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 September 30, 2016
	For the quarterly period ended March 31, 2017
[ ]	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)

__________________________________________________
(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, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

[ ] Large accelerated filer [ ] Non-accelerated filer [ ] Accelerated filer [X] Smaller reporting company [ ] Emerging growth company

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act).

[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~~870,003 common shares as of ~~March~~May 3122, 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	87
Item 4:	Controls and Procedures	87
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	109
Item 1A:	Risk Factors	109
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	109
Item 3:	Defaults Upon Senior Securities	109
Item 4:	Mine Safety Disclosures	109
Item 5:	Other Information	109
Item 6:	Exhibits	109

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 ~~September~~March 3031, ~~2016~~2017 (unaudited) and December 31, ~~2015~~2016 (audited);
F-2	Condensed Statements of Operations for the Three ~~and~~months ~~Nine Months~~ ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016 (unaudited);
F-3	Condensed Statements of Cash Flows for the ~~Nine~~Three Months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016 (unaudited);
F-4	Notes to Condensed Financial Statements.

Table of Contents

SocialPlay USA, Inc.

Condensed Balance Sheets

As of ~~September~~March 3031, ~~2016~~2017 (unaudited) and December 31, ~~2015~~2016 (audited)

	September 30,			December 31,
	As at March 31, 2017			As at December 31, 2016
	2016			2015
	$			$
Current assets
CURRENT ASSETS
Cash		627,991			692,865
Prepaid expenses		—			26,210
Prepaid expenses [Note 6]		10,379			—
Total assets		62			26,279
Total current assets		18,370			2,865
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
TOTAL ASSETS		18,370			2,865
Current liabilities
CURRENT LIABILITIES
Accounts payable		~~131~~149,~~900~~616			85127,~~562~~956
Accrued liabilities		5023,~~006~~173			2360,~~076~~391
Payable to related parties [Note 9]		133,817			194,317
Payable to related parties [Note 8]		133,817			133,817
Convertible promissory notes [Note 5]		73,403			58,829
Total current liabilities		306,606			322,164
Derivative liabilities [Note 6]		297,792			178,258
Convertible promissory notes [Note 5]		12,151			107,629
Total liabilities		686,918			540,042
Derivative liabilities [Note 5]		764,260			318,234
Stockholders' deficiency
TOTAL LIABILITIES		1,083,017			748,027
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]		—			—
STOCKHOLDERS' DEFICIENCY
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
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding as at March 31, 2017 and December 31, 2016 [Note 6]		—			—
Additional paid-in capital		678,680			545,280
Common stock, $0.001 par value, 200,000,000 shares authorized, 11,820,003 common shares issued and outstanding as at March 31, 2017 and as at December 31, 2016, respectively [Note 6]		11,820			11,820
Shares to be issued		1,140,000			—
Additional paid-in-capital		678,680			678,680
Accumulated deficit		(2,517,356	)		(1,070,763	)
Shares to be issued [Notes 5 and 6]		252,000			228,000
Total stockholders' deficiency		(686,856	)		(513,763	)
Accumulated deficit		(2,007,147	)		(1,663,662	)
Total liabilities and stockholders' deficiency		62			26,279
Total stockholders' deficiency		(1,064,647	)		(745,162	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY		18,370			2,865
Commitment [Note 7]
Subsequent events [Note 9]
See accompanying notes to financial statements

See accompanying notes

F-1

Table of Contents

SocialPlay USA, Inc.

Condensed Statements of Operations

For the Three ~~and Nine~~ Months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016 (unaudited)

	Three months			Three months			Nine months			Nine months
	Three months ended March 31, 2017			Three months ended March 31, 2016
	ended			ended			ended			ended
	$			$
	September 30,			September 30,			September 30,			September 30,
REVENUE		—			—
	2016			2015			2016			2015
EXPENSES
	$			$			$			$
Legal and professional fees		9,595			13,063
REVENUE		—			—			—			—
Consulting fees		30,629			135,499
EXPENSES
Transfer agent fees		3,590			1,490
Legal and professional fees		9,306			18,585			36,363			63,697
Directors' fees and other charges [Note 8]		—			7,500
Advertising and promotion		—			2,000			5,000			56,473
Other operating expenses		10,378			145
Consulting fees - Investor relations		1,000			34,500			233,587			53,468
TOTAL OPERATING EXPENSES		54,192			157,697
Transfer agent fees		1,254			940			15,009			5,330
Accretion expense [Note 5]		18,228			14,056
Directors' fees and other charges [Note 9]		—			65,000			15,000			80,775
Interest and bank charges [Note 5]		8,489			5,872
Other operating expenses		148			4,497			1,488			17,297
Day-1 derivative losses [Note 5]		13,486			—
Total operating expenses		11,708			125,522			306,447			277,040
Loss (gain) on extinguishment of debt [Note 5]		116,703			(11,462	)
Forgiveness of debt [Note 10]		(62,500)			—			(62,500)			—
Change in fair value of derivative liabilities [Note 5]		132,387			(12,098	)
Interest and bank charges		7,744			17,295			34,544			25,422
NET LOSS BEFORE INCOME TAXES		343,485			154,065
Accretion of discount on convertible notes		14,900			—			25,627			—
Income taxes		—			—
Day-one derivative loss [Note 5 and 6]		—			—			—			252,683
NET LOSS FOR THE PERIOD		(343,485	)		(154,065	)
Licensing fees [Note 4]		1,140,000			—			1,140,000			630,000
LOSS PER SHARE, BASIC AND DILUTED		(0.03	)		(0.01	)
Gain on extinguishment of debt		—			—			(11,462	)		—
WEIGHTED AVERAGE NUMBER OF COMMON AND EXCHANGEABLE SHARES OUTSTANDING		11,820,003			11,743,889
Change in fair value of derivatives [Note 5 and 6]		6,444			(217,605	)		13,937			(294,921	)
See accompanying notes to financial statements
Loss (Income) before income taxes		(1,118,296)			(74,788	)		1,446,593			890,224
Income taxes		—			—			—			—
Net income (loss) for the period		(1,118,296	)		74,788			(1,446,593	)		(890,224	)
(Earnings) loss per share, basic and diluted		0.095			0.006			(0.123	)		(0.076	)
Weighted average number of common shares outstanding		11,820,003			11,720,000			11,792,161			11,720,000

