UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC. 20549

FORM 10-Q

þ	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
	For the Quarterly Period Ended June 30, 2011
	For the Quarterly Period Ended December 31, 2011
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ______________ to ________________

Commission File No. 000-31639

INTERAMERICAN GAMING, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	88-0436364
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

~~3565~~110 ~~King~~Yonge ~~Road~~Street, Suite ~~102~~1602

~~King City~~Toronto, Ontario Canada ~~L7B~~M5C ~~1M3~~1T4

(Address of Principal Executive Offices)

(~~905~~416) ~~833~~727-~~9846~~6326

(Registrant’s Telephone Number, Including Area Code)

~~Indicate~~3565 byKing 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)Road, ~~and~~Suite ~~(2) has been subject to such filing requirements for the past 90 days. Yes o No þ~~102

~~Indicate~~King ~~by check mark whether the registrant has submitted electronically and posted on its corporate Web site~~City, ifOntario ~~any,~~Canada ~~every~~L7B Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No þ1M3

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

Indicate 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.

Yes o No þ

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated file	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	þ

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

Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

The number of shares of common stock outstanding as of ~~March~~October 128, 2013: ~~169~~184,~~944~~460,~~901~~165.

Explanatory Note

InterAmerican Gaming, Inc. (the “Company”) is filing this Quarterly Report on Form 10-Q for the ~~period~~quarter ended ~~June~~December 3031, 2011 as part of a process by which the Company intends to remediate a number of delinquent periodic reports which were not filed by the Company for the fiscal periods ending March 31, 2010 until the present. It is the Company’s intention to remediate and file all of its delinquent periodic filings with the U.S. Securities and Exchange Commission as soon as reasonably possible.

InterAmerican Gaming, Inc.

INDEX

		Page
PART I.	Financial Information
Item 1.	Condensed Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statement of Stockholders' Equity	6
	Notes to Condensed Consolidated Financial Statements	7
	Condensed Consolidated Statements of Cash Flows	8
Item 2.	Management's Discussion and Analysis	15
	Notes to Condensed Consolidated Financial Statements	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 2.	Management's Discussion and Analysis	17
Item 4.	Controls and Procedures	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II.	Other Information
Item 1.	Legal Proceedings	2124
Item 2.	Unregistered Sales of Equity Securities ~~And~~and Use Ofof Proceeds	2124
Item 3.	Defaults Upon Senior Securities	2124
Item 4.	Submission of Matters to a Vote of Security Holders	2124
Item 5.	Other Information	2124
Item 6.	Exhibits and Reports on Form 8-K	2224
Signatures		2325

~~ITEM~~PART 1I. ~~CONDENSED~~ ~~FINANCIAL~~Financial ~~STATEMENTS~~Information

~~INTERAMERICAN~~ Item ~~GAMING, INC~~1. Condensed ~~AND~~Financial ~~SUBSIDIARIES~~Statements

~~Consolidated~~InterAmerican ~~Balance~~Gaming ~~Sheets~~Inc.

ASSETS
	June 30, 2011			September 30, 2010
Current assets
Cash and cash equivalents	$	-		$	30
Total current assets		-			30
Total assets	$	-		$	30
LIABILITIES
Current liabilities
Due to related parties (Note 3)	$	657,568		$	618,460
Accounts payable		200,778			197,562
Accrued liabilities		27,833			20,000
Liabilities of discontinued operations		31,678			31,678
Total current liabilities		917,857			867,700
Total liabilities	$	917,857		$	867,700
STOCKHOLDERS’ (DEFICIT) EQUITY
Common stock, $.00001 par value; 200,000,000 shares authorized, 67,868,234 shares issued and outstanding (September 30, 2010:67,868,234) (Note 5)	$	679		$	679
Additional paid-in capital		9,631,633			9,631,633
Accumulated deficit		(10,550,169	)		(10,499,982	)
Total stockholders’ (deficit) equity		(917,857	)		(867,670	)
Total liabilities and stockholders’ (deficit) equity	$	-		$	30

(A Development Stage Company)

Condensed Consolidated Balance Sheets

(Unaudited)

ASSETS
	December 31, 2011			September 30, 2011
Current assets
HST receivable	$	5,665		$	1,452
Due from related parties (Note 4)		21,087			19,815
Total current assets		26,752			21,267
Total assets	$	26,752		$	21,267

LIABILITIES
Current liabilities
Bank overdraft	$	4,337		$	3
Due to related parties (Note 4)		59,567			-
Accounts payable		268,352			8,639
Total current liabilities		332,256			8,642
Total liabilities		332,256			8,642

STOCKHOLDERS’ (DEFICIT) EQUITY
Common stock, $0.00001 par value, 200,000,000 shares authorized, 145,668,234 shares issued and outstanding (September 30, 2011: 1,000,000) (Note 8)		1,456			10
Additional paid-in capital		71,937			38,515
Subscription receivable		-			(879	)
Shares to be issued (14,416,667) (Note 6)		628,741			-
Deficit accumulated during the development stage		(989,888	)		(24,088	)
Accumulated other comprehensive (loss)		(938	)		(933	)
Total InterAmerican stockholders’ (deficit) equity		(288,692	)		12,625
Non-controlling interest		(16,812	)		-
Total (deficit) equity		(305,504	)		12,625
Total liabilities and equity	$	26,752		$	21,267

~~Table~~InterAmerican ofGaming ~~Contents~~Inc.

~~INTERAMERICAN~~(A ~~GAMING,~~Development ~~INC.~~Stage ~~AND SUBSIDIARIES~~Company)

Condensed Consolidated Statements of Operations

~~For the Three~~ and ~~Nine~~Comprehensive ~~Months~~Loss ~~Ended June 30, 2011 and 2010~~(Unaudited)

	Three Months Ended June 30, 2011			Three Months Ended June 30, 2010			Nine Months Ended June 30, 2011			Nine Months Ended June 30, 2010
	For the Three Months Ended December 31, 2011			For the Three Months Ended December 31, 2010			Period from inception (January 22, 2010) through December 31, 2011
Expenses
Revenues	$	-		$	-		$	-
Management fees – related party	$	-		$	-		$	-		$	75,940
Expenses
Professional fees		2,611			-			7,834			12,342
General and administrative		26,140			12			36,691
General and administrative		1,321			17,802			5,740			27,504
Management fees-related party		39,096			-			39,096
Impairment of assets (Note 8)		-			(2,500	)		-			13,549
Consulting fees		16,290			-			16,290
Total expenses		3,932			15,302			13,574			129,335
Director fees		16,000			-			16,000
Net (loss) before other expenses		(3,932	)		(15,302	)		(13,574	)		(129,335	)
Research and Development		2,691			-			16,228
Other expense (gain):
Loss on acquisition		875,541						875,541
Foreign currency (gain) loss		3,038			(25,878	)		36,613			3,233
Total Expenses		975,758			12			999,846
Total other expenses		3,038			(25,878	)		36,613			3,233
Net (loss) before other income		(975,758	)		(12	)		(999,846	)
Gain (loss) before income taxes		(6,970	)		10,576			(50,187	)		(132,568	)
Other (expense) income:
Provision for income taxes		-			-			-			-
Foreign currency gain (Loss)		(4,342	)		-			(4,342	)
Gain (loss) from continuing operations		(6,970	)		10,576			(50,187	)		(132,568	)
Total other income		(4,342	)		-			(4,342	)
(Loss) from discontinued operations		-			(20,952	)		-			(342,993	)
Net (loss)	$	(980,100	)	$	(12	)	$	(1,004,188	)
Net (loss)	$	(6,970	)	$	(10,376	)	$	(50,187	)	$	(475,561	)
Net (loss) attributable to non-controlling interest		(14,300	)		-			(14,300	)
Net (loss) per share - continuing operations - basic and diluted	$	(0.0001	)	$	0.0002		$	(0.0007	)	$	(0.0020	)
Net (Loss) attributable to InterAmerican	$	(965,800	)	$	(12	)	$	(989,888	)
Net (loss) per share - discontinued operations - basic and diluted	$	(0.0000	)	$	(0.0003	)	$	(0.0000	)	$	(0.0051	)
Net Loss per share, basic and diluted	$	(0.006	)	$	(0.000	)
Net (loss) per share	$	(0.0001	)	$	(0.0002	)	$	(0.0007	)	$	(0.0070	)
Weighted Average Number of Common Shares Outstanding During the Year – basic and diluted		156,303,345			936,757
Weighted average number of common shares outstanding during the year – basic and diluted		67,868,234			67,868,234			67,868,234			67,868,234
Comprehensive (Loss):
Net (Loss)	$	(980,100	)	$	(12	)	$	(1,004,188	)
Foreign exchange translation adjustment for the period		(5	)		-			(938	)
Comprehensive (Loss)		(980,105	)		(12	)		(1,005,126	)
Comprehensive (loss) attributable to non-controlling interest		(14,301	)		-			(14,487	)
Comprehensive (Loss) attributable to InterAmerican	$	(965,804	)	$	(12	)	$	(990,639	)

~~Table~~InterAmerican ofGaming ~~Contents~~Inc.

~~INTERAMERICAN~~(A ~~GAMING,~~Development ~~INC.~~Stage ~~AND SUBSIDIARIES~~Company)

Condensed Consolidated ~~Statements~~Statement of ~~Cash~~Stockholders' ~~Flows~~(Deficit) Equity

	For the Nine months ended June 30, 2011			For the Nine months ended June3 0, 2010
Operating activities
Net (loss) from continuing operations	$	(50,187	)	$	(132,568	)
Items not involving cash:
Impairment of assets		-			13,549
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		3,216			(13,472	)
Increase (decrease) in accrued liabilities		7,833			(7,475	)
Net cash provided by (used in) operating activities		(39,138	)		(139,966	)
Financing activities
Bank overdraft		-			981
Increase in due to/from related parties		39,108			138,985
Net cash provided by (used in) financing activities		39,108			139,966
Increase (decrease) in cash from continuing operations		(30	)		-
Increase (decrease in cash from discontinuing operations		-			(15,643	)
Increase (decrease) in cash		(30	)		(15,643	)
Cash and cash equivalents, beginning of year		30			15,643
Cash and cash equivalents, end of year	$	-		$	-
Supplemental Information
Interest paid		-			-
Income tax paid		-			-

Since Inception (January 22, 2010) through December 31, 2011

~~Non cash activities:~~ (Unaudited)

During the nine months ended June 30, 2011, the Company had no non cash activities.

