UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended June 30, 2016
	For the quarterly period ended September 30, 2016
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to __________
	Commission File Number: 333-193736

SocialPlay USA, Inc.

(Exact name of registrant as specified in its charter)

Nevada	46-4412037
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
8275 S. Eastern Avenue, Suite 200, Las Vegas NV 89123
(Address of principal executive offices)
(702) 430-2850
(Registrant’s telephone number)
2532 Open Range Dr., Fort Worth TX 76177
__________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

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

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

[ ] Large accelerated filer

[ ] Non-accelerated filer

[ ] Accelerated filer

[X] Smaller reporting company

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

[ ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 11,820,~~000~~ 003 common shares as of ~~January~~March 1331, 2017.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

Table of Contents

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	68
Item 4:	Controls and Procedures	78
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	810
Item 1A:	Risk Factors	810
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	810
Item 3:	Defaults Upon Senior Securities	810
Item 4:	Mine Safety Disclosures	910
Item 5:	Other Information	910
Item 6:	Exhibits	910

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Condensed Balance Sheets as of ~~June~~September 30, 2016 (unaudited) and December 31, 2015 (audited);
F-2	Condensed Statements of Operations for the Three and ~~Six~~Nine Months ended ~~June~~September 30, 2016 and 2015 (unaudited);
F-3	Condensed Statements of Cash Flows for the ~~Six~~Nine Months ended ~~June~~September 30, 2016 and 2015 (unaudited);
F-4	Notes to Condensed Financial Statements.

Table of Contents

SocialPlay USA, Inc. ~~(formerly Artesanias Corp.)~~

Condensed Balance Sheets

As of ~~June~~September 30, 2016 (unaudited) and December 31, 2015 (audited)

	June 30,			December 31,
	September 30,			December 31,
	2016			2015
	$			$
Current assets
Cash		~~340~~62			69
Prepaid expenses		-—			26,210
Total assets		~~340~~62			26,279
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable [note 9]		341,962			279,879
Accounts payable		131,900			85,562
Accrued liabilities		4650,~~088~~006			23,076
Convertible promissory notes [note 5]		-			58,829
Payable to related parties [Note 9]		133,817			194,317
Derivative liabilities [note 6]		-			178,258
Convertible promissory notes [Note 5]		73,403			58,829
Total Current Liabilities		388,050			540,042
Derivative liabilities [Note 6]		297,792			178,258
Non-current liabilities
Total liabilities		686,918			540,042
Convertible promissory notes [note 5]		54,223			-
Derivative Liabilities [note 6]		266,628			-
Total Liabilities		708,901			540,042
Stockholders' deficiency
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively [note 7]		—			—
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively [Note 7]		—			—
Common stock, $0.001 par value, 200,000,000 shares authorized, 11,820,000 and 11,720,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015 [note 7]		11,820			11,720
Common stock, $0.001 par value, 200,000,000 shares authorized, 11,820,003 and 11,720,000 common shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively [Note 7]		11,820			11,720
Additional paid-in capital		678,680			545,280
Accumulated deficit		(1,399,061	)		(1,070,763	)
Shares to be issued		1,140,000			—
Total stockholders' deficiency		(708,561	)		(513,763	)
Accumulated deficit		(2,517,356	)		(1,070,763	)
Total liabilities and stockholders' deficiency		340			26,279
Total stockholders' deficiency		(686,856	)		(513,763	)
Total liabilities and stockholders' deficiency		62			26,279

See accompanying notes

F-1

Table of Contents

SocialPlay USA, Inc. ~~(formerly Artesanias Corp.)~~

Condensed Statements of Operations

For the Three and ~~Six~~Nine Months ended ~~June~~September 30, 2016 and 2015 (unaudited)

	Three months			Three months				~~Six~~Nine months			~~Six~~Nine months
	ended June 30,			ended June 30,				ended June 30,			ended June 30,
	ended			ended				ended			ended
	September 30,			September 30,				September 30,			September 30,
	2016			2015				2016			2015
	$			$				$			$
REVENUE		—			—				—			—
EXPENSES
Legal and professional fees		139,~~994~~306			2318,~~503~~585				2736,~~057~~363			4563,~~113~~697
Advertising and promotion		~~5,000~~—			542,~~473~~000				5,000			5456,473
Consulting fees - Investor relations		971,~~088~~000			1834,~~968~~500				~~232~~233,587			1853,~~968~~468
Transfer agent fees		121,~~265~~254			~~1,750~~940				1315,~~755~~009			45,~~390~~330
Directors' fees		7,500			15,000				15,000			15,775
Directors' fees and other charges [Note 9]		—			65,000				15,000			80,775
Other operating expenses		~~1,195~~148			124,~~800~~497				1,~~340~~488			1217,~~800~~297
Total operating expenses		~~137~~11,~~042~~708			~~126~~125,~~494~~522				~~294~~306,~~739~~447			~~151~~277,~~519~~040
Interest and bank charges		17,600			7,879				37,528			8,127
Forgiveness of debt [Note 10]		(62,500)			—				(62,500)			—
Gain on extinguishment of debt		-					-		(11,462)			-
Interest and bank charges		7,744			17,295				34,544			25,422
Day-one derivative loss [note 5 and 6]		-			252,683				-			252,683
Accretion of discount on convertible notes		14,900			—				25,627			—
Licensing fees [note 4]		-			630,000				-			630,000
Day-one derivative loss [Note 5 and 6]		—			—				—			252,683
Change in fair value of derivatives [note 5 and 6]		19,591			(77,316)				7,493			(77,316)
Licensing fees [Note 4]		1,140,000			—				1,140,000			630,000
Net loss for the year before income taxes		174,233			939,740				328,298			965,013
Gain on extinguishment of debt		—			—				(11,462	)		—
Change in fair value of derivatives [Note 5 and 6]		6,444			(217,605	)			13,937			(294,921	)
Loss (Income) before income taxes		(1,118,296)			(74,788	)			1,446,593			890,224
Income taxes		—			—				—			—
Net and comprehensive loss for the period		(174,233	)		(939,740	)			(328,298	)		(965,013	)
Net income (loss) for the period		(1,118,296	)		74,788				(1,446,593	)		(890,224	)
Loss per share, basic and diluted		(0.0148	)		(0.0815	)			(0.0278	)		(0.0837	)
(Earnings) loss per share, basic and diluted		0.095			0.006				(0.123	)		(0.076	)
Weighted Average Number of common shares outstanding		11,812,222			11,520,000				11,778,242			11,520,000
Weighted average number of common shares outstanding		11,820,003			11,720,000				11,792,161			11,720,000

See accompanying notes

F-2

Table of Contents

SocialPlay USA, Inc. ~~(formerly Artesanias Corp.)~~

Condensed Statements of Cash Flows

For the ~~Six~~Nine Months ended ~~June~~September 30, 2016 and 2015 (unaudited)

	Six months			Six months
	Nine Months Ended			Nine Months Ended
	ended June 30,			ended June 30,
	September 30,			September 30,
	2016			2015
	$	$		$	$
OPERATING ACTIVITIES
Net loss for the period		(~~328~~1,~~298~~446,593	)		(~~965~~890,~~013)~~224	)
Shares issued for services		133,500			-—
Interest expense - accretion of convertible notes		2439,~~783~~683			718,~~025~~991
Day-one derivative loss		-—			252,683
Licensing fees [Note 4]		-			630,000
License fees		1,140,000			630,000
Change in fair value of derivatives		713,~~493~~937			(77294,~~316)~~921	)
Gain on extinguishment of debt		(11,462)	)		-—
Net change in non-cash working capital balances:
Prepaid expenses		26,210			(7159,~~532)~~032	)
Accounts payable and accrued liabilities		8512,~~095~~768			95159,~~486~~809
Cash used in operating activities		(6291,~~679~~957	)		(~~128~~182,~~667~~694	)
INVESTING ACTIVITIES
Cash paid for license fees		—			(36,933	)
Cash used in investing activities		—			(36,933	)
FINANCING ACTIVITIES
Proceeds from issuance of convertible promissory notes		62,950			132,200
Proceeds from issuance of common stock		—			—
Cash provided by financing activities		62,950			132,200
Proceeds from stock receivable		—			—
Net increase (decrease) in cash during the year		271			(6,467)
Proceeds from issuance of convertible promissory notes		91,950			213,180
Cash, beginning of the period		69			6,544
Cash provided by financing activities		91,950			213,180
Cash, end of period		340			77
Net (decrease) increase in cash during the period		(7	)		(6,447	)
Cash, beginning of period		69			6,544
Cash, end of period		62			97
Supplemental disclosure with respect to cash flows:
Cash paid for income taxes		—			—
Cash paid for interest		—			—

See accompanying notes

F-3

Table of Contents

SocialPlay USA, Inc. ~~(formerly Artesanias Corp.)~~

Notes to Condensed Financial Statements

As of ~~June~~September 30, 2016 (unaudited)

Note 1 – History and Organization of the Company

The Company was incorporated on December 31, 2013 (Date of Inception) under the laws of the State of Nevada, as Artesanias Corp. (the “Company”). On June 12, 2015, the Board of Directors of the Company changed the name from Artesanias Corp. to SocialPlay USA, Inc. to reflect the business focus of the Company. The Company plans to develop a business that provides marketing, monetization, and support services for the companies in gaming and mobile application markets.