See accompanying notes

F-2

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SocialPlay USA, Inc.

Condensed Statements of Cash Flows

For the ~~Nine~~Three Months ended ~~September~~March 3031, ~~2016~~2017 and ~~2015~~2016 (unaudited)

	Nine Months Ended			Nine Months Ended
	Three months ended March 31, 2017			Three months ended March 31, 2016
	September 30,			September 30,
	$			$
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
		$			$
Net loss		(343,485	)		(154,065	)
OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Net loss for the period		(1,446,593	)		(890,224	)
Shares issued for services		13,621			56,000
Shares issued for services		133,500			—
Accretion expense		18,228			14,056
Interest expense - accretion of convertible notes		39,683			18,991
Loss (gain) on extinguishment of debt		116,703			(11,462	)
Day-one derivative loss		—			252,683
Day-1 derivative losses		13,486			—
License fees		1,140,000			630,000
Change in fair value of derivatives liabilities		132,387			(12,098	)
Change in fair value of derivatives		13,937			(294,921	)
Changes in operating assets and liabilities:
Gain on extinguishment of debt		(11,462	)		—
Prepaid expenses		—			20,622
Net change in non-cash working capital balances:
Accounts payable		21,660			67,310
Prepaid expenses		26,210			(59,032	)
Accrued liabilities		(4,474	)		—
Accounts payable and accrued liabilities		12,768			159,809
Net cash used in operating activities		(31,874	)		(19,637	)
Cash used in operating activities		(91,957	)		(182,694	)
CASH FLOWS FROM FINANCING ACTIVITIES
INVESTING ACTIVITIES
Proceeds from issuance of convertible promissory notes		37,000			19,950
Cash paid for license fees		—			(36,933	)
Net cash provided by financing activities		37,000			19,950
Cash used in investing activities		—			(36,933	)
Net increase in cash during the period		5,126			313
FINANCING ACTIVITIES
Cash, beginning of year		2,865			69
Proceeds from issuance of common stock		—			—
Cash, end of year		7,991			382
Proceeds from stock receivable		—			—
See accompanying notes to financial statements
Proceeds from issuance of convertible promissory notes		91,950			213,180
Cash provided by financing activities		91,950			213,180
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.

Notes to Condensed Financial Statements

As of ~~September~~March 3031, ~~2016~~2017 (unaudited)

Note 1 – ~~History~~Nature ~~and Organization~~ of ~~the Company~~Operations

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. On January 10, 2017, the former majority shareholder sold 7,082,000 shares of common stock to the Company’s current President and CEO, Robert Rosner, in a private transaction. As result of this transaction, a change in control of the company occurred.

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

Note 2 – Going Concern

The Company’s unaudited interim 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 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~~has an accumulated deficit of $2,~~517~~007,~~356~~147 and a working capital deficit of $~~686~~288,~~856~~236 as of ~~September~~March 3031, ~~2016~~2017. 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~~2017 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~~2016.

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.

Notes to Condensed Financial Statements

As of ~~September~~March 3031, ~~2016~~2017 (unaudited)

Note 3 – Summary of Significant Accounting Policies (continued)

Use of Estimates

The preparation of the interim condensed 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.

Recently Issued Accounting Standards

~~The~~In ~~Company~~April ~~evaluated~~2015, ~~all~~the ~~recent~~FASB ~~accounting~~issued ~~pronouncements~~Accounting ~~issued~~Standards Update (“ASU”) 2015-08, "Presentation of Financial Statements and ~~determined~~Property, ~~that~~Plant, ~~the~~and ~~adoption~~Equipment - Reporting Discontinued Operations and Disclosures of ~~these~~Disposals ~~pronouncements~~of ~~would~~Components ~~not~~of an Entity'', ~~have~~which revises what qualifies as a ~~material~~discontinued ~~effect~~operation, onchanges the ~~financial~~criteria ~~position,~~for ~~results~~determining ofwhich disposals can be presented as discontinued operations orand ~~cash~~modifies ~~flows~~related ofdisclosure requirements. This ASU will be effective for the Company for applicable transactions occurring after October 1, 2016. The Company will prospectively apply the guidance to applicable transactions and does not expect adoption to have a material impact on the financial statements.

