the laws of the State of ~~Nevada~~California on ~~September~~July 312, ~~2010~~ 2011. ~~Lexi-Luu~~Spiral ~~manufactures~~develops ~~and~~entertainment ~~markets~~products ~~exclusive~~including ~~dancewear~~both ~~for~~physical ~~youth~~toys as well as digital media. The ~~dance~~acquisition ~~wear~~of is100% ~~sold~~of Spiral ~~through~~has ~~retailers~~been ~~throughout~~recorded using the ~~country~~purchase ~~and~~method ~~may~~of beaccounting ~~purchased~~in ~~directly~~accordance ~~from~~with section 805-10-05 of the FASB Accounting Standards Codification. The Company ~~on-line~~allocated atthe ~~www.lexiluu.com. A~~purchase ~~web~~price ~~site~~of ~~and~~Spiral ~~order~~to ~~fulfilling~~the ~~technology~~tangible ~~have~~assets ~~been~~acquired ~~developed~~and toliabilities ~~provide~~assumed ~~this~~based on ~~service~~their estimated fair values. See Note 5.

~~Acquisition~~During 2014, revenue was generated from two different sources. The first was consulting revenue and was recognized upon the fulfillment of ~~Lexi~~contractual milestones with pre-~~Luu~~set ~~Designs~~remuneration. ~~Inc~~The Company was engaged by a major studio in the development of entertainment properties. The second source was the sale of physical toys. The toys were sold through a third party distributor and the Company received fifty percent of the net profit per item.

OnCommencing in ~~September~~the ~~15,~~second ~~2010~~quarter of 2015, the Company ~~entered~~recognized ~~into~~revenue afrom ~~Stock~~its ~~Purchase~~physical ~~and~~toy ~~Share~~line ~~Exchange~~in ~~Agreement~~two ~~with~~ways: ~~the sole stockholder of Lexi-Luu Designs Inc.~~ The ~~acquisition~~first ofis ~~100%~~a ofresult ~~Lexi-Luu has been recorded on the purchase method~~ of manufacturing. ~~accounting~~Spiral inis ~~accordance~~producing ~~with section 805-10-05 of~~ the ~~FASB~~electronics ~~Accounting~~that ~~Standards~~are ~~Codification. The~~a ~~Company~~part ~~allocated the purchase price~~ of ~~Lexi-Luu to~~ the ~~tangible~~CloudPets ~~assets acquired and liabilities assumed based on their estimated fair values~~line.

~~Note~~The unit 2is -then ~~Summary~~assembled by a third party that is retained by our distributor. This revenue is recognized upon shipment of ~~Significant~~the ~~Accounting~~completed electronic ~~Policies~~part to the third party. The second revenue source, which represents royalty income from license fees, is earned when the goods are shipped to the retailer.

The Company also earned revenue during the year ended December 31, 2015 from product development consulting fees.

Divestiture of Lexi-Luu Designs, Inc.

On September 15, 2010, the Company acquired Lexi-Luu Designs, Inc. (Lexi-Luu) in exchange for 2.5 million shares of the Company’s common stock. Lexi-Luu manufactures and markets exclusive dancewear for youth.

On July 1, 2014 Mr. Hubert J. Blanchette, CEO of Lexi-Luu, exercised his right to exchange his 2.5 million common shares of Rocap for the return of 100 percent of the ownership of Lexi-Luu. This transaction effectively ended the parent-subsidiary relationship of Rocap and Lexi-Luu. As such, all references to Lexi-Luu activity in the financial statements are referred to as discontinued operations. See Footnote 5 “Discontinued Operations” for further discussion of the discontinued operations of Lexi-Luu.

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

Formation of Subsidiaries

During 2015, the Company formed two new subsidiaries.

Spiral Toys LTD. is a British Columbia entity formed on February 27, 2015. The purpose of Spiral Toys LTD. is to engage in the development of the Company’s products and offerings.

In March 2015, the Company organized Spiral Toys Hong Kong Ltd. in Hong Kong. Spiral Toys Hong Kong Ltd. was formed to enable the Company to monitor and oversee the production of Cloud Pets.

F-7

As of December 31, 2015, Spiral Toys Hong Kong Ltd.’s only asset was an accounts receivable of $34,749 USD, which was 100% reserved for bad debt and it had no liabilities; Spiral Toys LTD had no assets or liabilities as of December 31, 2015.

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principle of Consolidation

The Company ~~consolidated~~applies ~~financial~~the ~~statements~~guidance ~~include~~of ~~all~~Topic ~~accounts~~810 “Consolidation” of ~~Rocap~~the asFASB ofAccounting ~~December~~Standards ~~31,~~Codification ~~2010~~to determine whether and ~~for~~how ~~period~~to ~~from~~consolidate ~~September~~another 2,entity. ~~2010~~Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (~~inception~~1) ~~through~~when ~~December~~control 31does not rest with the parent, ~~2010~~the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and ~~all~~control ~~accounts~~is likely to be temporary; (3) consolidation by an investment company within the scope of ~~Lexi~~Topic 946 of a non-~~Luu~~investment-company asinvestee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of ~~December~~a 31majority voting interest, ~~2010~~ and, ~~for~~therefore, ~~the~~as ~~period~~a ~~from~~general ~~September~~rule 15ownership by one reporting entity, ~~2010~~directly ~~(date~~or indirectly, of ~~acquisition)~~more ~~through~~than ~~December~~50 31percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, ~~2010~~for example, by contract, lease, agreement with other stockholders, or by court decree. ~~All~~ The ~~inter~~Company consolidates all less-~~company~~than-majority-owned ~~balances~~subsidiaries, ~~and~~if ~~transactions~~any, ~~have~~in ~~been~~which ~~eliminated~~the parent’s power to control exists.

The Company’s consolidated subsidiaries and/or entities are as follows:

Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition, if applicable)	Attributable interest
Spiral Toys LLC.	State of California	July 11, 2011 (July 1, 2014)		100	%

Lexi-Luu Designs Inc. (discontinued 7/1/2014)	The State of Nevada	September 3, 2010 (September 15, 2010)		80	%

Spiral Toys LTD	British Columbia	February 27, 2015		100	%

Spiral Toys Hong Kong Ltd.	Hong Kong	March 2015		100	%

The consolidated financial statements include all accounts of the Company and its consolidated subsidiaries and/or entities as of the reporting period ending dates and for the reporting periods then ended. All inter-company balances and transactions have been eliminated.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with ~~U.S.~~accounting ~~GAAP~~principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of financial instruments; allowance for doubtful accounts; inventory valuation and obsolescence; the carrying value, recoverability and impairment, if any, of long-lived assets including the values assigned to and the estimated useful lives of equipment, and goodwill; interest rate; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision, deferred tax assets and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

~~Page 41~~F-8

~~ROCAP~~Management bases ~~MARKETING~~its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, ~~INC~~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. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

~~Notes~~Actual results tocould ~~Consolidated~~differ ~~Financial~~from ~~Statements~~those estimates.

~~December 31, 2010~~Revenue Recognition

~~Note~~Revenues from 2the -sales ~~Summary~~of our products are recognized when persuasive evidence of ~~Significant~~an ~~Accounting~~arrangement ~~Policies~~exists, ~~(continued)~~title and risk of loss have passed to the buyer, the price is fixed or readily determinable and collection is reasonably assured.

~~Management~~Revenues from ~~bases~~royalty ~~its~~income ~~estimates on historical experience~~ and onproduct ~~various~~sales ~~assumptions that~~ are ~~believed~~recognized towhen bepersuasive ~~reasonable~~evidence ~~under~~of ~~the~~an ~~circumstances~~arrangement exists, ~~the~~title ~~results~~and risk of ~~which~~loss have ~~form~~passed to the ~~basis~~buyer, ~~for~~the ~~making~~price ~~judgments~~is ~~about~~fixed ~~the~~or ~~carrying~~readily ~~values~~determinable ~~of assets~~ and ~~liabilities~~collection ~~that~~is ~~are~~reasonably ~~not~~assured, ~~readily~~as ~~apparent~~noted ~~from~~in ~~other~~the ~~sources~~appropriate accounting guidance.

~~Management~~Revenue was ~~regularly~~comprised reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.of:

	●	Consulting and other revenue is recognized upon the fulfillment of contractual milestones with pre-set remuneration;

	●	Revenue from the manufacture of the electronic component contained within the CloudPets line is recognized upon shipment of the completed electronic part to the third party;

	●	Royalty revenue from license fees and reimbursement of product development costs, which is earned when the Cloudpets are shipped to the retailer.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The Company follows paragraph 310-10-50-9 of the FASB Accounting Standards Codification to estimate the allowance for doubtful accounts. The Company performs on-going credit evaluations of its customers and adjusts credit limits based upon payment history and the customers’ current credit worthiness, as determined by the review of their current credit information; and determines the allowance for doubtful accounts based on historical write-off experience, customer specific facts and economic conditions.

Pursuant to paragraph 310-10-50-2 of the FASB Accounting Standards Codification account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company has adopted paragraph 310-10-50-6 of the FASB Accounting Standards Codification and determines when receivables are past due or delinquent based on how recently payments have been received.

Outstanding account balances are reviewed individually for collectability. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Bad debt expense is included in general and administrative expenses, if any.

The Company’s allowance for doubtful accounts was $48,191 for December 31, 2015 and $0 for 2014.

The Company does not have any off-balance-sheet credit exposure to its customers.

F-9

Gross Margin

Gross margin is equal to product sales, net of allowances less cost of goods sold. Cost of goods sold is associated with sales of our CloudPets products and includes direct costs associated with the purchase of components, sub-assemblies, and finished goods, and costs associated with the packaging, preparation, and shipment of the product.

Sales Return Allowances.

The Company sells products to distributors who resell the products to end customers. Sales returns allowances are estimated based on historical return data, and recorded at the time of sale. If the quality or efficacy of our products deteriorates or market conditions otherwise change, actual returns could be significantly higher than estimated, resulting in potentially material differences in cash flows from operating activities. In the absence of substantial historical sales/return data, for the year ended December 31, 2015, the Company set up a reserve for returned components. The estimate used is 0.5% of product sales and is recorded as a reduction in revenue. In future quarters, the adequacy of this reserve will be ascertained and increased/decreased accordingly based on historical data.

Research and Development

Internal research and development costs are expensed as incurred. Non-refundable third party research and development costs are expensed when the contracted work has been performed.

Accounting for Debt Modifications and Extinguishments

If a debt modification is deemed to have been accomplished with debt instruments that are substantially different, the modification is accounted for as a debt extinguishment in accordance with FASB ASC 470-50, whereby the new debt instrument is initially recorded at fair value, and that amount is used to determine the debt extinguishment gain or loss to be recognized and the effective rate of the new instrument. If the present value of the cash flows under the terms of the new debt instrument is at least ten percent different from the present value of the remaining cash flows under the terms of the original instrument, the modification is deemed to have been accomplished with debt instruments that are substantially different. If it is determined that the present values of the original and new debt instruments are not substantially different, then a new effective interest rate is determined based on the carrying amount of the original debt instrument and the revised cash flows.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
	Level 1 —	Valuation based on unadjusted quoted market prices in active markets for identical securities.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
	Level 2 —	Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.
	Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement, and involve management judgment.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

F-10

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, other receivables, ~~inventory,~~ accounts payable salaries payable and interest payable, approximate their fair values because of the short maturity of these instruments.

The Company’s notes payable line item approximates the fair value of such ~~instrument~~instruments based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, ~~2010~~2015.

Transactions involving related parties cannot be presumed to be carried out on an arm'’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm'’s-length transactions unless such representations can be substantiated.

~~Page~~It 42is not, however, practical to determine the fair value of advances from stockholders, if any, due to their related party nature.

~~ROCAP~~Beneficial ~~MARKETING,~~Conversion ~~INC.~~Features of Notes

~~Notes~~In accordance with FASB ASC 470-20, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, we recognize the advantageous value of conversion rights attached to ~~Consolidated~~convertible ~~Financial~~debt. ~~Statements~~Such rights give the debt holder the ability to convert debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to us. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of debentures and related accruing interest is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the interest method.

December 31, 2010

Note 2 - Summary of Significant Accounting Policies (continued)

It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.

Fair Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis

The Company identifies potentially excess and slow-moving inventories by evaluating turn rates, inventory levels and other factors. Excess quantities are identified through evaluation of inventory aging, review of inventory turns and historical sales experiences. The Company provides lower of cost or market reserves for such identified excess and slow-moving inventories. The Company establishes a reserve for inventory shrinkage, if any, based on the historical results of physical inventory cycle counts.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include property and equipment, ~~goodwill and deposits~~ are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; and (v) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events( See Footnote 6 “Acquisition of Spiral Toys LLC” for a discussion of the impairment of goodwill and the subsequent charge-off.

Management will periodically review the recoverability of the capitalized oil and gas properties. Management takes into consideration various information including, but not limited to, historical production records taken from previous oil and gas operations, results of exploration activities conducted to date, estimated future prices and reports and opinions of outside consultants. When it is determined that a project or property will be abandoned or its carrying value has been impaired, a provision is made for any expected loss on the project or property.F-11

~~The~~Inherent ~~impairment~~Risk ~~charges, if any, is included~~ in ~~operating expenses in~~ the ~~accompanying statements of operations.~~Estimates

~~Business~~Management ~~Combination~~makes estimates of fair values based upon assumptions believed to be reasonable. These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined portfolio of products and/or services, and discount rates used to establish fair value. These estimates are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

InCash accordance with section 805-10-05 of the FASB Accounting Standards Codification the Company allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values.Equivalents

Management makes estimates of fair values based upon assumptions believed to be reasonable. These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined product portfolio, and discount rates used to establish fair value. These estimates are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.

Page 43

ROCAP MARKETING, INC.

Notes to Consolidated Financial Statements

December 31, 2010

Note 2 - Summary of Significant Accounting Policies (continued)

Cash and Cash Equivalents

For the purposes of the statement of cash flows, the Company considers all investments with original maturities of three months or less to be cash equivalents.

Accounts Receivable

Accounts receivable are recorded at the invoiced amount, net of an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience, customer specific facts and economic conditions. Bad debt expense is included in general and administrative expenses, if any.

Outstanding account balances are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The Company’s allowance for doubtful accounts was $1,280 as of December 31, 2010.

The Company does not have any off-balance-sheet credit exposure to its customers.

Inventories

The Company values inventories, consisting of raw materials, which consist of fittings and other components necessary to assemble the Company’s finished goods, and finished goods, which consist of dance wear held for sale, at the lower of cost or market. Cost is determined on a weighted average cost basis. Cost of finished goods comprises direct labor, direct materials, direct production cost and an allocated portion of production overhead. The Company follows paragraph 330-10-30-3 of the FASB Accounting Standards Codification for the allocation of production costs and charges to inventories. The Company allocates fixed production overhead to inventories based on the normal capacity of the production facilities expected to be achieved over a number of periods or seasons under normal circumstances, taking into account the loss of capacity resulting from planned maintenance. Judgment is required to determine when a production level is abnormally low (that is, outside the range of expected variation in production). Factors that might be anticipated to cause an abnormally low production level include significantly reduced demand, labor and materials shortages, and unplanned facility or equipment down time. The actual level of production may be used if it approximates normal capacity. In periods of abnormally high production, the amount of fixed overhead allocated to each unit of production is decreased so that inventories are not measured above cost. The amount of fixed overhead allocated to each unit of production is not increased as a consequence of abnormally low production or idle plant and unallocated overheads of underutilized or idle capacity of the production facilities are recognized as period costs in the period in which they are incurred rather than as a portion of the inventory cost.