The Company has limited operations and is considered to be in the development stage.

Note 2 – Going Concern

The Company’s unaudited condensed financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company had an accumulated deficit of $12,~~399~~517,~~061~~356 and a working capital deficit of $~~387~~686,~~710~~856 as of ~~June~~September 30, 2016. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Note 3 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, the unaudited condensed financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2016 or for any other interim period. The unaudited condensed financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2015.

Use of Estimates

The preparation of the financial statements in conformity with US 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 reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include valuation of derivatives, valuation allowance for deferred tax assets, accruals and going concern assessment. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates .

F-4

Table of Contents

SocialPlay USA, Inc. ~~(formerly Artesanias Corp.)~~

Notes to Condensed Financial Statements

As of ~~June~~September 30, 2016 (unaudited)

~~Reclassification~~Recently Issued ofAccounting ~~comparative figures~~Standards

~~Certain~~The Company ofevaluated all recent accounting pronouncements issued and determined that the ~~prior~~adoption ~~period~~of ~~figures~~these ~~have~~pronouncements ~~been~~would not ~~reclassified~~have toa ~~align~~material ~~with~~effect ~~Management’s~~on ~~current~~the ~~view~~financial position, results of operations or cash flows of the Company~~’s operations~~.

~~Recently~~Note 4 ~~Issued~~– ~~Accounting~~Prepaid ~~Standards~~Licensing Fees

~~The~~Pursuant to Exclusive License Agreement dated May 21, 2015 with a third party, the Company ~~evaluated~~acquired ~~all~~an ~~recent~~exclusive ~~accounting~~license to develop, market and sell products and services based ~~pronouncements~~upon ~~issued~~any and ~~determined~~all ~~that~~intellectual property. The initial term of this Agreement was five years. This Agreement may be renewed for an additional five year term upon written notice to be given by the ~~adoption~~Company no later than thirty days prior to the expiration of ~~these~~the initial ~~pronouncements~~term. ~~would~~In ~~not~~consideration ~~have~~for athe ~~material~~license ~~effect~~granted onhereunder, the ~~financial~~Company issued to the third party 1,000,000 (200,000 after ~~position~~reverse split) shares of common stock. In addition, ~~results~~the Company shall issue 1,000,000 (200,000 after reverse split) shares of ~~operations~~common stock on or ~~cash~~before ~~flows~~each anniversary of ~~the~~this Agreement for so long as it shall remain in effect. The Company also agreed to make payments totaling $120,000 to the third party through an agreed payment schedule.

~~Note~~As 4technological –feasibility ~~Prepaid~~was ~~Licensing~~not ~~Fees~~achieved, during the year ended December 31, 2015 the Company recognized as expense the total consideration due of $630,000, $120,000 being payable in cash and $510,000 in the form of 1,000,000 (200,000 after reverse split) shares of common stock issued on July 1, 2015, valued at the market price of $0.51 per share.

~~Pursuant~~Further, toduring ~~Exclusive~~the ~~License~~period ~~Agreement~~ended ~~dated~~September ~~May 21~~30, ~~2015 with a third party~~2016, the Company ~~acquired~~recognized anas ~~exclusive~~expense ~~license~~licensing tofee ~~develop, market and sell products and services based upon any and all intellectual property. The initial term~~ of this Agreement was five years. This Agreement may be renewed for an additional five year term upon written notice to be given by the Company no later than thirty days prior to the expiration of the initial term. In consideration for the license granted hereunder, the Company issued to the third party $1,~~000~~140,000 ~~(200,000~~representing ~~after reverse~~the ~~split)~~fair ~~shares~~value of ~~common~~additional ~~stock. In addition, the Company shall issue~~ 1,000,000 ~~(200,000 after reverse split)~~ shares ~~of common~~ ~~stock~~to onbe orissued ~~before~~under ~~each~~the ~~anniversary~~agreement, ofvalued ~~this~~at ~~Agreement~~the ~~for~~market soprice ~~long~~of ~~as it shall remain in effect~~$1.14 ~~The~~per ~~Company also agreed to make payments totalling $120,000 to the third party through an agreed payment schedule~~share.

~~As technological feasibility was not yet achieved,~~Note ~~the~~5 ~~Company~~– ~~recognized~~Convertible asPromissory expense the total consideration due of $630,000, $120,000 being payable in cash and $510,000 in the form of 1,000,000 (200,000 after reverse split) shares of common stock issued on July 1, 2015, valued at the market price of $0.51 per share.Notes

~~Note~~The outstanding 5convertible –promissory ~~Convertible~~notes ~~Promissory~~as ~~Notes~~at December 31, 2015 represent obligations of the Company to CMGT Inc. (CMGT). The movement in this obligation is as follows:

The outstanding convertible promissory notes as at December 31, 2015 represent obligations of the Company to CMGT Inc. (CMGT). The movement in this obligation is as follows:

	$
Promissory notes issued during 2015		229,180
Discount recognized due to embedded derivatives		(217,900	)
Accretion on notes for 2015		47,549
Accreted value of notes as at December 31, 2015		58,829

	$
Promissory notes issued during 2015		229,180
Discount recognised due to embedded derivatives		(217,900	)
Accretion on notes for 2015		47,549
Accreted value of notes as at December 31, 2015		58,829

On January 11, 2016, the Company consolidated all of its obligations to CMGT under a single Convertible Promissory Note due June 1, 2018 (the “Note”) and recognized gain on extinguishment of debt amounting to $11,462. The Note bears interest at a rate of ten percent (10%) per year, with all principal and interest due on or before June 1, 2018. Under the Note, the Company is obligated to pay quarterly payments of interest only commencing March 31, 2016. The Company may prepay the Note in whole or in part without penalty. The Note is convertible at a price equal to sixty percent (60%) of the market price for its common stock, which is defined as the average of the lowest three closing bid prices for the common stock in the ten trading days preceding the conversion. The conversion price of the Note is also subject to adjustment in the event of certain stock issuances which are lower than the conversion price otherwise in effect at the time of the conversion. In addition, CMGT’s right to convert is limited such that no conversion can be made which would result in CMGT or its affiliates owning more than 4.99% of the issued and outstanding common stock of the Company following the conversion.

~~F-5~~Table of Contents

~~Table~~SocialPlay USA, ~~of Contents~~Inc.

~~SocialPlay~~Notes to ~~USA,~~Condensed ~~Inc.~~Financial ~~(formerly Artesanias Corp.)~~Statements

~~Notes~~As of toSeptember ~~Condensed~~30, ~~Financial~~2016 ~~Statements~~(unaudited)

AsNote 5 of– ~~March~~Convertible ~~31,~~Promissory ~~2016~~Notes (~~unaudited~~continued)

Note 5 – Convertible Promissory Notes (continued)

	$
Promissory notes issued during 2015	229,180
Promissory notes issued during Q1 2016	19,950
Discount recognized due to embedded derivatives	(217,959	)
Accretion on notes for Q1 2016	7,466
Accreted value of notes as at March 31, 2016	38,637
Promissory notes issued during Q2 2016	43,000
Discount recognized due to embedded derivatives	(38,141	)
Accretion on notes for Q2 2016	10,727
Accreted value of notes as at June 30, 2016	54,223
Promissory notes issued during Q3 2016	29,000
Discount recognized due to embedded derivatives	(24,720	)
Accretion on notes for Q3 2016	14,900
Accreted value of notes as at September 30, 2016	73,403

Promissory notes issued during 2015	229,180
Promissory notes issued during Q1 2016	19,950
Discount recognised due to embedded derivatives	(217,959	)
Accretion on notes for Q1 2016	7,466
Accreted value of notes as at March 31, 2016	38,637
Promissory notes issued during Q2 2016	43,000
Discount recognised due to embedded derivatives	(38,141	)
Accretion on notes for Q2 2016	10,727
Accreted value of notes as at June 30, 2016	54,223

As of September 30, 2016, total principal due under the Note was $321,130, and accrued interest totaled $31,340 (December 31, 2015: $229,180 and $10,963).

AsThe embedded ofconversion ~~June~~features ~~30,~~and ~~2016,~~reset ~~total~~feature ~~principal due~~in ~~under~~ the ~~Note~~notes ~~was~~were ~~$292,130,~~accounted ~~and~~for ~~accrued~~as ~~interest~~a ~~totaled~~derivative ~~$23,625~~liability ~~(December~~based ~~31,~~on ~~2015:~~FASB ~~$229,180~~guidance (also ~~and~~refer ~~$10,963~~note 5).