~~Note~~On 4May –28, ~~Prepaid~~2015, ~~Licensing~~the ~~Fees~~FASB issued a new financial accounting standard on revenue from contracts with customers, ASU 2015-09, “Revenue from Contracts with Customers (Topic 606)”. The standard outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. In July 2016, the FASB voted to approve a one-year deferral of the effective date of ASU 2015-09, which will be effective for the Company in the first quarter of fiscal year 2018 and may be applied on a full retrospective or modified retrospective approach. This ASU will have no impact on the Company until it begins to generate revenue.

~~Pursuant to Exclusive License Agreement dated~~In ~~May~~June ~~21,~~ 2015 ~~with a third party~~, the ~~Company~~FASB ~~acquired~~issued anAccounting ~~exclusive~~Standards ~~license~~Update toASU ~~develop~~2015-10, ~~market~~“Development ~~and~~Stage ~~sell~~Entities”. ~~products~~The ~~and~~amendments ~~services based~~in ~~upon~~this ~~any~~update ~~and~~remove ~~all~~the ~~intellectual~~definition ~~property.~~of ~~The~~a ~~initial~~development ~~term~~stage ofentity ~~this~~from ~~Agreement~~the ~~was~~Master ~~five~~Glossary ~~years.~~of ~~This~~the ~~Agreement~~ASC ~~may~~thereby beremoving ~~renewed~~the ~~for an~~financial ~~additional~~reporting ~~five~~distinction ~~year~~between ~~term~~development ~~upon~~stage ~~written~~entities ~~notice~~and toother bereporting ~~given~~entities byfrom U.S. GAAP. In addition, the ~~Company~~amendments noeliminate ~~later~~the ~~than~~requirements ~~thirty~~for ~~days~~development ~~prior~~stage entities to ~~the~~(1) ~~expiration~~present ofinception-to-date information in the statements ~~initial~~of ~~term.~~income, Incash ~~consideration~~flows, ~~for~~and ~~the~~shareholder ~~license~~equity, ~~granted~~(2) ~~hereunder,~~label the ~~Company~~financial ~~issued~~statements toas ~~the~~those ~~third~~of ~~party~~a ~~1,000,000~~development ~~(200~~stage entity,~~000~~ ~~after~~(3) ~~reverse~~disclose ~~split)~~a ~~shares~~description of ~~common~~the ~~stock.~~development Instage ~~addition,~~activities ~~the~~in ~~Company~~which ~~shall~~the ~~issue~~entity ~~1,000,000~~is ~~(200~~engaged,~~000~~ ~~after~~and ~~reverse split~~(4) ~~shares~~disclose ofin ~~common stock~~the onfirst oryear in ~~before~~which ~~each~~the ~~anniversary~~entity ofis ~~this~~no ~~Agreement~~longer ~~for~~a sodevelopment ~~long~~stage asentity itthat ~~shall remain~~ in ~~effect.~~prior ~~The~~years ~~Company~~it ~~also~~had’ ~~agreed~~been toin ~~make payments~~the ~~totaling~~development ~~$120,000~~stage. toThe amendments ~~the~~in ~~third~~this ~~party~~update ~~through~~are anapplied ~~agreed payment schedule~~retrospectively.

AsOn August ~~technological~~27, ~~feasibility~~2015, ~~was~~the ~~not~~FASB ~~achieved, during~~issued ~~the~~a ~~year~~new ~~ended~~financial ~~December~~accounting 31standard on going concern, ASU 2015-15, ~~the~~“Presentation ~~Company~~of ~~recognized~~Financial Statements as- ~~expense~~Going ~~the~~Concern ~~total~~(Subtopic ~~consideration~~205-40): ~~due~~Disclosure of ~~$630,000,~~Uncertainties ~~$120,000~~about ~~being~~an Entity’s Ability to Continue as a Going ~~payable~~Concern”. inThe ~~cash~~standard ~~and~~provides ~~$510,000~~guidance inabout management’s responsibility to evaluate whether there is substantial doubt about the ~~form~~organization’s ofability ~~1,000,000~~to ~~(200,000~~continue ~~after~~as ~~reverse~~a ~~split)~~going ~~shares~~concern. ofThe ~~common~~amendments ~~stock~~apply ~~issued~~to onall ~~July~~companies 1and are effective in annual periods ending after December 15, ~~2015~~2016, ~~valued~~ atwith ~~the~~early ~~market~~application ~~price~~permitted. The Company is currently evaluating the impact of ~~$0.51~~this ~~per~~accounting ~~share~~standard on its interim condensed financial statements.

Further, during the period ended September 30, 2016, the Company recognized as expense licensing fee of $1,140,000 representing the fair value of additional 1,000,000 shares to be issued under the agreement, valued at the market price of $1.14 per share.

Note 5 – Convertible Promissory Notes

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

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

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SocialPlay USA, Inc.