The Company regularly reviews raw materials and finished goods for resale inventories on hand and, when necessary, records a provision for excess or obsolete inventories based primarily on current selling price, sales prices of confirmed backlog orders and spot market prices.

Page 44

ROCAP MARKETING, INC.

Notes to Consolidated Financial Statements

December 31, 2010

Note 2 - Summary of Significant Accounting Policies (continued)

There was no inventory obsolescence at December 31, 2010.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred. Depreciation of property and equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives ranging from three to five years for tooling, five years for computers and vehicles, and five to seven years for furniture and equipment. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statement of operations. Leasehold improvements, if any, are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

~~Goodwill~~Leasehold improvements, if any, are amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever is shorter. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

Goodwill represents the excess of the cost of an acquired entity over the fair value of the net assets at the date of acquisition. Under paragraph 350-20-35-1 of the FASB Accounting Standards Codification, goodwill acquired in a business combination with indefinite useful lives are not amortized; rather, goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired.

The goodwill impairment test has two steps. The first step identifies potential impairments by comparing the fair value of a reporting unit with its carrying value, including goodwill. The fair values are determined based on a combination of valuation techniques including the expected present value of future cash flows, a market multiple approach, and a comparable transaction approach. If the fair value of a reporting unit exceeds the carrying value, goodwill is not considered impaired and the second step is not necessary. If the carrying value of a reporting unit exceeds the fair value, the second step calculates the possible impairment loss by comparing the implied fair value of goodwill with the carrying value. If the implied fair value of the goodwill is less than the carrying value, an impairment charge is recorded.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include (a). affiliates of the Company; (b). entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c). trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d). principal owners of the Company; (e). management of the Company; (f). other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g). other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: ( a). the nature of the relationship(s) involved; (b). description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c). the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d). ~~aounts~~ amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

~~Page 45~~F-12

ROCAP MARKETING, INC.

Notes to Consolidated Financial Statements

December 31, 2010

Note 2 - Summary of Significant Accounting Policies (continued)

Commitment and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

~~Revenue~~Non-controlling ~~Recognition~~Interest

The Company ~~applies~~follows paragraph 810-10-65-1 of the ~~provisions~~FASB ofAccounting ~~ASC~~Standards ~~605~~Codification ~~which~~to ~~provides~~report ~~guidance~~the onnon-controlling interest in the ~~recognition,~~consolidated ~~presentation~~balance sheets within the equity section, ~~and~~separately ~~disclosure~~from ofthe ~~revenue~~Company’s instockholders’ ~~financial~~equity. ~~statements~~Non-controlling ~~filed~~interest ~~with~~represents the ~~SEC~~non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary. ~~ASC~~Non-controlling ~~605~~interest is ~~outlines~~adjusted for the ~~basic~~non-controlling ~~criteria~~interest ~~that~~holder’s ~~must~~proportionate beshare ~~met~~of tothe ~~recognize~~earnings ~~revenue~~or losses and ~~provides~~other ~~guidance~~comprehensive income ~~for~~(loss), ~~disclosure~~if ~~related~~any, and the non-controlling interest continues to ~~revenue~~be ~~recognition~~attributed ~~policies.~~its share of losses even if that attribution results in a deficit non-controlling interest balance.

InGeneral general, the Company recognizes revenue related to sales of dance wear when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and ~~(iv)~~Administrative ~~collectability is reasonably assured.~~Expenses

~~Advertising~~General and administrative expenses include those indirect costs of operating the business such as office supplies, travel and utilities. Net shipping and handling costs are immaterial and are therefore included in general administrative expenses.

~~Advertising~~Share-Based ~~costs are expensed as incurred. Advertising expenses totaled $8,008 for the period ended December 31, 2010.~~Compensation

~~Page~~All 46issuances of the Company’s common stock for non-cash consideration have been assigned a per share amount equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. The majority of non-cash consideration received pertains to services rendered by consultants and others and has been valued at the market value of the shares on the measurement date.

~~ROCAP~~The ~~MARKETING~~Company accounts for equity instruments issued to consultants and vendors in exchange for goods and services in accordance with the provisions of FASB ASC 505-50-30, Equity-Based ~~INC~~Payments to Non-Employees, (“ASC 505-50-30”). Under ASC 505-30-30, the measurement date for the fair value of the equity instruments issued is determined at the earlier of (i) the date at which a commitment for performance by the consultant or vendor is reached or (ii) the date at which the consultant or vendor’s performance is complete. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

~~Notes~~Under the relevant accounting guidance, assets acquired in exchange for the issuance of fully vested, non-forfeitable equity instruments are not presented or classified as an offset to ~~Consolidated~~equity ~~Financial~~on ~~Statements~~the grantor’s balance sheet once the equity instrument is granted for accounting purposes. Accordingly, the Company records the fair value of the fully vested, non-forfeitable common stock issued for future consulting services as prepaid expense in its consolidated balance sheet.

~~December 31, 2010~~F-13

Note 2 - Summary of Significant Accounting Policies (continued)

Stock-Based Compensation for Obtaining Employee Services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of ~~share~~each ~~options~~option ~~and~~award ~~similar instruments~~ is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

·● Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. ● Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. ● Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. ● Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments. The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718F-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate employee termination behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a newly formed corporation.14

·Equity Instruments Issued to Parties other than Employees for Acquiring Goods or Services

~~Expected~~The ~~volatility~~Company ofaccounts ~~the~~for ~~entity’s~~equity ~~shares~~instruments issued ~~and the method used~~ to ~~estimate~~parties ~~it. An~~other ~~entity~~than ~~that~~employees uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for itacquiring togoods estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or ~~similar~~services ~~instruments~~under asguidance ~~its expected volatility. If shares~~ of aSubtopic ~~company~~505-50 ~~are thinly traded the use~~ of ~~weekly or monthly price observations would generally be more appropriate than~~ the ~~use~~FASB ofAccounting Standards ~~daily~~Codification ~~price~~(“Subtopic observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market505-50”).

·Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

~~Expected~~Pursuant ~~annual~~to ~~rate~~ASC paragraph 505-50-25-7, if fully vested, non-forfeitable equity instruments are issued at the date the grantor and grantee enter into an agreement for goods or services (no specific performance is required by the grantee to retain those equity instruments), then, because of ~~quarterly~~the ~~dividends~~elimination of any obligation on the part of the counterparty to earn the equity instruments, a measurement date has been reached. An ~~entity~~A grantor shall recognize the equity instruments when they are issued (in most cases, when the agreement is entered into). Whether the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity under the requirements of paragraph 505-50-45-1) depends on the specific facts and circumstances. Pursuant to ASC paragraph 505-50-45-1, a grantor may conclude that ~~uses~~an asset (other than a ~~method~~note or a receivable) has been received in return for fully vested, non-forfeitable equity instruments that ~~employs~~are ~~different~~issued ~~dividend~~at ~~rates~~the ~~during~~date the ~~contractual~~grantor ~~term~~and ~~shall~~grantee ~~disclose~~enter ~~the~~into ~~range~~an ofagreement ~~expected~~for ~~dividends~~goods ~~used~~or services (and no specific performance is required by the ~~weighted~~grantee in order to retain those equity instruments). Such an asset shall not be displayed as contra-~~average~~equity by ~~expected~~the ~~dividends~~grantor of the equity instruments. The ~~expected~~transferability ~~dividend~~(or ~~yield~~lack isthereof) ~~based~~of on the ~~Company’s~~equity ~~current~~instruments ~~dividend~~shall ~~yield~~not asaffect the balance ~~best~~sheet ~~estimate~~display of ~~projected~~the ~~dividend~~asset. ~~yield~~This guidance is limited to transactions in which equity instruments are transferred to other than employees in exchange for ~~periods~~goods ~~within~~or ~~the~~services. ~~expected~~Section ~~contractual~~505-50-30 ~~life~~provides guidance on the determination of the ~~option~~measurement date ~~and~~for ~~similar~~transactions ~~instruments~~that are within the scope of this Subtopic.

·Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a stock option that the counterparty has the right to exercise expires unexercised.

~~Risk-free~~Pursuant ~~rate(s).~~to AnASC ~~entity~~paragraph ~~that~~505-50-30-S99-1, if ~~uses~~the Company receives a ~~method~~right ~~that~~to ~~employs~~receive ~~different~~future ~~risk-free~~services ~~rates~~in ~~shall~~exchange ~~disclose~~for ~~the~~unvested, ~~range~~forfeitable ofequity ~~risk-free~~instruments, ~~rates~~those ~~used. The~~equity instruments ~~risk-free~~are ~~interest~~treated ~~rate~~as isunissued ~~based~~for onaccounting ~~the~~purposes ~~U.S.~~until ~~Treasury~~the ~~yield~~future ~~curve~~services inare ~~effect~~received at(that is, the ~~time~~instruments ofare not ~~grant~~considered ~~for~~issued ~~periods~~until ~~within~~they ~~the~~vest). ~~contractual~~Consequently, ~~life~~there ofwould be no recognition at the ~~option~~measurement date and ~~similar~~no ~~instruments~~entry should be recorded.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Page 47

ROCAP MARKETING, INC.

Notes to Consolidated Financial Statements

December 31, 2010

Note 2 - Summary of Significant Accounting Policies (continued)

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“Section 505-50-30”).

Pursuant to Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a newly formed corporation.

Expected volatility of the entity’s shares and the method used to estimate it. An entity that uses a method that employs different volatilities during the contractual term shall disclose the range of expected volatilities used and the weighted-average expected volatility. A thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for it to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected contractual life of the option and similar instruments.

Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option and similar instruments.

Pursuant to Paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Page 48

ROCAP MARKETING, INC.

Notes to Consolidated Financial Statements

December 31, 2010

Note 2 - Summary of Significant Accounting Policies (continued)

Income Taxes

The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets 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 the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date.

F-15

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty (50) percent likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no material adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the ~~period~~year ~~from~~ended ~~September 2, 2010 (inception) through~~ December 31, ~~2010~~2015 or 2014.

~~Net~~Valuation ~~Loss~~Allowance ~~per~~and ~~Common~~Risks ~~Share~~and Uncertainties

~~Net~~Management ~~loss~~assesses ~~per~~the ~~common~~available ~~share~~positive and isnegative ~~computed~~evidence ~~pursuant~~to estimate if sufficient future taxable income will be generated to ~~section~~use ~~260-10-45~~the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the ~~FASB~~cumulative ~~Accounting~~loss ~~Standards~~incurred ~~Codification~~over the three-year period ended December 31, 2015. ~~Basic~~ ~~net~~Such ~~loss~~objective ~~per~~evidence ~~common~~limits ~~share~~the isability ~~computed~~to byconsider ~~dividing~~other ~~net~~subjective ~~loss~~evidence bysuch as our projections for future growth. On the ~~weighted~~basis ~~average~~of ~~number~~this evaluation, as of ~~shares~~December 31, 2015, a valuation allowance of ~~common~~$2,235,200 ~~stock~~has ~~outstanding~~been ~~during~~recorded to record only the ~~period. Diluted~~portion ~~net~~of ~~loss~~the ~~per~~deferred ~~common~~tax ~~share~~asset that is ~~computed~~more bylikely ~~dividing~~than ~~net~~not ~~loss~~to bybe ~~the~~realized. ~~weighted~~The ~~average~~amount ~~number~~ of ~~shares~~the ofdeferred ~~common~~tax asset ~~stock~~considered ~~and~~realizable, ~~potentially~~however, ~~outstanding~~could ~~shares~~be adjusted if estimates of ~~common~~future ~~stock~~taxable income during the carryforward period toare reduced ~~reflect~~or increased or if objective negative evidence in the ~~potential~~form ~~dilution~~of ~~that~~cumulative ~~could~~losses ~~occur~~is ~~from~~no ~~common~~longer ~~shares~~present ~~issuable~~and ~~through~~additional ~~contingent~~weight may ~~share~~be ~~arrangements,~~given ~~stock~~to ~~options~~subjective evidence such as our projections for growth. The Company’s policy is to recognize interest and penalties ~~warrants~~related to income tax matters as a component of income tax expense.

~~Page~~Net 49Income (Loss) per Common Share

~~ROCAP~~Net ~~MARKETING,~~income ~~INC~~(loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

~~Notes~~There towere ~~Consolidated~~no ~~Financial~~potentially ~~Statements~~dilutive common shares outstanding for the year ended December 31, 2015 or 2014.

December 31, 2010

Note 2 - Summary of Significant Accounting Policies (continued)

There were no potentially dilutive common shares outstanding for the period from September 2, 2010 (inception) through December 31, 2010.

Cash Flows Reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

F-16

Other Comprehensive Income and Foreign Currency Translation

Statement of Financial Accounting Standards (“SFAS”) No. 130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distribution to owners.

The accompanying consolidated financial statements are presented in United States dollars. The functional currency of Spiral Toys LTD is the Canadian Dollar (“CAD”). The balance sheet accounts of Spiral Toys LTD are translated into United States dollars from CAD at year end exchange rates and all revenues and expenses are translated into United States dollars at average exchange rates prevailing during the periods in which these items arise. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. Translation gains and losses are accumulated as accumulated other comprehensive income (loss), a component of stockholders’ equity.

Subsequent Events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will disclose the date through which subsequent events have been evaluated and that date is the date when the financial statements were issued.

