UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Lake Play, Inc.

(Name of small business issuer in its charter)

North Carolina		7999		46-0818320
(State or other Employer jurisdiction of Identification incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Number)

2710 Oxborough Drive

Matthews, NC 28105

704-708-9284 Telephone

(Address and telephone number of registrant's principal executive offices and principal place of business)

Marion F. Palmer

Manager

2710 Oxborough Drive

Matthews, NC 28105

704-708-9284 Telephone

(Name, address, and telephone number of agent for service)

Please send a copy of all correspondence to:

Jillian Ivey Sidoti, Esq

PHONE 323-799-1342

jillian@jilliansidoti.com

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. o

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

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

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

Large accelerated filer	o	Accelerated Filer	o
Non-accelerated filer	o	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee (2)

Common Stock already issued, par value $.0001		10,597,572	$	0.05	$	529,880	$	60.72
Total		10,597,572	$	0.05	$	529,880	$	60.72

_____

(1) Registration fee has been paid via Fedwire.

(2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

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

Under the application of Rule 405 of Regulation C, we are considered to be a shell company as we:

	•	Have nominal operations at this time

	•	Have nominal assets

SUBJECT TO COMPLETION, DATED SEPTEMBER 14 , 2012

_____________________

PRELIMINARY PROSPECTUS

Lake Play, Inc.

10,597,572 Shares of Common Stock

Price per share: $0.05

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account. There is no present public trading market for the Company's Common Stock and the price at which the Shares are being offered bears no relationship to conventional criteria such as book value or earnings per share. The Company has determined the offering price based, primarily, on its projected operating results. There can be no assurance that the offering price bears any relation to the current fair market value of the Common Stock. We intend on using all of our cash resources of approximately $10,935 for the next 12 months to 1.) provide for the listing requirements, including payments for DTC eligibility and for our transfer agent and 2.) continued development of our business plan. We have already sent payment to an expert to assist us with DTC eligibility. The Company will not receive any proceeds from the sale of these shares.

Our independent registered public accounting firm included an explanatory paragraph in the report on our 2012 financial statements related to the uncertainty in our ability to continue as a going concern.

The sales price to the public is fixed at $0.05 per share until such time as the shares of common stock become traded on the Over The Counter Bulletin Board or some exchange. We intend to contact an authorized OTCBB market maker for sponsorship of our securities on the OTCBB, upon effectiveness of this registration statement. However, there is no guarantee our common stock will be accepted for quotation on the OTC Bulletin Board. If our common stock becomes quoted on the Over the Counter Bulletin Board, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale.

The purchase of our shares involves substantial risk. See “risk factors” beginning on page 5 for a discussion of risks to consider before purchasing our common stock.

You should rely only on the information contained in this prospectus. We have not, and the Selling Stockholders have not, authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL OUR SHARES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL OUR SHARES, AND IT IS NOT SOLICITING AN OFFER TO BUY OUR SHARES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED SEPTEMBER 14, 2012

Table of Contents

Prospectus Summary			1
Summary Financial Data			4
Risk Factors			5
Use of Proceeds			8
Dilution			8
Selling Security Holders			8
Plan of Distribution and Terms of the Offering			10
Legal Proceedings			12
Director, Executive Officers, Promoters and Control Persons			12
Security Ownership of Certain Beneficial Owners and Management			12
Description of Securities			13
Interest of Named Experts and Counsel			14
Disclosure of Commission Position on Indemnification for Securities Act Liabilities			15
Description of Business			15
Reports to Stockholders			22
Management’s Discussion and Analysis			23
Facilities			24
Certain Relationships and Related Party Transactions			25
Market for Common Equity and Related Stockholders Matters			25
Dividends			25
Executive Compensation			26
Reports to Security Holders			27
Index to Financial Statements			F-1
Report of Independent Certified Public Accountant			F-2
Balance Sheets			F-3
Statements of Operations			F-4
Statements of Changes in Stockholders’ Equity			F-5
Statements of Cash Flows			F-6
Notes to Financial Statements			F-7

Prospectus Summary

This summary contains basic information about us and the offering. Because it is a summary, it does not contain all the information that you should consider before investing. You should read the entire prospectus carefully, including the risk factors and our financial statements and the related notes to those statements included in this prospectus. Except as otherwise required by the context, references in this prospectus to “we,” “our,” “us,” and “Lake Play,” refer to Lake Play, Inc.