Notes to Condensed Financial Statements

As of ~~September~~March 3031, ~~2016~~2017 (unaudited)

Note 53 – ~~Convertible~~Summary ~~Promissory~~of ~~Notes~~Significant Accounting Policies (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

Recently Issued Accounting Standards (continued)

AsOn ofApril ~~September~~7, 302016, the FASB issued ASU No. 2016-03, ~~total~~“Interest ~~principal~~- ~~due~~Imputation ~~under~~of Interest (Subtopic 835-30): Simplifying the ~~Note~~Presentation of ~~was~~Debt ~~$321~~Issuance Costs”. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability,~~130,~~ consistent with debt discounts and ~~accrued~~the ~~interest~~accounting ~~totaled~~for ~~$31,340~~debt (issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments apply to all companies and are effective for public business entities in annual periods ending after December 3115, ~~2015: $229~~2016,~~180~~ and ~~$10~~interim periods within those fiscal years,~~963)~~ with early application permitted. The Company is currently evaluating the impact of this accounting standard on its financial statements.

~~The~~Note ~~embedded~~4 ~~conversion~~– ~~features~~Licensing ~~and reset feature in the notes were accounted for as a derivative liability based on FASB guidance (also refer note 5).~~ Fees

~~Details~~Pursuant to Exclusive License Agreement dated May 21, 2015 with a related party, the Company acquired an exclusive license to 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 ~~advances~~Company ~~under~~no later than thirty days prior to the ~~convertible~~expiration ~~promissory~~of ~~note~~the initial term. On May 21, 2015, in consideration for the license granted hereunder, the Company issued ~~are~~1,000,000 (200,000 after reverse split) shares of common stock. In addition, the Company shall issue 1,000,000 (200,000 after reverse split) shares of common stock on or before each anniversary of this Agreement for so long as ~~follows:~~ it shall remain in effect. The Company also agreed to make payments totaling $120,000 through an agreed payment schedule.

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

As technological feasibility has not been achieved, the Company recognizes expense at the end of each anniversary (triggering event) for the shares to be issued, the fair value of which to be determined based on the market price of the share anniversary day as further explained in note 7 to the financial statements. The Company has issued 400,000 common shares (including 200,000 to be issued) and recorded related license fee expense up to December 31, 2016. The Company will record expense relating to 200,000 shares to be issued on May 21, 2017 (Triggering event) during the quarter ending June 30, 2017.

~~Interest~~ Note ~~expense~~5 ~~for~~– ~~the~~Convertible ~~quarter~~Promissory ~~ended~~Notes ~~September 30, 2016 recognized on these convertible promissory notes amounts to $7,715 included in interest~~ and ~~bank~~Derivative ~~charges in the statements of operations. Interest expense for the nine month period ended September 30, 2015 amounts to $20,166.~~Liabilities

~~Note~~The 6outstanding –convertible ~~Derivative~~promissory ~~Liabilities~~notes as at March 31, 2017 represent obligations of the Company to CMGT Inc. (CMGT).

InOn ~~connection~~January ~~with~~11, 2016, the ~~issuance~~Company consolidated all of ~~convertible~~its ~~promissory~~obligations ~~notes~~to CMGT under a single Convertible Promissory Note due June 1, 2018 (the ~~Company~~“Note”) ~~may~~and ~~sell~~recognized ~~options~~gain oron ~~warrants~~extinguishment of debt amounting to ~~purchase~~$11,462. ~~Company’s~~The Note bears interest at ~~common~~a ~~stock.~~rate Inof ~~certain~~ten ~~circumstances~~percent (10%) per year, ~~these~~with ~~options~~all orprincipal ~~warrants~~and ~~may~~interest bedue ~~classified~~on asor ~~derivative~~before ~~liabilities~~June 1, ~~rather~~2018. ~~than~~Under asthe Note, the Company ~~equity.~~is ~~Additionally~~obligated to pay quarterly payments of interest only commencing March 31, 2016. The Company may prepay the ~~debt~~Note in whole or in ~~equity~~part ~~instruments~~without ~~may~~penalty. ~~contain~~The ~~embedded~~Note ~~derivative~~is ~~instruments~~convertible at a price equal to sixty percent (60%) of the market price for its common stock, which ~~such~~is defined as ~~embedded~~the ~~derivative features~~average ~~which~~of the lowest three closing bid prices for the common stock in ~~certain~~the ~~circumstances~~ten ~~may~~trading bedays ~~required~~preceding the conversion. In addition, CMGT’s right to convert is limited such that no conversion can be ~~bifurcated~~made ~~from~~which ~~the~~would ~~associated~~result in ~~host~~CMGT ~~instrument~~or its affiliates owning more than 4.99% of the issued and ~~accounted~~outstanding ~~for separately~~common asstock aof ~~derivative~~the ~~instrument~~Company ~~liability~~following the conversion.

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Table of Contents

SocialPlay USA, Inc.