Recently Issued Accounting Pronouncements

In May ~~2011~~2014, the ~~FASB~~Financial ~~issued~~Accounting ~~the~~Standards Board (“FASB”) issued Accounting Standards Update ~~No.~~(“ASU”) ~~2011~~2014-0409, ~~“Fair~~Revenue ~~Value~~from ~~Measurement”~~Contracts with Customers (~~“ASU~~Topic ~~2011-04~~606), which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”)~~. This~~ 605, ~~amendment~~Revenue Recognition, and most industry-specific guidance. ~~are~~The ~~the~~core ~~result~~principle of the ~~work~~guidance byis that an entity should recognize revenue to depict the ~~FASB~~transfer ~~and~~of promised goods or services to customers in an amount that reflects the ~~IASB~~consideration to which the entity expects to ~~develop~~be ~~common~~entitled ~~requirements~~in exchange for ~~measuring~~those ~~fair~~goods ~~value~~or services. The new guidance establishes a five-step model to achieve that core principle and ~~for~~also ~~disclosing~~requires ~~information~~additional disclosures about ~~fair~~the ~~value~~nature, ~~measurements~~amount, intiming, ~~accordance~~and ~~with~~uncertainty Uof revenue and cash flows arising from customer contracts.S ASU 2014-09 was originally effective for interim and annual reporting periods beginning after December 15, 2016. ~~GAAP~~In July 2015, the FASB announced its approval to defer the effective date to annual reporting periods beginning after December 15, 2017, and ~~International~~early ~~Financial~~application ~~Reporting~~would ~~Standards~~be ~~(IFRSs)~~permitted after December 15, 2016. However, the FASB has not yet issued an ASU to finalize the new effective date. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its operating results and financial position.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes, which conforms US GAAP to IFRS by requiring that all deferred taxes be presented as noncurrent. This ~~update~~guidance does not ~~modify~~change the ~~requirements~~existing ~~for~~requirement ~~when~~that ~~fair~~only ~~value~~permits ~~measurements~~offsetting ~~apply;~~within ~~rather,~~a ~~they~~jurisdiction. ASU ~~generally~~2015-17 ~~represent~~will ~~clarifications~~be oneffective ~~how~~for tointerim ~~measure~~ and ~~disclose~~annual ~~fair~~reporting ~~value~~periods ~~under~~beginning ~~ASC~~after ~~820~~December 15, ~~Fair~~2016. ~~Value~~Early ~~Measurement,~~application ~~including~~is permitted. Spiral is currently evaluating the ~~following~~impact ~~revisions:~~of the adoption of ASU 2015-17 on its financial position.

·Functional and Reporting Currency

AnThe ~~entity~~consolidated ~~that~~financial ~~holds~~statements aare presented ~~group~~in ofU.S. ~~financial~~dollars. ~~assets~~The ~~and~~Company’s ~~financial~~functional ~~liabilities~~currency ~~whose~~is ~~market~~the ~~risk~~U.S. ~~(that~~dollar. ~~is,~~The ~~interest~~functional ~~rate~~currency ~~risk,~~of ~~currency~~Spiral ~~risk~~Toys Hong Kong, orLtd. ~~other~~is ~~price~~the ~~risk)~~Hong Kong dollar and ~~credit~~the ~~risk~~functional ~~are~~currency ~~managed~~of onSpiral ~~the~~Toys ~~basis~~LTD ofis the ~~entity’s~~Canadian ~~net~~dollar. ~~risk~~Assets ~~exposure~~and ~~may~~liabilities are ~~apply~~translated anusing ~~exception~~the toexchange rate on the ~~fair~~respective ~~value~~balance ~~requirements~~sheet dates. Items in ~~ASC~~the ~~820~~income ifstatement ~~certain~~and ~~criteria~~cash flow statement are ~~met.~~translated ~~The~~into ~~exception~~U.S. ~~allows~~dollars ~~such~~using ~~financial~~the ~~instruments~~average torates beof ~~measured~~exchange onfor the ~~basis~~periods ofinvolved. ~~the~~The ~~reporting~~resulting ~~entity’s~~translation ~~net,~~adjustments are ~~rather~~recorded ~~than~~as ~~gross,~~a ~~exposure~~separate tocomponent ~~those~~of ~~risks.~~other comprehensive income/(loss) within stockholders’ equity.

·The functional currency of foreign entities is generally the local currency unless the primary economic environment requires the use of another currency. Gains or losses arising from the translation or settlement of foreign-currency-denominated monetary assets and liabilities into the functional currency are recognized in the income in the period in which they arise. However, currency differences on intercompany loans that have the nature of a permanent investment are accounted for as translation differences as a separate component of other comprehensive income/(loss) within stockholders’ equity.

~~In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.~~Litigation

·We account for litigation losses in accordance with U.S. GAAP, loss contingency provisions are recorded for probable losses at management’s best estimate of a loss, or when a best estimate cannot be made, a minimum loss contingency amount is recorded. These estimates are often initially developed substantially earlier than when the ultimate loss is known, and the estimates are refined each accounting period, as additional information is known. Accordingly, we are often initially unable to develop a best estimate of loss; therefore, the minimum amount, which could be zero, is recorded. As information becomes known, either the minimum loss amount is increased or a best estimate can be made, resulting in additional loss provisions. Occasionally, a best estimate amount is changed to a lower amount when events result in an expectation of a more favorable outcome than previously expected. Due to the nature of current litigation matters, the factors that could lead to changes in loss reserves might change quickly and the range of actual losses could be significant, which could materially impact our consolidated results of operations and comprehensive loss and cash flows from operating activities.

~~Additional disclosures about fair value measurements.~~F-17

~~The~~NOTE ~~amendments~~3 in– ~~this~~GOING ~~Update~~CONCERN ~~are~~AND ~~to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.~~MANAGEMENT PLANS

InThe ~~June~~accompanying ~~2011,~~consolidated ~~the~~financial ~~FASB~~statements have ~~issued~~been ~~the~~prepared ~~FASB~~assuming ~~Accounting~~that ~~Standards~~the ~~Update~~Company ~~No.~~will ~~2011-05~~continue ~~“ Comprehensive~~as ~~Income~~a ~~(“ASU~~going ~~2011-05”)~~concern, which ~~was~~contemplates ~~the~~continuity ~~result~~ of ~~a joint project with the IASB and amends the guidance in ASC 220~~operations, ~~Comprehensive Income, by eliminating the option to present components~~ realization of ~~other comprehensive income (OCI) in the statement of stockholders’ equity. Instead~~assets, ~~the~~and ~~new~~liquidation ~~guidance now gives entities the option to present all nonowner changes in stockholders’ equity either as a single continuous statement~~ of ~~comprehensive~~liabilities ~~income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income~~ in ~~a single continuous statement or in two separate but consecutive statements,~~ the ~~amendments~~normal ~~require~~course ~~entities to present all reclassification adjustments from OCI to net income on the face~~ of ~~the statement of comprehensive income~~business.

~~Page~~As 50reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit at December 31, 2015, a net loss and negative cash flows from operating activities for the year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

ROCAP MARKETING, INC.

Notes to Consolidated Financial Statements

December 31, 2010

Note 2 - Summary of Significant Accounting Policies (continued)

The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Note 3 - Going Concern

As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit at December 31, 2010, a net loss and net cash used in operating activities for the period from September 2, 2010 (inception) through December 31, 2010.

While the Company is attempting to establish an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern, the Company’s cash position may not be significant enough to support the Company’s daily operations. Management intends to raise additional funds by seeking equity and/or debt financing. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate revenues.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary ifshould the Company isbe unable to continue as a going concern.

~~Note~~NOTE 4 ~~- Acquisition~~– NOTES PAYABLE

OnNotes ~~September 15, 2010, the Company entered into a stock exchange agreement with an individual issuing 2,500,000 shares of common stock for all of the issued and outstanding stock of Lexi~~Payable-~~Luu~~Related Designs, Inc (“Lexi-Luu”). The shares were valued at par. The Company also assumed $10,480 of debt in excess of the value of the tangible assets acquired. The excess value is recorded as goodwill. Parties

~~The~~At ~~acquisition~~December ~~was accounted for using the purchase method of accounting in accordance with section 805-10-55 of the FASB Accounting Standards Codification by allocating the purchase price over the assets acquired~~31, ~~including~~2015 ~~intangible assets~~ and ~~liabilities~~December ~~assumed~~31, ~~based on their estimated fair values at~~ 2014 the ~~date~~Company ofhad ~~acquisition. The excess of~~ the ~~liabilities~~following ~~assumed~~uncollateralized ~~and~~notes ~~the~~payable ~~purchase price over the net assets acquired was recorded as goodwill. The purchase price has been allocated~~ to ~~the~~related ~~assets and liabilities as follows~~parties:

Total assets acquired	$	39,977
Goodwill		10,480
Total liabilities assumed		(47,957)
Purchase price	$	2,500

F-18

Page 51

	December 31, 2015		December 31, 2014

Note dated October 25, 2010, with interest at 12% per annum, due on demand	$	-	$	15,000
Note dated January 27, 2012, non-interest bearing, due on January 26, 2013		-		5,000
Note dated February 27, 2012, non-interest bearing, due on February 26, 2013		-		5,000
Note dated March 31, 2012, non-interest bearing, due on March 30, 2013		-		250
Note dated April 18, 2012, with interest at 10% per annum, due on April 17, 2013		-		2,472
Note dated April 18, 2012, with interest at 10% per annum, due on April 17, 2013		-		2,471
Note dated June 15, 2012, with interest at 10% per annum, due on June 14, 2013		-		5,000
Note dated June 15, 2012, with interest at 10% per annum, due on June 14, 2013		-		5,000
Note dated June 15, 2012, with interest at 10% per annum, due on June 14, 2013		-		2,943
Note dated January 23, 2013, with interest at 10% per annum, due on demand		-		2,970
Note dated March 5, 2013, with interest at 10% per annum, due on demand		-		7,500
Note dated March 20, 2013, with interest at 10% per annum, due on demand		-		8,700
Note dated June 3, 2013, with interest at 10% per annum, due on demand		-		10,000
Note dated June 12, 2013, with interest at 10% per annum, due on demand		-		10,000
Note dated October 9, 2013, with interest at 10% per annum, due on demand		-		8,432
Note dated December 12, 2013, with interest at 10% per annum, due on demand		-		15,000
Note dated March 25, 2014, with interest at 10% per annum, due on demand		-		10,000
Total related-party notes payable - current	$	-	$	115,738

~~ROCAP~~In ~~MARKETING~~connection with the acquisition of Spiral, the ~~INC~~holders of the Notes Payable-related parties agreed the notes would not be payable until the Company has raised at least $2 million in financing, and the Company agreed that the holders could, at any time, convert the principal and interest on the notes into common stock at $0.25 per share.

~~Notes~~Convertible toShort ~~Consolidated~~Term ~~Financial Statements~~Notes

In July 2014, Spiral engaged a firm to provide marketing services. As part of the agreement, the vendor receives $7,000 per month in convertible notes which can be exchanged for common stock at $0.25 per share. Should the vendor chose to receive the common stock, it receives an equal number of shares in a “bonus” payment. As of December 31, ~~2010~~2014, $42,000 was due the vendor as a result of services provided during the fourth quarter of 2014. These shares (amounting to 168,000) were issued in March 2015. A comparable amount of Notes and shares were issued in November 2014 for amounts outstanding as of September 30, 2014.

~~Note~~The 5Company has recognized interest expense of $52,521 and $54,065 for the twelve months ending December 31, 2015 and 2014, respectively. For the year ended December 31, 2105, $42,000 was reported related to the above referenced convertible notes to the marketing firm and $9,175 for the related party notes. Of the amounts reported in 2014, $12,065 relates to the notes payable- ~~Inventory~~ related parties while $42,000 was incurred as interest on convertible short term notes during the Year.

~~The~~NOTE ~~Company’s~~5 ~~inventory~~– atDISCONTINUED ~~December 31, 2010 consisted of the following:~~OPERATIONS

	December 31, 2010
Raw materials	$	-
Work in Progress		-
Finished goods		22,640
Total Inventory	$	22,640

On July 1, 2014 the Company transferred to Mr. Hubert J. Blanchette, CEO of Lexi-Luu Designs, Inc., (“Lexi-Luu”) 2,500,000 shares of common stock of Lexi-Luu, representing 80% of the issued and outstanding shares in Lexi-Luu Designs, Inc. In exchange for the interest in Lexi-Luu, Mr. Blanchette surrendered to the Company 2,500,000 shares of the Company’s common stock.

~~Note~~The 6Company originally purchased the 2,500,000 shares of Lexi- ~~Equipment~~Luu in 2010 pursuant to a Stock Purchase and Share Exchange Agreement dated as of September 30, 2010 (“the Agreement”). The transfers on July 1, 2014 occurred upon Mr. Blanchette’s exercise of an option given him in Section 3.3 of the Agreement, which provided Mr. Blanchette the right to exchange his shares in the Company for the shares of Lexi-Luu if the Company entered into an acquisition transaction that resulted in the dilution of Mr. Blanchette’s interest in the Company. The Company completed such an acquisition with its acquisition of Spiral Toys LLC. on July 1, 2014.

~~The following is a summary of equipment at December 31, 2010:~~F-19

	December 31, 2010
Equipment	$	4,240
Less: accumulated depreciation		(279)
Net Property and Equipment	$	3, 961

The Company’s financial statements have been retroactively restated so as to segregate the operations of the Lexi-Luu subsidiary, and to re-label such operations as discontinued. The Company’s financial statements as of December 31, 2014 report the gain on the Lexi-Luu disposition based on the removal of the balances as of July 1, 2014 as an increase in additional paid-in capital. The following table shows the assets and liabilities of Lexi-Luu as of July 1, 2014 as well as results of operations for the six months ended July 1, 2014.

Depreciation expense for the period from September 2, 2010 (inception) through December 31, 2010 was $279, respectively.

	July 1, 2014
Assets	$	71,339
Liabilities	$	512,840
Net Revenues	$	210,767
Net Income (Loss)	$	(23,752	)

~~Note~~Upon 7disposition –of ~~Notes~~Lexi-Luu ~~Payable~~on July 1, 2014, the net assets and liabilities were removed from the balances of the Company resulting in $373,408 being posted to additional paid in capital of the Company. As these transactions were with a related party, the gain on the disposition was recorded as an addition to Additional Paid in Capital.

~~During~~The ~~the~~following ~~period~~table ~~from~~shows ~~September 2, 2010 (inception) through December 31, 2010,~~ the ~~Company~~results ~~entered~~of ~~into three (3) promissory notes with an individual for $92,500 in aggregate. The notes carry interest rates~~ operations of 8%Lexi-Luu toduring ~~12%,~~certain ~~per~~periods ~~annum,~~when ~~with~~it ~~interest~~was ~~only~~owned ~~payments~~by ~~beginning February, 2011 through October, 2012, at which time outstanding interest and principal is due and payable. As of December 31, 2010~~ the Company ~~has accrued $1,891 of interest associated with these notes.~~:

Note 8 –Stockholders’ Deficit

	For the Period Ended
	December 31, 2015		June 30, 2014
Sales	$	-	$	210,767
Cost of Goods Sold		-		110,368
Gross Profit		-		100,399
Operating Expenses		-		115,969
Loss from Operations		-		(15,570	)
Other Income (Expenses)		-		(8,182	)
Net Loss	$	-	$	(23,752	)

~~The~~NOTE ~~Company~~6 ~~has~~– ~~1,000,000~~ACQUISITION ~~preferred~~OF ~~shares~~SPIRAL ~~authorized at a par value of $0.001. As of December 31, 2010 the Company has no preferred shares issued or outstanding.~~TOYS LLC

~~The Company has 74~~Spiral,~~000,000~~ ~~common~~LLC ~~shares~~Share ~~authorized~~Exchange ~~at a par value of $0.001. As of December 31, 2010 the Company has 18,590,667 shares of common stock issued and outstanding.~~ Agreement

On ~~September~~May 227, ~~2010~~2014 the Company ~~issued~~entered 13into a Share Exchange Agreement (“the Agreement”) with Spiral Toys LLC,~~000~~ a California limited liability company (“Spiral”) and Mark Meyers,~~000~~ ~~shares~~the sole member of ~~common~~Spiral. ~~stock~~The toAgreement ~~the~~was ~~Company’s~~amended ~~founders~~on atJune ~~par~~30, or2014. ~~$13~~On July 1,~~000~~ in2014, ~~cash~~the acquisition and other transactions contemplated by the Agreement were completed.

