UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ~~March~~June 3130, 2016

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 0-55255

____________________________

SATYA WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Florida		46-0636099
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Florida

(State or other jurisdiction of

incorporation or organization)

46-0636099

(I.R.S. Employer

Identification Number)

90311 Overseas Highway Tavernier, Florida		33070
(Address of principal executive offices)		(Zip Code)


90311 Overseas Highway Tavernier, Florida (Address of principal executive offices)		33070 (Zip Code)

(786) 259-0024

(Issuer's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ 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. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company," or "emerging growth company" in Rule 12b-2 of the Exchange Act. ~~(Check one):~~

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☑ (Do not check if a smaller reporting company) Emerging growth company ☑

Non-accelerated filer ☐ Smaller reporting company ☒

(Do not check if a 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 o No ☑

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class		Outstanding at ~~March~~February 152, ~~2017~~2018
Common Stock, par value $.0001 per share		6062,~~500~~943,~~000~~346 shares

	PAGE
		Page No.
Part I Financial Information	3
PART I	FINANCIAL INFORMATION	3
Item 1. Financial Statements (unaudited)	3
Item 1.	Financial Statements	3
Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Balance Sheets As of June 30, 2016 and December 31, 2015	3
Consolidated Statements of Operations	4
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2016 and 2015	4
Consolidated Statements of Cash Flows	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015	5
Notes to Financial Statements	6 to 7
	Notes to the Unaudited Condensed Consolidated Financial Statements	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 4. Controls and Procedures	10
Item 4.	Controls and Procedures	17
Part II Other Information	13
PART II	OTHER INFORMATION	18
Item 1. Legal Proceedings	13
Item 1.	Legal Proceedings	18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 1A.	Risk Factors	18
Item 3. Defaults Upon Senior Securities	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 4. Mine Safety Disclosures	13
Item 3.	Defaults Upon Senior Securities	19
Item 5. Other Information	14
Item 4.	Mine Safety Disclosures	19
Item 6. Exhibits	14
Item 5.	Other Information	19
Signatures	15
Item 6.	Exhibits	19
EX-31.1
	Signatures	20
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

SATYA WORLDWIDE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	June 30,			December 31,
	2016			2015
ASSETS
Current assets
Cash and cash equivalents	$	72,540		$	389,791
Total current assets		72,540			389,791

Property and equipment, net		622			15,355
Other assets		1,414			3,376
Intangible assets		-			990,592

Total assets	$	74,576		$	1,399,114

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities	$	88,848		$	56,851
Short term note		-			724,185
Short term note - related party		1,084,050			-
Total current liabilities		1,172,898			781,036

Total liabilities		1,172,898			781,036

Commitments and contingencies

Stockholders' equity
Preferred stock par value $0.001: 20,000,000 authorized; no shares issued or outstanding as of June 30, 2016 and December 31, 2015		-			-
Common stock par value $0.0001: 280,000,000 shares authorized; 60,500,000 and 57,000,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively		6,050			5,700
Additional paid in capital		1,757,000			1,507,350
Accumulated other comprehensive income		15,350			15,663
Accumulated deficit		(2,876,722	)		(910,635	)
Total stockholders' equity (deficit)		(1,098,322	)		618,078

Total liabilities and stockholders' equity (deficit)	$	74,576		$	1,399,114

	March 31,			December 31
	2016			2015
ASSETS
CURRENT ASSETS:	$			$
CASH AND CASH EQUIVALENTS		-			3,234
TOTAL CURRENT ASSETS		-			3,234
PROPERTY AND EQUIPMENT		-			-
OTHER ASSETS		-			-
INTANGIBLE ASSETS		-			-
TOTAL ASSETS		-		$	3,234
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES:
ACCOUNT PAYABLE AND ACCRUED LIABILITIES	$	11,186		$	46,186
TOTAL CURRENT LIABILITIES		11,186			46,186
TOTAL LIABILITIES		11,186			46,186
COMMITMENTS
STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred Stock: 20,000,000 Authorized par value $.001; none issued and outstanding.		-			-
Common Stock : 280,000,000, par value $.0001 authorized, 34,700,000 shares issued and 33,000,000 outstanding at March 31, 2016; 13,972,350 issued and 12,272,350 outstanding at December 31, 2015		3,470			1,397
Additional Paid In Capital		182,242			59,234
Accumulated Deficit		(195,888	)		(102,573	)
Less: Treasury stock, at cost (1,700,000 shares Repurchased)		(1,010	)		(1,010	)
Total equity (deficiency)		(11,186	)		42,952
Total liabilities and equity (deficiency)	$	-		$	(3,234	)