Notes to Condensed Financial Statements

As of ~~September~~March 3031, ~~2016~~2017 (unaudited)

Note 65 – Convertible Promissory Notes and Derivative Liabilities (continued)

~~The~~On ~~Company's~~February ~~derivative~~17, ~~instrument~~2017, ~~liabilities~~the ~~are~~Company ~~re-valued~~entered atinto ~~amendment~~a ~~and~~First atAmendment ~~the~~to ~~end~~Convertible ofPromissory ~~each~~Note ~~reporting~~with ~~period~~CMGT, ~~with~~Inc. ~~changes~~Under inthe Amendment, the ~~fair~~Company ~~value~~has ofmodified the ~~derivative~~conversion ~~liability~~feature ~~recorded~~of asthe ~~charges~~Note orso ~~credits~~that tothe ~~income~~conversion inprice ~~the~~for ~~period~~all inamounts ~~which~~owing ~~the~~thereunder ~~changes~~is ~~occur.~~now ~~For~~$0.10 ~~options,~~per ~~warrants~~share ~~and~~of ~~bifurcated~~common ~~embedded~~stock. ~~derivative~~In ~~features~~addition, ~~that~~the ~~are~~Amendment ~~accounted~~waives ~~for as derivative instrument liabilities,~~ the Company’s ~~estimates~~prior ~~fair~~defaults ~~value~~in ~~using~~payment ~~either quoted market prices~~ of ~~financial~~interest ~~instruments~~under the ~~with~~Note ~~similar~~in ~~characteristics~~the oramount ~~other valuation~~of ~~techniques.~~$44,289, ~~The~~and ~~valuation~~adds ~~techniques~~such ~~require~~sum ~~assumptions related~~ to the ~~remaining~~principal ~~term~~balance of the ~~instruments~~Note. ~~and~~The ~~risk-free rates~~Company ofis ~~return,~~now ~~our~~required ~~current~~to ~~common~~make quarterly ~~stock~~interest ~~price~~payments ~~and~~commencing ~~expected~~September ~~dividend yield~~30, ~~and~~2017. ~~the~~All ~~expected~~other ~~volatility~~terms of ~~our~~the ~~common~~original ~~stock~~Note ~~price over~~remain ~~the~~in ~~life~~full offorce ~~the~~and ~~option~~effect.

The ~~following~~embedded ~~table~~conversion ~~summarizes~~features and reset feature in the ~~movements~~notes were accounted for as a derivative liability based on FASB guidance. 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. The Company's derivative instrument liabilities: are re-valued at amendment and at the end 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.

	$
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

The movement in convertible notes principal amount, accreted value of notes and derivative liabilities are detailed below:

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.

	Face value		Accreted value			Derivative
	of notes		of notes			liabilities
	$		$			$
Balances as at December 31, 2016		351,397		107,629			318,234
Issuance of notes		37,000		2,247			34,753
Conversion of accrued interest		32,744		32,744			—
Day-1 derivative losses		—		—			13,486
Adjustment of unamortized discount on extinguishment		—		(148,697	)		148,697
Loss on extinguishment of debt		—		—			116,703
Accretion expense		—		18,228			—
Change in fair value of derivatives		—		—			132,387
Balances as at March 31, 2017		421,141		12,151			764,260

	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

The Company recognized interest expense of $8,489 during the quarter ended March 31, 2017 (March 31, 2016: $5,595). As of March 31, 2017, accrued interest was $4,736 (December 31, 2016: $28,990).

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Table of Contents

SocialPlay USA, Inc.

Notes to Condensed Financial Statements

As of ~~September~~March 3031, ~~2016~~2017 (unaudited)

Note 75 – ~~Stockholders’~~Convertible ~~Deficiency~~Promissory Notes and Derivative Liabilities (continued)

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:

	March 31
Assumptions	2017
Dividend yield		0.00	%
Risk-free rate for term		0.81% - 1.03	%
Volatility		287.1% - 290.3	%
Remaining terms (years)		1.17 to 1.28
Stock price ($ per share)		0.48

Further as explained in note 9, effective April 28, 2017, the Company entered into an agreement with CMGT for the second amendment in the above convertible promissory notes relating to certain warranties and covenants.

Note 6 – Stockholders’ Deficiency

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.

On March 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 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. The Company has not issued any shares of Series A Preferred Stock at this time.

Issued and outstanding:

During the year ended December 31, 2014, the Company sold 21,600,000 (4,320,000 after reverse split) shares of its $0.001 par value common stock in a registered public offering for total cash proceeds of $27,000.

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 reverse stock split.

On July 1, 2015, the Company issued 1,000,000 (200,000 after reverse split) shares of common stock pursuant to Exclusive License Agreement dated May 21, 2015 as explained in note 4 to the interim condensed financial statements.

As at September 30, 2016 and December 31, 2015, there were 11,820,003 (after stock split) and 11,720,000 (after stock-split) shares of common stock respectively, issued out of the authorized 200,000,000 common shares.

On February 17, 2016, the Company issued 50,000 shares of common stock to Ten West Holdings, Inc. as consideration for corporate advisory services amounting to $56,000 pursuant to agreement dated November 16, 2015. All services have been performed as of February 16, 2016.

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Table of Contents

SocialPlay USA, Inc.

Notes to Condensed Financial Statements

As of March 31, 2017 (unaudited)

Note 6 – Stockholders’ Deficiency (continued)

Issued and outstanding (continued):

On April 15, 2016, the Company issued 50,000 shares of common stock to Ten 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.

As at March 31, 2017 and December 31, 2016, there were 11,820,003 (after stock split) shares of common stock respectively, issued out of the authorized 200,000,000 common shares.