~~The embedded conversion features and reset~~Details ~~feature~~of in the ~~notes~~advances ~~were~~under ~~accounted~~the ~~for~~convertible aspromissory anote ~~derivative~~issued ~~liability~~are ~~based~~as ~~on FASB guidance (also refer note 5).~~ follows:

Details of the advances under the convertible promissory note issued are as follows:

Advance Date	Amount
	$
June 9, 2015		28,000
June 10, 2015		60,000
June 11, 2015		30,000
June 15, 2015		14,200
July 1, 2015		35,000
July 11, 2015		17,980
August 14, 2015		28,000
December 1, 2015		16,000
February 12, 2016		9,000
February 23, 2016		10,950
May 05, 2016		10,000
June 02, 2016		22,000
June 17, 2016		11,000
July 5, 2016		4,000
August 15, 2016		15,000
August 19, 2016		5,000
September 7, 2016		5,000
		321,130

Advance Date	Amount
	$
June 9, 2015		28,000
June 10, 2015		60,000
June 11, 2015		30,000
June 15, 2015		14,200
July 1, 2015		35,000
July 11, 2015		17,980
August 14, 2015		28,000
December 1, 2015		16,000
February 12, 2016		9,000
February 23, 2016		10,950
May 05, 2016		10,000
June 02, 2016		22,000
June 17, 2016		11,000
		292,130

Interest expense for the quarter ended September 30, 2016 recognized on these convertible promissory notes amounts to $7,715 included in interest and bank charges in the statements of operations. Interest expense for the nine month period ended September 30, 2015 amounts to $20,166.

~~Interest expense for the quarter ended June~~Note ~~30, 2016 recognized on these convertible promissory notes amounts to $~~6~~,554.61~~ ~~included~~– inDerivative ~~interest and bank charges in the statements of operations. Interest expense for the six month period ended June 30, 2016 amounts to $12,385.61.~~Liabilities

~~Note~~In connection 6with –the ~~Derivative~~issuance ~~Liabilities~~of convertible promissory notes, the Company may sell options or warrants to purchase Company’s common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

In connection with the issuance of convertible promissory notes, the Company may sell options or warrants to purchase Company’s common stock. In certain circumstances, these options or warrants may be classified as derivative liabilities, rather than as equity. Additionally, the debt or equity instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.F-6

~~F-6~~Table of Contents

~~Table~~SocialPlay USA, ~~of Contents~~Inc.

~~SocialPlay~~Notes to ~~USA,~~Condensed ~~Inc.~~Financial ~~(formerly Artesanias Corp.)~~Statements

~~Notes~~As of toSeptember ~~Condensed~~30, ~~Financial~~2016 ~~Statements~~(unaudited)

AsNote 6 of– ~~March~~Derivative ~~31,~~Liabilities ~~2016~~ (~~unaudited~~continued)

~~Note~~The Company's 6derivative –instrument ~~Derivative~~liabilities ~~Liabilities~~are re-valued at amendment and at the end of each reporting period, with changes in ~~(continued)~~the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option.

The ~~Company's derivative instrument liabilities~~ ~~are~~following ~~re-valued~~table atsummarizes ~~amendment and at~~ the ~~end~~movements ~~of each reporting period, with changes~~ in ~~the fair value of the~~ derivative liability recorded as charges or credits to income in the period in which the changes occur. For options, warrants and bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option.:

The following table summarizes the movements in derivative liabilities:

	$
Face value of convertible promissory notes issued during Q2 2015		132,200
Day-one derivative loss recognized immediately		252,683
Derivative liabilities on issuance		384,883
Change in fair value of derivatives		(77,316	)
Derivative liabilities as at June 30, 2015		307,567
Derivative liability on issuance		73,249
Change in fair value of derivatives		(217,605	)
Derivative liabilities as at September 30, 2015		163,211
Derivative liability on issuance		12,369
Change in fair value of derivatives		2,678
Derivative liabilities as at December 31, 2015		178,258
Change due to Debt Extinguishment		(175,223	)
Change due to Consolidated Debt Re-issuance (note 4)		217,959
Change in Fair Value		(12,098	)
Derivative liabilities as at March 31, 2016		208,896
Derivative liability on issuance		38,141
Change in fair value of derivatives		19,591
Fair value as at June 30, 2016		266,628
Derivative liability on issuance		24,720
Change in fair value of derivatives		6,444
Fair value as at September 30, 2016		297,792

	$
Face value of convertible promissory notes issued during Q2 2015		132,200
Day-one derivative loss recognized immediately		252,683
Derivative liabilities on issuance		384,883
Change in fair value of derivatives		(77,316	)
Derivative liabilities as at June 30, 2015		307,567
Derivative liability on issuance		73,249
Change in fair value of derivatives		(217,605	)
Derivative liabilities as at September 30, 2015		163,211
Derivative liability on issuance		12,369
Change in fair value of derivatives		2,678
Derivative liabilities as at December 31, 2015		178,258
Change due to Debt Extinguishment		(175,223	)
Change due to Consolidated Debt Re-issuance (note 4)		217,959
Change in Fair Value		(12,098	)
Derivative liabilities as at March 31, 2016		208,896
Derivative liability on issuance		38,141
Change in fair value of derivatives		19,591
Fair value as at June 30, 2016		266,628

The multinomial lattice model was used to value the convertible notes and the embedded derivative liabilities at issuance and period end date, using the following assumptions.

	September 30,
Assumptions	2016
Dividend yield		0.00	%
Risk-free rate for term		0.20% - 0.59%
Volatility		309.4	%
Remaining terms (years)		0.17-1.67 years
Stock price ($ per share)		0.80

	June 30,
Assumptions	2016
Dividend yield		0.00	%
Risk-free rate for term		0.20% - 0.72%
Volatility		334.0%-361.7	%
Remaining terms (years)		0-2.07 years
Stock price ($ per share)		0.70-1.19

F-7

~~F-7~~Table of Contents

~~Table~~SocialPlay USA, ~~of Contents~~Inc.

~~SocialPlay~~Notes to ~~USA,~~Condensed ~~Inc.~~Financial ~~(formerly Artesanias Corp.)~~Statements

~~Notes~~As of toSeptember ~~Condensed~~30, ~~Financial~~2016 ~~Statements~~(unaudited)

AsNote 7 of– ~~March~~Stockholders’ ~~31, 2016 (unaudited)~~Deficiency

~~Note 7 – Stockholders’ Deficiency~~Authorized:

~~Authorized:~~The Company is authorized to issue up to 200,000,000 shares of its $0.001 par value common stock and up to 100,000,000 shares of its $0.001 par value preferred stock.

~~The Company is authorized to issue up to 200,000,000~~Issued ~~shares of its $0.001 par value common stock~~ and ~~up to 100,000,000 shares of its $0.001 par value preferred stock.~~outstanding:

~~Issued~~On February 25, 2015, the Company executed a 12 for 1 forward stock split of issued shares of common stock. Further, on July 27, 2015, the Company effectuated a 1 for 5 reverse stock split. The accompanying condensed financial statements have been retrospectively adjusted for all periods presented to reflect the effect of the forward and ~~outstanding:~~reverse stock split.

On July ~~February 25~~1, 2015, the Company ~~executed a~~issued ~~12 for~~ 1,000,000 ~~forward~~(200,000 ~~stock~~after reverse split) ~~of issued~~ shares of common stock. ~~Further,~~pursuant onto ~~July~~Exclusive ~~27, 2015, the Company effectuated a 1 for 5 reverse~~License ~~stock~~Agreement ~~split.~~dated ~~The~~May ~~accompanying~~21, ~~condensed~~2015 ~~financial~~as ~~statements~~explained ~~have~~in ~~been~~note ~~retrospectively~~4 ~~adjusted for all periods presented~~ to ~~reflect~~ the ~~effect~~condensed offinancial ~~the forward and reverse stock split~~statements.

OnAs at ~~July~~September 130, 2016 and December 31, 2015, ~~the~~there ~~Company~~were ~~issued 1~~11,~~000~~820,~~000~~ 003 (~~200~~after stock split) and 11,720,000 (after ~~reverse~~ stock-split) shares of common stock ~~pursuant to Exclusive License Agreement dated May 21~~respectively, ~~2015~~issued asout ~~explained~~of ~~in note 4 to~~ the ~~condensed~~authorized ~~financial~~200,000,000 ~~statements~~common shares.