Lake Play, Inc. is a development stage company incorporated in the State of North Carolina in August of 2012.

Lake Play’s address and phone number is:

Lake Play, Inc.

2710 Oxborough Drive

Matthews, NC 28105

704-708-9284 Telephone

Operating History

Lake Play, Inc. is a recently incorporated development stage company with no operating results to date other than organizational activities. The purpose of the company is to offer houseboat rentals on Lake Norman in Lake Norman in Charlotte, North Carolina. To date, operations have been on an extremely limited basis.

Company Assets

Lake Play’s principal assets (“Assets”) consisted of cash totaling $10,935 as of August 31, 2012.

Company Cash Flow

The Company has cash assets derived from a private placement of its stock. For the period from its inception through the period ending August 31, 2012 the Company had Gross Revenues of $0. From inception to the period ending August 31, 2012, the Company had Total Operating Expenses of $0, Net Profit of $0, Total Current Assets of $10,935, Total Assets of $10,935, Total Current Liabilities of $0, and Total Stockholders’ Equity (Deficit) of $10,935.

Future Assets and Growth

Over the next year, we hope to find favorable land on Lake Norman to rent on which we will place our marina and facilities and establish relationships with owners of eight houseboats located in Lake Norman who have an interest in renting them out and having us facilitate such rentals. From this point we will begin operations and hope to see a steady increase of revenues over the next three years. Maintaining a 50% retention rate from year two to year three will be paramount to meeting this goal as we grow.

The Company has yet to develop a website or marketing presence, but over the next year we will continue to develop our marketing strategy and web presence. We hope to position ourselves uniquely in the marketplace, by targeting families with young children and young couples at the lower end of the market in terms of income. Our marketing will focus on facilitating fun activities such as waterskiing, fishing, hiking, camping, and swimming. The Company had a Net Profit of $0 for the period from inception to August 31 2012 and anticipates it will operate at a deficit for its next fiscal year and may expend most of its available capital. The Company’s cash on hand is, primarily, budgeted to cover the anticipated operating costs for the development of our marketing plan and legal, accounting, and Transfer Agent services. We believe the Company will have sufficient capital to operate its businesses over the next twelve months. There can be no assurances, however, that actual expenses incurred will not materially exceed our estimates or that cash flows from existing assets will be adequate to maintain our businesses.

We will look to provide a relatively less expensive option for families with young children and young couples interested in renting small, private, houseboats. The Company may lose money in its first, full year of operation and it shall require raising additional capital to develop its services.

The Company currently has one manager, Marion Palmer, and no employees.

Terms of the Offering

We will not receive any of the proceeds from the resale of these shares. The offering price of $0.05 was determined by the price shares were sold to our shareholders in a private placement memorandum plus an increase based on the fact the shares will be liquid and registered. $0.05 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board or another Exchange, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis and Results of Operations” and the Financial Statements and Notes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from inception March 30, 2011 through March 31, 2012 and for the period ended June 30, 2012 are derived from our audited and unaudited financial statements, respectively.

	At August 31, 2012

TOTAL ASSETS		10,935

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES

Current Liabilities		0

TOTAL LIABILITIES		0

TOTAL STOCKHOLDERS’ EQUITY		10,935

TOTOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		10,935

	For the period August 27, 2012 (inception) through August 31, 2012

Net Costs	$	0

Net loss		0

Earnings per share of common stock – Basic		0

EXEMPTIONS UNDER JUMPSTART OUR BUSINESS STARTUPS ACT

We are an emerging growth company. An emerging growth company is one that had total annual gross revenues of less than $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) during its most recently completed fiscal year. We would lose our emerging growth status if we were to exceed $1,000,000,000 in gross revenues. We are not sure this will ever take place.

Because we are an emerging growth company, we have the exemption from Section 404(b) of Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934. Under Section 404(b), we are now exempt from the internal control assessment required by subsection (a), that requires each registered public accounting firm that prepares or issues the audit report for the issuer shall attest to, and report on, the assessment made by the management of the issuer. We are also will not be required to receive a separate resolution regarding either executive compensation or for any golden parachutes for our executives so long as we continue to operate as a emerging growth company.

We hereby elect to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1).

RISK FACTORS

Investors in Lake Play should be particularly aware of the inherent risks associated with our business. As of the date of this filing our management is aware of the following material risks. Prospective investors should be aware that the company has not yet developed its website or any products and that substantial development work will be required to develop them.