Shares to be issued:

~~The~~As ~~amount~~at ~~represents~~March ~~fair~~31, ~~value of 1~~2017,~~000,000~~ shares to be issued onamounting ~~each~~to ~~anniversary~~$252,000 of(250,000 ~~the~~shares) ~~Exclusive~~comprise ~~License Agreement referred to in Note 4.~~of:

During the year ended December 31, 2016, the Company recognized as expense licensing fee of $228,000 representing the fair value of additional 1,000,000 (200,000 after reverse split) shares to be issued under the agreement (as explained in Note 4) , valued at the market 8price –of ~~Commitments~~$1.14 per share.

~~The~~On ~~Company~~February ~~has~~8, ~~commitments~~2017, the Company to issue 150,000~~,000~~ ~~(200,000 after reverse split)~~ shares of common stock onto orTen ~~before~~West ~~each~~Holdings, ~~anniversary~~Inc. as consideration for corporate advisory services pursuant to ~~Exclusive~~agreement ~~License Agreement~~ dated ~~May~~February 218, ~~2015~~2017 asfor ~~explained~~a interm ~~note~~of 4three months. The fair value of the shares amounting to $24,000 was determined based on the ~~condensed~~market ~~financial~~price ~~statements~~of $0.48 per share on the date of agreement. The Company recognized $13,621 as consulting expense during the period and $10,379 was recorded as prepaid expense.

Note 97 – ~~Related Party Transactions~~Commitment

OnThe ~~April 27, 2015, the~~ Company ~~entered~~has ~~into~~commitment anto ~~Exclusive~~issue ~~License~~200,000 ~~Agreement~~ (~~the~~after ~~“License~~stock ~~Agreement”~~split) ~~with~~shares ~~related~~of ~~party Social~~common ~~Play,~~stock ~~Inc.~~on ~~(“Social~~or ~~Play”).~~before ~~Under~~each ~~the~~anniversary ~~Agreement,~~pursuant ~~the~~to ~~Company has been granted the exclusive rights within the~~Exclusive ~~U.S.~~License ~~and~~Agreement ~~Canada~~dated toMay ~~develop~~21, ~~market~~2015 ~~and~~as ~~sell~~explained ~~products~~in ~~and~~note ~~services~~4 ~~based~~to ~~upon~~the ~~Social~~condensed ~~Play’s~~financial ~~patent-pending “SP Cloud Goods” system~~statements.

OnNote ~~August~~8 ~~22,~~– ~~2016,~~Related ~~the~~Party 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.Transactions

Other than disclosed elsewhere in the condensed financial statements, the only related party transaction during the three months ended March 31, 2017 and 2016 is directors’ fees of $-0- and $7,500 respectively. Director fees of $7,500 relate to a former director, who resigned in the previous year.

Accounts payable and accrued liabilities include the following balances, which are unsecured, non-interest bearing and have no set repayment term, owed to related parties:

	September 30, 2016		December 31, 2015
	March 31		December 31
Owed to Director Chitan Mistry for Director fees	$	-		57,500
	2017		2016
Owed to former Director Lucie Letellier for Director fees		50,750		53,750
Owned to a former director for director fees		50,750		50,750
Owed to shareholder company, Social Play, Inc, as remaining balance for license agreement		83,067		83,067
Owed to a related party for lincense agreeement [Note 4]		83,067		83,067
		133,817		133,817

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.F-9

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 $15,000 and $15,775 respectively. During the three months ended September 30, 2016 and 2015, directors’ fees were $0 and $15,000 respectively.

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Table of Contents

SocialPlay USA, Inc.

Notes to Condensed Financial Statements

As of ~~September~~March 3031, ~~2016~~2017 (unaudited)

Note 109 – ~~Forgiveness~~ ofSubsequent ~~debt~~Events

OnThe ~~August 22, 2016, the~~ Company’s ~~entered~~management ~~into~~has aevaluated ~~severance~~subsequent ~~and~~events ~~mutual~~up ~~release~~to ~~agreement~~May ~~with a former President~~22, ~~CEO~~2017 ~~and Director. The Company made a severance payment in~~ the ~~amount~~date ~~of $10,000 and both~~ the ~~Company~~unaudited ~~and~~condensed ~~the~~financial ~~former President provided mutual general~~statements ~~releases~~were ofissued, ~~any~~pursuant ~~liability.~~to Asthe arequirements ~~result~~ of ~~the~~ASC ~~said~~Topic ~~agreement,~~855 ~~the~~and ~~amount~~has ofdetermined ~~$62,500 owed to~~ the ~~former~~following ~~President~~subsequent ~~was written back.~~event:

~~Note~~Effective April 28, 2017, the Company entered into an agreement with CMGT for the second amendment in convertible promissory notes dated January 11, –2016 ~~Subsequent~~(first ~~Events~~amendment date) relating to certain warranties and covenants included in the convertible promissory notes as explained in note 5 to the interim condensed financial statements.

The Company’s management has evaluated subsequent events up to March 31, 2017 the date the unaudited condensed financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined the following subsequent events:F-10

On February 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.

On March 11, 2017, the Company 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 the acquisition of up to 100% of Spot and Play for a total purchase price of $1,000,000. The initial investment will consist of $300,000 in cash, to be paid for a 30% ownership interest in Spot and Play.

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Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and 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 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.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Company Overview

We 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. 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.

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 funds from advertisers to game developers.

The Agreement runs for an initial term of 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.

On August 22, 2016, the board of directors appointed Robert Rosner as our new President, CEO, CFO and Director. Following these appointments, the board accepted the resignation of Chitan Mistry as our former sole officer and director.