SATYA WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015

Sales	$	-		$	-		$	-		$	-

Operating expenses
General and administrative		232,354			33,025			739,796			105,437
Research & development		73,890			-			148,356			-
Depreciation and amortization		28			144			55			279
Loss on abandonment of property and equipment		-			-			14,652			-
Loss on impairment of intangible assets		990,592			-			990,592			-
Total operating expenses		1,296,864			33,169			1,893,451			105,716

Net loss from operations		(1,296,864	)		(33,169	)		(1,893,451	)		(105,716	)

Other income (expense), net
Interest, net		(31,701	)		-			(73,811	)		-
Foreign currency exchange gain/(loss)		(963	)		4,299			1,175			3,858

Total other income (expense), net		(32,664	)		4,299			(72,636	)		3,858

Net loss	$	(1,329,528	)	$	(28,870	)	$	(1,966,087	)	$	(101,858	)

Other comprehensive income

Currency translation loss		(315	)		(4,914	)		(313	)		(3,407	)

Comprehensive loss	$	(1,329,843	)	$	(33,784	)	$	(1,966,400	)	$	(105,265	)

Net loss per common share, basic and diluted	$	(0.02	)	$	(0.00	)	$	(0.03	)	$	(0.00	)

Weighted average common shares outstanding, basic and diluted		58,346,154			28,500,000			57,673,077			27,398,010

SATYA WORLDWIDE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six Months Ended June 30,
	2016			2015

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,966,087	)	$	(101,858	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		55			279
Loss on impairment of intangible assets		990,592			-
Loss on abandonment of property and equipment		14,652			-
Direct payment of expenses through short term note - related party		302,653			-
Changes in operating assets and liabilities:
Other assets		1,888			-
Accounts payable and accrued expenses		48,683			(16,766	)
Net cash used in operating activities		(607,564	)		(118,345	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Intangible assets		-			(152,791	)
Cash paid for property and equipment		-			(3,594	)
Net cash used in investing activities		-			(156,385	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder loan		-			305,620
Proceeds from short term note - related party		40,000			-
Shares issued for cash		250,000			-
Contribution of capital		-			100
Net cash provided by financing activities		290,000			305,720

Effect of exchange rate changes on cash		313			(3,407	)

Increase (decrease) in cash and cash equivalents		(317,251	)		27,583
Cash and cash equivalents, beginning of period		389,791			28,241

Cash and cash equivalents, end of period	$	72,540		$	55,824

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	84,120		$	-
Taxes	$	-		$	-

Non cash investing and financing activities:
Conversion of stockholder loan to equity	$	-		$	758,068

	March 31, 2016			March 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(93,315	)	$	(18,902	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			139
Amortization		--			62
Changes in operating liabilities
Accounts payable and accrued liabilities		(35,000	)		(6,930	)
Other assets		-			-
Net cash provided by (used in) operating activities		(128,315	)		(25,631	)
CASH FLOWS FROM INVESTING ACTIVITIES
Deposits		-			-
Capitalization of intangible assets		-			-
Acquisition of property and equipment		-			-
Net cash used in investing activities		0			0
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in refundable subscription payable		-			(3,184	)
Redemption of shares		(201,919	)		-
Proceeds from sale of common stock		327,000			21,751
Net cash provided by financing activities		125,081			18,567
Net decrease in cash, and cash equivalents, during the period		(3,234	)		(7,064	)
Cash, and cash equivalents, beginning of period		3,234			27,888
Cash, and cash equivalents, end of period	$	0		$	20,824
Supplemental disclosures of cash flow information
Cash paid for taxes	$	-		$	-
Cash paid for interest	$	-		$	-

Intellectual property	$	990,591
Property and equipment	$	29,882
Other assets	$	1,308

	For the Three Months Ended
	June 30, 2016			June 30, 2015

Revenues	$	–		$	–
Operating expenses	$	(1,296,864	)	$	(33,169	)
Other income (expense), net	$	(32,664	)	$	4,299
Net loss	$	(1,329,528	)	$	(28,870	)

	·	An increase of general and administrative expense of $199,329 consulting fees related to business development, financial advisory services, investor relations and audit and legal fees related to public company filing requirements.