OnPursuant ~~September~~to 15the Agreement, ~~2010~~on July 1, 2014 the Company ~~entered~~purchased ~~into~~from aMark ~~stock~~Meyers all of the membership interest in Spiral. In exchange ~~agreement~~for ~~with~~ownership anof ~~individual~~Spiral, ~~issuing~~the 2Company issued 18,~~500~~130,~~000~~667 shares of its common stock ~~for~~to ~~the~~Mark ~~issued~~Meyers and his assignees, representing 50% of the outstanding shares. The shares were valued at $0.15 per share which is the common stock for cash sales price at the time of ~~Lexi-Luu~~the ~~Designs~~transaction. Rocap also agreed to institute a bonus program pursuant to which Mark Meyers could earn an additional 4,126,133 ~~Inc.~~ shares of common stock based upon performance criteria as follows:

~~During~~● ~~2010~~If during any fiscal quarter, the Company’s Operations provide net cash, calculated in accordance with generally accepted accounting principles, then the Company will issue to Meyers 2,063,067 shares of common stock; ● If during each of the three consecutive calendar months the Company records “Adjusted Income from Operations derived from the Company Operations, then Meyers will be issued 32,~~090~~063,~~667~~066 shares of common stock. ~~for~~Adjusted Income from Operations shall mean income from Operations, calculated in accordance with generally accepted accounting principles, including appropriate accruals but excluding any non-cash transactions such as stock-based compensation of ~~$60~~amortization of goodwill. ● In the event that the Company becomes a party to a merger or consolidation in which the Company is not the surviving entity,~~098~~ or in the event that the Company sells substantially all of its asset and adopts a plan of liquidation, and if, on the date the Company executes the contract agreeing to ~~various~~such ~~individuals.~~merger, consolidation or sale, the Company has recorded revenue during the preceding fiscal quarter, then the day prior to the effective date of such transaction the Company share issue 4,126,133 shares of common stock, less any stock issued in 1 and 2 above

~~Page~~Effective 52July 1, 2014 in connection with the acquisition, the Company recognized cash of $8 and liabilities (Advance from distributor) of $120,567. The Company recognized $2,840,203 of goodwill with this transaction.

~~ROCAP~~At ~~MARKETING~~the closing on July 1, ~~INC~~2014, pursuant to the Agreement, Mr. William Clayton resigned from the Company’s Board of Directors and from his position on as Chief Operations Officer of the Company. The Board thereupon appointed Mark Meyers to serve as a member of the Board of Directors and as Chief Executive Officer of the Company.

~~Notes~~In connection with the closing, Gordon McDougall (for himself and his company, Tezi Advisory) and Peter Henricsson agreed to ~~Consolidated~~modify ~~Financial~~the ~~Statements~~loans payable to them from the Company, which have an aggregate balance of approximately $120,000. The loans will be payable only when the Company has obtained financing of no less than $2,000,000, but will be convertible into the Company’s common stock at the creditor’s option at any time at a conversion rate of $0.25 per share.

~~December 31, 2010~~F-20

~~Note~~Additionally, 9salaries –payable ~~Concentrations~~of $276,250 were forgiven as part of the Spiral acquisition. These amounts, principally to two individuals, were eliminated and credited to Additional Paid in Capital.

~~During~~Goodwill of $2,840,203 was recorded upon the acquisition ~~period~~of ~~ended~~Spiral. ~~December~~The 31Company analyzes the goodwill periodically and if impairment is determined, ~~2010~~adjusts the ~~Company~~balances ~~derived~~accordingly. During ~~17%~~the fourth quarter of ~~its~~2014, ~~revenues~~management ~~from~~determined ~~one~~that ~~company~~a complete write-off of the goodwill was justified and recorded an impairment charge of the full amount.

~~Note~~For 10the –twelve-month ~~Income~~period ~~Taxes~~ended December 31, 2014 the operations of Spiral consisted of the following:

Deferred tax assets

	12/31/2014
Sales	$	290,480
Operating Expenses		(618,567	)

Net Loss	$	(328,087	)

AtNOTE December 31, 2010, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $101,135 that may be offset against future taxable income through 2030. No tax benefit has been reported with respect to these net operating loss carry7-~~forwards~~ inCOLLABORATIVE the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $34,386 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $34,386.ARRANGEMENTS

~~Deferred~~The ~~tax assets~~Company ~~consist~~entered ~~primarily~~into a distribution agreement with a Hong Kong based entity in 2013. Spiral receives 50% of the ~~tax~~revenue ~~effect~~generated in the sale of ~~NOL~~the ~~carry-forwards. The~~items, ~~Company~~net ~~has~~of ~~provided~~the toy’s cost of production and a ~~full~~10% ~~valuation~~allocation ~~allowance~~to onthe distributor for overhead. In addition, certain development costs were funded by the ~~deferred~~distribution ~~tax~~entity ~~assets~~and ~~because~~will be repaid out of the ~~uncertainty~~proceeds ~~regarding~~of ~~its~~the ~~realizability~~toy sales. ~~The~~ ~~valuation~~At ~~allowance~~the ~~increased~~end ~~approximately~~of ~~$34~~2014,~~386~~ ~~for~~the amount due the ~~period~~distributor totaled ~~from~~$0. ~~September~~Sales 2recorded during 2014 were $194,321. ~~2010~~There ~~(inception)~~was ~~through~~no ~~December~~operations ~~31,~~in ~~2010~~2015.

~~The~~NOTE ~~tax~~8 ~~effects~~– ofSTOCKHOLDERS’ ~~significant items comprising the Company's net deferred taxes as of December 31, 2010 were as follows:~~ EQUITY (DEFICIT)

	December 31, 2010
Cumulative NOL	$	101,135
Deferred Tax assets:
(34% Federal)
Net operating loss carry forwards		34,386
Valuation allowance		(34,386)
	$	-

Shares Authorized

~~Income~~Upon ~~taxes~~formation inthe total number of shares of all classes of stock which the ~~statements~~Company is authorized to issue is Seventy Five Million (75,000,000) shares of ~~operations~~which One Million (1,000,000) shares are preferred stock, par value $0.001 per share, and Seventy Four Million (74,000,000) shares are common stock, par value $0.001 per share.

ACommon ~~reconciliation~~Stock ofIssued ~~the~~for ~~federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:~~Services

	For the Period from September 2, 2010 (inception) through December 31, 2010
Federal statutory income tax rate		34.0%
Change in valuation allowance on net operating loss carry-forwards		(34.0)
Effective income tax rate		0.0%

The Company entered into agreements with vendors providing legal services, investment banking services, public relations services and marketing services, who received all or a portion of their remuneration in common stock equity. The Company records the appropriate expense as the shares are earned over the terms of their underlying agreements. As of December 31, 2015, all shares issued for these services were vested. In accordance with FASB ASC 505-50, the shares issued are periodically valued, as earned, through the vesting period.

~~Page~~On January 5312, 2015, the Company issued 312,500 shares of common stock to three consultants initially valued at $46,875 in satisfaction of outstanding accounts payable of which $9,375 represented amounts incurred in 2014. The Company records the appropriate expense as the shares are earned over the terms of their underlying agreements. During the year ended December 31, 2015, the Company recorded $37,500 as legal and professional expenses.

~~ROCAP~~On February ~~MARKETING~~18 and March 19, ~~INC~~2015, the Company issued 89,636 shares of common stock initially valued at $26,891 to Uptick Capital LLC under a consulting service agreement. During the year ended December 31, 2015, the Company recorded $26,891 legal and professional expenses.

~~Notes~~During the second quarter ended June 30, 2015, the Company issued 589,082 shares of common stock initially valued at $183,868 to ~~Consolidated~~six ~~Financial~~consultants. 200,000 ~~Statements~~shares of common stock were issued in exchange for legal services, 20,000 shares of common stock for public relations services, 33,333 shares of common stock for marketing services and 335,749 shares of common stock for investor relations services. During the year ended December 31, 2015, the Company recorded $183,868 as legal and professional expenses.

~~December 31, 2010~~F-21

~~Note~~During the 11third –quarter ~~Commitments~~ended September 30, 2015, the Company issued 28,063 shares of common stock initially valued at $14,909 to Uptick Capital LLC under a consulting service agreement. In addition, 75,000 shares of common stock valued at $37,875 was issued to a member of the board of directors for services rendered. During the year ended December 31, 2015, the Company recorded $52,784 as legal and ~~Contingencies~~professional expenses.

~~Management~~During ~~agreements~~ the fourth quarter ended December 31, 2015, the Company issued 143,388 shares of common stock initially valued at $53,786 to two consultants. 103,388 shares of common stock were issued in exchange for legal services and 40,000 shares of common stock for public relations services. The Company recorded $53,842 as legal and professional expenses.

OnConvertible ~~September~~Notes 1, 2010, the Company entered into a management agreement (“Management Agreement”) with Peter Henricsson for consulting services to be provided by him (“Consultant”) in the capacity of President of the Company which requires that the Consultant to be paid $3,250 per month for three (3) years from date of signing. The Company is also required to issue the Consultant a total of 960,000 shares of its common stock payable on a quarterly basis over 12 quarters (3 years) commencing March 2011.Payable

On ~~September~~March 1, ~~2010,~~and ~~the~~June ~~Company~~26, entered into a management agreement (“Management Agreement”) with Tezi Advisory Inc for consulting services to be provided by Gordon C. McDougall (“Consultant”) in the capacity of Vice President Finance of the Company which requires that the Consultant to be paid $32015,~~250~~ ~~per~~Echo ~~month~~Factory converted ~~for~~notes ~~three~~payable ~~(3)~~and ~~years~~was ~~from~~issued ~~date of signing. The Company is also required to issue the Consultant~~ a total of ~~960~~336,000 shares of ~~its~~ common stock ~~payable~~valued oninitially aat ~~quarterly~~$84,000 ~~basis~~in ~~over~~connection 12with the ~~quarters~~conversion (3of ~~years)~~notes ~~commencing~~payable ~~March~~(see ~~2011.~~Note 4).

~~Note~~Private ~~12 – Subsequent Events~~Placements

~~The~~During ~~Company~~the ~~has~~three ~~evaluated~~months ~~all~~ended ~~events~~June ~~that~~30, ~~occurred~~2014, the ~~after~~Company ~~the~~completed ~~balance~~a ~~sheet~~private ~~through~~placement ~~the~~of ~~date~~its ~~when~~common ~~the~~stock. ~~financial~~The ~~statements~~Company ~~were~~received ~~issued~~$104,250 toin ~~determine~~aggregate ifgross ~~they~~proceeds ~~must~~from the besale ~~reported.~~of ~~The~~a ~~Management~~total of ~~the~~695,000 ~~Company~~shares ~~determined~~of ~~that~~common ~~the~~stock ~~following~~at ~~reportable~~a ~~subsequent~~price ~~event~~of ~~should~~$0.15 beper ~~disclosed:~~share.

OnDuring ~~March 15, 2011,~~ the ~~Company~~three ~~entered~~months ~~into~~ended ~~two~~September ~~promissory~~30, 2014, ~~notes~~the ~~for~~Company completed a ~~total~~private placement of ~~$50,250~~its ~~with~~common ~~a related party~~stock. ~~These~~ ~~notes~~The ~~bear~~Company ~~interest~~received ~~at 8%~~$115,350 ~~with~~in ~~interest~~aggregate ~~only~~gross ~~payments~~proceeds from ~~beginning~~the ~~August~~sale ~~15,~~of ~~2011~~a ~~through~~total ~~March~~of 15769,000 ~~2014,~~shares atof ~~which~~common ~~time~~stock ~~all~~at ~~outstanding~~a ~~interest~~price ~~and~~of ~~principle~~$0.15 isper ~~due and payable~~share.

OnDuring ~~March~~the ~~15,~~three ~~2011~~months ended December 30, 2014, the Company’s ~~wholly-owned~~completed ~~subsidiary,~~a ~~Lexi-Luu~~private ~~sold~~placement ~~2,000,000~~of ~~shares~~its tocommon astock. ~~third~~The ~~party~~Company ~~for~~received $2558,~~000. As~~500 in aggregate gross proceeds from the sale of a ~~result~~total of 3,383,333 ~~the~~shares ~~Company~~of ~~now~~common ~~owns~~stock ~~80%~~at a price of ~~Lexi-Luu~~$0. 15 per share.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2015, the Company ~~sold~~completed ~~100,000~~a ~~shares~~private placement of its common stock. ~~for~~The Company received $9124,~~000~~900 ~~cash~~in ~~and~~aggregate ~~returned~~gross ~~$50~~proceeds tofrom the ansale ~~investor~~of ~~who~~a ~~purchased~~total ~~shares~~of in416,333 ~~the~~shares ~~2010~~of ~~private~~common ~~placement~~stock inat ~~exchange~~a ~~for~~price ~~25,000~~of ~~common shares~~$0.30 per share.

AsDuring ofthe ~~September~~three months ended June 30, ~~2011~~2015, the ~~Lexi-Luu~~Company ~~has~~completed a ~~note~~private ~~payable~~placement toof anits ~~unrelated~~common ~~third~~stock. ~~party~~The Company received $1,055,800 in aggregate gross proceeds from the ~~amount~~sale of ~~$12~~a total of 3,~~800.~~586,061 ~~The~~shares ~~note~~of iscommon ~~secured~~stock byat ~~inventory,~~a ~~bears~~price nobetween ~~interest~~$0.25 and is$0.30 ~~due~~per ~~on demand~~share.

OnDuring ~~October~~the ~~12,~~three ~~2011~~months ended September 30, 2015, the Company ~~issued~~completed ~~45,000~~a ~~shares~~private placement of its common stock. toThe Company received $864,535 in aggregate gross proceeds from the ~~Wallace~~sale ~~Family~~of ~~Trust~~a ~~for~~total $6of 1,~~750~~921,189 ~~cash~~shares of common stock at a price of $0.45 per share.

~~Page~~Spiral 54Toys LLC and disposition of Lexi-Luu

~~ROCAP~~A ~~MARKETING~~total of 18,130,887 ~~INC~~shares were issued in connection with the acquistion of Spiral Toys LLC and a reduction in the number of outstanding shares of 2,500,000 was recorded in connection with the disposition of Lexi-Luu.

~~UNAUDITED~~NOTE ~~INTERIM~~9 – MANAGEMENT CONTRACTS

~~CONSOLIDATED~~On ~~FINANCIAL~~September ~~STATEMENTS~~1, 2010, the Company entered into a management agreement (“Management Agreement”) with Peter Henricsson for consulting services to be provided by him (“Consultant”) in the capacity of President of the Company which required that the Company (i) to pay the Consultant $3,250 per month for three (3) years from date of signing and (ii) to issue the Consultant a total of 960,000 shares of the Company’s common stock payable on a quarterly basis over the term of the management agreement of 12 quarters (3 years). These shares were valued at $0.002 per share or $1,920 on the date of grant and amortized over the vesting period, or $160 per quarter.