Significant Equipment

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

Table of Contents

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.

Significant Equipment

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

Results of Operations

Balance Sheet – As at ~~September~~March 3031, ~~2016~~2017 and December 31, ~~2015~~2016:

Cash

At ~~September~~March 3031, ~~2016~~2017 we had cash of $627,991 compared to $692,865 as at December 31, ~~2015~~2016.

Prepaid expenses

At ~~September~~March 3031, ~~2016~~2017 we had prepaid expenses of $~~nil~~10,379 compared to $~~26,210~~nil as at December 31, ~~2015~~2016. The amount relates to ~~the~~prepaid ~~unamortized balance of the payments made in connection with advisory services provided by consultants. The~~ consulting ~~contracts expired on~~ ~~May~~expenses ~~26,~~to ~~2016~~be ~~and~~expenses ~~the~~subsequent ~~entire~~to ~~amount~~current ~~was~~quarter ~~amortized~~end.

Accounts payable, ~~and~~ accrued liabilities and payable to related parties

At ~~September~~ 30March 31, ~~2016~~2017 we had $~~315~~306,~~723~~606 of accounts payable, ~~and~~ accrued liabilities and payable to related parties as compared to $~~302~~322,~~955~~164 as at December 31, ~~2015~~2016. The balance primarily represents $50,750 payable to a former director as consideration for director fee 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, $4661,277 payable to Ten West Holdings as consideration for consulting services, $~~215~~8,406 payable to Laxague Law for legal services, $~~245~~450 payable to Globex for transfer agent services, accrued interest of $318,~~340~~489 and accrued expenses of $2231,~~463~~437.

Convertible promissory notes and derivative liabilities

During the previous year, 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 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).

On January 11, 2016, the Company consolidated 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.

Share to be issued

During 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

~~Statement~~ Convertible ofpromissory ~~Operations~~notes ~~- For the three~~ and ~~nine~~derivative ~~months ended September 30, 2016 and September 30, 2015 respectively:~~liabilities

During the previous year, we entered into agreements with CMGT and issued them convertible promissory notes. As of March 31, 2017, the total principal due was $421,141 ($351,397 as of December 31, 2016) and interest accrued on these notes as at March 31, 2017 amounted to $450 ($28,497 as at December 31, 2016).

On February 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 $32,744, 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. On April 28, 2017, we entered into a Second Amendment to the CMGT Note to remove certain anti-dilution features of the Note. All other terms of the original Note remain in full force and effect.

Statement of Operations - For the three months ended March 31, 2017 and 2016 respectively:

Expenses

Three months ended ~~September~~March 3031, ~~2016~~2017 and ~~September~~March 3031, ~~2015~~2016

We have not earned any revenues since our inception. During the three months ended ~~September~~March 3031, ~~2016~~2017, we incurred operating expenses of $1154,~~708~~192, which consisted of consulting fees for investor relations of $130,~~000~~629, legal and professional fees of $9,~~306~~595, ~~transfer~~ transfer agent fees of $13,~~254~~590, and other expenses of $~~148~~10,378. We also incurred ~~interest~~accretion ~~and~~expense ~~bank~~of ~~charges~~$18,228, day-1 derivative losses of $713,~~744~~486, ~~licensing~~interest ~~fees~~and bank charges of $18,~~140~~489,~~000~~ and a loss on the change in fair value of derivatives of $6132,~~444~~387. We had a net loss for the three months ended ~~September~~March 3031, ~~2016~~ 2017 of $1343,~~118,296~~485. By comparison, during the three months ended ~~September~~March 3031, ~~2015~~2016, we had net ~~income~~loss of $74154,~~788~~065. ~~The~~Our ~~only~~expenses ~~reason for~~during ~~net~~the ~~income~~three ~~during~~months ~~the~~ended ~~quarter~~March ~~was~~31, ~~due~~2016 tomainly ~~recognition~~consisted of ~~gain~~directors fees and other charges of $~~217~~7,~~605~~500, in, ~~respect~~consulting offees ~~change~~ in ~~fair~~connection ~~value~~with investor relations of ~~derivatives. Our~~$135,499, ~~expenses~~legal ~~during~~and ~~the~~professional ~~three~~fees ~~months~~of ~~ended~~$13,063, transfer ~~September~~agent 30fees of $1,490, ~~2015~~and ~~mainly~~other ~~consisted~~expenses of ~~directors~~$145. ~~fees~~We ~~and~~also ~~other~~incurred ~~charges~~accretion expense of $6514,~~000~~056, ~~which~~ ~~included~~interest aand ~~bonus~~bank charges of $505,~~000~~872 ~~recognized~~and ~~during~~recorded ~~the~~a ~~quarter,~~gain ~~consulting~~on ~~fees~~extinguishment inof ~~connection~~debt ~~with~~in ~~investor~~the ~~relations~~amount of $3411,~~500,~~ 462 and ~~legal~~a ~~and~~gain ~~professional~~on ~~fees~~the change in fair value of derivatives of $1812,~~585~~098.

~~Nine~~Our ~~months~~expenses and net loss increased for the quarter ended ~~September~~March 3031, 2016 ~~and~~as ~~September~~compared ~~30,~~to ~~2015~~the same period last year primarily due to increased expenses for investor relations consulting fees. We anticipate our operating expenses will increase as we move toward developing more active operations in our current line of business.