AsOn February ~~at June 30~~17, 2016, ~~and~~the ~~December~~Company ~~31,~~issued ~~2015~~50, ~~there~~000 ~~were~~shares ~~11,820,000~~of ~~(after~~common stock ~~split)~~to ~~and~~Ten 11West Holdings,~~720,000~~ ~~(after~~Inc. ~~stock-split)~~as ~~shares~~consideration offor ~~common~~corporate advisory ~~stock~~services ~~respectively~~amounting to $56,000 ~~issued~~pursuant ~~out~~to ~~of the~~agreement ~~authorized~~dated ~~200~~November 16,~~000,000~~ ~~common~~2015. ~~shares~~All services have been performed as of February 16, 2016.

On April ~~February 17~~15, 2016, the Company issued 50,000 shares of common stock to Ten West Holdings, Inc. as consideration for corporate advisory services amounting to $5677,~~000~~500 pursuant to agreement dated ~~November~~March 169, ~~2015~~2016. All services have been performed as of ~~February~~June 1610, 2016.

~~On April 15, 2016, the Company~~Shares ~~issued 50,000 shares of common stock~~ to ~~Ten~~be ~~West Holdings, Inc. as consideration for corporate advisory services amounting to $77,500 pursuant to agreement dated March 9, 2016. All services have been performed as of June 10, 2016.~~ issued:

~~Note~~The amount 8represents –fair ~~Commitments~~value of 1,000,000 shares to be issued on each anniversary of the Exclusive License Agreement referred to in Note 4.

~~The Company has commitments to issue 1,000,000~~Note ~~(200,000~~8 ~~after~~– ~~reverse~~Commitments ~~split) shares of common stock on or before each anniversary pursuant to Exclusive License Agreement dated May 21, 2015 as explained in note 4 to the condensed financial statements.~~

~~Note~~The Company 9has –commitments ~~Related~~to ~~Party~~issue ~~Transactions~~1,000,000 (200,000 after reverse split) shares of common stock on or before each anniversary pursuant to Exclusive License Agreement dated May 21, 2015 as explained in note 4 to the condensed financial statements.

~~On April 27, 2015, the Company entered into~~Note an9 ~~Exclusive~~– ~~License~~Related ~~Agreement~~Party (the “Agreement”) with related party Social Play, Inc. (“Social Play”). Under the Agreement, the Company has been granted the exclusive rights within the U.S. and Canada to develop, market and sell products and services based upon Social Play’s patent-pending “SP Cloud Goods” system.Transactions

~~Accounts~~On April ~~payable~~27, ~~and~~2015, ~~accrued~~the ~~liabilities~~Company ~~include~~entered into an Exclusive License Agreement (the “License Agreement”) with related party Social Play, Inc. (“Social Play”). Under the ~~following~~Agreement, ~~balances~~the ~~owed~~Company has been granted the exclusive rights within the U.S. and Canada to ~~related~~develop, ~~parties:~~market and sell products and services based upon Social Play’s patent-pending “SP Cloud Goods” system.

	June 30, 2016		June 30, 2015
Owed to Director Chitan Mistry for Director fees	$	72,500		65,000
Owed to former Director Lucie Letellier for Director fees last year		53,750		53,750
Owed to shareholder company, Social Play, Inc, as remaining balance for license agreement		83,067		83,067

On August 22, 2016, the Company entered into a Severance Agreement and Mutual Release (the “Agreement”) with the former President, CEO, and director Chitan Mistry. In connection with Mr. Mistry’s resignation, the Company paid him a severance payment in the amount of $10,000 pursuant to the terms of the Agreement. Under the Agreement, Mr. Mistry and the company also provided mutual general releases of any liability to one another.

~~Office space and services~~Accounts ~~are~~payable ~~provided without charge by an officer~~ and ~~director~~accrued ofliabilities include the ~~Company.~~following ~~Such~~balances, ~~costs~~which are ~~not~~unsecured, ~~significant~~non-interest tobearing ~~the~~and ~~condensed~~have ~~financial statements~~no ~~and,~~set ~~accordingly~~repayment term, ~~have~~owed ~~not~~to ~~been~~related ~~reflected therein.~~parties:

Other than disclosed elsewhere in the condensed financial statements, the only related party transaction during the six months ended June 30, 2016 and 2015 is directors’ fees of $15,000 and $15,775 respectively. During the three months ended June 30, 2016 and 2015, directors’ fees were $7,500 and $15,000 respectively.

	September 30, 2016		December 31, 2015
Owed to Director Chitan Mistry for Director fees	$	-		57,500
Owed to former Director Lucie Letellier for Director fees		50,750		53,750
Owed to shareholder company, Social Play, Inc, as remaining balance for license agreement		83,067		83,067

~~F-8~~Office space and services are provided without charge by an officer and director of the Company. Such costs are not significant to the condensed financial statements and, accordingly, have not been reflected therein.

~~Table~~Other than disclosed elsewhere in the condensed financial statements, the only related party transaction during the nine months ended September 30, 2016 and 2015 is directors’ fees of ~~Contents~~$15,000 and $15,775 respectively. During the three months ended September 30, 2016 and 2015, directors’ fees were $0 and $15,000 respectively.

~~SocialPlay USA, Inc. (formerly Artesanias Corp.)~~F-8

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

~~As of March 31~~SocialPlay USA, ~~2016 (unaudited)~~Inc.

~~Note~~Notes to 10Condensed –Financial ~~Subsequent Events~~Statements

~~The Company’s management has evaluated~~As ~~subsequent~~of ~~events~~September ~~up to January 13~~30, ~~2017~~2016 ~~the date the~~ (unaudited ~~condensed financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined the following subsequent events:~~)

~~On August 22, 2016, the Company entered into~~Note a Severance Agreement and Mutual Release (the “Agreement”) with the former President, CEO, and director Chitan Mistry. In connection with Mr. Mistry’s resignation, the Company paid him a severance payment in the amount of $10~~,000~~ ~~pursuant to~~– Forgiveness ~~the terms~~ of ~~the Agreement. Under the Agreement, Mr. Mistry and the company also provided mutual general releases of any liability to one another.~~debt

~~F-9~~On August 22, 2016, the Company entered into a severance and mutual release agreement with a former President, CEO and Director. The Company made a severance payment in the amount of $10,000 and both the Company and the former President provided mutual general releases of any liability. As a result of the said agreement, the amount of $62,500 owed to the former President was written back.

~~Table~~Note 11 of– ~~Contents~~Subsequent Events

~~Item~~The ~~2. Management~~Company’s ~~Discussion~~management ~~and~~has ~~Analysis~~evaluated subsequent events up to March 31, 2017 the date the unaudited condensed financial statements were issued, pursuant to the requirements of ~~Financial~~ASC ~~Condition~~Topic 855 and ~~Results~~has ofdetermined ~~Operations~~the following subsequent events:

~~Forward-Looking~~On February ~~Statements~~17, 2017, the Company entered into a First Amendment to Convertible Promissory Note with CMGT, Inc. Under the Amendment, the Company has modified the conversion feature of the Note so that the conversion price for all amounts owing thereunder is now $0.10 per share of common stock. In addition, the Amendment waives the Company’s prior defaults in payment of interest under the Note in the amount of $44,289, and adds such sum to the principal balance of the Note. The Company is now required to make quarterly interest payments commencing September 30, 2017. All other terms of the original Note remain in full force and effect.

~~Certain statements, other than purely historical~~On ~~information,~~March ~~including estimates~~11, ~~projections~~2017, ~~statements relating to our business plans, objectives, and expected operating results, and~~ the ~~assumptions~~Company ~~upon~~entered ~~which~~into ~~those~~a ~~statements~~binding ~~are~~Letter ~~based,~~of ~~are~~Intent ~~“forward-looking statements.” These forward-looking statements generally are identified by~~ (the ~~words~~ “~~believes,~~LOI”) ~~“project,”~~with ~~“expects,”~~Spot ~~“anticipates,” “estimates,”~~and ~~“intends~~Play,” ~~“strategy,”~~Inc. (“~~plan,” “may,” “will,”~~Spot ~~“would,”~~and ~~“will be,~~Play”) ~~“will~~and ~~continue,”~~its ~~“will~~sole ~~likely result~~shareholder,” ~~and~~Karthik ~~similar expressions~~Mani. ~~Forward-looking~~ ~~statements~~Spot ~~are based on current expectations~~ and ~~assumptions~~Play ~~that~~is ~~are~~developing ~~subject~~the to“Spot ~~risks~~ and ~~uncertainties~~Pay” ~~which~~application, ~~may~~which ~~cause~~provides ~~actual~~a way ~~results~~ to ~~differ~~centralize ~~materially~~payment ~~from~~or ~~the~~donate ~~forward-looking~~money ~~statements.~~using ~~Our~~a ~~ability~~unique tobusiness ~~predict~~code ~~results~~in orform ~~the~~of ~~actual effect~~a ofvisual ~~future~~code ~~plans~~at location, or ~~strategies~~using isbusiness ~~inherently~~name ~~uncertain~~if remote. ~~Factors~~The ~~which~~LOI ~~could~~contemplates ~~have~~the aacquisition ~~material~~of ~~adverse~~up ~~affect~~to on100% ~~our~~of ~~operations~~ Spot and ~~future~~Play ~~prospects~~for on a ~~consolidated~~total ~~basis~~purchase ~~include, but are not limited to: changes in economic conditions, legislative/regulatory~~price ~~changes, availability~~ of ~~capital~~$1, ~~interest rates~~000, ~~competition, and generally accepted accounting principles~~000. ~~These~~The ~~risks~~initial ~~and~~investment ~~uncertainties should~~will ~~also~~consist beof ~~considered~~$300,000 in ~~evaluating~~cash, ~~forward-looking~~to ~~statements~~be ~~and~~paid ~~undue~~for ~~reliance~~a ~~should~~30% ~~not~~ownership beinterest ~~placed~~in onSpot ~~such~~and ~~statements~~Play.