	Number of Shares		Amount		Additional Paid-In Capital		Shares to be Issued		Subscription Receivable			Deficit Accumulated During the Development Stage			Other Comprehensive Income			Non-controlling Interest			Total Equity
Balance, January 22, 2010 (Date of Inception)		-		-		-		-		-			-			-			-			-
Issuance of stock at $0.001 per share for subscription receivable, February 2010		936,757	$	9	$	870		-		(879	)	$	-		$	-			-		$	-

Balance, September 30, 2010		936,757		9		870		-		(879	)		-			-			-			-

Issuance of shares at $0.585 for cash, June 2011		63,243		1		37,645		-		-			-			-			-			37,646

Foreign currency translation (loss)		-		-		-		-		-			-			(933	)		-			(933	)

Net loss for the year		-		-		-		-		-			(24,088	)		-			-			(24,088	)
Balance, September 30, 2011		1,000,000	$	10	$	38,515		-		(879	)	$	(24,088	)	$	(933	)		-		$	12,625

Effect of reverse acquisition, October 3, 2011, shares issued May 2012		144,668,234		1,446		1,744				-			-			-			(2,512	)		678

Share subscription received		-		-		-		-		879			-			-			-			879

Shares to be issued for settlement with a related party		-		-		-		457,875		-			-			-			-			457,875

Settlement of related party fees		-		-		-		127,866		-			-			-			-			127,866

Settlement of consulting fees with an unrelated party		-		-		-		3,000		-			-			-			-			3,000

Shares to be issued for cash received at $0.02		-		-		-		35,000		-			-			-			-			35,000

During the nine months ended June 30, 2010 the Company:

● Settled $36,081 in directors fees with a former related party of the Company, the amount owing was forgiven (Note 10 )

● Settled $48,300 in consulting fees with a former consultant of the Company, the amount owing was forgiven (Note 10 )

Table of Contents

Shares to be issued for cash received at $0.03	-		-		-		5,000		-		-			-			-			5,000

Settlement with a related party for forgiveness of debt	-		-		31,678		-		-		-			-			-			31,678

Foreign currency translation	-		-		-		-		-		-			(5	)		-			(5	)

Net (loss) attributable to non-controlling interest	-		-		-				-		-			-			(14,300	)		(14,300	)

Net (loss) attributable to InterAmerican	-		-		-		-		-		(965,800	)		-			-			(965,800	)
Balance, December 31, 2011	145,668,234	$	1,456	$	71,937	$	628,741	$	-	$	(989,888	)	$	(938	)	$	(16,812	)	$	(305,504	)

INTERAMERICAN GAMING, INC. AND SUBSIDIARIES

Notes To Consolidated Financial Statements

June 30, 2010

1. Nature of Business and Basis of Presentation

The Company was incorporated on September 2, 1999 in the State of Nevada as LMC Capital Corp. and was organized for the purpose of creating a corporate vehicle to locate and acquire an operating business. On December 12, 2001, the Company changed its name to K-Tronik International Corp. ("KTI").

By the agreement dated November 29, 2001 and approved by the board of directors effective December 12, 2001, KTI issued 14,285,714 shares of restricted common stock to the shareholders of K-Tronik Int'l Corporation, a Nevada corporation, in exchange for 100% interest in K-Tronik Asia Corporation ("KTA"), a Korean corporation. In connection with this transaction, K-Tronik Int'l Corporation changed its name effective December 12, 2001 to K-Tronik N.A. Inc. ("KTNA").

The acquisition resulted in the former shareholders of KTNA acquiring 93.4% of the outstanding shares of KTI and has been accounted for as a reverse acquisition with KTNA being treated as the accounting parent and KTI, the legal parent, being treated as the accounting subsidiary. Accordingly, the consolidated results of operations of KTI included those of KTNA for all periods shown and those of the KTI since the date of the reverse acquisition.

KTNA and KTA were engaged in the manufacture and distribution of various types of electronic stabilizers and illuminator ballasts for fluorescent lighting fixtures. KTNA granted credit, on an unsecured basis, to distributors and installers located throughout the United States.

On December 15, 2004, KTI entered into an agreement to sell all of its interest in KTNA and the fixed assets of its subsidiary, KTA. KTI is no longer engaged in the business of manufacturing, distributing or selling electronic ballasts and is considered to have re-entered the development stage at December 15, 2004.

On June 13, 2006, KTI announced it would implement a new corporate strategy focusing on horseracing track development opportunities. An agreement was signed on June 19, 2006 to buy exclusive rights for a racetrack and casino (racino) development opportunity in Saskatchewan, Canada. As part of the new strategy the Company incorporated 6584292 Canada Inc. under which it would operate the new development opportunity. On July 5, 2006, KTI changed its name to Racino Royale, Inc. (“RR”) to reflect its intention to engage in the business of owning or leasing race-courses and/or conduct horse-races.

On January 28, 2008, the Company acquired all of the issued and outstanding shares of InterAmerican Gaming Corp. (“InterAmerican”) a private casino management company focused on Latin America. InterAmerican provides experience in the Latin American gaming markets with specialization in implementing technology, systems and marketing programs.

On June 19, 2008, the Company formed a new subsidiary called IAG Peru S.A.C. (“IAG Peru”) to begin to organize the development of certain Peruvian opportunities. IAG Peru is 99% owned by InterAmerican Operations, Inc. and 1% by InterAmerican Gaming, Inc.

On October 20, 2008, Racino Royale, Inc. changed its name to InterAmerican Gaming, Inc. (“IAG” or the “Company”) to better reflect its business direction to invest in Latin American horseracing and gaming opportunities.

During the 2008 fiscal year, the Company leased video lottery terminal slot machines from a related party and began deploying the assets in non-owned gaming locations. In 2009, the Company installed slot machines at Fantasy Club Del Peru SA (“Fantasy”) locations, operating under various brands throughout the country: “Slot City” in Chiclayo, “Colibri Dorado” in Chincha and “Monos Dorados” in Huacho and Huaral.

~~Table~~InterAmerican ofGaming ~~Contents~~Inc.

~~Recent~~(A ~~Developments~~Development Stage Company)

~~During~~Condensed ~~fiscal~~Consolidated ~~2010,~~Statements ~~the Company made the decision to step back from gaming operations. During the second quarter the Company began moving the slot machines into storage and by the end~~ of ~~the~~Cash ~~third quarter the Company no longer had machines installed in any casinos.~~Flows

On August 30, 2010, the Company entered into a settlement agreement with the related party, by virtue of common officers and directors, which held the lease on the slot machines resulting in the disposition of the assets and liabilities associated with the gaming operations.(Unaudited)

On October 3, 2011, the Company entered into a settlement agreement with Gamecorp Ltd. (“Gamecorp”) a related party by virtue of common officers and directors, in which the Company transferred 10,000,000 of its common shares and 100% of its shares of IAG Peru to extinguish $457,875 in liabilities.

	Three Months Ended December 31, 2011			Three Months Ended December 31, 2010			Period from Inception (January 22, 2010) through December 31, 2011
Operating activities
Net (loss)	$	(980,100	)	$	(12	)	$	(1,004,188	)
Adjustments to reconcile net loss to net cash:
Loss on acquisition		875,541			-			875,541
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		27,279			(32	)		35,918
Increase (decrease) in related party payables		37,164			-			37,164
Increase (decrease) in HST receivable		(4,213	)		-			(5,665	)
Net cash (used in) operating activities		(44,329	)		(44	)		(61,230	)

Financing activities
Bank overdraft		4,334			12			4,337
Advances from related parties		-			-			(19,784	)
Proceeds from stock subscriptions		40,000			-			40,000
Proceeds from issuance of shares		-			-			37,646
Net cash provided by financing activities		44,334			12			62,199

Effect of foreign exchange (loss)		(5	)		-			(938	)

Increase in cash and cash equivalents		-			(32	)		31

Cash and cash equivalents, beginning of period		-			32			(31	)

Cash and cash equivalents, end of period	$	-		$	-		$	-

Supplemental Information
Interest paid		-			-			-
Income tax paid		-			-			-

OnNon ~~October~~cash 3, 2011, the Company executed a share exchange agreement with NowPhit and its shareholders (the “Share Exchange”) pursuant to which the Company purchased 80.1% of NowPhit in exchange for 77,800,000 of the Company’s common shares valued at $240,000.activities:

OnDuring ~~October 21, 2011,~~ the ~~Company~~three ~~settled~~months ~~amounts~~ended ofDecember ~~$106~~31,~~262~~ ~~owing~~2011 tothe ~~directors, officers and consultants with 2,500,000 common shares.~~Company:

On● Closed ~~January~~the 30reverse merger, ~~2012~~77,800,000 ~~NowPhit~~shares ~~changed~~of ~~its~~the ~~name~~Company’s tocommon ~~SoFit~~shares ~~Mobile~~valued ~~Inc.~~at ~~(“SoFit”)~~$240,000 ~~short~~were ~~for~~issued ~~Social~~in ~~Fitness~~May 2012, as$874,862 itin ~~was~~liabilities ~~determined~~were toassumed ~~better~~in ~~reflect~~ the ~~business of the Company’s subsidiary.~~transaction;

On● The ~~April 17, 2012, the~~ Company ~~closed~~settled ~~an equity financing of~~ $~~400~~457,~~000~~875 atin aamounts ~~price~~owing ofto ~~$0.02 per share for~~ a ~~total~~related ~~issuance~~party ofwith 2010,000,000 shares~~. The~~ ~~equity~~at ~~financing was completed on a non-brokered basis and no warrants or options were issued~~$0.045, ~~The~~shares ~~proceeds of the financing are being used~~ to ~~advance~~be ~~the Company's SoFit platform and for general corporate purposes.~~issued;

On● The ~~June 13, 2012, the~~ Company ~~closed~~settled ~~its second equity financing of~~ $~~225~~127,~~000~~866 atin ahistorical ~~price~~consulting offees ~~$0.03~~with ~~per~~related ~~share~~and ~~for~~former arelated ~~total~~parties ~~issuance~~with ~~of 7~~2,~~500~~000,000 shares., ~~The~~the ~~equity~~shares ~~financing was completed on a non-brokered basis and no warrants or options~~ were issued. ~~The~~in ~~proceeds~~May ~~of the financing were being used to complete the commercialization of the SoFit platform, to execute SoFit’s summer~~ 2012; ~~launch strategy,~~ and ~~for general corporate purposes to update IAG’s financial reporting and accounting.~~

On● The ~~September 30, 2012, the~~ Company settled $43,000 in ~~accounts~~consultant fees payable, ~~owing~~ to an unrelated ~~parties~~party with ~~133~~500,~~333~~000 ~~common~~ shares, of the ~~Company. These~~ shares ~~have~~were ~~not~~issued ~~yet~~in ~~been~~May ~~issued~~2012.

OnDuring ~~September 30, 2012,~~ the ~~Company~~three ~~entered~~months ~~into~~ended aDecember ~~settlement agreement with a former consultant to settle fees and expenses in the amount of $16~~31,~~445~~ ~~with~~2010 ~~774,710 common shares of~~ the Company. ~~These~~had ~~shares~~no ~~have~~non-cash ~~not yet been issued~~activities.

On October 11, 2012, Mr. John Ryan was appointed to the Board of Directors.

On October 31, 2012, two consultants of the Company exercised their options, purchasing 1,750,000 common shares and 1,442, 222 common shares at $0.02 and $0.03 respectively. These options were granted in fiscal 2012. These shares have not yet been issued.

SoFit products include integrated mobile applications and complementary wireless devices that enable athletes to track, train, and compete with each other in real-time via the SoFit platform. Athletes can earn virtual rewards, such as trophies and medals, as well as real-life rewards, such as location-based coupons and special offers. The SoFit platform also features a charity and event function that allows athletes to raise donations for a charity of their choice and remotely compete in athletic events from anywhere around the world in real-time. The SoFit mobile applications were launched in July 2012.

INTERAMERICAN GAMING INC.

~~Table~~(A ofDevelopment ~~Contents~~Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

December 31, 2011

1. Nature of Business and Going Concern

On July 7, 2011, the Company entered into a letter of intent with Baron Group Ventures ("BGV") to acquire an 80.1% interest in SoFit Mobile Inc. (“SoFit”) (formerly NOWPHIT Operations Inc.).

On October 3, 2011, the Company entered into a settlement agreement with DealNet Capital Corp. (“DealNet”), a related party by virtue of common officers and directors, in which the Company transferred 10,000,000 of its common shares and 100% of its shares of IAG Peru to extinguish $457,875 in liabilities. The 10,000,000 common shares have not yet been issued. The transaction included the forgiveness of debt resulting in a $31,678 charge to equity as DealNet is a related party.

On October 3, 2011, the Company executed a Share Exchange Agreement with SoFit and its shareholders (the “Share Exchange”) pursuant to which the Company purchased 80.1% of SoFit in exchange for 77,800,000 of the Company’s common shares valued at $240,000.