WeOur ~~incurred~~ expenses and a net loss indecreased ~~the amount of $1,446,593~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 as compared to ~~expense and net loss in~~ the ~~amount~~same ofperiod ~~$890,224~~last ~~for~~year ~~the~~primarily ~~nine months ended September 30, 2015. Our expenses during the current nine month~~due ~~period~~to ~~mainly~~decrease ~~consisted~~in of consulting fees for investor relations ~~of $233~~,~~587~~ ~~(Nine~~the ~~months~~recorded ~~ended~~a ~~September~~gain ~~30,~~on ~~2015:~~extinguishment ~~$53,468), legal and professional fees~~ of ~~$36,363~~debt ~~(Nine months ended September 30, 2015: $63,967), directors’ fees~~ and ~~other~~the ~~charges of~~gain ~~$15,000~~on ~~(Nine~~the ~~months ended September 30, 2015: $80,775), transfer agent fees and stock filing charges of $15,009 (Nine months~~change ~~ended~~in ~~September~~fair ~~30,~~value ~~2015: $5,330), advertising and promotion~~ of ~~$5,000~~derivatives. ~~(Nine~~We ~~months~~anticipate ~~ended~~our ~~September 30, 2015: $56,473), and other~~ operating expenses ofwill ~~$1,488~~increase ~~(Nine~~as ~~months~~we ~~ended~~move ~~September~~toward ~~30,~~developing ~~2015:~~more ~~$17,297).~~active ~~We also incurred interest and bank charges of $34,544~~operations ~~(Nine months ended September 30, 2015: $25,422), licensing fees of $1,140,000 (Nine months ended September 30, 2015: $630,000)and a loss on the change~~ in ~~fair~~our ~~value~~current ofline ~~derivatives~~ of ~~$13,937 (Nine months ended September 30, 2015: ($294,921))~~business.

Our expenses 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.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2016~~2017, we had cash of $627,991. Our current liabilities as of ~~September~~March 3031, ~~2016~~2017 were $~~315~~306,~~723, consisting of $50,750 payable to a former director as consideration for her services, $83,067 payable to Social Play Inc~~606. 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 $18,667. Thus, we had a working capital deficit of $~~686~~288,~~856~~236, as of ~~September~~March 3031, ~~2016~~2017.

Cash 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.~~

~~Cash~~Net ~~Flows~~cash ~~from~~used ~~Financing~~in ~~Activities.~~operating ~~During the period ended September 30, 2016, financing~~ activities ~~provided~~was of $9131,~~950~~874 infor ~~cash, all from~~ the ~~issuance~~quarter ofended ~~convertible~~March ~~promissory note obligations~~31, 2017 as compared to $~~213~~19,~~180~~637 for the ~~same~~quarter ~~period~~ended March ~~last~~31, ~~year~~2016.

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InCash ~~recent~~Flows ~~months, we have relied upon financing in the form of convertible promissory notes~~ from ~~CMGT,~~Financing ~~Inc~~Activities. (“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.

AsDuring ~~of September 30, 2016, total principal due under~~ the ~~Note~~quarter ~~was~~ended ~~$321,130,~~March ~~and accrued interest totaled $~~31,~~340.~~ ~~The~~2017, ~~Note~~the ~~has~~Company araised ~~face value of~~ $~~500~~37,000, ~~and~~from ~~additional~~convertible ~~advances~~promissory tonotes usas upcompared to ~~that~~$19,950 ~~maximum~~during ~~amount~~the previous ~~may~~quarter beended ~~made~~March ~~from~~31, ~~time to time in the discretion of CMGT~~2016.

Our ability to continue 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.

Going Concern

As discussed in the notes to our financial statements, we 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.

Our activities to date have been supported by debt and equity financing. Management continues to seek funding from its shareholders and other qualified investors.

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Off Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2016~~2017, there were no off balance sheet arrangements.

Critical Accounting Policies

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 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.

Recently Issued Accounting Pronouncements

~~Accounting~~Recently ~~standards~~issued ~~that~~accounting pronouncements have been ~~issued~~disclosed orin ~~proposed~~note by3 ~~FASB that do not require adoption until a future date are not expected~~ to ~~have a~~the ~~material~~interim ~~impact~~condensed ~~on the~~ financial statements ~~upon adoption~~.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures.

We recently evaluated the effectiveness of our disclosure 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 ~~September~~March 3031, ~~2016~~ 2017. This evaluation was conducted with the participation of our principal executive officer and our principal accounting officer.

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.

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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.

We do not expect that our disclosure controls and procedures 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.

Management Report on internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal 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.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting and identified significant deficiencies in internal control over financial reporting.

A material weakness is 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 deficiency is 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 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. 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 have not identified any material weaknesses with our financial reporting 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.

Changes in internal control over financial reporting.

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.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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: Risk Factors

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

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not 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.

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	Second Amendment to Convertible Promissory Note
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

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SIGNATURES

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

	SocialPlay USA, Inc.
Date:	~~March~~May 3122, 2017
By:	/s/ Robert Rosner Robert Rosner
Title:	Chief Executive Officer, Chief Financial Officer and Director

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