~~Management’s~~On March ~~Discussion~~15, 2017, the Company designated a new class of Series A Preferred Stock. Series A Preferred Stock consists of 10,000,000 shares, par value $0.001 per share. Series A Preferred stock has no stated value, ranks pari passu with our common stock upon liquidation, and ~~Analysis~~has no special dividend rights. Shares of Series A Preferred Stock are convertible to common stock, at the option of ~~Financial~~the ~~Condition~~holder, ~~and~~at ~~Results~~a rate of ~~Operations~~20 shares of common stock for each share of preferred stock. Shares of Series A Preferred Stock may be voted on an as-of-converted basis on all matters submitted to the vote or consent of the holders of our common stock. The Company has not issued any shares of Series A Preferred Stock at this time.

~~Company Overview~~F-9

WeTable ~~were incorporated in the State~~ of Nevada on December 31, 2013 as Artesanias Corp. Our original business plan involved distribution of the arts and crafts of the indigenous tribes of Panama via the Internet. On January 20, 2015, we underwent a change in control when our former majority shareholder and sole officer, Jose Soto, sold his controlling interest and resigned after appointing our current CEO and Director, Chitan Mistry, and our former CFO and Director, Lucie Lettelier. Following the change in control, we are no longer pursuing our original business plan.Contents

~~On April 27, 2015, we entered into an Exclusive~~Item ~~License Agreement (the “Agreement”) with Social Play, Inc~~2. ~~(“Social Play”). Under the Agreement, we have been granted the exclusive rights within the U.S. and Canada to develop, market and sell products and services based upon Social Play~~Management’s ~~patent-pending~~Discussion ~~“SP Cloud Goods” system. SP Cloud Goods is cloud-based game hosting~~ and ~~management~~Analysis ~~system where~~of ~~video~~Financial ~~game~~Condition ~~developers can add~~ and ~~remove~~Results virtual goods from the game, manage players, manage virtual store pricing, and view vital game and player statistics. Using this system, game developers can affect their games in real-time, without the need to rebuild or republish the game. The SP Cloud Goods intellectual property also includes a system for game developers to collect payments for virtual goods sold to players in their games, as well as a marketplace component that will allow advertisers and game developers to choose where, when, and how advertisements are placed in games. The system will also facilitate the transfer of ~~funds from advertisers to game developers.~~Operations

~~The Agreement runs for an initial term of five~~Forward-Looking (5) years, with an optional extension for an additional five years. In consideration for the license, we agreed to issue Social Play 1,000,000 (200,000 after reverse split) shares of common stock and an additional 1,000,000 (200,000 after reverse split) shares on each anniversary of the Agreement for so long as it is in effect. Further, we agreed to make cash payments to Social Play in the total amount of $120,000, payable in monthly payments of not less than $20,000 until paid in full.Statements

OnCertain statements, ~~August~~other 22than purely historical information, ~~2016~~including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the ~~board~~assumptions ofupon ~~directors~~which those statements are based, are “forward-looking ~~appointed~~statements.” ~~Robert~~These ~~Rosner~~forward-looking asstatements ~~our~~generally ~~new~~are ~~President~~identified by the words “believes,” ~~CEO~~“project,” “expects,” ~~CFO~~“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and ~~Director~~similar expressions. ~~Following~~Forward-looking ~~this~~statements ~~appointments,~~are ~~the~~based ~~board~~on ~~accepted~~current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the ~~resignation~~forward-looking statements. Our ability to predict results or the actual effect of ~~Chitan~~future ~~Mistry~~plans asor strategies is inherently uncertain. Factors which could have a material adverse affect on our ~~former~~operations ~~sole~~and ~~officer~~future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and ~~director~~generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

~~Significant~~Management’s Discussion ~~Equipment~~and Analysis of Financial Condition and Results of Operations

~~We do not intend to purchase any significant~~Company ~~equipment for the next twelve months.~~ Overview

4We were incorporated in the State of Nevada on December 31, 2013 as Artesanias Corp. Our original business plan involved distribution of the arts and crafts of the indigenous tribes of Panama via the Internet. On January 20, 2015, we underwent a change in control when our former majority shareholder and sole officer, Jose Soto, sold his controlling interest and resigned after appointing our current CEO and Director, Chitan Mistry, and our former CFO and Director, Lucie Lettelier. Following the change in control, we are no longer pursuing our original business plan.

~~Table~~On April 27, 2015, we entered into an Exclusive License Agreement (the “Agreement”) with Social Play, Inc. (“Social Play”). Under the Agreement, we have been granted the exclusive rights within the U.S. and Canada to develop, market and sell products and services based upon Social Play’s patent-pending “SP Cloud Goods” system. SP Cloud Goods is cloud-based game hosting and management system where video game developers can add and remove virtual goods from the game, manage players, manage virtual store pricing, and view vital game and player statistics. Using this system, game developers can affect their games in real-time, without the need to rebuild or republish the game. The SP Cloud Goods intellectual property also includes a system for game developers to collect payments for virtual goods sold to players in their games, as well as a marketplace component that will allow advertisers and game developers to choose where, when, and how advertisements are placed in games. The system will also facilitate the transfer of ~~Contents~~funds from advertisers to game developers.

~~Results~~The Agreement runs for an initial term of ~~Operations~~five (5) years, with an optional extension for an additional five years. In consideration for the license, we agreed to issue Social Play 1,000,000 (200,000 after reverse split) shares of common stock and an additional 1,000,000 (200,000 after reverse split) shares on each anniversary of the Agreement for so long as it is in effect. Further, we agreed to make cash payments to Social Play in the total amount of $120,000, payable in monthly payments of not less than $20,000 until paid in full.

~~Balance~~On August ~~Sheet~~22, –2016, Asthe atboard ~~June~~of 30directors appointed Robert Rosner as our new President, ~~2016~~ CEO, CFO and ~~December~~Director. 31Following these appointments, the ~~2015:~~board accepted the resignation of Chitan Mistry as our former sole officer and director.

~~Cash~~Significant Equipment

AtWe do ~~June~~not ~~30,~~intend ~~2016~~to wepurchase ~~had~~any ~~cash~~significant ofequipment ~~$340~~for ~~compared to~~the ~~$69~~next astwelve ~~at December 31, 2015~~months.

~~Prepaid expenses~~4

AtTable ~~June 30, 2016 we had prepaid expenses~~ of $nil compared to $26,210 as at December 31, 2015. The amount relates to the unamortized balance of the payments made in connection with advisory services provided by consultants. The consulting contracts expired on May 26, 2016 and the entire amount was amortized.Contents

~~Accounts~~Results of ~~payable~~Operations ~~and accrued liabilities~~

AtBalance Sheet ~~June~~– ~~30,~~As ~~2016~~at weSeptember ~~had $388~~30,~~050~~ of2016 ~~accounts payable~~ and ~~accrued liabilities as compared to $302,955 as at~~ December 31, 2015. The balance primarily represents $126,250 payable to directors as consideration for their services, $83,067 payable to Social Play Inc. in connection with the license agreement, $54,000 for advertising services, $20,385 payable to Clark Corporate Law Group for legal services, $46,277 payable to Ten West Holdings as consideration for consulting services, $2,062 payable to Laxague Law for legal services, $1,290 payable to Globex for transfer agent services, accrued interest of $23,625 and accrued expenses of $22,463.:

~~Convertible promissory notes and derivative liabilities~~Cash

~~During the previous year, we entered into agreements~~At ~~with~~September ~~CMGT and issued them convertible promissory notes. As of June~~ 30, 2016, ~~the~~we ~~total~~had ~~principal~~cash ~~due~~of ~~was~~ $~~292,130~~62 ~~($229,180~~compared ~~as of December 31, 2015) and interest accrued on these notes during the six month period ending June 30 amounted~~ to $~~12,385.61~~69 ~~($10,963 for~~as ~~the~~at ~~year ended~~ December 31, 2015).