In conjunction with the signing of the Share Exchange, all of the directors and officers of IAG, excluding J. Graham Simmonds, resigned and were replaced by nominees of SoFit. As of October 7, 2011, the Board of Directors of IAG was made up of J. Graham Simmonds, Gary Schwartz, Marc Askenasi and Henry J. Kloepper. Marc Askenasi was also appointed Chief Executive Officer and President, effective as of October 7, 2011.

Officers of the Company are now as follows:

Marc Askenasi	Director, Chief Executive Officer and President
J. Graham Simmonds	Chairman & Interim Chief Financial Officer

On October 21, 2011, the Company settled amounts of $130,866 owed to directors, officers and consultants with 2,500,000 common shares.

SoFit is a mobile app that motivates users to keep physically active and have fun at the same time. Using SoFit users can track their activity to earn rewards, join fun and philanthropic challenges to support charities, and workout and compete with friends from all over the world. The SoFit mobile app was launched in July 2012.

Going Concern

The ~~accompanying~~Company ~~consolidated~~is in the development stage as defined by FASB Accounting Standards Codification (“FASB ASC”) subtopic 915-10 Development Stage Entities (“ASC 915-10”). As of the date of these financial statements, ~~have~~the ~~been~~Company ~~prepared~~has onnot earned any revenue, has working capital deficit of $305,504 and an accumulated deficit of $989,888. For the period from January 22, 2010 (date of inception) through December 31, 2011, the Company has accumulated losses of $989,888. Until such time that the Company generates sales, it will continue to operate at a loss. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ~~basis,~~The inCompany ~~accordance~~has ~~with~~been ~~accounting~~financed ~~principles~~by ~~generally~~its ~~accepted~~shareholders and third party lenders to meet its obligations. The Company plans to begin earning revenue in the ~~United~~near ~~States~~future ofand ~~America~~generate profits to mitigate the above negative indicators.

~~The~~These ~~going~~financial ~~concern~~statements have been prepared on the basis of ~~presentation~~accounting principles applicable to a going concern, which assumes that the ~~Company~~company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities ~~and contingencies~~ in the normal course of operations. The Company’s future success is dependent upon its continued ability to raise sufficient capital either through equity financing or the sales of product, not only to finance its operating expenses, but to concentrate on its business activities. The consolidated financial statements do not include any adjustments to the amounts and classifications of the assets and liabilities that would be necessary if the going concern basis was not appropriate.

There is substantial doubt about the Company's ability to continue as a going concern as it has a working capital deficit of $917,857 and an accumulated deficit of $10,550,169 as at June 30, 2011. The Company's ability to continue as a going concern is dependent upon the Company's ability to raise additional capital and successfully complete a business acquisition or business opportunity. The outcome of these matters cannot be predicted at this time.9

INTERAMERICAN GAMING INC.

~~The~~(A ~~consolidated~~Development ~~financial~~Stage statements have been prepared on a going concern basis and do not include any adjustments to the amounts and classifications of the assets and liabilities that would be necessary if the going concern basis was not appropriate.Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

December 31, 2011

2. Summary of Significant Accounting Policies

The ~~accompanying~~accounting ~~unaudited~~policies ~~condensed~~of ~~consolidated~~the ~~financial~~Company ~~statements~~are ~~have been prepared~~ in accordance with accounting principles generally accepted in the United States of America. Certain ~~for interim financial~~ information and ~~with~~footnote ~~the~~disclosures ~~instructions~~normally toincluded ~~Form~~in ~~10-Q. Accordingly,~~financial ~~they~~statements doprepared ~~not~~in ~~include~~accordance ~~all~~with ~~of the information and footnotes required by~~ accounting principles generally accepted in the United States of America ~~for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation~~ have been ~~included.~~condensed ~~Interim~~or ~~results~~omitted. ~~are~~It ~~not~~is ~~necessarily~~suggested ~~indicative of the results~~ that ~~may~~these ~~be expected for a full year. There have been no significant changes of accounting policies since September 30, 2010. These condensed consolidated~~ financial statements ~~should~~ be read in conjunction with the ~~audited consolidated~~ financial statements and notes thereto included in the Company'’s ~~Annual Report on Form 10-K for the fiscal year ended~~ September 30, ~~2010,~~2011 audited financial statements as previously filed. Outlined ~~with~~below ~~the~~are ~~Securities~~those ~~and~~policies ~~Exchange~~considered ~~Commission.~~particularly significant:

~~The~~Development ~~accounting~~Stage ~~policies of the~~ Company ~~are in accordance with accounting principles generally accepted in the United States of America. Outlined below are those policies considered particularly significant:~~

~~Use~~The Company complies with the FASB ASC 915 Development Stage Entities and the Securities and Exchange Commission Act 7 for its characterization of ~~estimates~~the Company as development stage.

Consolidated Financial Statements

The consolidated financial statements include the accounts of the Company, its three subsidiaries, SoFit Mobile Inc., 6584292 Canada, Inc. and InterAmerican Operations, Inc. 6584292 Canada, Inc. and SoFit Mobile Inc. are incorporated under the laws of the Province of Ontario, Canada. 6584292 Canada, Inc is inactive. InterAmerican Gaming, Inc. and InterAmerican Operations, Inc. are incorporated under the laws of Nevada. All inter-company transactions have been eliminated.

Non-controlling interest

Non-controlling interest represents the interests of outside shareholders in the operating results and net assets of SoFit Mobile Inc. The non-controlling interest represents 19.9% of SoFit Mobile Inc.

Foreign Currency Translation

SoFit Mobile Inc.’s functional currency is in Canadian Dollars and it maintains its books and records in Canadian Dollars, the Company’s financial statements are converted to U.S. Dollars. The translation method used is the current rate method. Under the current rate method all assets and liabilities are translated at the current rate, stockholders’ equity accounts are translated at historical rates and revenues and expenses are translated at average rates for the reporting period. Due to the fact that items in the financial statements are being translated at different rates according to their nature, a translation adjustment is created. This translation adjustment has been included in Accumulated Other Comprehensive Income (Loss).

The exchange rates used to translate amounts in CAD into USD for the purposes of preparing the financial statements were as follows:

	December 31, 2011		September 30, 2011
Period-end CAD-USD exchange rate	$	0.9833	$	0.9540
Average Period CAD-USD exchange rate	$	0.9774	$	1.0135

INTERAMERICAN GAMING INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

December 31, 2011

Use of Estimates

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

Consolidated financial statements

The consolidated financial statements include the accounts of the Company, its three wholly-owned subsidiaries 6584292 Canada, Inc., InterAmerican Operations, Inc., and IAG Peru S.A.C. 6584292 Canada, Inc. is incorporated under the laws of the Province of Ontario, Canada and is inactive. InterAmerican Gaming, Inc. and InterAmerican Operations, Inc. are incorporated under the laws of Nevada. InterAmerican Gaming Peru S.A.C. is incorporated under the laws of Peru. All inter-company transactions have been eliminated.

Foreign Currency Transaction

Assets and liabilities, denominated in a currency other than US dollars, are translated at the exchange rate at the balance sheet date and revenue and expenses are translated at the exchange rate at the date those elements are recognized. Exchange gains and losses are included in income.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity date of three months or less and money market accounts to be cash equivalents.

9HST Receivable

~~Table~~The Company is required to pay Harmonized Sales Tax ("HST") on the goods and services provided by its suppliers. This is a value added tax that is refunded back to the Company by the Government of ~~Contents~~Canada. The Company currently has a large receivable due as a result of this tax and expects to receive the refund upon the filing of its overdue income tax returns.

~~Equipment~~Acquisitions and Business Combinations

~~Equipment~~The isCompany accounts for acquisitions and business combinations under the purchase method of accounting. The Company includes the results of operations of the acquired business from the acquisition date. Net assets of the companies acquired are recorded at ~~cost~~their ~~less~~fair ~~accumulated~~value ~~depreciation~~at the acquisition date. ~~Depreciation~~ isThe ~~provided~~excess of the purchase price over ~~estimated~~the ~~useful~~fair ~~life~~value of ~~the~~net assets ~~using~~acquired are included in intangible assets and goodwill in the ~~following~~accompanying ~~annual~~consolidated ~~rates:~~balance sheets.

Office equipment		5 years straight-line
Gaming equipment		5 years straight-line

Research and Development Cost

~~Equipment~~In ~~is reviewed for impairment in~~ accordance with FASB ASC ~~360~~985-10Software, ~~(prior~~expenditure ~~authoritative~~on ~~literature~~research ~~SFAS No. 144~~activities, ~~“Accounting~~undertaken ~~for~~with the ~~Impairment~~prospect ~~or Disposal~~ of ~~Long-lived~~gaining ~~Assets”),~~new ~~which~~technical ~~was~~knowledge ~~adopted~~and ~~effective January 1~~understanding, 2002. Under FASB ASC 360-10, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized ~~for~~in the ~~amount,~~income ifstatement ~~any,~~ when ~~the~~it ~~carrying~~is ~~value of the asset exceeds the fair value~~incurred.

~~Revenue~~Expenditure ~~Recognition~~on development activities, where research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized if the product or process is technically and commercially feasible. The expenditure capitalized includes the cost of materials and direct labor. Other development expenditure is recognized in the income statement as an expense is incurred. Capitalized development expenditure is stated at cost less accumulated amortization and impairment losses.

~~The~~Income Company recognizes as gaming revenues its proportionate share of the net win from slot machines. Net win is the difference between coins and currency deposited into the machines and payments made to customers.Taxes

~~Capital~~The ~~Leases~~Company follows FASB ASC 740-Income Taxes, which requires the use of the asset and liability method of accounting of income taxes. Under the assets and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled.

The Company’s policy is to record leases, which transfer substantially all benefits and risks incidental to ownership of property, as acquisitions of property and equipment and to record the incurrence of corresponding obligations as liabilities. Obligations under capital leases are reduced by rental payments net of imputed interest.11

INTERAMERICAN GAMING INC.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

December 31, 2011

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, ~~receivables~~HST receivable, ~~accounts~~due ~~payable~~to and ~~accrued~~due ~~liabilities~~from related parties, bank overdraft and accounts payable approximates fair value because of the short maturity of these instruments. ~~The~~ ~~carrying value of long-term debt also approximates fair value.~~ Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.

Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is determined based upon assumptions that market participants would use in pricing an asset or liability. Fair value measurements are rated on a three-tier hierarchy as follows:

● Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets; ● Level 2 inputs: Inputs, other than quoted prices included in Level 1, that are observable either directly or indirectly; and ● Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

● Level 2 inputs: Inputs, other than quoted prices included in Level 1 that are observable either directly or indirectly; and

● Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

In many cases, a valuation technique used to measure fair value includes inputs from multiple levels of the fair value hierarchy described above. The lowest level of significant input determines the placement of the entire fair value measurement in the hierarchy.

Basic and Diluted Earnings (Loss) Per Share

The Company reports basic earnings (loss) per share in accordance with FASB ASC 260 ~~(prior authoritative literature, SFAS No. 128, “~~-Earnings Per Share”). Basic earnings (loss) per share is computed using the weighted average number of shares outstanding during the year. Diluted earnings per share include the potentially dilutive effect of outstanding common stock options and warrants which are convertible to common shares. Diluted loss per share is not presented if the results would be “anti-dilutive”.