~~September 30, 2011~~F-22

On September 1, 2010, the Company entered into a management agreement (“Management Agreement”) with Tezi Advisory Inc. for consulting services to be provided by Gordon C. OMcDougall N(“Consultant”) Tin Ethe Ncapacity Tof SVice President Finance of the Company which required that the Company to (i) pay the Consultant $3,250 per month for three (3) years from date of signing and (ii) to issue the Consultant a total of 960,000 shares of its common stock payable on a quarterly basis over the term of the management agreement of 12 quarters (3 years). These shares were valued at $0.002 per share or $1,920 on the date of grant and amortized over the vesting period, or $160 per quarter.

Consolidated Balance Sheets	56
Consolidated Statements of Operations	57
Consolidated Statements of Stockholders’ Equity (Deficit)	58
Consolidated Statements of Cash Flows	60
Notes to the Consolidated Financial Statements	61

In connection with the acquisition of Spiral Toys LLC, all management agreements were ended and all accrued amounts due were modified. The Related Party Note was settled for a total of $100,000 during the third quarter of 2015.

~~Page~~NOTE 5510-– CONCENTRATIONS

~~ROCAP~~As ~~MARKETING~~of December 31, ~~INC~~2015, amounts due from one customer, Animal Magic Asia, Limited represents 86% of accounts receivable.

~~Consolidated~~NOTE ~~Balance~~11 ~~Sheets~~– INCOME TAX

				September 30, 2011		December 31, 2010
				(Unaudited)
ASSETS
CURRENT ASSETS:
	Cash			$	535	$	43,980
	Accounts receivable				8,378		11,551
	Other receivables				595		1,533
	Inventory				39,058		22,640
		Total Current Assets			48,566		79,704
PROPERTY AND EQUIPMENT, net					3,325		3,961
OTHER ASSETS
	Goodwill				10,480		10,480
	Deposits				-		3,365
		Total Other Assets			10,480		13,845
			Total Assets	$	62,371	$	97,510
LIABILITIES AND DEFICIT
CURRENT LIABILITIES:
	Accounts payable			$	41,593	$	12,006
	Salaries payable				78,000		24,017
	Customer deposits				12,321		-
	Note payable				12,800
	Interest payable				6,292		1,891
		Total Current Liabilities			151,006		37,914
LONG-TERM LIABILITIES
	Note payable - related parties				142,750		92,500
		Total liabilities			293,756		130,414
ROCAP MARKETING INC. STOCKHOLDERS' DEFICIT:
	Preferred stock at $0.001 par value: 1,000,000 shares authorized; none issued or outstanding				-		-
	Common stock at $0.001 par value: 74,000,000 shares authorized, 19,145,667 and 18,590,667 shares issued and outstanding, respectively				19,146		18,591
	Additional paid-in capital				137,402		57,007
	Accumulated deficit				(376,006)		(108,502)
		Total Rocap Marketing Inc. Stockholders' Deficit			(219,458)		(32,904)
NONCONTROLLING INTEREST
	Noncontrolling interestholder's capital				2,000		-
	Accumulated deficit - noncontrolling interestholder's share				(13,927)		-
NONCONTROLLING INTEREST					(11,927)		-
			Total Deficit		(231,385)		(32,904)
			Total Liabilities and Deficit	$	62,371	$	97,510

The Company and its subsidiaries are included in a consolidated Federal income tax return.

The ~~accompanying~~provision ~~notes~~for ~~are~~income antaxes ~~integral~~is ~~part~~as ~~of these consolidated financial statements.~~follows:

Page 56

	2015	2014
Current:
Federal	-	-
State	-	-
Total Current	-	-
Deferred:	-	-
Total provision for income taxes:	-	-

~~ROCAP~~The ~~MARKETING,~~provision ~~INC~~(benefit) for income taxes differs from the amount computed by applying the statutory U.S. Federal income tax rate of 42.8% in 2015 and 41% in 2014 to the loss before income taxes due to the following for the years ended December 31:

Consolidated Statements of Operations

	2015			2014

Book Income	$	(981,800	)	$	(1,482,400	)
Goodwill amortization		(81,100	)		1,176,200
Allowance for Doubtful Accounts		5,800			-
Meals and Entertainment		4,000			1,000
Unrealized gain/loss on exchange rate		-			-
Stock Compensation Expense		-			3,900
Valuation allowance		1,053,100			301,300
	$	-		$	-

					For the Period From
					September 2, 2010
			For the Nine Months		(Inception)
			Ended		Through
			September 30, 2011		September 30, 2010
			(Unaudited)		(Unaudited)
Sales			$	157,013	$	8,363
Cost of goods sold				110,458		2,345
Gross profit				46,555		6,018
Operating expenses
	Advertising			16,831		1,320
	Professional fees			176,669		1,092
	Salaries and wages			50,733		2,281
	General and administrative expenses			73,303		13,097
		Total operating expenses		317,536		17,790
LOSS FROM OPERATIONS				(270,981)		(11,772)
OTHER (INCOME) EXPENSE:
	Interest income			(15)		-
	Interest expense			10,865		-
	Other (income) expense			(400)		-
		Other (income) expense, net		10,450		-
Loss before income tax and noncontrollong interest				(281,431)		(11,772)
Income tax provision				-		-
Net loss before noncontrolling interest				(281,431)		(11,772)
Noncontrolling interest				(13,927)		-
Net loss			$	(267,504)	$	(11,772)
Net loss per common share - basic and diluted			$	(0.01)	$	(0.00)
	Weighted common shares outstanding - basic and diluted			18,803,733		15,500,000

F-23

~~The~~Net ~~accompanying~~deferred ~~notes~~tax ~~are~~liabilities anconsist ~~integral~~of ~~part~~the following components as of ~~these~~December ~~consolidated~~31, ~~financial~~2014 ~~statements.~~and 2013:

~~Page~~The 57Components of the Company’s deferred tax assets and liabilities are as follows:

ROCAP MARKETING, INC.

	2015			2014

Deferred tax assets:
NOL Carryover	$	1,233,100		$	288,400
Allowance for Doubtful Accounts		5,200			-
Related Party Accruals		-			-
Deferred tax liabilities
Goodwill Amortization		996,900			-

Valuation allowance		(2,235,200	)		(288,400	)
Net deferred tax asset	$	-		$	-

~~Consolidated~~At ~~Statements~~December 31, 2015, the Company had net operating loss carryforwards of ~~Stockholders’~~approximately ~~Equity~~$3,162,000 ~~(Deficit)~~that may be offset against future taxable income from the year 2016 through 2035. No tax benefit has been reported in the December 31, 2015 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

		Common Stock, $0.001 Par Value		Additional		Total Rocap Marketing Inc.		Total
		Number of		Paid-in	Accumulated	Stockholders'	Noncontrolling	Equity
		Shares	Amount	Capital	Deficit	Deficit	Interest	(Deficit)
Balance, September 2, 2010 (inception)		-	$ -	$ -	$ -	$ -	$ -	$ -
	Common stock issued to founders at par	13,000,000	13,000	-	-	13,000	-	13,000
	Common stock issued for purchase of subsidiary	2,500,000	2,500	-	-	2,500	-	2,500
	Common stock issued for cash	3,070,000	3,070	53,928	-	56,998	-	56,998
	Common stock issued for services	20,667	21	3,079	-	3,100	-	3,100
	Net loss	-	-	-	(108,502)	(108,502)	-	(108,502)
Balance, September 30, 2010		18,590,667	18,591	57,007	(108,502)	(32,904)	-	(32,904)
	Common stock issued for services	480,000	480	71,520	-	72,000	-	72,000
	Common stock issued for cash	75,000	75	8,875	-	8,950	-	8,950
	Sale of noncontrolling interest in subsidiary	-	-	-	-	-	2,000	2,000
	Net loss	-	-	-	(267,504)	(267,504)	(13,927)	(281,431)
Balance, September 30, 2011		19,145,667	$19,146	$ 137,402	$ (376,006)	$ (219,458)	$ (11,927)	$ (231,385)

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

~~The~~NOTE ~~accompanying~~12- ~~notes~~SHARE ~~are~~BASED ~~an integral part of these consolidated financial statements.~~COMPENSATION

~~Page~~On 58October 12, 2015, the Company adopted the Amended and Restated 2015 Equity Incentive Plan (“Performance Plan”) whereby up to 3,000,000 shares of the Company’s common stock may be issued under the Performance Plan.

~~ROCAP~~There ~~MARKETING,~~were ~~INC~~no shares issued in 2015 and accordingly no expense has been recorded in connection with the Performance Plan.

~~Consolidated~~NOTE ~~Statements~~13-COMMITMENTS ofAND ~~Cash Flows~~CONTINGENCIES

					For the Period From
					September 2, 2010
			For the Nine Months		(Inception)
			Ended		Through
			September 30, 2011		September 30, 2010
			(Unaudited)		(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss			$	(267,504)	$	(11,772)
Adjustments to reconcile net loss to net cash used in operating activities
	Depreciation			636		-
	Common stock issued for services			72,000		3,100
	Net income (loss) attributable to noncontrolling interests			(13,927)		-
	Changes in operating assets and liabilities:
		Accounts receivable		3,173		(1,446)
		Other receivables		938		-
		Inventory		(16,418)		(8,447)
		Deposits		3,365		(3,365)
		Accounts payable		29,587		-
		Salaries payable		53,983		6,500
		Customer deposits		12,321
		Interest payable		4,401		-
	Net cash used in operating activities			(117,445)		(15,430)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchases of property, plant and equipment			-		(145)
						-
	Net cash used in investing activities			-		(145)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Proceeds from note payable - related party			50,250		24,770
	Proceeds from note payable			12,800		12,400
	Proceeds from sale of common stock			8,950		-
	Proceeds from sale of noncontrolling interest in subsidiary			2,000		-
	Net cash provided by financing activities			74,000		37,170
NET CHANGE IN CASH				(43,445)		21,595
Cash at beginning of period				43,980		-
Cash at end of period			$	535	$	21,595
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
	Interest paid		$	6,464	$	-
	Income tax paid		$	-	$	-

Purchase Orders

~~The~~We ~~accompanying~~issue ~~notes~~inventory purchase orders, which represent authorizations to purchase that are ancancelable ~~integral~~by ~~part~~their ofterms. ~~these~~We ~~consolidated~~do ~~financial~~not ~~statements~~consider purchase orders to be firm inventory commitments. If we choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred prior to cancellation under certain circumstances.

~~Page~~Indemnities 59and Guarantees

~~ROCAP~~The ~~MARKETING~~Company has executed certain contractual indemnities and guarantees, ~~INC~~under which it may be required to make payments to a guaranteed or indemnified party. The Company has agreed to indemnify its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of Nevada.

~~Notes~~Pursuant to ~~Condensed~~various ~~Consolidated~~Sale ~~Financial~~and ~~Statements~~Purchase Agreements, the Company has indemnified the holders of registrable securities for any claims or losses resulting from any untrue, allegedly untrue or misleading statement made in a registration statement, prospectus or similar document.

~~September~~The 30duration of the guarantees and indemnities varies, ~~2011~~and in many cases is indefinite. These guarantees and ~~2010~~indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheets.

~~(Unaudited)~~Tax Matters

~~Note~~The 1Company –is ~~Organization~~required to file federal and state ~~Operations~~income tax returns in the United States. The preparation of these income tax returns requires the Company to interpret the applicable tax laws and regulations in effect in such jurisdictions, which could affect the amount of tax paid by the Company. The Company, in consultation with its tax advisors, bases its income tax returns on interpretations that are believed to be reasonable under the circumstances. The income tax returns, however, are subject to routine reviews by the various taxing authorities in the jurisdictions in which the Company files its income tax returns. As part of these reviews, a taxing authority may disagree with respect to the interpretations the Company used to calculate its tax liability and therefore require the Company to pay additional taxes.

~~Rocap Marketing Inc.~~F-24

~~Rocap Marketing Inc, (“Rocap” or the “Company”) was incorporated under the laws of the State of Nevada on September 2, 2010.~~ Litigation

~~Lexi~~On September 30, 2015, Shana Lee McCart-~~Luu~~Pollak ~~Designs~~d/b/a LOL Buddies Enterprises, filed a complaint against On Demand Direct Response, LLC and On Demand Direct Response III, LLC, As Seen on TV, Inc., Spiral Toys LLC, Mark Meyers, Dragon-I Toys LLC, Jay at Play Int’l, Digital Target Marketing, Hutton Miller and Echo Factory in the United States District Court for the District of Nevada alleging conversion and that the CloudPets technology infringed upon Ms. Pollak’s inventions “Lots of Love Buddies”. Ms. Pollak’s action seeks unspecified damages. The Company believes these claims have no merit.

~~Lexi-Luu~~In ~~Designs, Inc. (Lexi-Luu) was incorporated under~~ the ~~laws~~ordinary ofcourse ~~the State~~ of ~~Nevada on September 3~~business, ~~2010.~~there may ~~Lexi-Luu~~be ~~manufactures~~other ~~and~~potential ~~markets~~claims ~~exclusive dancewear for youth. The dance wear is sold through retailers throughout the country~~ and ~~may~~lawsuits bebrought ~~purchased~~by ~~directly~~or ~~from~~against the Company ~~on-line at www~~.~~lexiluu.com. A web site and order fulfilling technology have been developed to provide this service.~~

~~Acquisition~~NOTE of14 ~~Lexi-Luu~~— ~~Designs~~RELATED ~~Inc.~~PARTY TRANSACTIONS

OnDuring ~~September 15, 2010,~~ the ~~Company~~year ~~entered~~ended ~~into~~December a31, ~~Stock~~2015, ~~Purchase and Share Exchange Agreement with~~ the Company ~~sole~~received ~~stockholder~~insurance ofservices ~~Lexi-Luu~~from ~~Designs~~EBNY ~~Inc. The~~Insurance ~~acquisition~~Services, ofwhich ~~100%~~a ofmember ~~Lexi-Luu has been recorded on the purchase method~~ of ~~accounting~~Company’s inboard ~~accordance with section 805-10-05~~ of ~~the~~directors ~~FASB~~is ~~Accounting~~a ~~Standards Codification.~~ employee The ~~Company~~board ~~allocated~~member ~~the~~referred ~~purchase~~EBNY ~~price of Lexi-Luu to the tangible assets acquired~~ and ~~liabilities~~was ~~assumed~~not ~~based on their estimated fair values~~compensated.

~~Note~~NOTE 215 -– ~~Summary~~SUBSEQUENT ~~of Significant Accounting Policies~~EVENTS

~~Basis~~On January 8, 2016 the Company issued 90,000 shares of ~~Presentation~~common stock initially valued at $26,100 in exchange for services.