~~On January 11, 2016, the Company consolidated~~Prepaid ~~all of its obligations to CMGT under a single Convertible Promissory Note due June 1, 2018. These amounts were accordingly reclassified to long-term liabilities.~~expenses

~~Statement~~At September 30, 2016 we had prepaid expenses of ~~Operations~~$nil -compared ~~For~~to $26,210 as at December 31, 2015. The amount relates to the ~~three~~unamortized ~~and~~balance ~~six~~of ~~months~~the ~~ended~~payments ~~June~~made 30in connection with advisory services provided by consultants. The consulting contracts expired on May 26, 2016 and ~~June~~the ~~30,~~entire ~~2015~~amount ~~respectively:~~was amortized.

~~Expenses~~Accounts payable and accrued liabilities

~~Three~~At September ~~months~~30, ~~ended~~2016 ~~June~~we 30had $315,723 ~~2016~~of accounts payable and ~~June~~ 30accrued liabilities as compared to $302,955 as at December 31, 2015. The balance primarily represents $50,750 payable to a former director as consideration for services, $83,067 payable to Social Play Inc. in connection with the license agreement, $54,000 for advertising services, $20,385 payable to Clark Corporate Law Group for legal services, $46,277 payable to Ten West Holdings as consideration for consulting services, $215 payable to Laxague Law for legal services, $245 payable to Globex for transfer agent services, accrued interest of $31,340 and accrued expenses of $22,463.

~~We have not earned any revenues since our inception.~~Convertible During the three months ended June 30, 2016, we incurred operating expenses of $137,042, which consisted of consulting fees for investor relations of $97,088, legal and professional fees of $13,994, directors’ fees and other charges of $7,500, transfer agent fees of $12,265, and other expenses of $1,195. We also incurred interest and bank charges of $17,600 and a loss on the change in fair value of derivatives of $19,591. Our net loss for the three months ended June 30, 2016 was $174,233. By comparison, during the three months ended June 30, 2015, we incurred operating expenses and a net loss of $939,740. Expenses during the three months ended June 30, 2015 consisted of day one derivative loss on convertible promissory notes ~~of $252,683, licensing fees of $630,000, legal~~ and ~~professional~~derivative ~~fees of $23,503, advertising and promotion of $54,473, consulting fees in connection with investor relations of $18,968, and directors’ fees of $15,000~~liabilities

~~Six~~During the ~~months~~previous ~~ended~~year, ~~June~~we entered into agreements with CMGT and issued them convertible promissory notes. As of September 30, 2016, the total principal due was $321,130 ($229,180 as of December 31, 2015) and ~~June~~interest accrued on these notes during the nine month period ending September 30 amounted to $20,166 ($10,963 for the year ended December 31, 2015).

~~We incurred expenses and a net loss in the~~On ~~amount~~January ~~of $328~~11,~~298~~ ~~for the six months ended June 30,~~ 2016 ~~as compared to expense and net loss in the amount of $965~~,~~013~~ ~~for~~ the ~~six~~ ~~months~~Company ~~ended~~consolidated ~~June~~all ~~30, 2015. Our expenses during the current six month period mainly consisted~~ of ~~consulting~~its ~~fees~~obligations ~~for~~to ~~investor relations~~CMGT ofunder ~~$232,587~~a ~~(Six~~single ~~months~~Convertible ~~ended~~Promissory ~~June~~Note ~~30,~~due ~~2015: $18,968), legal and professional fees of $27,057 (Six months ended~~ June 30, 2015: $45,113), directors’ fees and other charges of $15,000 (Six months ended June 30, 2015: $15,775), transfer agent fees and stock filing charges of $13,755 (Six months ended June 30, 2015: $4,390), advertising and promotion of $5,000 (Six months ended June 30, 2015: $54,473), and other operating expenses of $1,~~340~~ ~~(Six months ended June 30, 2015: $12,800)~~2018. WeThese ~~also~~amounts ~~incurred interest~~were ~~and~~accordingly ~~bank~~reclassified ~~charges~~to oflong-term ~~$37,528 (Six months ended June 30, 2015: $8,127), and a loss on the change in fair value of derivatives of $7,493 (Six months ended June 30, 2015: $77,316)~~liabilities.

~~Our expenses and net loss decreased for the~~Share ~~three and six months ended June 30, 2016 as compared~~ to ~~the~~be same period last year primarily due to day one derivative expense and write-off of license fees contract. We anticipate our operating expenses will increase as we move toward developing more active operations in our current line of business.issued

5During the period ended September 30, 2016, we recorded licensing fee of $1,140,000 as fair value of the consideration of 1,000,000 shares to be issued per the Exclusive License Agreement dated May 21, 2015.

~~Table of Contents~~5

~~Liquidity~~Table ~~and~~of ~~Capital Resources~~Contents

As Statement of ~~June~~Operations ~~30,~~- ~~2016,~~For wethe ~~had~~three ~~cash~~and ofnine ~~$340.~~months ~~Our current~~ended ~~liabilities~~September ~~as of June~~ 30, 2016 were $388,050, consisting of $126,250 payable to directors as consideration for their services, $83,067 payable to Social Play Inc. in connection with the license agreement, $54,000 for advertising services, $20,385 payable to Clark Corporate Law Group for legal services, $46,277 payable to Ten West Holdings as consideration for consulting services, $2,062 payable to Laxague Law for legal services, $1,290 payable to Globex for transfer agent services, accrued interest of $21,920 and ~~accrued~~September ~~expenses of $22,463. Thus, we had a working capital deficit of $387,710 as of June~~ 30, ~~2016.~~2015 respectively:

~~Cash Used in Operating Activities. Operating Activities used a net $62,679 in cash for the period ended June 30, 2016, as compared to a net $128,667 for the same period last year.~~Expenses

~~Cash Flows from Financing Activities.~~Three ~~During~~months ~~the period~~ ended ~~June~~September 30, 2016, ~~financing~~and ~~activities~~September ~~provided $62~~30,~~950~~ ~~in cash, all from the issuance of convertible promissory note obligations, as compared to $132,200 for the same period last year.~~2015

~~In recent months, we~~ We have ~~relied~~not ~~upon~~earned ~~financing in~~any ~~the~~revenues ~~form~~since ofour ~~convertible~~inception. ~~promissory~~During ~~notes~~the ~~from~~three ~~CMGT,~~months ~~Inc.~~ended ~~(“CMGT”).~~September ~~On January 11~~30, 2016, we ~~consolidated~~incurred ~~all~~operating expenses of ~~our obligations~~$11,708, which toconsisted ~~CMGT~~of ~~under~~consulting afees ~~single~~for ~~Convertible~~investor ~~Promissory~~relations ~~Note~~of ~~due June~~ $1,000, ~~2018~~legal ~~(the~~and ~~“Note”).~~professional ~~The~~fees ~~Note~~of ~~bears~~$9,306, ~~interest~~transfer atagent afees ~~rate~~ of ~~ten~~$1,254, ~~percent~~and ~~(10%)~~other ~~per~~expenses ~~year,~~of ~~with~~$148. ~~all~~We ~~principal~~also ~~and~~incurred interest ~~due~~and onbank orcharges ~~before~~of ~~June 1~~$7,744, ~~2018.~~licensing ~~Under~~fees ~~the~~of ~~Note~~$1,140,000 and wea ~~are obligated~~loss toon ~~pay~~the ~~quarterly~~change ~~payments~~in offair ~~interest~~value ~~only~~of ~~commencing~~derivatives ~~March~~of 31$6, ~~2016~~444. We ~~may~~had ~~prepay~~a ~~the~~net ~~Note~~loss infor ~~whole~~the orthree inmonths ~~part~~ended ~~without penalty.~~September ~~The~~30, ~~Note~~2016 of is$1,118,296. ~~convertible~~By atcomparison, aduring ~~price~~the ~~equal~~three tomonths ~~sixty~~ended ~~percent~~September ~~(60%)~~30, of2015, ~~the~~we ~~market~~had ~~price~~net ~~for~~income ~~our~~of ~~common stock~~$74,788. ~~which~~The isonly ~~defined~~reason asfor ~~the~~net ~~average~~income ofduring the ~~lowest~~quarter ~~three~~was ~~closing~~due ~~bid~~to ~~prices~~recognition ~~for~~of ~~our~~gain ~~common~~of ~~stock~~$217,605 in ~~the~~respect ~~ten~~of ~~trading~~change ~~days~~in ~~preceding~~fair ~~the~~value ~~conversion.~~of ~~The~~derivatives. ~~conversion~~Our ~~price~~expenses ofduring the ~~Note~~three ismonths ~~also~~ended ~~subject~~September to30, ~~adjustment~~2015 inmainly ~~the~~consisted ~~event~~ of ~~certain~~directors ~~stock~~fees ~~issuances~~and ~~which~~other ~~are~~charges ~~lower~~of ~~than the conversion~~$65,000, ~~price~~which ~~otherwise~~included ina ~~effect~~bonus atof ~~the~~$50,000 ~~time~~recognized ofduring the ~~conversion. In addition~~quarter, ~~CMGT’s~~consulting ~~right~~fees ~~to convert is limited such that no conversion can be made which would result~~ in ~~CMGT~~connection orwith ~~its~~investor ~~affiliates~~relations ~~owning more than 4.99%~~ of ~~our~~$34,500, and ~~issued~~legal and ~~outstanding~~professional ~~common~~fees ~~stock~~of ~~following the conversion~~$18,585. ~~This limit may be waived at CMGT option with 61 days’ prior notice.~~