Table of Contents

Recently Issued Accounting Standards

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

3. ~~Due~~ Reverse toMerger ~~Related~~Transaction ~~Parties~~And Accounting

~~Periodically~~On October 3, 2011, the Company ~~advances~~entered ~~funds~~into ~~and~~a ~~pays~~Share ~~expenses~~Exchange onAgreement ~~behalf~~(“Share Exchange”) with SoFit, Wagerphone Inc. (D.B.A: Baron Group Ventures) (“BGV”) and the Shareholders of ~~related~~SoFit ~~parties~~(“SoFit Vendors”). On October 3, 2011, the Merger contemplated by the Share Exchange by and ~~funds~~among ~~are~~the ~~advanced~~Registrant, SoFit, BGV and ~~expenses~~the ~~are~~SoFit ~~paid~~Vendors bywas ~~related~~completed ~~parties~~(the on“Merger”). ~~behalf~~As ofa condition to closing, the Company issued a Secured Promissory Note to SoFit for the aggregate unpaid principal amount of up to U. ~~These~~S. ~~transactions~~$5,000,000 ~~result~~drawn in ~~non-interest~~tranches ~~bearing~~of ~~payables~~$50,000, due on or ~~receivables~~before toOctober ~~related~~3, ~~parties~~2016. Any amount owed at the end of the period is eliminated upon consolidation. In return, the Company received a General Security Agreement from SoFit granting the Company a security interest over all assets of SoFit until the Secured Promissory Note was duly repaid in full.

Amounts due to related parties were:

	June 30, 2011		September 30, 2010
Entities with common directors and /or officers	$	531,389	$	500,192
Officers and directors		126,179		118,268
Total	$	657,568	$	618,460

Amounts due to related parties are non-interest bearing, unsecured and do not have any specific repayment terms.

On October 3, 2011, the Company entered into a settlement agreement with a related party, by virtue of common officers and directors, in which the Company transferred 10,000,000 of its common shares and 100% of its shares of IAG Peru to extinguish $457,875 in liabilities.

4. Capital Stock

The Company has authorized capital of 200,000,000 shares of common stock with a par value of $0.00001 of which 67,868,234 shares are issued and outstanding as of June 30, 2011 (2010:67,868,234).

During the nine months ended June 30, 2011 and 2010, the Company issued no shares of its common stock.

6. Obligations Under Capital Lease

On August 31, 2008 the Company obtained lease purchase financing totaling $294,000 from a related party for gaming equipment. The Company was obligated to pay monthly payments of $11,275 based on a term of 36 months and an effective lease rate of 18%. The equipment was provided as security for the financing.

On August 30, 2010, the Company entered into a settlement agreement with the related party holding the lease, fully settling the obligation.

7. Discontinued Operations

During the fiscal 2010, the Company classified IAG Peru as discontinued operations. The summarized operating results for discontinued operations for the three and nine month periods ended June 30, 2011 and 2010 are as follows:

	Three Months Ended June 30, 2011		Three Months Ended June 30, 2010			Nine Months Ended June 30, 2011		Nine Months Ended June 30, 2010
Revenues	$	-	$	7,267		$	-	$	74,354
Cost of revenues		-		1,607			-		12,840
Gross profit		-		5,660			-		61,514
Expenses		-		17,700			-		60,801
Net gain (loss) before other expenses		-		(12,040	)		-		713
Other (expenses) income
Depreciation		-		(918	)		-		(19,648	)
Impairment of assets		-		-			-		(277,237	)
Foreign Exchange		-		7,734			-		(427	)
Interest expense		-		(15,728	)		-		(46,394	)
Net (loss)	$	-	$	(20,952	)	$	-	$	(342,993	)

Table of Contents

Impairment of assets of discontinued operations for the period ended June 30, 2010 can be segregated into the following subcategories:

Computer equipment (i)	$	3,915
Equipment under capital lease (ii)		273,322
	$	277,237

(i) The Company classified the office equipment as impaired as it was being held by the former general manager of IAG Peru with whom the Company was involved in a labor dispute.

(ii) Management determined that the equipment under capital lease was impaired and as such wrote down their value recording a loss of $273,322.

Liabilities of discontinued operations as at June 30, 2011 are summarized as follows:

	June 30, 2011		September 30, 2010
Accounts payable	$	3,500	$	3,500
Accrued liabilities		28,178		28,178
Total liabilities	$	31,678	$	31,678

Cashflows of discontinued operations for the nine months ended June 30, 2011 and 2010 are as follows:

	Nine Months Ended June 30, 2011		Nine Months Ended June 30, 2010
Operating activities
Net (loss) from continuing operations	$	-	$	(342,993	)
Items not involving cash:
Depreciation		-		19,648
Impairment of assets		-		277,237
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		-		(17,202	)
Decrease (increase) in prepaid expenses		-		-
Increase (decrease) in accounts payable		-		(14,679	)
Increase (decrease) in accrued liabilities		-		36,679
Net cash provided by (used in) operating activities		-		(41,310	)
Investing activities
Disposition (acquisition) of capital assets		-		45,600
Net cash provided by (used in) investing activities		-		45,600
Financing activities
Leasing liability		-		(6,606	)
Increase in due to/from related parties		-		(13,327	)
Net cash provided by (used in) financing activities		-		(19,933	)
(Decrease) in cash from discontinuing operations		-		(15,643	)

INTERAMERICAN GAMING INC.

~~Table~~(A ofDevelopment ~~Contents~~Stage Company)

~~8. Impairment~~Notes ofto ~~Asset~~Condensed Consolidated Financial Statements

~~Gate To Wire Solutions Inc.~~ (~~a related party by virtue of common officers and directors~~Unaudited) was indebted to the Company in the amount of $16,049 at March 31, 2010. Management determined the amount to be impaired as substantial doubt exists as to the collectability of the amount. The Company provided for a loss in the full amount due. During the three month period ended June 30, 2010 the company recovered $2,500 of the amounts previously written off.

~~9. Contingencies~~December 31, 2011

OnIn ~~December~~connection ~~18,~~with ~~2009~~the Merger, the Company’s ~~wholly~~and ~~owned~~SoFit ~~subsidiary~~entered ~~IAG~~into ~~Peru~~a ~~S.A.C.~~Deferred ~~was~~Share ~~served~~Issuance aAgreement ~~labour~~dated ~~claim~~October ~~for $78~~3,~~750~~ ~~(plus~~2011 ~~expenses)~~whereby bythe aparties ~~former~~agreed ~~general~~to ~~manager. The~~defer ~~claim~~the isissuance ~~for~~of ~~unpaid~~the ~~consulting fees~~77, ~~other stock based compensation~~800,000 ~~bonuses,~~fully ~~vacation~~paid ~~and~~common ~~other~~shares ~~employee~~of ~~benefits. The dispute involves~~ the ~~start~~Registrant. ~~date~~It ofwas ~~employment~~agreed ~~and~~ the ~~Company~~shares ~~believes~~would itbe ~~has~~issued ~~fully~~to ~~accrued for~~ the ~~potential~~SoFit ~~loss~~Vendors infrom ~~the~~treasury ~~normal~~no ~~course~~longer ~~during~~than ~~the~~270 ~~year~~calendar ~~ended~~days ~~September~~after ~~30, 2009~~closing. ~~Amount~~The is77,800,000 ~~recorded~~shares inrelated ~~accounts~~to ~~payable~~this transaction were issued on ~~the~~May ~~balance~~9, ~~sheet~~2012.

10Immediately prior to the completion of the Merger, the Registrant had 67,868,234 shares of common stock outstanding. ~~Related~~ ~~Party~~As ~~Settlements~~a result of the Merger, SoFit merged into the Company to become a subsidiary of the Registrant. Following the Merger, the Registrant has 145,668,234 shares of common stock outstanding which is inclusive of the 77,800,000 unissued common shares of the Registrant pursuant to the Deferred Share Issuance Agreement dated October 3, 2011.

●As Ona ~~June~~result ~~30,~~of ~~2010,~~ the ~~Company~~reverse ~~entered~~merger, ~~into~~during athe ~~settlement~~period ~~agreement~~ended ~~with~~December a31, ~~former director in which he forgave $36~~2011,~~081~~ ~~in unpaid director fees owing to him from~~ the Company. ~~This~~recorded ~~transaction was treated as~~ a ~~capital~~loss ~~contribution~~on ~~and~~acquisition ~~therefore~~of ~~resulted~~$875,541. inThe ansignificant ~~increase~~components toof ~~additional~~the ~~paid~~transaction inare ~~capital.~~as follows:

● On June 30, 2010, the Company entered into a settlement agreement with a former consultant in which he forgave $48,300 in unpaid consulting fees owing to him from the Company. This transaction was treated as a capital contribution and therefore resulted in an increase to additional paid in capital.

Assets acquired:	$	-
Liabilities assumed:		874,862
Common stock retained:		679
Net	$	875,541

●In Onconjunction ~~August~~with ~~30, 2010~~ the ~~Company~~Merger, ~~entered~~two ~~into~~out aof ~~settlement~~the ~~agreement~~three ~~with~~directors ~~Grandvue~~and ~~Inc.~~officers ~~(“Grandvue”)~~of IAG, aJohn ~~related~~G. ~~party~~Simmonds by(former ~~virtue~~Director, ofChief ~~common~~Executive ~~officers~~Officer and ~~directors~~President) and ~~the~~Randy ~~holder~~Barber of(former ~~the Company’s capital lease. Grandvue was owed $476~~Director),~~784~~ inresigned ~~advances,~~from ~~inter-company~~the ~~loans~~Company, ~~lease~~effective ~~payments~~as ~~and~~of ~~interest~~October ~~for~~7, ~~financing~~2011. ~~provided~~The onCompany replaced the ~~slot~~Board ~~machines~~of ~~being~~Directors ~~operated~~with bynominees ~~IAG~~of ~~Peru~~SoFit. AsEffective ~~full~~as ~~settlement~~ of ~~this~~October ~~amount~~7, ~~the Company transferred to Grandvue~~2011, ~~assets~~J. ~~valued~~Graham atSimmonds ~~$56,511~~(a ~~after~~director ~~the~~prior ~~effects~~to of the ~~first~~merger) ~~quarter~~was ~~impairment~~appointed ~~consisting~~as ofChairman ~~all~~ of the ~~slot~~Board ~~machine~~of ~~assets~~Directors; ~~and~~Gary ~~all~~Schwartz ~~receivables~~was ~~due~~appointed ~~from~~as ~~slot~~Executive ~~machine~~Vice ~~rental~~Chairman ~~and~~of ~~revenue~~the ~~sharing.~~Board ~~Grandvue~~of ~~also~~Directors; ~~agreed~~Marc toAskenasi ~~assume~~was ~~the~~appointed ~~outstanding~~as ~~Gaming~~Director, ~~tax~~Chief ~~liability~~Executive ofOfficer ~~$26,031~~and ~~owed~~President; byand ~~the~~Henry ~~Company~~J. ~~This~~Kloepper ~~transaction resulted in a gain of $446,304 which~~ was ~~treated~~appointed as aDirector. ~~capital~~Carrie ~~contribution~~J. ~~and~~Weiler ~~therefore~~remained ~~resulted~~as inthe anCompany’s ~~increase~~Corporate ~~to additional paid in capital~~Secretary.

11For financial purposes, the Merger represents a capital transaction of SoFit or a “reverse merger” rather than a business combination, because the sellers of SoFit effectively controlled the combined company immediately following the completion of the Merger. ~~Subsequent~~ ~~Events~~In accordance with Accounting Standards Codification (“ASC”) 805-10-40, Business Combinations; Reverse Acquisitions, SoFit Mobile was the acquiring entity for accounting purposes. While the transaction is accounted for using the purchase method of accounting, in substance the transaction was a recapitalization of SoFit’s capital structure. Accordingly, the assets and liabilities and the historical operations that will be reflected in IAG’s ongoing consolidated financial statements will be those of SoFit and will be recorded at the historical cost basis. IAG’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of SoFit after consummation of the Merger. IAG's historic capital accounts will be retroactively adjusted to reflect the equivalent number of shares issued by IAG in the Merger while SoFit’s historical retained earnings will be carried forward. The historical financial statements of IAG before the Merger will be replaced with the historical financial statements of SoFit before the Merger in all future filings with the SEC. The Merger is intended to be treated as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.