~~The~~On ~~accompanying~~January unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information8, ~~and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly~~2016, ~~they do not include all of~~ the ~~information~~Company ~~and~~issued ~~footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are~~125,000 shares ~~in the opinion~~ of ~~management,~~common ~~necessary~~stock to atwo ~~fair~~persons ~~statement~~under of the results for the interim period presented. Unaudited interim results are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements of the Company ~~for the period from September 2, 2010 (inception) through December 31, 2010 and notes thereto contained in the information filed as part of the Company~~’s ~~Registration~~Amended ~~Statement~~and onRestated ~~Form~~2015 ~~S-1,~~Equity ofIncentive ~~which~~Plan ~~this Prospectus is a part~~(“Performance Plan”).

~~Principle~~On January 22, 2016 (“Issue Date”), Spiral Toys, Inc. (the “Company”) entered into a Securities Purchase Agreement (“Purchase Agreement”), with two accredited investors pursuant to which the Company issued and sold for an aggregate purchase price of ~~Consolidation~~$200,000 (the “Purchase Price”) securities consisting of (a) original issue discount convertible promissory notes for an aggregate principal amount of $216,000 (collectively, the “Notes”) and (b) warrants (collectively, the “Warrants”) to purchase up to 470,000 shares (the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) at an exercise price of $0.50 per share, each dated as of the Closing Date. The Notes are subject to a one-time interest charge of 8%, and the principal amount underlying each Note and the interest accrued thereon is due and payable on the eighth month anniversary of the Issue Date. The Company may prepay the obligation within the 180 day period immediately following the issuance date without penalty. Upon the occurrence of any event of default that has not been cured as described in the Note, each note holder shall have the right, but not the obligation, to convert the outstanding balance of the Note along with all unpaid interest into an aggregate number of shares of the Company’s Common Stock (“Conversion Shares”) at a conversion price equal to 65% of the lowest sale price occurring during the fifteen (15) consecutive trading days immediately preceding the applicable conversion date on which the purchaser elects to convert all or part of the Note; provided, however, in no event shall the conversion price be lower than $0.01 per share. If the Company fails to convert the Notes into shares of Common Stock, the principal amount of the Note shall increase by $1,000 every day until the Company issues and delivers a certificate for the Conversion Shares.

The consolidated financial statements include all accounts of Rocap as of September 30, 2011and for the interim period then ended and for period from September 2, 2010 (inception) through September 30, 2010 and all accounts of LexiF-Luu as of September 30, 20112011and for the interim period then ended and for the period from September 15, 2010 (date of acquisition) through September 30 2010. All inter-company balances and transactions have been eliminated.25

~~Page~~11,469,304 Shares 60of Common Stock

~~ROCAP~~SPIRAL TOYS ~~MARKETING,~~ INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of financial instruments; allowance for doubtful accounts; normal production capacity, inventory valuation and obsolescence; the carrying value, recoverability and impairment, if any, of long-lived assets including the values assigned to and the estimated useful lives of equipment, and goodwill; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Business Combination

In accordance with section 805-10-05 of the FASB Accounting Standards Codification the Company allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values.

Fair Value of Financial Instruments

Page 61

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, other receivables, inventory, accounts payable salaries payable and interest payable, approximate their fair values because of the short maturity of these instruments.

The Company’s notes payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangements at December 31, 2010.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.

Fair Value of Non-Financial Assets or Liabilities Measured on a Recurring Basis

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include equipment, goodwill and deposits are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Page 62

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

The impairment charges, if any, is included in operating expenses in the accompanying statements of operations.

Cash and Cash Equivalents

The Company considers all investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s allowance for doubtful accounts was $1,280 as of September 30, 2011 and December 31, 2010.

The Company does not have any off-balance-sheet credit exposure to its customers.

Page 63

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Inventories

There was no inventory obsolescence at September 30, 2011 or December 31, 2010.

Property and Equipment

Goodwill

Page 64

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved b. description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. aounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and Contingencies

Page 65

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Noncontrolling Interest

The Company follows paragraph 810-10-65-1 of the FASB Accounting Standards Codification to report the noncontrolling interest in Lexi-Luu, its majority owned subsidiary in the consolidated balance sheets and within the equity section, separately from the Company’s stockholders’ equity. Noncontrolling interest represents the noncontrolling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary, Lexi-Luu. Noncontrolling interest is adjusted for the noncontrolling interest holder’s proportionate share of the earnings or losses and the noncontrolling interest continues to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance.

Revenue Recognition

The Company applies the provisions of ASC 605 which provides guidance on the recognition, presentation, and disclosure of revenue in financial statements filed with the SEC. ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies.

In general, the Company recognizes revenue related to sales of dance wear when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

Advertising

Advertising costs are expensed as incurred. Advertising expenses totaled $16,831 and $1,320 for the interim periods ended September 30, 2011 and 2010, respectively.

Stock-Based Compensation for Obtaining Employee Services

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate employee termination behavior. The contractual term of share options or similar instruments is used as expected term of share options or similar instruments for the Company if it is a newly formed corporation.

Page 66

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

Page 67

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

Income Taxes

Page 68

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no material adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the interim period ended September 30, 2011 or for the period from September 2, 2010 (inception) through September 30, 2010.

Net Loss per Common Share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

There were no potentially dilutive shares outstanding for the interim period ended September 30, 2011 or for the period from September 2, 2010 (inception) through September 30, 2010.

Cash Flows Reporting

Subsequent Events

Recently Issued Accounting Pronouncements

In May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04 “Fair Value Measurement” (“ASU 2011-04”). This amendment and guidance are the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).

Page 69

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 2 - Summary of Significant Accounting Policies (continued)

This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:

An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.

In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.

Additional disclosures about fair value measurements.

The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.

In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “ Comprehensive Income (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all nonowner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.

The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.

Note 3 - Going Concern

As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit at September 30, 2011, a net loss and net cash used in operating activities for the interim period then ended.

Page 70

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 3 - Going Concern (continued)

The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 4 - Inventory

The Company’s inventory at September 30, 2011 and December 31, 2010 consisted of the following:

	September 30, 2011		December 31, 2010
Raw materials	$	35,242	$	18,114
Work in Progress		-		-
Finished goods		3,816		4,526
Total Inventory	$	39,058	$	22,640

Slow-Moving or Obsolescence Markdowns

There were no inventory obsolescence adjustments for the interim period ended September 30, 2011 or the period ended December 31, 2010.

Lower of Cost or Market Adjustments

There was no lower of cost or market adjustments for the interim period ended September 30, 2011 or the period ended December 31, 2010.

Note 5 – Note Payable

Lexi-Luu has a note payable to an unrelated third party. The note is secured by inventory, bears no interest and is due on demand.

Note 6 – Notes Payable – Related Parties

During the period from September 2, 2010 (inception) through December 31, 2010, the Company entered into three (3) promissory notes with an individual for $92,500 in aggregate. The notes carry interest rates of 8% to 12%, per annum, with interest only payments beginning February, 2011 through October, 2012, at which time outstanding interest and principal is due and payable. As of September 30, 2011 and December 31, 2010 the Company has recognized $7,105 and $1,891 of interest associated with these notes.

On March 15, 2011, the Company entered into two promissory notes for a total of $50,250 with a different related party. These notes bear interest at 8%, with interest only payments beginning August 15, 2011 through March 15, 2014, at which time all outstanding interest and principle is due and payable. As of September 30, 2011 the Company has recognized $2,181 of interest associated with these notes.

Note 7 – Stockholders’ Deficit

The Company has 1,000,000 preferred shares authorized at a par value of $0.001. As of December 31, 2010 the Company has no preferred shares issued or outstanding.

The Company has 74,000,000 common shares authorized at a par value of $0.001. As of December 31, 2010 the Company has 18,590,667 shares of common stock issued and outstanding.

Page 71

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 7 – Stockholders’ Deficit (continued)

On September 2, 2010 the Company issued 13,000,000 shares of common stock to the Company’s founders at par, or $13,000 in cash.

On September 15, 2010, the Company entered into a stock exchange agreement with an individual issuing 2,500,000 shares of common stock for the issued and outstanding stock of Lexi-Luu Designs, Inc.

During 2010, the Company issued 3,090,667 shares of common stock for cash of $60,098 to various individuals.

During the nine months ended September 30, 2011, the Company sold 100,000 shares of common stock for $9,000 cash and returned $50 to an investor who purchased shares in the 2010 private placement in exchange for 25,000 common shares.

Note 8 – Noncontrolling Interest

On March 15, 2011, the Company’s wholly-owned subsidiary, Lexi-Luu sold 2,000,000 shares to a third party for $2,000. As a result, the Company now owns 80% of Lexi-Luu.

As of September 30, 2011, net loss attributable to noncontrolling interests totaled $13,927, resulting in a total noncontrolling interest in subsidiary as of September 30, 2011 of $11,927.

Note 9 – Concentrations

Customers and Credit Concentrations

Customer concentrations for the interim periods ended September 30, 2011and 2010 and credit concentrations at September 30, 2011 and December 31, 2010 are as follows:

	Net Sales for the Interim Period Ended						Accounts Receivable at
	September 30, 2011			September 30, 2010			September 30, 2011			December 31, 2010
Customer A		-	%		12.9	%		-	%		10.4	%
Customer B		3.6	%		19.4	%		31.2	%		14.4	%
Customer C		2.4	%		18.8	%		-	%		-	%
Customer D		-	%		-	%		-	%		37.8	%
Customer E		10.2	%		-	%		-	%		-	%
Customer F		5,6	%		-	%		40.1	%		-	%
									%
		21.8	%		51.1	%		71.3	%		62.6	%

A reduction in sales from or loss of such customers would have a material adverse effect on the Company’s results of operations and financial condition.

Page 72

ROCAP MARKETING, INC.

Notes to Condensed Consolidated Financial Statements

September 30, 2011 and 2010

(Unaudited)

Note 10 – Commitments and Contingencies

Management Agreements

On September 1, 2010, the Company entered into a management agreement (“Management Agreement”) with Peter Henricsson for consulting services to be provided by him (“Consultant”) in the capacity of President of the Company which requires that the Consultant to be paid $3,250 per month for three (3) years from date of signing. The Company is also required to issue the Consultant a total of 960,000 shares of its common stock payable on a quarterly basis over 12 quarters (3 years) commencing March 2011.

On September 1, 2010, the Company entered into a management agreement (“Management Agreement”) with Tezi Advisory Inc for consulting services to be provided by Gordon C. McDougall (“Consultant”) in the capacity of Vice President Finance of the Company which requires that the Consultant to be paid $3,250 per month for three (3) years from date of signing. The Company is also required to issue the Consultant a total of 960,000 shares of its common stock payable on a quarterly basis over 12 quarters (3 years) commencing March 2011.

Note 11 – Subsequent Events

The Company has evaluated all events that occurred after the balance sheet through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that the following reportable subsequent event should be disclosed:

On October 12, 2011 the Company issued 45,000 shares of common stock to the Wallace Family Trust for $6,750 cash.

Page 73

PROSPECTUS

ROCAP MARKETING INC.

2,875,667 SHARES OF COMMON STOCK

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

~~Until ____________,~~The Date ~~2011,~~of ~~all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus.~~ This Prospectus is in______________, ~~addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.~~2016

~~The~~PART II ~~Date~~INFORMATION ofNOT ~~this~~REQUIRED ~~Prospectus~~IN ~~is: _______________,~~THE ~~2011~~ PROSPECTUS

~~Page~~ITEM 13. 74OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

~~PART~~The following IIare –the ~~INFORMATION~~expenses ~~NOT~~that ~~REQUIRED~~Spiral INToys ~~PROSPECTUS~~Inc. expects to incur in connection with the registration and distribution of the securities being registered. All of these expenses (other than the filing fee) are estimated, and will not be certain until after the registration statement is declared effective and the offering is completed.

Item 13. Other Expenses of Issuance and Distribution

SEC Registration Fee	$	231
Auditor Fees and Expenses	$	5,000
Legal Fees and Expenses	$	15,000
EDGAR fees	$	2,000
Transfer Agent Fees	$	2,000
Printing and Postage	$	1,000
Total	$	25,231

Securities and Exchange Commission registration fee	$	33.39
Transfer Agent Fees	$	1,000
Accounting fees and expenses	$	10,000
Legal fees and expense	$	12,500
Printing Costs	$	300
Miscellaneous	$	500
Total	$	24,334

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

~~All~~Section 78.7502 ~~amounts~~of ~~are~~the ~~estimates~~General ~~other~~Corporation ~~than~~Law of the ~~Commission’s~~State ~~registration~~of ~~fee.~~Nevada Weauthorizes ~~are~~a ~~paying~~corporation ~~all~~to ~~expenses~~provide indemnification to person made a party to a threatened, pending or completed action, suit or proceeding, by reason of the ~~offering~~fact ~~listed~~that ~~above.~~he Nois ~~portion~~or was a director, officer, employee or agent of ~~these~~the corporation, against expenses ~~will~~including beattorneys’ ~~borne~~fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him, if either (a) it is not proven that the ~~selling~~indemnified ~~shareholders.~~individual ~~The~~engaged in ~~selling~~a ~~shareholders,~~breach ~~however~~of fiduciary duty or intentional misconduct, ~~will~~fraud ~~pay~~or ~~any~~a ~~other~~knowing ~~expenses~~violation ~~incurred~~of law or (b) the indemnified individual acted in ~~selling~~good ~~their~~faith ~~common~~and ~~stock~~in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, ~~including~~and, with respect to any ~~brokerage~~criminal ~~commissions~~action or ~~costs~~proceeding, had no reasonable cause to believe his conduct was unlawful as determined in accordance with the statute, and except that with respect to any action which results in a judgment against the person and in favor of ~~sale~~the corporation the corporation may not indemnify unless a court determines that the person is fairly and reasonably entitled to the indemnification. Section 78.7502 further provides that indemnification shall be provided if the party in question is successful on the merits.

~~Item~~The Registrant ~~14.~~has ~~Indemnification~~entered into agreements with each of ~~Directors~~its officers and ~~Officers~~each member of its board of directors, in which the Registrant agrees to provide the officer or director with indemnification to the full extent authorized by the Nevada General Corporation Law.

~~See~~Insofar as ~~“Commission~~indemnification ~~Position~~for onliabilities ~~Indemnification~~under ~~for~~the Securities Act ~~Liabilities”~~of ~~above~~1933 may be permitted to our directors, officers or controlling persons pursuant to the foregoing provision or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

~~Item~~ ITEM 15. ~~Recent~~RECENT ~~Sales~~SALES ofOF ~~Unregistered~~UNREGISTERED ~~Securities~~SECURITIES

~~Set~~The table ~~forth~~ below isrecites ~~information~~the ~~regarding~~sales of securities by the ~~issuance~~Registrant ~~and~~since May 6, 2014. None of the sales were registered under the Securities Act of ~~securities~~1933, ~~without~~as amended. All of the sales were exempt from registration ~~since~~pursuant ~~inception~~to Section 4(5) of the Securities Act of 1933 and SEC Rule 506. There were no underwriters in connection with any of the sales, nor did the Registrant pay any underwriting discounts or commissions. All sales were made for cash, except where otherwise indicated by note to the “purchase price” listed below.