AsNine months ofended ~~June~~September 30, 2016, ~~total principal due under the Note was $292,130,~~ and ~~accrued~~September ~~interest totaled $23~~30,~~625.~~ ~~The Note has a face value of $500,000, and additional advances to us up to that maximum amount may be made from time to time in the discretion of CMGT.~~ 2015

~~Our~~We incurred ~~ability~~expenses toand ~~continue~~a ~~operations~~net ~~and~~loss in the amount of $1,446,593 for the nine months ended September 30, 2016 as compared to ~~develop~~expense ~~our~~and ~~planned~~net ~~business~~loss ~~will~~in bethe ~~contingent~~amount ~~upon~~of us$890,224 ~~obtaining~~for ~~additional~~the ~~financing~~nine ~~through~~months ended September 30, 2015. Our expenses during the ~~issuance~~current nine month period mainly consisted of ~~debt~~consulting orfees ~~equity.~~for ~~The~~investor ~~debt~~relations of $233,587 (Nine months ended September 30, 2015: $53,468), legal and~~/or~~ ~~equity~~professional ~~financing~~fees ~~arrangements~~of ~~available~~$36,363 to(Nine usmonths ended September 30, if2015: ~~any~~$63,967), ~~may~~directors’ befees ~~insufficient~~and toother ~~fund~~charges of ~~significant~~$15,000 ~~capital~~(Nine ~~expenditures~~months ended September 30, ~~working capital~~2015: $80,775), ortransfer ~~other~~agent ~~cash~~fees ~~requirements.~~and Westock dofiling ~~not~~charges ~~have~~of ~~any~~$15,009 ~~formal~~(Nine ~~commitments~~months ended orSeptember ~~arrangements~~30, ~~for~~2015: ~~the~~$5,330), ~~sales~~advertising and promotion of ~~stock~~$5,000 or(Nine ~~the~~months ~~advancement~~ended September 30, 2015: $56,473), and other oroperating ~~loan~~expenses of ~~funds~~$1,488 at(Nine ~~this~~months ~~time~~ended September 30, 2015: $17,297). ~~There~~We ~~can~~also beincurred nointerest ~~assurance~~and ~~that~~bank ~~such~~charges ~~additional~~of ~~financing~~$34,544 (Nine ~~will~~months beended ~~available~~September to30, us2015: on$25,422), ~~acceptable~~licensing ~~terms~~fees of $1,140,000 (Nine months ended September 30, 2015: $630,000)and ora atloss ~~all~~on the change in fair value of derivatives of $13,937 (Nine months ended September 30, 2015: ($294,921)).

~~Going~~Our expenses ~~Concern~~and net loss increased for the three and nine months ended September 30, 2016 as compared to the same period last year primarily due to day one derivative expense and write-off of license fees contract. We anticipate our operating expenses will increase as we move toward developing more active operations in our current line of business.

~~As discussed in the notes to our financial~~Liquidity ~~statements,~~and weCapital have no established source of revenue. This has raised substantial doubt for our auditors about our ability to continue as a going concern. Without realization of additional capital, it would be unlikely for us to continue as a going concern.Resources

As of September 30, 2016, we had cash of $62. Our ~~activities~~current toliabilities ~~date~~as ~~have~~of ~~been~~September ~~supported~~30, 2016 were $315,723, consisting of $50,750 bypayable ~~debt~~to ~~and~~a ~~equity~~former ~~financing~~director as consideration for her services, $83,067 payable to Social Play Inc. ~~Management~~ ~~continues~~in connection with the license agreement, $54,000 for advertising services, $20,385 payable to ~~seek funding~~Clark ~~from~~Corporate ~~its~~Law ~~shareholders~~Group for legal services, $46,277 payable to Ten West Holdings as consideration for consulting services, $215 payable to Laxague Law for legal services, $245 payable to Globex for transfer agent services, accrued interest of $31,340 and ~~other~~accrued ~~qualified investors~~expenses of $18,667. Thus, we had a working capital deficit of $686,856 as of September 30, 2016.

6Cash Used in Operating Activities. Operating Activities used a net $91,957 in cash for the period ended September 30, 2016, as compared to a net $182,694 for the same period last year.

~~Table~~Cash Flows from Financing Activities. During the period ended September 30, 2016, financing activities provided $91,950 in cash, all from the issuance of ~~Contents~~convertible promissory note obligations, as compared to $213,180 for the same period last year.

~~Off Balance Sheet Arrangements~~6

AsTable of ~~June 30, 2016, there were no off balance sheet arrangements.~~Contents

~~Critical~~In recent ~~Accounting~~months, ~~Policies~~we have relied upon financing in the form of convertible promissory notes from CMGT, Inc. (“CMGT”). On January 11, 2016, we consolidated all of our obligations to CMGT under a single Convertible Promissory Note due June 1, 2018 (the “Note”). The Note bears interest at a rate of ten percent (10%) per year, with all principal and interest due on or before June 1, 2018. Under the Note, we are obligated to pay quarterly payments of interest only commencing March 31, 2016. We may prepay the Note in whole or in part without penalty. The Note is convertible at a price equal to sixty percent (60%) of the market price for our common stock, which is defined as the average of the lowest three closing bid prices for our common stock in the ten trading days preceding the conversion. The conversion price of the Note is also subject to adjustment in the event of certain stock issuances which are lower than the conversion price otherwise in effect at the time of the conversion. In addition, CMGT’s right to convert is limited such that no conversion can be made which would result in CMGT or its affiliates owning more than 4.99% of our issued and outstanding common stock following the conversion. This limit may be waived at CMGT option with 61 days’ prior notice.

InAs of ~~December~~September ~~2001~~30, ~~the~~2016, ~~SEC~~total ~~requested~~principal ~~that~~due ~~all registrants~~under ~~list~~the ~~their~~Note ~~most~~was ~~“critical~~$321,130, ~~accounting~~and ~~polices”~~accrued ininterest ~~the~~totaled ~~Management Discussion and Analysis~~$31,340. The ~~SEC~~Note ~~indicated that~~has a ~~“critical~~face value ~~accounting policy” is one which is both important to the portrayal~~ of ~~a company’s financial condition and results~~$500,000, and ~~requires~~additional ~~management’s~~advances ~~most~~to ~~difficult,~~us ~~subjective~~up orto ~~complex~~that ~~judgements,~~maximum ~~often~~amount asmay abe ~~result~~made offrom ~~the need~~time to ~~make~~time ~~estimates~~in ~~about~~ the ~~effect~~discretion of ~~matters that are inherently uncertain. Currently, we do not believe that any accounting~~ ~~policies fit this definition~~CMGT.

~~Recently~~Our ability ~~Issued~~to ~~Accounting~~continue ~~Pronouncements~~operations and to develop our planned business will be contingent upon us obtaining additional financing through the issuance of debt or equity. The debt and/or equity financing arrangements available to us, if any, may be insufficient to fund significant capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

~~Accounting standards that have been issued~~Going ~~or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption.~~Concern

~~Item~~As discussed 3in the notes to our financial statements, we have no established source of revenue. This ~~Quantitative~~has ~~and~~raised ~~Qualitative~~substantial doubt ~~Disclosures~~for ~~About~~our ~~Market~~auditors ~~Risk~~about our ability to continue as a going concern. Without realization of additional capital, it would be unlikely for us to continue as a going concern.

AOur activities ~~smaller~~to ~~reporting~~date ~~company~~have isbeen ~~not~~supported ~~required to~~by ~~provide~~debt ~~the~~and ~~information~~equity ~~required~~financing. Management bycontinues ~~this~~to ~~Item~~seek funding from its shareholders and other qualified investors.

~~Item 4. Controls and Procedures~~7

~~Evaluation~~Table of ~~disclosure controls and procedures.~~Contents

~~We recently evaluated the effectiveness of~~Off ~~our~~Balance ~~disclosure~~Sheet controls and procedures, as required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, being June 30, 2016. This evaluation was conducted with the participation of our principal executive officer and our principal accounting officer.Arrangements

~~We maintain disclosure controls and procedures~~As ~~designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act~~ of ~~1934~~September ~~(the “Exchange Act”) is recorded~~30, ~~processed~~2016, ~~summarized~~there and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on their evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were ~~not~~no ~~effective~~off inbalance ~~giving us~~sheet reasonable assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosurearrangements. ~~This conclusion was based on the existence of significant deficiencies in our internal control over financial reporting mainly due to lack of resources and number of employees.~~

7Critical Accounting Policies

~~Table~~In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of ~~Contents~~a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

~~We do not expect that our disclosure controls~~Recently ~~and~~Issued ~~procedures~~Accounting will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Pronouncements

~~Management~~Accounting standards ~~Report~~that onhave ~~internal~~been ~~control~~issued ~~over~~or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial ~~reporting~~statements upon adoption.