On July 7, 2011, the Company entered into a letter of intent with Baron Group Ventures ("BGV") to acquire an 80.1% interest in NowPhit Operations Inc. (“NowPhit”).

INTERAMERICAN GAMING INC.

~~Table~~(A ofDevelopment ~~Contents~~Stage Company)

OnNotes ~~October 3, 2011, the Company executed a share exchange agreement with NowPhit and its shareholders (the “Share Exchange”) pursuant~~ to ~~which~~Condensed ~~the~~Consolidated ~~Company~~Financial ~~purchased 80.1% of NowPhit in exchange for 77,800,000 of the Company’s common shares valued at $240,000.~~Statements

~~On October 21, 2011 the Company settled amounts of $106,262 owing to directors, officers and consultants with 2,500,000 common shares.~~(Unaudited)

InDecember ~~conjunction with the signing of the Share Exchange~~31, ~~all of the directors and officers of IAG, excluding J. Graham Simmonds, resigned and were replaced by nominees of BGV. As of October 3,~~ 2011~~, the Board of Directors of IAG were made up of J. Graham Simmonds, Gary Schwartz, and Marc Askenasi.~~

~~Officers~~4. Related ofParty ~~the Company are now as follows:~~Transactions

~~Marc~~Transactions ~~Askenasi~~with ~~President~~related &parties ~~Chief~~are ~~Executive~~incurred ~~Officer~~in Jthe normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to between the related parties. ~~Graham~~The ~~Simmonds~~Company’s ~~Chairman~~current &and ~~Interim~~former ~~Chief~~officers ~~Financial~~and ~~Officer~~stockholders have advanced funds on a non-interest bearing basis to the Company for travel related and working capital purposes. The Company has not entered into any agreement on the repayment terms for these advances. As of December 31, 2011, the amounts due to related parties were $59,567 and amounts due from related parties were $21,087. During the three month period ended December 31, 2011, the Company expensed $40,000 as consulting fee payable to three directors of the Company.

OnDuring ~~January~~the ~~17,~~period ~~2012,~~ the Company ~~appointed~~settled ~~Henry~~$127,866 J.in ~~Kloepper~~consulting and ~~Gerald~~director ~~Goldberg~~fees owing to ~~its~~related ~~Board~~parties ofwith ~~Directors~~2,000,000 shares that were issued in May 2012.

OnAmounts ~~January~~due ~~30, 2012, NowPhit changed its name~~ to ~~SoFit~~related ~~Mobile~~parties ~~Inc.~~consisted ~~(“SoFit”), short for Social Fitness, as it was determined to better reflect the business~~ of ~~the Company’s subsidiary.~~:

On April 17, 2012, the Company closed an equity financing of $400,000 at a price of $0.02 per share for a total issuance of 20,000,000 shares. The equity financing was completed on a non-brokered basis and no warrants or options were issued. The proceeds of the financing are being used to advance the Company's SoFit platform and for general corporate purposes.

	December 31, 2011		September 30, 2011

Entities with common directors and /or officers	$	(33,775)	$	-
Fees payable to officers and directors		(25,792)		-
Total	$	(59,567)	$	-

OnAmounts ~~June~~due ~~13,~~from ~~2012,~~related ~~the~~parties ~~Company~~consisted ~~closed its second equity financing~~ of $225,000 at a price of $0.03 per share for a total issuance of 7,500,000 shares. The equity financing was completed on a non-brokered basis and no warrants or options were issued. The proceeds of the financing were being used to complete commercialization of the SoFit platform, to execute SoFit’s summer 2012 launch strategy, and for general corporate purposes to update IAG’s financial reporting and accounting.:

On September 30, 2012, the Company settled $4,000 in accounts payable, owing to unrelated parties with 133,333 common shares of the Company. These shares have not yet been issued.

	December 31, 2011		September 30, 2011

Entities with common directors and /or officers	$	9,557	$	9,272
Advance on expenses owed from an officer of the Company		11,530		10,543
Total	$	21,087	$	19,815

On5. Research ~~September 30, 2012, the Company entered into a settlement agreement with a former consultant to settle fees~~ and ~~expenses in the amount of $16,445 with 774,710 common shares of the Company. These shares have not yet been issued.~~Development

OnDuring ~~October~~the 11three month period ended December 31, ~~2012~~2011, Mrthe Company expensed $2,691 towards the research and development of a commercialized version of its social gaming mobile application named SoFit. ~~John~~All ~~Ryan~~costs associated with the development of the Application have been fully expensed as per ASC 985-Software. The Application was ~~appointed~~brought to market on July 19, 2012 and has since been available to download from both the ~~Board~~Apple ofand ~~Directors~~Android marketplaces. The Company expensed Nil towards research and development costs for the three months ended December 31, 2010.

~~On October 31, 2012, two consultants of the Company exercised their options, purchasing 1,750,000 common shares and 1,442, 222 common shares at $0~~6.02 Shares ~~and~~to ~~$0.03~~be ~~respectively. These options were granted in fiscal 2012. These shares have not yet been issued.~~Issued

~~SoFit~~At ~~products~~December ~~include integrated mobile applications and complementary wireless devices that enable athletes to track~~31, ~~train~~2011, ~~and compete with each other in real-time via~~ the ~~SoFit~~Company ~~platform.~~has ~~Athletes can earn virtual rewards~~$628,741 ~~such~~in asunissued ~~trophies~~share ~~and~~liability ~~medals,~~consisting ~~as well as real-life rewards, such as location-based coupons and special offers. The SoFit platform also features a charity and event function that allows athletes to raise donations for a charity~~ of ~~their choice and remotely compete in athletic events from anywhere around~~ the ~~world in real-time. The SoFit mobile applications were launched in July 2012.~~following:

	●	The Company settled $457,875 in amounts owing to a related party with 10,000,000 shares at $0.045, shares to be issued;

	●	The Company settled $127,866 in historical consulting fees with related and former related parties with 2,000,000 shares, the shares were issued in May 2012;

	●	The Company settled $3,000 in consultant fees payable to an unrelated party with 500,000 shares, the shares were issued in May 2012;

	●	The Company received $35,000 in cash for the purchase of 1,750,000 common shares at $0.02, the shares were issued in May 2012; and

	●	The Company received $5,000 in cash for the purchase of 166,667 common shares at $0.03, the shares were issued in June 2012.

INTERAMERICAN GAMING INC.

~~Table~~(A ofDevelopment ~~Contents~~Stage Company)

~~ITEM~~Notes 2.to ~~MANAGEMENT’S~~Condensed ~~DISCUSSION~~Consolidated ~~AND~~Financial ~~ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Statements

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.(Unaudited)

~~Overview~~December 31, 2011

~~The Company’s focus in fiscal 2009 was on gaming opportunities in Latin America~~7. On ~~August~~Income 30, 2010, the Company entered into a settlement agreement with the related party, by virtue of common officers and directors, which held the lease on the slot machines resulting in the disposition of the assets and liabilities associated with the gaming operations. As a result, the Company classified IAG Peru as discontinued operations for the period ended June 30, 2010. The comparative figures for 2009 have been reclassified to reflect the same treatment.Tax

~~RESULTS~~The OFCompany ~~OPERATIONS~~has tax losses available to be applied against future years income. Due to the losses incurred from a predecessor business and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carryforward will not be realized in timely manner, through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for deferred income tax assets.

~~Continuing~~As ~~Operations~~at December 31, 2011, the Company had approximately $4,783,424 (December 31, 2010: $3,810,820) of Federal and State net operating loss carryovers available to offset future taxable income. Such carryovers expire through 2029. The Company’s income tax returns are subject to audit by the IRS and the years 2005 to 2012 remain open and subject to examination.

~~For the three~~8. ~~month~~Share ~~period ended June 30, 2011 compared to the three month period ended June 30, 2010~~Capital

~~General~~The Company has authorized capital of 200,000,000 shares of common stock with a par value of $0.00001 of which, 145,668,234 and ~~administrative~~1,000,000 ~~expenses~~shares are issued and outstanding as of December 31, 2011 and September 30, 2011, respectively.

~~General~~During ~~and administrative expenses were $1,321 during~~ the three ~~month~~months ~~period~~ ended ~~June~~December 3031, 2011 ~~and $17~~,~~802~~ ~~during~~ the ~~three~~company ~~month~~issued ~~period ended June 30~~144, ~~2010. General and administrative expenses include consultant fees~~668,234 ~~director~~shares ~~fees~~of ~~and~~its ~~miscellaneous~~common ~~costs~~stock. The ~~decrease~~Company inissued ~~expenses~~no isshares ~~the~~during ~~result of decreased business activity in relation to~~ the ~~Company’s~~three ~~exit~~months ~~from~~ended ~~the~~December ~~Latin~~31, ~~American gaming market~~2010.

~~Management~~The ~~fees~~Company –has ~~related~~an ~~parties~~Incentive Stock Option Plan which was approved at a shareholders meeting held on July 14, 2008. The Company is authorized to issue up to 7,500,000 shares of its common stock under the plan. There were no stock options outstanding as of December 31, 2011.

~~Accrued and/or paid management fees to related parties were $Nil during the three month period ended June 30, 2011 and 2010~~9. ~~Administrative~~ Subsequent ~~and financial management services provided by a related party ceased at December 31, 2009 and the remainder of the management fees ceased at March 31, 2010.~~Events

~~Professional~~On ~~fees~~January 17, 2012, the Company appointed Gerald Goldberg to its Board of Directors.

~~Professional~~On ~~fees~~January ~~were~~30, $22012,~~611~~ ~~during~~NOWPHIT ~~the~~Operations ~~three~~Inc. ~~month~~was ~~period~~renamed ~~ended~~to ~~June~~SoFit 30Mobile Inc., ~~2011~~short ~~and~~for ~~$Nil~~Social ~~during the three month period ended June 30~~Fitness, ~~2010.~~as ~~Professional~~it ~~fees~~was ~~consist~~determined ofto ~~fees~~better ~~related~~reflect to the ~~audit~~business ~~and review~~ of the Company’s ~~financial statements~~subsidiary.

~~Impairment~~On September 30, 2012, four consultants of ~~assets~~the Company exercised their options, purchasing, 1,750,000 common shares at $0.02 and 133,333 common shares, 250,000 common shares and 1,389,889 common shares at $0.03. These options were granted in fiscal 2012. These shares were issued in June, 2013.

~~Gate~~On ToOctober ~~Wire~~11, ~~Solutions~~2012, ~~Inc~~Mr. (aJohn ~~related~~Ryan ~~party by virtue of common officers and directors)~~ was ~~indebted~~appointed to the ~~Company~~Board ~~in the amount~~ of ~~$16,049~~Directors. During the period ended March 31, 2010, management determined the amount to be impaired as substantial doubt exists as to the collectability of the amount. The Company provided for a loss in the full amount due.

The first version of the SoFit Mobile Application was launched in July of 2012. Registered users can earn virtual rewards, such as trophies and medals, as well as real-life rewards, such as location-based coupons and special offers.

On October 21, 2013, SoFit Mobile Inc. (“SoFit”) was served a statement of claim for $282,412.04 plus interest and expenses by Xtreme Labs Inc. (“Xtreme”). Xtreme was engaged by SoFit on April 12, 2012 to develop an iOS-based application, an Android-based application, a mobile server and to provide quality assurance, design and product management support. The claim is for debt owed for services rendered by Xtreme to SoFit. The Company is in the midst of assessing the statement of claim and intends on filing a statement of defense. The amount has been accounted for in the normal course within accounts payable.