~~Acquisition of Lexi~~II-~~Luu Designs, Inc.~~1

On September 15, 2010, we issued 2,500,000 shares of our Common Stock to Hubert J. Blanchette in exchange for 100% of the shares of Lexi-Luu Designs Inc. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933 as they were transactions by an issuer not involving a public offering. The purchaser represented that such purchaser’s intention to acquire the shares for investment only and not with a view toward distribution. The purchaser was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. The following sets forth the details regarding said issuance:

Date of Sale	Security	Number of Shares		Purchaser	Purchase Price
6/23/14	Common		300,000	Warren Ziegler	$	45,000
6/23/14	Common		100,000	Chris Heimlinger	$	15,000
6/23/14	Common		50,000	John McMahon	$	7,500
6/23/14	Common		70,000	Bob Stewart	$	10,500
6/23/14	Common		175,000	Gary Paccagnini	$	26,250
7/1/14	Common		18,130,887	Mark Meyers	$	3,626,177	(1)
7/3/14	Common		34,000	Richard Cunniffe	$	5,100
7/3/14	Common		50,000	Henry Zemla	$	7,500
9/8/14	Common		315,000	FA Ventures	$	47,250
9/23/14	Common		30,000	Gary Hayton	$	4,500
9/30/14	Common		340,000	Michael Davis	$	51,000
10/1/14	Common		340,000	Michael Davis	$	51,000
10/2/14	Common		60,000	Warren Ziegler	$	9,000	(2)
10/10/14	Common		168,000	Echo Factory	$	42,000
10/14/14	Common		65,000	Alexander Kon	$	9,750
10/14/14	Common		65,000	Oliver Kalani & Ghazai Janabi	$	9,750
10/24/14	Common		33,333	Ludwina Dautovic	$	5,000
11/24/14	Common		350,000	Gerard J. Dreyer	$	52,500
11/24/14	Common		870,000	Raymond Wojtusiak Sr. “IRA Service Trust”	$	130,500
11/24/14	Common		2,000,000	Brian Toolan	$	300,000
1/12/15	Common		31,250	Grace Joseph Strategies	$	4,688	(2)
1/12/15	Common		31,250	Tim Clemenson	$	4,688	(2)
1/12/15	Common		250,000	Warren Ziegler	$	37,500	(2)
2/18/15	Common		50,000	Uptick Capital LLC	$	15,000
2/24/15	Common		233,333	Peter Henricsson	$	70,000
3/1/15	Common		168,000	Echo Factory	$	42,000	(3)
3/5/15	Common		83,000	Michael H. Davis	$	24,900
3/10/15	Common		100,000	Gary J. Paccagnini	$	30,000
3/19/15	Common		39,636	Uptick Capital LLC	$	11,891
4/4/15	Common		100,000	Ed Suchocki	$	30,000
4/4/15	Common		166,670	Pier Morgan	$	50,000
4/4/15	Common		100,000	Gary Paccagnini	$	30,000	(2)
4/4/15	Common		20,714	Evan Schwartzberg	$	7,250	(2)
4/4/15	Common		15,000	Matthew Van Alstyne	$	5,250	(2)
4/4/15	Common		35,715	Andrew Feldschreiber	$	12,500	(2)
4/4/15	Common		31,513	Uptick Capital LLC	$	9,454	(2)
4/28/15	Common		400,000	Brian Toolan	$	120,000
5/1/15	Common		20,714	Evan Schwartzberg	$	7,250	(2)
5/1/15	Common		15,000	Matthew Van Alstyne	$	5,250	(2)
5/1/15	Common		35,715	Andrew Feldschreiber	$	12,500	(2)
5/1/15	Common		30,060	Uptick Capital LLC	$	9,018	(2)
5/4/15	Common		100,000	Michael Davis	$	30,000
5/4/15	Common		275,000	Gerard J. Dreyer	$	82,500
5/5/15	Common		33,333	John DiGregorio	$	10,000
5/6/15	Common		166,667	Theresa Eurell	$	50,000
5/8/15	Common		50,000	FA Ventures	$	15,000
5/8/15	Common		500,000	Raymond Wojtusiak Sr. “IRA Service Trust”	$	150,000
5/14/15	Common		40,000	Robert Siegel	$	12,000
5/15/15	Common		400,000	J.Franco & Sons Inc.	$	100,000
5/15/15	Common		33,333	Patricia Robbertze	$	10,000	(2)
5/20/15	Common		10,000	Liolios Group	$	3,000	(2)
5/22/15	Common		600,000	Edward Desaro	$	180,000
5/28/15	Common		33,333	James Mangini	$	10,000

Date	Description	Number	Purchaser	Proceeds	Consideration	Exemption
Sep 15, 2010	Common stock	2,500,000	Hubert J. Blanchette	$2,500	Stock	Sec. 4(2)

II-2

Founder’s Shares

5/29/15	Common	100,000		Patricia Robbertze	$	30,000	(2)
6/1/15	Common	31,318		Uptick Capital LLC	$	9,395	(2)
6/9/15	Common	200,000		Richardson & Patel LLP	$	60,000	(2)
6/9/15	Common	13,500		Thomas J. Matthews & Elizabeth P. Matthews	$	4,051
6/26/16	Common	10,000		Liolios Group	$	3,000	(2)
6/26/15	Common	7,500		Thomas J. Matthews & Elizabeth P. Matthews	$	2,251
7/1/15	Common	100,000		Walter A. Griffin III	$	45,000
7/1/15	Common	22,300		Kenneth S. Shea	$	10,035
7/1/15	Common	130,000		Raymond Wojtusiak Sr. “IRA Service Trust”	$	58,500
7/1/15	Common	100,000		Gerald J. Dreyer	$	45,000
7/1/15	Common	150,000		Edward F. Carr	$	67,500
7/1/15	Common	110,000		Gary J. Paccagnini	$	49,500
7/1/15	Common	50,000		Anthony Puzzo	$	22,500
7/1/15	Common	888,889		Brian Toolan	$	400,000
7/1/15	Common	110,000		Michael H. Davis	$	49,500
7/1/15	Common	60,000		Craig Steeneck	$	27,000
7/1/15	Common	50,000		Edward Dasaro	$	22,500
7/1/15	Common	100,000		Richard Stoff	$	45,000
7/1/15	Common	50,000		James M. Stoff	$	22,500
7/1/15	Common	28,063		Uptick Capital LLC	$	14,909	(2)
7/1/15	Common	75,000		Chris Adams	$	37,800	(4)
7/1/15	Common	20,000		Corporate Ads	$	10,000	(2)
10/1/15	Common	20,000		Corporate Ads	$	7,800	(2)
10/13/15	Common	103,388		Mitchell Silberberg & Knupp	$	36,186	(2)
1/22/16	(5)	(5	)	Two institutional investors	$	200,000
4/11/16	(6)	(6	)	Anson Investments Master Fund LP	$	312,500
4/11/16	(6)	(6	)	Himmil Investments Ltd.	$	312,500
4/11/16	Common	46,296		Carter, Terry & Company	$	11,574	(2)
4/19/16	Common	400,000		Brian Toolan	$	100,000
4/19/16	Common	20,000		Chris Ellis	$	5,000	(2)
4/19/16	Common	100,000		Liolios Group	$	25,000	(2)
4/19/16	Common	50,000		Think Big LLC	$	12,500	(2)
4/19/16	Common	20,000		Corporate Ads	$	5,000	(2)

On September 18 and 20, 2010, we issued 13,000,000 shares of our Common Stock to two founders of the Company, both of whom are non-US individuals residing in Canada, for aggregate proceeds of $13,000. The shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933 on the basis of representations made by the purchasers that the purchasers were not “U.S. persons,” as that term is defined under Regulation S, and that such purchasers were not acquiring the shares for the account or benefit of a U.S. person. The purchasers further represented that it was such purchaser’s intention to acquire the shares for investment only and not with a view toward distribution. The purchasers were given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. The following sets forth the details regarding said issuances:

(1)	Securities issued on exchange for ownership interest in Spiral Toys LLV, valued at market price of Spiral Toys Inc. shares issued.

(2)	Shares issued to non-affiliate in compensation for services at negotiated price.

(3)	Shares issued to non-affiliate in satisfaction of note payable at negotiated price.

(4)	Shares issued as compensation to member of Registrant’s board of directors, valued at market.

(5)	Securities issued consisted of 8% Convertible Notes in the principal amount of $216,000 and warrants to purchase 470,000 shares of common stock at $.50 per share.

(6)	Securities issued consisted of 10% Convertible Debentures in the principal amount of $378,125.

Date	Description	Number	Purchaser	Proceeds	Consideration	Exemption(1)(2)
Sep 18, 2010	Common stock	6,500,000	Gordon C. McDougall	$6,500	Cash	Reg. S
Sep 20, 2010	Common stock	6,500,000	Peter Henricsson	$6,500	Cash	Reg. S
Totals		13,000,000		$13,000

II-3

~~Page~~ITEM 16. 75EXHIBITS

~~Issuance~~See the ~~for~~Exhibit ~~Services~~Index immediately following the signature page hereto, which is incorporated by reference as if fully set forth herein.

~~On October 25, 2010, we issued 20,667 shares of our Common Stock in exchange for $3,100 of consulting services, in lieu of cash compensation~~ITEM 17. ~~The~~ shares were issued pursuant the exemption from registration contained in Regulation S of the Securities Act of 1933 on the basis of representation made by the purchaser that the purchaser was not a “U.S. person,” as that term is defined under Regulation S, and that such purchaser was not acquiring the shares for the account or benefit of a U.S. person. The purchaser further represented that such purchaser’s intention to acquire the shares was for investment only and not with a view toward distribution. The purchaser was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. The following sets forth the details regarding said issuance:UNDERTAKINGS

Date	Description	Number	Purchaser	Proceeds	Consideration	Exemption
Oct 25, 2010	Common stock	20,667	F.A. Ventures, Inc.	$3,100	Services	Reg. S

The undersigned Registrant hereby undertakes:

~~Regulation~~(a)(1) To Sfile, ~~Issuances~~during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

~~From~~i. ~~time~~Include toany ~~time~~prospectus ~~between~~required ~~September~~by ~~29,~~Section ~~2010~~10(a)(3) ~~and~~of ~~November~~the ~~18,~~Securities ~~2010~~Act weof ~~issued~~1933; ~~2,710,000~~ii. ~~shares~~To ofreflect ~~common~~in ~~stock~~the toprospectus 18any ~~investors,~~facts ~~all~~or ofevents ~~whom~~arising ~~are~~after ~~non-US~~the ~~individuals~~effective ~~and~~date ~~entities,~~of atthe aregistration ~~price~~statement ~~per~~(or ~~share~~the ~~between~~most ~~$0.002~~recent ~~and~~post-effective ~~$0.15~~amendment ~~for~~thereof) ~~aggregate~~which, ~~proceeds~~individually ofor ~~$25~~in the aggregate,~~200. The~~ ~~shares~~represent ~~were~~a ~~issued~~fundamental ~~pursuant~~change in the ~~exemption~~information ~~from~~set ~~registration~~forth ~~contained~~ in ~~Regulation~~the Sregistration ofstatement. Notwithstanding the ~~Securities~~foregoing, ~~Act~~any ofincrease ~~1933~~or ondecrease ~~the~~in ~~basis~~volume of ~~representations~~securities ~~made~~offered by(if the ~~purchasers~~total ~~that~~dollar ~~the~~value ~~purchasers~~of ~~were~~securities ~~not~~offered ~~“U.S.~~would ~~persons,”~~not asexceed that ~~term~~which iswas ~~defined~~registered) ~~under~~and ~~Regulation~~any S,deviation ~~and~~from ~~that~~the ~~such~~low ~~purchasers~~or ~~were~~high ~~not~~end ~~acquiring~~of the ~~shares~~estimated ~~for~~maximum ~~the~~offering ~~account~~range ormay ~~benefit~~be ofreflected ain ~~U.S.~~the ~~person. The~~form ~~purchasers~~of ~~further~~prospectus ~~represented~~filed ~~that~~with itthe ~~was~~Commission ~~such~~pursuant ~~purchaser’s~~to ~~intention~~Rule to424(b) ~~acquire~~if, in the ~~shares~~aggregate, ~~for~~the ~~investment~~changes ~~only~~in volume and ~~not~~price ~~with~~represent ano ~~view~~more ~~toward~~than ~~distribution. The~~20% ~~purchasers~~change ~~were~~in ~~given~~the ~~adequate~~maximum ~~access~~aggregate tooffering ~~sufficient~~price ~~information~~set ~~about~~forth usin tothe ~~make~~“Calculation anof ~~informed~~Registration ~~investment~~Fee” ~~decision. None~~table ofin the ~~securities~~effective ~~were~~registration ~~sold~~statement. ~~through~~iii. anTo ~~underwriter~~include ~~and~~any ~~accordingly,~~material ~~there~~information ~~were~~with norespect ~~underwriting~~to ~~discounts~~the orplan ~~commissions~~of ~~involved. The~~distribution ~~following~~not ~~sets~~previously ~~forth~~disclosed in the ~~details~~registration ~~regarding~~statement ~~said~~or ~~issuances:~~any material change to such information in the registration statement;

Date	Description	Number	Purchaser	Proceeds	Consideration	Exemption
Sep 29, 2010	Common stock	10,000	William Schonbrun	$1,500	Cash	Reg. S
Sep 30, 2010	Common stock	10,000	Jacqueline Chisholm	$1,500	Cash	Reg. S
Sep 30, 2010	Common stock	10,000	James Buonassisi	$1,500	Cash	Reg. S
Oct 01, 2010	Common stock	10,000	ConnectsUs Intranet Inc.	$1,500	Cash	Reg. S
Oct 04, 2010	Common stock	10,000	Joan Zokol	$1,500	Cash	Reg. S
Oct 11, 2010	Common stock	850,000	Ylva Seljemo	$1,700	Cash	Reg. S
Oct 11, 2010	Common stock	10,000	Niklas Seljemo	$200	Cash	Reg. S
Oct 11, 2010	Common stock	850,000	Gunnar Nordgren	$1,700	Cash	Reg. S
Oct 11, 2010	Common stock	10,000	Lena Eklof	$200	Cash	Reg. S
Oct 12, 2010	Common stock	10,000	Kenth Englund	$1,500	Cash	Reg. S
Oct 12, 2010	Common stock	10,000	Bengt Wilke	$1,500	Cash	Reg. S
Oct 15, 2010	Common stock	10,000	Ricardo Dai	$1,500	Cash	Reg. S
Oct 15, 2010	Common stock	10,000	Barry Yates	$1,500	Cash	Reg. S
Oct 18, 2010	Common stock	10,000	The Wallace Family Trust	$1,500	Cash	Reg. S
Oct 20, 2010	Common stock	10,000	John Thiessen	$1,500	Cash	Reg. S
Oct 28, 2010	Common stock	10,000	Darlene Rodocker	$1,500	Cash	Reg. S
Nov 01, 2010	Common stock	10,000	Murray Keating	$200	Cash	Reg. S
Nov 03, 2010	Common stock	850,000	Murray Keating	$1,700	Cash	Reg. S
Nov 18, 2010	Common stock	10,000	Enlighted Hospitality Inc.	$1,500	Cash	Reg. S
Totals		2,710,000		$25,200