~~Our management is responsible for establishing~~Item ~~and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) under the Exchange Act~~3. ~~Internal control~~Quantitative over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and ~~fairly~~Qualitative ~~reflect~~Disclosures ~~our~~About ~~transactions;~~Market providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.Risk

~~Management conducted an evaluation of the effectiveness~~A ofsmaller ~~our~~reporting ~~internal~~company ~~control~~is ~~over~~not ~~financial~~required ~~reporting~~to ~~and~~provide ~~identified~~the ~~significant~~information ~~deficiencies~~required inby ~~internal~~this ~~control over financial reporting~~Item.

~~A material weakness is a deficiency, or combination~~Item of4. ~~deficiencies,~~Controls inand ~~internal~~Procedures control over the financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~A significant deficiency is a deficiency, or~~Evaluation ~~a combination~~ of ~~deficiencies,~~disclosure that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. We not believe that we have sufficient documentation with our existing financial processes, risk assessment and internal controls~~. We~~ ~~plan to work closely with financial advisors to document the existing financial processes, risk assessment~~ and ~~internal controls systematically as soon as resources are available~~procedures. To address the need for more effective internal controls, management has plans to improve the existing controls and implement new controls appropriate to a business of its size and scale as our financial position and capital availability improves.

~~Although~~We recently weevaluated ~~have~~the ~~not~~effectiveness ~~identified~~of ~~any material weaknesses~~our ~~with~~disclosure ~~our~~controls ~~financial~~and ~~reporting~~procedures, as required by paragraph (b) of Rule 13a-15 or Rule ~~any~~15d-15 ~~other~~under ~~significant~~the ~~deficiencies~~Securities ~~with~~Exchange ~~our~~Act ~~internal~~of ~~controls~~1934, noas ~~assurances~~of ~~can~~the beend of the period covered by this report, being September 30, ~~given~~2016. This ~~that~~evaluation ~~there~~was ~~are~~conducted nowith ~~such~~the ~~material~~participation ~~weaknesses~~of orour ~~significant~~principal ~~deficiencies~~executive ~~existing~~officer and our principal accounting officer.

~~Changes~~We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on their evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective in giving us reasonable assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. This conclusion was based on the existence of significant deficiencies in our internal control over financial reporting mainly due to lack of resources and number of employees.

There have been no changes in our internal controls over financial reporting that occurred during our last fiscal quarters and have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.8

8Table of Contents

~~Table~~We do not expect that our disclosure controls and procedures will prevent all errors and all instances of ~~Contents~~fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~PART~~Management Report IIon –internal ~~OTHER~~control ~~INFORMATION~~over financial reporting.

~~Item~~Our management 1is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) under the Exchange Act. ~~Legal~~Internal ~~Proceedings~~control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

~~We are not a party to any pending legal proceeding.~~Management Weconducted ~~are~~an ~~not~~evaluation ~~aware~~ of ~~any~~the ~~pending~~effectiveness ~~legal proceeding to which any~~ of our ~~officers,~~internal ~~directors,~~control orover ~~any~~financial ~~beneficial~~reporting ~~holders~~and ofidentified 5%significant ~~or more~~deficiencies ofin ~~our~~internal ~~voting~~control ~~securities~~over ~~are~~financial ~~adverse to us or have a material interest adverse to us~~reporting.

~~Item~~A material ~~1A:~~weakness ~~Risk~~is ~~Factors~~a deficiency, or combination of deficiencies, in internal control over the financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

A significant ~~smaller~~deficiency ~~reporting~~is ~~company~~a deficiency, or a combination of deficiencies, that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. We not ~~required~~believe that we have sufficient documentation with our existing financial processes, risk assessment and internal controls. We plan to ~~provide~~work closely with financial advisors to document the ~~information~~existing ~~required~~financial byprocesses, ~~this~~risk ~~Item~~assessment and internal controls systematically as soon as resources are available. To address the need for more effective internal controls, management has plans to improve the existing controls and implement new controls appropriate to a business of its size and scale as our financial position and capital availability improves.

~~Item~~Although we 2.have ~~Unregistered~~not ~~Sales~~identified ofany material ~~Equity~~weaknesses ~~Securities~~with ~~and~~our ~~Use~~financial ofreporting ~~Proceeds~~or any other significant deficiencies with our internal controls, no assurances can be given that there are no such material weaknesses or significant deficiencies existing.

~~None~~Changes in internal control over financial reporting.

~~Item~~There have 3.been ~~Defaults~~no ~~upon~~changes ~~Senior~~in ~~Securities~~our internal controls over financial reporting that occurred during our last fiscal quarters and have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

~~None.~~9

~~Item~~Table 4.of ~~Mine Safety Disclosures~~Contents

~~Not~~PART II ~~applicable.~~ – OTHER INFORMATION

Item 5 1. ~~Other~~Legal ~~Information~~Proceedings

~~None~~We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: 6.Risk ~~Exhibits~~Factors

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

A smaller reporting company is not required to provide the information required by this Item.

9Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~Table of Contents~~None.

~~SIGNATURES~~Item 3. Defaults upon Senior Securities

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~None.

	SocialPlay USA, Inc.
Date:	January 13, 2017
By:	/s/ Robert Rosner Robert Rosner
Title:	Chief Executive Officer, Chief Financial Officer and Director

Item 4. Mine Safety Disclosures

10Not applicable.

Item 5. Other Information

Designation of Series A Preferred Stock

On March 15, 2017, our board of directors designated a new class of Series A Preferred Stock. Our class of Series A Preferred Stock consists of 10,000,000 shares, par value $0.001 per share. Series A Preferred stock has no stated value, ranks pari passu with our common stock upon liquidation, and has no special dividend rights. Shares of Series A Preferred Stock are convertible to common stock, at the option of the holder, at a rate of 20 shares of common stock for each share of preferred stock. Shares of Series A Preferred Stock may be voted on an as-of-converted basis on all matters submitted to the vote or consent of the holders of our common stock. We have not issued any shares of Series A Preferred Stock at this time.

Letter of Intent with Spot and Play, Inc.

On March 11, 2017, we entered into a binding Letter of Intent (the “LOI”) with Spot and Play, Inc. (“Spot and Play”) and its sole shareholder, Karthik Mani. Spot and Play is developing the “Spot and Pay” application, which provides a way to centralize payment or donate money using a unique business code in form of a visual code at location, or using business name if remote. The LOI contemplates our acquisition of up to 100% of Spot and Play for a total purchase price of $1,000,000. Our initial investment will consist of $300,000 in cash, to be paid for a 30% ownership interest in Spot and Play. These funds are to be paid as follows: (i) $50,000 to be paid upon execution of the LOI, (ii) an additional $100,000 to be paid upon certain development milestones for Spot and Play’s business, and no later than 15 days after the execution of a definitive agreement, and (iii) the final $150,000 upon Spot and Play’s achievement of certain additional milestones, and no later than 75 days after the execution of a definitive agreement.

Further, we will be granted the exclusive option to purchase the remaining 70% of Spot and Play to be paid as follows: (i) issuance of shares of our common stock valued at $200,000, no later than 150 days from execution of a definitive agreement, in order to purchase an additional 19% of Spot and Play, and (ii) issuance of shares of our common stock valued at $500,000, no later than 180 days from execution of a definitive agreement, in order to purchase the remaining 51% of Spot and Play. Shares issued as purchase consideration will be valued based on the five-day average trading price of our common stock immediately preceding their issuance. Shares to be issued as consideration for our acquisition of Spot and Play will be subject to a one (1) year lock-up, with certain leak-out restrictions on their re-sale thereafter. Upon our acquisition of 100% of the ownership interests in Spot and Play, Mr. Mani will be granted a royalty based on the gross profits of Spot and Play, with specific royalty terms to be negotiated. The transaction contemplated by the LOI is subject to final negotiation of a definitive agreement, requisite corporate approvals, and other conditions. Under the LOI, we have the exclusive rights, through March 31, 2017, to negotiate and conclude an acquisition agreement for Spot and Play.

Item 6. Exhibits

Exhibit Number	Description of Exhibit
3.1	Certificate of Designation
10.1	Letter of Intent
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Table of Contents

SIGNATURES

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

	SocialPlay USA, Inc.

Date:	March 31, 2017

By:	/s/ Robert Rosner Robert Rosner
Title:	Chief Executive Officer, Chief Financial Officer and Director

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