INTERAMERICAN GAMING INC.

~~Table~~(A ofDevelopment ~~Contents~~Stage Company)

~~Other~~Notes ~~expenses~~to Condensed Consolidated Financial Statements

During the three months ended June 30, 2011, the Company recorded a foreign currency loss of $3,038 compared to a foreign exchange gain of $25,878 in the comparative period in the prior year. A substantial portion of the Company’s liabilities and expenses are recorded in Canadian Dollars.(Unaudited)

~~Operating~~December ~~loss~~31, 2011

~~The~~On ~~loss~~November ~~from~~20, ~~continuing~~2012, ~~operations~~the ~~during~~Company’s ~~the~~subsidiary ~~three~~SoFit ~~month~~Mobile ~~period~~Inc. ~~ended~~was ~~June~~served 30a statement of claim by a human resources placement agency. The claim is for unpaid invoices dated September 4, ~~2011~~2012 ~~was~~in the amount of $639,~~970~~550. ~~(approximately~~This $0amount has been fully recorded in accounts payable on the balance sheet.~~0001~~ ~~per~~On ~~share)~~July ~~compared~~10, to 2013, the Company and the other party reached a ~~gain~~settlement ofin which $1020,~~376~~000 ~~(approximately~~will ~~$0.0002~~be ~~per~~paid ~~share)~~in ~~during~~cash ~~the~~in ~~comparative~~installments over a five week period inand the ~~prior~~remaining ~~year~~$19,550 will be settled with the issuance of 1,000,000 shares.

~~The~~On ~~Company~~June ~~expects~~6, ~~the~~2013, ~~operating~~SoFit ~~losses~~released toVersion ~~continue~~2.0 ~~until~~of ~~breakeven~~its ~~operations~~mobile ~~are~~application. Version ~~achieved~~2.0 ~~under~~features ~~the~~a ~~new~~number ~~business’~~of ~~opportunities~~key updates. ~~Additional~~Users ~~financing~~can ~~will~~now bewalk, ~~required~~run and bike; challenge friends to beat their respective activity times; and participate remotely in ~~order~~global challenges, including races and charity events such as Augie’s Quest to ~~fund~~Cure ~~operating~~ALS ~~losses~~Challenge.

For the nine month period ended June 30, 2011 compared to the nine month period ended June 30, 2010

General and administrative expenses

General and administrative expenses were $5,740 during the nine month period ended June 30, 2011 and $27,504 during the nine month period ended June 30, 2010. General and administrative expenses include consultant fees, director fees and miscellaneous costs. The decrease in expenses is the result of decreased business activity in relation to the Company’s exit from the Latin American gaming market. General and administrative expenses during the nine month period ended June 30, 2010 included the abatement of a $20,000 late filing tax penalty by the IRS.

Management fees – related parties

Accrued and/or paid management fees to related parties were $75,940 during the nine month period ended June 30, 2010 compared to $Nil during the nine month period ended June 30, 2011. Management fees are for the executive management services of our officers. Administrative and financial management services provided by a related party ceased at December 31, 2009 and the remainder of the management fees ceased at March 31, 2010.

Professional fees

Professional fees were $7,834 during the nine month period ended June 30, 2011 and $12,342 during the nine month period ended June 30, 2010. Professional fees consist of fees related to the audit and review of the Company’s financial statements.

Impairment of assets

Gate To Wire Solutions Inc. (a related party by virtue of common officers and directors) was indebted to the Company in the amount of $13,549. During the nine months ended June 30, 2010, management determined the amount to be impaired as substantial doubt exists as to the collectability of the amount. The Company provided for a loss in the full amount due.

Other expenses

During the nine months ended June 30, 2011, the Company recorded a foreign currency loss of $36,613 compared to a foreign exchange loss of $3,233 in the comparative period in the prior year. A substantial portion of the Company’s liabilities and expenses are recorded in Canadian Dollars.

Operating loss

The loss from continuing operations during the nine month period ended June 30, 2011 was $50,187 (approximately $0.0007 per share) compared to $132,568 (approximately $0.0020 per share)during the comparative period in the prior year.

The Company expects the operating losses to continue until breakeven operations are achieved under the new business’ opportunities. Additional financing will be required in order to fund operating losses.

~~Table~~Item of2. ~~Contents~~Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

~~Discontinued~~The ~~Operations~~following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.

Beginning in fiscal 2009, the Company began to generate revenues from slot machine operations in Latin America. Slot machines were initially deployed in Lima, Peru but were subsequently moved to the provinces of Peru (Chiclayo, Huacho, and Huaral) where the financial performance improved.Overview

~~During~~On ~~fiscal~~October ~~2010~~3, 2011, the Company ~~made~~merged ~~the~~with ~~decision~~SoFit, toa ~~step~~Company ~~back~~existing ~~from~~under ~~gaming~~the ~~operations~~laws of Ontario. ~~During~~ ~~the~~In ~~second~~connection ~~quarter~~with the Merger, the Company ~~began~~and ~~moving~~SoFit entered into a Deferred Share Issuance Agreement dated October 3, 2011 whereby the ~~slot~~parties ~~machines~~agreed ~~into~~to ~~storage~~defer ~~and~~the byissuance of the ~~end~~77,800,000 fully paid common shares of the ~~third~~Registrant. ~~quarter~~It was agreed the ~~Company~~shares would be issued to the SoFit Vendors from treasury no longer ~~had~~than ~~machines~~270 ~~installed~~calendar indays ~~any~~after ~~casinos~~closing.

OnImmediately ~~August~~prior ~~30,~~to ~~2010~~the completion of the ~~Company~~Merger, ~~entered~~the ~~into~~Registrant ahad ~~settlement~~67,868,234 ~~agreement~~shares ~~with~~of ~~the~~common ~~related~~stock ~~party~~outstanding. ~~which~~As ~~held~~a result of the ~~lease~~Merger, onSoFit merged into the ~~slot~~Company ~~machines~~to ~~resulting~~become ina subsidiary of the ~~disposition~~Registrant. ofFollowing the ~~assets~~Merger, ~~and~~the ~~liabilities~~Registrant ~~associated~~had ~~with~~145,668,234 ~~the~~shares ~~gaming~~of ~~operations. As~~common astock ~~result~~outstanding ~~there~~which ~~were~~is noinclusive ~~activities~~of ~~from~~the ~~discontinued~~77,800,000 ~~operations~~unissued ~~during~~common shares of the ~~nine~~Registrant ~~months~~pursuant ~~ended~~to ~~June~~the 30Deferred Share Issuance Agreement dated October 3, 2011.

~~Critical~~For ~~Accounting~~financial ~~Policies~~purposes, the Merger represents a capital transaction of SoFit or a “reverse merger” rather than a business combination, because the sellers of SoFit effectively controlled the combined company immediately following the completion of the Merger. As such, SoFit is deemed to be the accounting acquirer in the transaction and, consequently, the transaction is being treated as a recapitalization of SoFit’s capital structure. Accordingly, the assets and liabilities and the historical operations that are reflected in IAG’s ongoing financial statements are those of SoFit and will be recorded at the historical cost basis of SoFit. IAG’s assets, liabilities and results of operations are consolidated with the assets, liabilities and results of operations of SoFit after consummation of the Merger. IAG's historic capital accounts are retroactively adjusted to reflect the equivalent number of shares issued by IAG in the Merger while SoFit’s historical retained earnings are carried forward. The historical financial statements of IAG before the Merger will be replaced with the historical financial statements of SoFit before the Merger in this and all future filings with the SEC. The Merger is intended to be treated as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.

~~The~~ SoFit ~~preparation~~is ofa ~~financial~~social ~~statements~~gaming incompany ~~conformity~~that ~~with~~was ~~generally~~developed ~~accepted~~software ~~accounting~~to ~~principles~~empower ~~requires~~individuals ~~management~~ to ~~make~~track, atrain ~~wide variety of estimates~~ and ~~assumptions~~compete ~~that~~through ~~affect~~its ~~the~~platform. ~~reported~~Registered ~~amounts~~users ofcan ~~assets~~earn ~~and~~virtual ~~liabilities~~rewards, ~~and~~such ~~disclosure~~as oftrophies ~~contingent assets~~ and ~~liabilities~~medals, as ofwell ~~the~~as ~~date~~real-life ~~of the financial statements~~rewards, ~~and~~such ~~the~~as ~~reported~~location-based ~~amounts~~coupons ~~of revenues~~ and ~~expenses~~special ~~during~~offers. ~~the~~SoFit ~~reporting~~products ~~periods~~include ~~covered~~integrated bymobile ~~the~~applications ~~financial~~and ~~statements.~~complementary ~~Our~~wireless ~~management~~devices ~~routinely~~that ~~makes~~enable ~~judgments~~connectivity ~~and~~to ~~estimates about~~ the ~~effect~~SoFit ~~of matters that are inherently uncertain~~platform.

AsSoFit ~~the~~was ~~number~~launched in July of ~~variables~~2012 and ~~assumptions~~is ~~affecting~~available ~~the~~for ~~future~~mobile ~~resolution~~users ofto download on the ~~uncertainties~~Apple ~~increases,~~App ~~these~~Store ~~judgments~~and ~~become~~Google ~~even~~Play. ~~more~~SoFit’s ~~subjective~~first ~~and~~charitable ~~complex.~~event, WeWalk ~~have~~A ~~identified~~Mile, ~~certain~~was ~~accounting~~hosted ~~policies~~in ~~that~~conjunction ~~are~~with ~~most~~the ~~important~~U.S. toState Department and the ~~portrayal~~International ofOlympic ~~our~~Truce ~~current~~Committee ~~financial~~at ~~condition~~the ~~and~~2012 ~~results~~Olympic ofGames; ~~operations.~~a ~~Our~~campaign ~~significant~~that ~~accounting~~fell ~~policies~~under ~~are~~Secretary ~~disclosed~~of inState ~~Notes~~Clinton’s to2012 ~~Unaudited~~Hours ~~Consolidated~~Against ~~Financial~~Hate ~~Statements~~Initiative.

~~Use~~On June 6, 2013, SoFit released Version 2.0 of ~~Estimates~~its mobile application. Version 2.0 features a number of key updates. Users can now walk, run and bike; challenge friends to beat their respective activity times; and participate remotely in global challenges, including races and charity events such as Augie’s Quest to Cure ALS Challenge.

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

Liquidity and Capital Resources

The Company’s total assets decreased from $30 at September 30, 2010 to $Nil at June 30, 2011.

The Company’s total liabilities increased to $867,700 at September 30, 2010 to $917,857 at June 30, 2011. Due to related parties balance increased from $618,460 at September 30, 2010 to $657,568 at June 30, 2011. Due to related party amounts do not have specific repayment terms and it is expected that these amounts will be repaid as the financial position of the Company improves. Accounts payable increased from $197,562 at September 30, 2010 to $200,778 at June 30, 2011. Accrued liabilities increased from $20,000 at September 30, 2010 to $27,833 at June 30, 2011. Liabilities of $31,678 were classified to discontinued operations at June 30, 2011 and September 30, 2010, respectively.

The stockholders’ deficit increased from $867,670 at September 30, 2010 to $917,857 at June 30, 2011. The change in deficit is attributable to:

● a $50,187 loss for the period.