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~Page~~(3) To 76remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

~~Regulation~~(4) That, Dfor the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule ~~506~~430C, ~~Offering~~each ~~Issuances~~prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

~~On November 1~~(5) That, ~~2010~~for wethe ~~completed~~purpose aof ~~Regulation~~determining Dliability ~~Rule~~of ~~506~~the ~~offering~~registrant inunder ~~which~~the weSecurities ~~sold 335,000~~Act ~~shares~~ of ~~common~~1933 ~~stock~~ to ~~19 investors,~~any atpurchaser ain ~~price~~the ~~per~~initial distribution ~~share~~ of ~~between~~the ~~$0.002~~securities: ~~and~~The ~~$0.15~~undersigned ~~per~~registrant ~~share~~undertakes ~~for~~that ~~aggregate~~in ~~proceeds~~a primary offering of ~~$31,750. The~~securities ~~shares~~of ~~were~~the ~~issued~~undersigned registrant pursuant to ~~Section~~this ~~4(2)~~registration ofstatement, ~~the~~regardless ~~Securities Act~~ of ~~1933~~the asunderwriting ~~they~~method ~~were~~used ~~transactions~~to bysell anthe ~~issuer~~securities ~~not~~to ~~involving~~the apurchaser, if ~~public~~the ~~offering. The~~securities ~~purchasers~~are ~~represented~~offered ~~that~~or itsold ~~was~~to such purchaser’s ~~intention~~by tomeans ~~acquire~~of ~~the~~any ~~shares~~of ~~for~~the ~~investment~~following ~~only~~communications, ~~and~~the ~~not~~undersigned ~~with~~registrant will be a ~~view~~seller ~~toward distribution. The purchasers were given adequate access~~ to ~~sufficient information about us to make an informed investment decision. None of~~ the ~~securities~~purchaser ~~were sold through an underwriter~~ and ~~accordingly,~~will ~~there~~be ~~were~~considered noto ~~underwriting~~offer ~~discounts~~ or ~~commissions~~sell ~~involved. The~~such ~~following~~securities ~~sets~~to ~~forth~~such ~~the details regarding said issuances~~purchaser:

Date	Description	Number	Purchaser	Proceeds	Consideration	Exemption
Sep 26, 2010	Common stock	10,000	Adrian Jackson	$1,500	Cash	Rule 506
Sep 28, 2010	Common stock	125,000	James William Chapman, Jr.	$250	Cash	Rule 506
Oct 05, 2010	Common stock	10,000	Marla Golusin	$1,500	Cash	Rule 506
Oct 05, 2010	Common stock	10,000	X Finance Limited Partnership	$1,500	Cash	Rule 506
Oct 05, 2010	Common stock	10,000	Albert Golusin	$1,500	Cash	Rule 506
Oct 06, 2010	Common stock	10,000	Virginia A. Brown	$1,500	Cash	Rule 506
Oct 08, 2010	Common stock	10,000	Lloyd Betts	$1,500	Cash	Rule 506
Oct 08, 2010	Common stock	10,000	Carmen L. Norwood	$1,500	Cash	Rule 506
Oct 09, 2010	Common stock	15,000	Larry R. Shaw	$2,250	Cash	Rule 506
Oct 10, 2010	Common stock	10,000	William Clayton	$1,500	Cash	Rule 506
Oct 12, 2010	Common stock	10,000	Devin R. Farnsworth	$1,500	Cash	Rule 506
Oct 12, 2010	Common stock	10,000	Allen E. Joers	$1,500	Cash	Rule 506
Oct 14, 2010	Common stock	10,000	David R. Allison	$1,500	Cash	Rule 506
Oct 22, 2010	Common stock	15,000	Ronald Rose	$2,250	Cash	Rule 506
Oct 22, 2010	Common stock	15,000	Teresa Rose	$2,250	Cash	Rule 506
Oct 22, 2010	Common stock	15,000	Christopher Rose	$2,250	Cash	Rule 506
Oct 27, 2010	Common stock	10,000	Robert Vujea	$1,500	Cash	Rule 506
Nov 01, 2010	Common stock	15,000	Complete Advisory Partners LLC	$2,250	Cash	Rule 506
Nov 01, 2010	Common stock	15,000	Michael R. Jaeger	$2,250	Cash	Rule 506
Totals		335,000		$31,750

	i.	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

	ii.	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

	iii.	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

	iv.	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

~~The~~Insofar as ~~Common~~indemnification ~~Stock~~for ~~issued~~liabilities inarising under the Securities Act of 1933 (the “Act”) may be permitted to our ~~Regulation~~directors, officers Dand controlling persons pursuant to the provisions above, ~~Rule~~or ~~506~~otherwise, ~~Offering~~we ~~was~~have ~~issued~~been advised that in athe ~~transaction~~opinion ~~not~~of ~~involving~~the SEC asuch indemnification is against public ~~offering~~policy as expressed in ~~reliance~~the ~~upon~~Securities anAct, ~~exemption~~and ~~from~~is, ~~registration~~therefore, ~~provided~~unenforceable. byIn ~~Rule~~the event ~~506~~that a claim for indemnification against such liabilities, other than the payment by us of ~~Regulation~~expenses Dincurred or paid by one of our directors, officers, or controlling persons in the ~~Securities~~successful ~~Act~~defense of ~~1933.~~any Inaction, ~~accordance~~suit ~~with~~or ~~Section~~proceeding, ~~230.506~~is ~~(b)(1)~~asserted by one of our directors, officers, or controlling persons in connection with the ~~Securities~~securities ~~Act~~being ofregistered, ~~1933~~we will, ~~these~~unless in ~~shares~~the ~~qualified~~opinion ~~for~~of ~~exemption~~our ~~under~~counsel the ~~Rule~~matter ~~506~~has ~~exemption~~been ~~for~~settled ~~this~~by ~~offerings~~controlling ~~since~~precedent, itsubmit ~~met~~to a court of appropriate jurisdiction the ~~following~~question ~~requirements~~whether ~~set~~such ~~forth~~indemnification is against public policy as expressed in ~~Reg.~~the ~~§230~~Securities Act, and we will be governed by the final adjudication of such issue.~~506:~~

~~(A)~~II-4

~~No general solicitation or advertising was conducted by us in connection with the offering of any of the Shares.~~SIGNATURES

~~(B)~~Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Agoura Hills, State of California on May 6, 2016.

AtSpiral ~~the~~Toys ~~time~~Inc. ~~of the offering we were not~~By: ~~(1)~~/s/ ~~subject~~Mark toMeyers ~~the~~Mark ~~reporting~~Meyers ~~requirements~~Chief ofExecutive ~~Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company” within the meaning of the federal securities laws.~~Officer

~~(C)~~POWER OF ATTORNEY

~~Neither~~KNOW ALL wePERSONS BY THESE PRESENTS, ~~nor~~that ~~any~~each ofperson ~~our~~whose ~~predecessors~~signature appears below constitutes and appoints MARK MEYERS as his true and lawful agent, ~~nor~~proxy ~~any~~and attorney-in-fact, with full power of ~~our~~substitution ~~directors~~and resubstitution, ~~nor~~for ~~any~~him ~~beneficial~~and ~~owner~~in ofhis ~~10%~~name, orplace and ~~more~~stead, ofin any ~~class~~and ofall ~~our~~capacities, ~~equity~~to ~~securities~~(i) act on, ~~nor~~sign, and file with the Securities and Exchange Commission any ~~promoter~~and ~~currently~~all ~~connected~~amendments (including post-effective amendments) to this registration statement together with usall schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any ~~capacity~~supplement ~~has~~to ~~been~~any ~~convicted~~prospectus ~~within~~included ~~the~~in ~~past~~this ~~ten~~registration ~~years~~statement ofor any ~~felony~~such inamendment and ~~connection~~(iv) ~~with~~take ~~the~~any ~~purchase~~and all actions which may be necessary or ~~sale~~appropriate ofto be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of ~~security~~his substitutes may lawfully do or cause to be done by virtue thereof.

~~(D)~~Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on May 6, 2016.

~~The~~/s/ ~~offers~~Mark ~~and~~Meyers ~~sales~~Mark ofMeyers, ~~securities~~Director, byChief usExecutive ~~pursuant~~Officer to/s/ ~~the~~Akio ~~offerings~~Ariura ~~were~~Akio ~~not~~Ariura ~~attempts~~Chief toFinancial ~~evade~~and ~~any~~Chief ~~registration~~Accounting orOfficer ~~resale~~/s/ ~~requirements~~David ofChristopher ~~the~~Adams ~~securities~~David ~~laws~~Christopher ofAdams, ~~the~~Director ~~United~~Michael ~~States~~Drath, orDirector ~~any~~/s/ ofGary ~~its~~Paccagnini ~~states.~~Gary Paccagnini, Director

~~(E)~~II-5

~~None of the investors are affiliated with any of our directors, officers or promoters or any beneficial owner of 10% or more of our securities.~~EXHIBIT INDEX

All shares purchased in the Regulation D Rule 506 offering completed on April 7, 2011 were restricted in accordance with Rule 144 of the Securities Act of 1933. In addition, each of these shareholders were either accredited as defined in Rule 501 (a) of Regulation D promulgated under the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities Act.

Exhibit No.		Description of Exhibit

3.1(a)		Articles of Incorporation and Certificate of Correction - filed as an exhibit to the Registration Statement on Form S-1 filed on December 23, 2011 and incorporated herein by reference.

3.1(b)		Articles of Merger of Spiral Toys Inc. into Rocap Marketing, - filed as an exhibit to the Current Report on Form 8-K filed on January 23, 2015 and incorporated herein by reference.

3.1(c)		Certificate of Amendment to Articles of Incorporation, filed on April 6, 2016 - filed as an exhibit to the Current Report on Form 8-K filed on April 7, 2016 and incorporated herein by reference.

3.2		Amended and Restated Bylaws- filed as an exhibit to the Current Report on Form 8-K filed on April 7, 2016 and incorporated herein by reference.

4.1		Form of 10% Original Issue Discount Senior Convertible Debenture Due April 12, 2017 - filed as an exhibit to the Current Report on Form 8-K filed on April 14, 2016 and incorporated herein by reference.

4.2		Form of 8% Original Issue Discount Promissory Note due September 22, 2016 - filed as an exhibit to the Current Report on Form 8-K filed on January 28, 2016 and incorporated herein by reference.

4.3		Form of Warrant to Issue Shares of Common Stock issued on January 22, 2016- filed as an exhibit to the Current Report on Form 8-K filed on January 28, 2016 and incorporated herein by reference.

5		Opinion of Robert Brantl, Esq.

10.1		Securities Purchase Agreement dated April 11, 2016 among Spiral Toys Inc., Anson Investments Anson Investments Master Fund LP , and Himmil Investments Ltd. - filed as an exhibit to the Current Report on Form 8-K filed on April 14, 2016 and incorporated herein by reference.

10.2		Registration Rights Agreement dated April 11, 2016 among Spiral Toys Inc., Anson Investments Anson Investments Master Fund LP , and Himmil Investments Ltd. - filed as an exhibit to the Current Report on Form 8-K filed on April 14, 2016 and incorporated herein by reference.

10.3		Conditional Stock Grant Agreement with Mark Meyers - filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2015, filed on March 30, 2016, and incorporated herein by reference

10.4		Employment Agreement with Akio Ariura, dated July 19, 2015

10.5		Amended and Restated 2015 Equity Incentive Plan

21		Subsidiaries

23.1		Consent of Haynie & Company

23.2		Consent of HJ Associates & Consultants, LLP

23.3		Consent of Robert Brantl, Esq. is included in Exhibit 5.

24		Power of Attorney is included on the signature page of this registration statement.

101.INS		XBRL Instance Document***

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document***

101.SCH		XBRL Taxonomy Extension Schema Document***

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document***

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document***

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Recent Issuances under Regulation S

On April 6, 2011, we sold 100,000 shares of common stock to an investor, a non-US individual, at a price per share of $0.09 for aggregate proceeds of $9,000, and on October 12, 2011, we sold a further 45,000 shares of common stock to the investor at a price per share of $0.15 for aggregate proceeds of $6,750. The shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933 on the basis of representation made by the purchaser that the purchaser was not a “U.S. person,” as that term is defined under Regulation S, and that such purchaser was not acquiring the shares for the account or benefit of a U.S. person. The purchaser further represented that such purchaser’s intention to acquire the shares was for investment only and not with a view toward distribution. The purchaser was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. The following sets forth the details regarding said issuances:

Date	Description	Number	Purchaser	Proceeds	Consideration	Exemption
Apr 06, 2011	Common stock	100,000	The Wallace Family Trust	$9,000	Cash	Reg. S
Oct 12, 2011	Common stock	45,000	The Wallace Family Trust	$6,750	Cash	Reg. S

Item 16. Exhibits

The following is a list of exhibits filed as part of this Registration Statement. Where so indicated by footnote, exhibits which were previously filed are incorporated herein by reference. Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

EXHIBIT NUMBER	DESCRIPTION
3.1	Articles of Incorporation and Certificate of Correction
3.2	By-Laws
5.1	Opinion of Chachas Law Group P.C.
10.1	Form of Customer Contract
21.1	Subsidiaries of Registrant
23.1	Consent of Li & Company, PC
23.2	Consent of Counsel (included in Exhibit 5.1, hereto)
24.1	Power of Attorney

Item 17. Undertakings

The undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

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iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Vancouver, British Columbia, on December 23, 2011.

ROCAP MARKETING INC. /s/ Peter Henricsson Peter Henricsson President, Chief Executive Officer and Director Principal Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Peter Henricsson Peter Henricsson President, Chief Executive Officer and Director Principal Executive Officer

/s/ Gordon C. McDougall Gordon C. McDougall Chief Financial Officer, Secretary, Treasurer and Director Principal Financial Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Gordon C. McDougall, as him true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in him name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of Rocap Marketing Inc. and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or him substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed below by or on behalf of the following persons in the capacities and on the dates stated.

Signature	Title	Date
/s/ Peter Henricsson	Chief Executive Officer	December 23, 2011
Peter Henricsson

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EXHIBIT INDEX

Exhibit Number		Description
3.1		Articles of Incorporation of Rocap Marketing Inc.
3.2		Bylaws of Rocap Marketing Inc.
5.1		Opinion of Chachas Law Group P.C.
21.1		Subsidiaries of the Registrant
23.1		Consent of Li & Company, PC
23.2		Consent of Counsel (included in Exhibit 5.1)
24.1		Power of Attorney

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