	·	During the three months ended June 30, 2016, and 2015, the Company incurred Research and Development ("R&D") expense of $73,890 and $0, respectively. R&D expenses consist primarily of payments to our subsidiary and third parties for the development of software to be sold and/or leased to the general public. During the prior comparable period the Company did not incur any such costs. We expense R&D costs for the development of software to be sold to the general public as incurred until such time that technological feasibility of our product has been established. Typically, technological feasibility of our products occurs at the time our products are brought to market.
	·	During the three months ended June 30, 2016, the Company reviewed intangible assets for impairment and recognized an impairment charge of $990,592. The Company's intangible assets consisted of internally developed software relating to fantasy sports games. Prior to 2016, the Company developed several fantasy sports games for desktop and mobile applications for the US market. The development and launch of a portal to run the games was postponed indefinitely during the summer of 2016, due to the regulatory environment in the US related to fantasy sports. The Company shifted its focus and directed resources to partnering and developing games for the business to business market and the intangible assets were deemed to be impaired.

	For the Six Months Ended
	June 30, 2016			June 30, 2015

Revenues	$	–		$	–
Operating expenses	$	(1,893,451	)	$	(105,716	)
Other income (expense), net	$	(72,636	)	$	3,858
Net loss	$	(1,966,087	)	$	(101,858	)

	March 31,			March 31,
	2016			2015
SALES	$	-		$	20
OPERATING EXPENSES
GENERAL AND ADMINISTRATIVE		93,315			18,720
DEPRECIATION AND AMORTIZATION		0			202
TOTAL OPERATING EXPENSES		93,315			19,922
LOSS FROM OPERATIONS		93,315			18,902
NET LOSS	$	(93,315	)	$	(18,902	)
WEIGHTED AVERAGE SHARES OUTSTANDING		31,633,342			12,358,115
EARNINGS PER SHARE		(.00	)		(.00	)

Exhibit No.			Description
31.1			Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a–14(a)/15d–14(a).
31.2			Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a–14(a)/15d–14(a).
32.1			Section 1350 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2			Section 1350 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit No.	~~Description~~	Description
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a–14(a)/15d–14(a).
3.1		Articles of Incorporation, as currently in effect*
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a–14(a)/15d–14(a).
3.2		Bylaws, as currently in effect*
32.1	Section 1350 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
4.1		Specimen common stock certificate*
32.2	Section 1350 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.1		Stock Purchase and Reorganization Agreement **
21.1		List of Subsidiaries
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a–14(a)/15d–14(a).
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 13a–14(a)/15d–14(a).
32.1		Section 1350 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Section 1350 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	·	An increase of general and administrative expense of $634,359 due to acquisition fees resulting from the Merger, consulting fees related to business development, financial advisory services, investor relations and audit and legal fees related to public company filing requirements.

	·	During the six months ended June 30, 2016, and 2015, the Company incurred Research and Development ("R&D") expense of $148,356 and $0, respectively. R&D expenses consist primarily of payments to our subsidiary and third parties for the development of software to be sold and/or leased to the general public. During the prior comparable period the Company did not incur any such costs. We expense R&D costs for the development of software to be sold to the general public as incurred until such time that technological feasibility of our product has been established. Typically, technological feasibility of our products occurs at the time our products are brought to market.
	·	During the six months ended June 30, 2016, the Company reviewed intangible assets for impairment and recognized an impairment charge of $990,592. The Company's intangible assets consisted of internally developed software relating to fantasy sports games. Prior to 2016, the Company developed several fantasy sports games for desktop and mobile applications for the US market. The development and launch of a portal to run the games was postponed indefinitely during the summer of 2016, due to the regulatory environment in the US related to fantasy sports. The Company shifted its focus and directed resources to partnering and developing games for the business to business market and the intangible assets were deemed to be impaired.
	·	During the six months ended June 30, 2016, the Company abandoned property and equipment and recognized a loss on abandonment charge of $14,652. During the prior comparable period the Company did not incur any such costs

	June 30, 2016			December 31, 2015			Increase/ (Decrease)

Current Assets	$	72,540		$	389,791		$	(317,251	)
Current Liabilities	$	1,172,898		$	781,036		$	391,862
Working Capital Deficit	$	(1,100,358	)	$	(391,245	)	$	(709,113	)

	Six Months Ended
	June 30, 2016			June 30, 2015

Net cash used in operating activities	$	(607,564	)	$	(118,345	)
Net cash used in investing activities	$	-		$	(156,385	)
Net cash provided by financing activities	$	290,000		$	305,720

Filing Compare · SATYA WORLDWIDE, INC.