~~Table~~RESULTS ofOF ~~Contents~~OPERATION

At June 30, 2011, the Company had a working capital deficit of $917,857. The Company had cash balances of $-0- at June 30, 2011 and is largely reliant upon the ability to arrange equity or debt private placements to pay expenses as incurred. In addition to normal accounts payable of $200,778, the Company owes related companies $657,568 without specific repayment terms.Revenues

~~During~~From the ~~nine~~date ~~month period ended June 30, 2011, the Company experienced a net decrease in cash~~ of ~~$30. The~~inception ~~Company~~(January ~~used $39~~22,~~138~~ in2010) ~~cash~~to inDecember ~~operating activities~~31, ~~arising primarily from operating losses~~2011, ~~and~~the ~~generated~~Company ~~$39,108~~did innot ~~cash~~generate ~~from~~any ~~financing activities, primarily from related parties~~revenues.

The Company’s sources of cash have been loans or private placements of common stock. Although the Company has been successful in limited third party equity financing, thus far the development of our operations has been substantially funded by Gamecorp, the largest single shareholder of the Company. This initial financing is intended to fund operations only up to project commitment or launch stage. For further clarity, Gamecorp is generally able and willing to fund day to day operating costs, travel expenses, the costs of due diligence and third party feasibility studies. Although Gamecorp may participate in the financing of project capital costs, we expect that any material project financing will have to be assembled by the Company itself. Such financing could include straight forward senior debt, convertible debt or equity. Shareholders may experience significant dilution.Expenses

OnDuring ~~October~~the 3three months ended December 31, 2011, the Company ~~entered~~incurred ~~into~~general aand ~~settlement~~administrative ~~agreement~~expense ~~with~~of ~~Gamecorp~~$26,140, inrelated ~~which~~party ~~the~~management ~~Company~~fees ~~transferred~~of 10$39,~~000~~096,~~000~~ consulting fees of ~~its~~$16,290, ~~common~~director ~~shares~~fees of $16,000 and ~~100%~~research and development expense of ~~its~~$2,691. During ~~shares~~the three month period ended December 31, 2010, the Company incurred general and administrative expense of ~~IAG~~$12. The ~~Peru~~increase in expenses is attributable to ~~extinguish~~the ~~$457~~hiring of consultants and employees,~~875~~ new agreements with directors, development of the Company’s mobile application that was brought to market in ~~liabilities~~July and other general and administrative expenses incurred to support the research, development, marketing and launch of the mobile application.

OnDuring ~~October 3, 2011,~~ the ~~Company~~period ~~executed~~from ainception, ~~share~~(January ~~exchange~~22, ~~resulting~~2010) inthrough aDecember ~~reverse~~31, ~~merger~~2011, ~~with SoFit and a change of business for~~ the Company~~. SoFit~~ ~~products~~incurred ~~include~~the ~~integrated~~following ~~mobile~~expenses: ~~applications~~general and ~~complementary~~administrative ~~wireless~~of ~~devices that enable athletes to track~~$36,691; ~~train,~~related ~~and~~party ~~compete~~management ~~with~~fees ~~each~~of ~~other in real-time via the SoFit platform. Athletes can earn virtual rewards~~$39,096; ~~such~~consulting asfees ~~trophies~~of ~~and medals~~$16,290; asdirector ~~well~~fees asof ~~real-life rewards~~$16,000; ~~such as location-based coupons~~ and ~~special~~research ~~offers. The SoFit platform also features a charity~~ and ~~event~~development ~~function~~fees ~~that allows athletes to raise donations for a charity~~ of ~~their choice and remotely compete in athletic events from anywhere around the world in real-time~~$16,228. ~~Products were launched in July 2012.~~

~~The~~During ~~Company~~the ~~cannot~~three ~~predict~~month toperiod ~~what~~ended ~~extent~~December ~~our~~31, ~~current lack of liquidity and capital resources will impair our new business operations. However~~2011, the Company ~~believes~~incurred ita ~~will~~loss ~~incur~~on ~~further~~acquisition ~~operating~~of ~~losses.~~$875,541 ~~There is no assurance that the Company can continue~~ as a ~~going~~result ~~concern~~of ~~without~~the ~~continued~~reverse ~~funding.~~merger Inclosed ~~the~~on ~~current~~October ~~state~~3, ~~of development~~2011, ~~the~~see ~~Company~~Note is3 ~~reliant~~of ~~upon~~ the ~~continued~~financial ~~funding~~statements byfor ~~related~~more ~~entities~~information. ~~There can be no assurance that this funding will continue in the future.~~

The Company ~~expects~~had ita ~~will~~foreign ~~require~~currency ~~additional~~loss ~~financing~~of to$4,342 ~~cover~~during ~~legal,~~the ~~accounting,~~three ~~consulting~~months ended December 31, ~~management~~2011 ~~fees~~compared ~~and~~to Nil for the ~~miscellaneous~~year ~~costs~~ended ofDecember ~~being~~31, 2010 and a ~~reporting~~loss ~~company~~of in$4,342 for the ~~next~~period ~~fiscal~~from ~~year~~inception to December 31, 2011.

~~Going~~During ~~concern qualification: The Company has incurred significant losses from operations for~~ the ~~nine~~three month period ended ~~June~~December 3031, 2011, ~~and~~the ~~such~~Company ~~losses~~recorded ~~are~~a ~~expected~~net toloss ~~continue. In~~of ~~addition~~$980,100, weincluding ~~have~~ a ~~working~~loss ~~capital deficit~~ of $~~917~~14,~~857~~300 ~~and~~attributable anto ~~accumulated~~non-controlling ~~deficit of $10,550,169~~interest. The ~~foregoing~~net ~~raises~~loss ~~substantial~~attributable ~~doubt~~to ~~about~~InterAmerican ~~our~~Gaming ~~ability~~at toDecember ~~continue~~31, as2011 awas ~~going concern~~$965,800. The ~~Company~~net ~~plans~~loss tofor ~~seek~~the ~~additional~~three ~~capital~~month ~~and/or~~period ~~debt~~ended ~~financing. There~~December is31 no2010 ~~guarantee~~was ~~that~~$12. The ~~additional~~increased ~~capital~~loss ~~and/or~~is ~~debt~~the ~~financing~~result ~~will~~of bean ~~available~~increase ~~when~~in ~~and~~expenses toacross the ~~extent~~board ~~required,~~as ordiscussed ~~that if available~~above, itthe ~~will~~largest beincrease ~~available~~in onexpenses ~~acceptable~~relate ~~terms. The~~to ~~financial~~the ~~statements~~loss doon ~~not~~acquisition ~~include~~related ~~any~~to ~~adjustments that might result from~~ the ~~outcome~~reverse ~~of this uncertainty~~merger.

~~Inflation~~The Company also incurred a foreign exchange translation adjustment for the period of negative $6 netting a comprehensive loss of $980,106 for the three month period ended December 31, 2011, of which $965,805 is attributable to InterAmrican Gaming. There was no foreign exchange translation adjustment at December 31, 2010.

~~Management~~During ~~does~~the ~~not~~period ~~believe~~from ~~that~~inception ~~inflation~~(January ~~had~~22, 2010) through December 31, 2011, the Company recorded a ~~material~~net ~~adverse~~loss ~~effect~~of on$1,004,188 including a loss of $14,300 attributable to non-controlling interest. The net loss attributable to InterAmerican Gaming for the ~~financial~~period ~~statements~~from inception to December 31, 2011 was $989,888. The Company also incurred a foreign exchange translation adjustment for the ~~periods~~period ~~presented~~from inception to December 31, 2011 of negative $939, netting a comprehensive loss of $1,005,127for the period of which $990,640 is attributable to InterAmerican Gaming.

The net loss per share for the period ended December 31, 2011 was $0.006 compared to $0.000 at December 31, 2010.

Liquidity and Capital Resources

As at December 31, 2011, the Company had total current assets of $26,752 consisting of a related party receivable of $21,087 and an HST receivable of $5,665 compared to current assets of $ 21,267 at September 30, 2011 consisting of an HST receivable of $1,452 and amounts due from related parties of $19,815. The increase in current assets is the result an increase in expenses which resulted in an increase of the receivable for the refund of the tax the Company has paid on its goods and services.

~~Table~~Total liabilities of ~~Contents~~the Company at December 31, 2011 were $332,256 consisting of a bank overdraft of $4,337, accounts payable of $268,352 and due to related parties of $59,567. Total liabilities at September 30, 2011 were $8,642 consisting of $3 in bank overdraft and accounts payable of $8,639.

~~ITEM~~At 3.December ~~QUANTITATIVE~~31, ~~AND~~2011, ~~QUALITATIVE~~the ~~DISCLOSURES~~company ~~ABOUT~~had ~~MARKET~~a ~~RISK~~working capital deficiency of $305,504 and an accumulated deficit of $989,888 compared to working capital of $12,625 and an accumulated deficit of $24,088 at September 30, 2011.

~~ITEM~~Net 4.cash ~~CONTROLS~~flow ~~AND~~from ~~PROCEDURES~~operating activities

From the date of inception (January 22, 2010) to December 31, 2011, the Company used $61,230 in operating activities to fund administrative activities. Of this amount, $44,329 was used during the three month period ended December 31, 2011 and $44 was used in the three month period ended December 31, 2010.

Net cash flow from financing activities

Net cash provided by financing activities for the period from date of inception to December 31, 2011 was $62,199 this was primarily provided by proceeds received from the issuance of shares, proceeds from the purchase of shares that have not yet been issued and a bank overdraft offset by advances to a related party. Of this amount, $44,334 is attributable to the three month period ended December 31, 2011 and $12 is attributed to the three month period ended December 31, 2010.

Satisfaction of Our Cash Obligations for the Next 12 Months

Based on the Company’s current monthly expenses, cash and cash equivalents on hand at December 31, 2011 was not sufficient to meet the anticipated cash requirements for operations, funding our growth plans and repayment of debt obligations. The Company completed private placements in fiscal 2013 and intends to continue to raise additional funds either through issuance of notes payable or the sale of its shares. No assurances can be made that these funds will be available on a timely basis or on terms acceptable to the Company.

Related Party Transactions

Transactions with related parties are incurred in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to between the related parties. The Company’s current and former officers and stockholders have advanced funds on a non-interest bearing basis to the Company for travel related and working capital purposes. The Company has not entered into any agreement on the repayment terms for these advances. As of December 31, 2011, the amounts due to related parties were $59,567 and amounts due from related parties were $21,087. During the three month period ended December 31, 2011, the Company expensed $40,000 as consulting fee payable to three directors of the Company.

During the period the Company settled $127,866 in consulting and director fees owing to related parties with 2,000,000 shares that were issued in May 2012.

Shares to be Issued

At December 31, 2011, the Company has $628,741 in unissued share liability consisting of the following:

	●	The Company settled $457,875 in amounts owing to a related party with 10,000,000 shares at $0.045, shares to be issued;

	●	The Company settled $127,866 in historical consulting fees with related and former related parties with 2,000,000 shares, the shares were issued in May 2012;

	●	The Company settled $3,000 in consultant fees payable to an unrelated party with 500,000 shares, the shares were issued in May 2012;

	●	The Company received $35,000 in cash for the purchase of 1,750,000 common shares at $0.02, the shares were issued in May 2012; and

	●	The Company received $5,000 in cash for the purchase of 166,667 common shares at $0.03, the shares were issued in June 2012.

Share Capital

The Company has authorized capital of 200,000,000 shares of common stock with a par value of $0.00001 of which, 145,668,234 and 1,000,000 shares are issued and outstanding as of December 31, 2011 and September 30, 2011, respectively.

During the three months ended December 31, 2011, the company issued 144,668,234 shares of its common stock. The Company issued no shares during the three months ended December 31, 2010.

The Company has an Incentive Stock Option Plan which was approved at a shareholders meeting held on July 14, 2008. The Company is authorized to issue up to 7,500,000 shares of its common stock under the plan. There were no stock options outstanding as of December 31, 2011.

Off-Balance Sheet Arrangements

We have no off balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of results of operations and financial condition are based upon the consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Management evaluates the estimates on an on-going basis, including those related to bad debts, inventories, investments, customer accounts, intangible assets, income taxes, and contingencies and litigation. Management bases its estimates on historical experience and on various other assumptions that they believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Note 2 of the “Notes to Condensed Consolidated Financial Statements” includes a summary of the significant accounting policies and methods used in the preparation of the financial statements. The following is a brief description of the more significant accounting policies and methods the Company uses.

Development Stage Company

The Company complies with the FASB Accounting Standards Codification (ASC) Topic 915 Development Stage Entities and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage.

Consolidated financial statements

The consolidated financial statements include the accounts of the Company, its three wholly-owned subsidiaries SoFit Mobile Inc., 6584292 Canada, Inc. and InterAmerican Operations, Inc. 6584292 Canada, Inc. and SoFit Mobile Inc. are incorporated under the laws of the Province of Ontario, Canada, 6584292 Canada, Inc is inactive. InterAmerican Gaming, Inc. and InterAmerican Operations, Inc. are incorporated under the laws of Nevada. All inter-company transactions have been eliminated.

Foreign Currency Translation

The Company maintains its books and records in Canadian Dollars and the Company’s consolidated financial statements are converted to U.S. Dollars. The translation method used is the current rate method. Under the current rate method all assets and liabilities are translated at the current rate, stockholders’ equity accounts are translated at historical rates and revenues and expenses are translated at average rates for the reporting period. Due to the fact that items in the financial statements are being translated at different rates according to their nature, a translation adjustment is created. This translation adjustment has been included in Accumulated Other Comprehensive Income (Loss).

The exchange rates used to translate amounts in CAD into USD for the purposes of preparing the consolidated financial statements were as follows:

	December 31, 2011		September 30, 2011
Period-end CAD-USD exchange rate	$	0.9833	$	0.9540
Average Period CAD-USD exchange rate	$	0.9774	$	1.0135

Use of estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates, and such differences could be material.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an initial maturity date of three months or less and money market accounts to be cash equivalents.

Acquisitions and Business Combinations

The Company accounts for acquisitions and business combinations under the purchase method of accounting. The Company includes the results of operations of the acquired business from the acquisition date. Net assets of the companies acquired are recorded at their fair value at the acquisition date. The excess of the purchase price over the fair value of net assets acquired are included in intangible assets and goodwill in the accompanying consolidated balance sheets.

Research and Development Cost

Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognised in the income statement when it is incurred.

Expenditure on development activities, where research findings are applied to a plan or design for the production of new or substantially improved products and processes, is capitalized if the product or process is technically and commercially feasible. The expenditure capitalized includes the cost of materials and direct labor. Other development expenditure is recognized in the income statement as an expense is incurred. Capitalized development expenditure is stated at cost less accumulated amortization and impairment losses.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, HST receivable, due to and due from related parties, bank overdraft and accounts payable approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.

	●	Level 1 inputs: Quoted prices (unadjusted) for identical assets or liabilities in active markets;

	●	Level 2 inputs: Inputs, other than quoted prices included in Level 1 that are observable either directly or indirectly; and

	●	Level 3 inputs: Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.

Recently Issued Accounting Standards

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

Going Concern

The consolidated financial statements included in our filings have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of our company as a going concern. The Company’s ability to continue as a going concern is dependent on the ability to further implement its business plan, raise capital, and generate revenues. Management recognizes that it must generate additional resources and that it must successfully implement its business plan and achieves profitable operations. The Company cannot assure that it will be successful in any of these activities. Should any of these events not occur, its financial condition will be adversely affected.

Fair Value of Financial Instruments

The carrying value of advances to corporations, due to related parties, accounts payable and accrued liabilities approximates fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risk arising from these financial instruments.

Inflation

Although our operations are influenced by general economic conditions, the Company does not believe that inflation had a material effect on our results of operations during our three month period ended December 31, 2011.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls And Procedures

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such 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.

As required by Rule 13a-15(e), our management has carried out an evaluation, with the participation and under the supervision of our Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures, as of ~~June~~December 3031, 2011. Based upon, and as of the date of this evaluation.

Management's Report on Internal Control over Financial Reporting

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

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

The following material weaknesses were identified in the Company’s internal control over financial reporting as of December 31, 2011.

● ~~Provide~~Management ~~reasonable~~is ~~assurance~~aware that there was a lack of accounting competency to assess and record complex transactions. ~~are~~Multiple ~~recorded~~complex asbusiness ~~necessary~~transactions occurred during and subsequent to ~~permit~~the ~~preparation~~period ofended ~~financial~~December ~~statements~~31, in2011 ~~accordance~~and ~~with~~the ~~accounting~~Company ~~principles~~did ~~generally~~not ~~accepted~~formally inassess and document the ~~United~~appropriateness ~~States~~of the accounting treatments. ● Management is aware that there was a lack of ~~America~~accounting discipline. During the period ended December 31, 2011, the Company lacked review and reconciliation in many areas of the accounting function. ● Management is aware that ~~our~~there ~~receipts~~was a lack of completeness of the general ledger. Certain accounts and ~~expenditures~~activities were manually adjusted on the Company’s consolidated statements and are ~~being~~not ~~made~~recorded ~~only~~in this fashion in ~~accordance~~their ~~with~~respective ~~authorizations~~subsidiary’s general ledger. ● Management is aware that there was improper retention of ~~our~~accounting ~~management~~records. The Company did not appropriately retain information and ~~directors;~~documents related to operations of a subsidiary. The Company encountered delays and; difficulties when attempting to obtain audit evidence and performing confirmation procedures for purposes of the September 30, 2011 year end audit.

Management is working to remediate the control deficiencies noted above. Steps such as hiring a permanent Chief Financial Officer and development of accounting policies and procedures with close collaboration with the audit committee is already under way. Further, the Company is in discussions with an external bookkeeping and financial reporting service provider to establish and maintain appropriate retention and accounting records going forward.

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

The following material weaknesses were identified in the Company’s internal control over financial reporting as of June 30, 2011.

● Information and documentation related to operations of the Peru subsidiary were not properly retained by the Company. Additionally, the Company no longer has contact persons in Peru since the cease of operation and therefore is unable ask questions regarding the information previously obtained or request further information.

● Management is aware that there was a lack of accounting competency to assess and record complex transactions. Multiple complex business transactions occurred during and subsequent to the year ended September 30, 2010 and the Company did not formally assess and document the appropriateness of the accounting treatment.

These control deficiencies could result in a misstatement of account balances that would result in a reasonable possibility that a material misstatement to our consolidated financial statements may not be prevented or detected on a timely basis. Accordingly, we have determined that these control deficiencies as described above together constitute a material weakness.

19In light of this material weakness, the Company performed additional analysis and procedures in order to conclude that our consolidated financial statements for the period ended December 31, 2011 included in this Quarterly Report on Form 10-Q were fairly stated in accordance with US GAAP.

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In light of this material weakness, the Company performed additional analysis and procedures in order to conclude that our consolidated financial statements for the period ended June 30, 2011 included in this Report on Form 10-Q were fairly stated in accordance with US GAAP.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

The Company will regularly review its system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new and more efficient systems, consolidating activities, and migrating processes.

During the ~~nine month~~ period ended ~~June~~December 3031, 2011, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to affect materially, our internal control over financial reporting.

2023

~~Table~~PART II Other Information Item 1. Legal Proceedings. On October 21, 2013, SoFit Mobile Inc. (“SoFit”) was served a statement of ~~Contents~~claim for $282,412.04 plus interest and expenses by Xtreme Labs Inc. (“Xtreme”). Xtreme was engaged by SoFit on April 12, 2012 to develop an iOS-based application, an Android-based application, a mobile server and to provide quality assurance, design and product management support. The claim is for debt owed for services rendered by Xtreme to SoFit. The Company is in the midst of assessing the statement of claim and intends on filing a statement of defense. The amount has been accounted for in the normal course within accounts payable. Item 2. Unregistered Sales of Equity Securities And Use Of Proceeds None. Item 3. Defaults Upon Senior Securities. None. Item 4. Submission Of Matters To A Vote Of Security Holders None. Item 5. Other Information None.

~~PART~~Item II6. ~~OTHER~~Exhibits ~~INFORMATION~~And ~~ITEM~~Reports ~~1. LEGAL PROCEEDINGS.~~ On ~~December~~Form ~~18,~~8-K ~~2009, the Company’s wholly owned subsidiary IAG Peru S.A.C. was served a labour claim for $78,750~~ (~~plus expenses~~a) ~~by a former general manager~~Exhibits. ~~The~~Exhibits ~~claim~~included isor ~~for~~incorporated ~~unpaid~~by ~~consulting~~reference ~~fees,~~herein: ~~other~~See ~~stock~~Exhibit ~~based compensation, bonuses, vacation and other employee benefits~~Index. The dispute involves the start date of employment and the Company believes it has fully accrued for the potential loss in the normal course during the year ended September 30, 2009. Amount is recorded in accounts payable on the balance sheet. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION None.

EXHIBIT		DESCRIPTION

3.1(i)(a)		Articles of Incorporation of LMC Capital Corp. (1)

3.2(i)(b)		Certificate of Amendment to Articles of Incorporation of LMC Capital Corp. (1)

3.3(i)(c)		Certificate of Amendment to Articles of Incorporation of LMC Capital Corp. (2)

3.4(ii)		Bylaws of LMC Capital Corp. (2)

31.1		Section 302 Certification of Chief Executive Officer*

31.2		Section 302 Certification of Chief Financial Officer*

32.1		Section 906 Certification of Chief Executive Officer*

32.2		Section 906 Certification of Chief Financial Officer*

~~Table~~(1) Incorporated ofby ~~Contents~~reference to the Company’s Form 10-SB, filed with the U.S. Securities and Exchange Commission on September 28, 2000.

~~ITEM~~(2) Incorporated 6.by ~~EXHIBITS~~reference ~~AND~~to ~~REPORTS~~the ONCompany’s ~~FORM~~Form 810-KQSB, ~~(a)~~filed ~~Exhibits.~~with ~~Exhibits~~the ~~included~~U.S. orSecurities ~~incorporated~~and byExchange ~~reference~~Commission ~~herein:~~on ~~See~~November ~~Exhibit~~7, ~~Index~~2000. ~~EXHIBIT INDEX~~

Number		Exhibit Description
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3 of the Registration Statement on Form 10-SB filed on September 28, 2000).
3.2		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 2 of the Form 10-SB filed on September 28, 2000).
3.3		Certificate of Amendment to Articles of Incorporation dated October 13, 2000. (incorporated by reference to Exhibit 3.3 of the Form 10-QSB filed on September 28, 2000)
3.4		ByLaws (incorporated by reference to Exhibit 3.3 of the Form 10-QSB filed on November 7, 2001)
31.1		Section 302 Certification of Chief Executive Officer *
31.2		Section 302 Certification of Chief Financial Officer *
32.1		Section 906 Certification of Chief Executive Officer *
32.2		Section 906 Certification of Chief Financial Officer *

__________

* Filed herein.

(b) Reports on ~~Form~~ 8-K: None.

~~None~~24

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

INTERAMERICAN GAMING, INC

Dated: November ~~March 15~~7, 2013


/s/ Marc Askenasi			/s/ J. Graham Simmonds
Name: Marc Askenasi			Name: J. Graham Simmonds
Title: Chief Executive Officer			Title: Interim Chief Financial Officer

Filing Compare · InterAmerican Gaming, Inc.