We are significantly dependent on our primary officer and director, who has limited experience. The loss or unavailability to Lake Play of Mrs. Palmer’s services would have an adverse effect on our business, operations and prospects in that we may not be able to obtain new management under the same financial arrangements, which could result in a loss of your investment.

Our business plan is significantly dependent upon the abilities and continued participation of Marion Palmer, our Chief Executive officer and director. It would be difficult to replace Mrs. Palmer at such an early stage of development of Lake Play. The loss by or unavailability to Lake Play of Mrs. Palmer’s services would have an adverse effect on our business, operations and prospects, in that our inability to replace Mrs. Palmer could result in the loss of one’s investment. There can be no assurance that we would be able to locate or employ personnel to replace Mrs. Palmer, should her services be discontinued. In the event that we are unable to locate or employ personnel to replace Mrs. Palmer we would be required to cease pursuing our business opportunity, which would result in a loss of your investment.

Mrs. Palmer has limited experience in framing a houseboat vacation rental company. The lack of experience in framing a housebout vacation rental business could limit or eliminate your return on investment.

As a result of our reliance on Mrs. Palmer and her lack of experience in developing a houseboat vacation rental company, our investors are at risk in losing their entire investment. Mrs. Palmer intends to hire personnel in the future, when sufficiently capitalized, who may have the experience required to manage our company, such management is not anticipated until the occurrence of future financing. Since this offering will not sufficiently capitalize our company, future offerings will be necessary to satisfy capital needs. Until such future offering occurs, and until such management is in place, we are reliant upon Mrs. Palmer to make the appropriate management decisions.

Mrs. Palmer is involved with other businesses and there can be no assurance that she will continue to provide services to us. Mrs. Palmer’s limited time devotion of less than 20 hours per month to Lake Play could have the effect on our operations of preventing us from being a successful business operation, which ultimately could cause a loss of your investment.

As compared to many other public companies, we do not have the depth of managerial or technical personnel. Mrs. Palmer is currently involved in other businesses, which have not, and are not expected in the future to interfere with Mrs. Palmer’s ability to work on behalf of our company. Mrs. Palmer may in the future be involved with other businesses and there can be no assurance that she will continue to provide services to us. Mrs. Palmer will devote only a portion, less than 20 hours per month, of her time to our activities. As our Chief Executive officer and director, decisions are made at her sole discretion and not as a result of compromise or vote by members of a board. Although Mrs. Palmer faces time devotion conflicts, none of any of Mrs. Palmer’s other businesses present conflicts of interests with the Company and Mrs. Palmer will not be faced with choosing to allocate business opportunities between the Company and Mrs. Palmer’s other companies.

Because of market pressures from competitors with more resources, we may fail to implement our business model profitably.

We hope that the focus on our niche – young families with children and young couples that will look for lower prices in this marketplace rather than a greater amount of amenities - will set us apart from competition. However, most of our competitors will have more resources at their disposal as they will be better established in the marketplace. Our ability to compete depends on many factors beyond our control, including appealing to our target demographic by offering competitive prices relative to the marketplace.

We are dependent on the popularity of houseboat vacations on Lake Norman.

Our ability to generate revenue and be successful in implementation of our business plan is dependent on the appeal of renting a houseboat on Lake Norman in North Carolina as opposed to other vacation destinations and lodging options.

Inadequate Financial Projections

We are not providing any financial projections as to the results of operations of the Company.

Financial Projections Require Caution

If any financial projections are provided by Lake Play, they are for discussion purposes only and based on an analysis performed by Lake Play. Although we believe that the analysis and underlying assumptions contained in any financial projections are well founded, there can be no assurances that the analysis or the financial projections are accurate. Additionally, if the assumptions and conclusions contained in financial projections are incorrect or mistaken for any reason, then the ability of Lake Play to realize its projections or to achieve profitable operations will be adversely affected. Any financial projections were prepared by us assuming a most-likely case scenario in the marketplace for Lake Play. Projections are not guarantees of future financial performance, nor should they be understood as such.

We will require additional financing in order to implement our business plan. In the event we are unable to acquire additional financing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of your investment.

Due to our start-up nature, we will have to incur the costs of marketing, staffing, development of our website, and hard assets. We intend to generate revenue from renting house boats. To fully implement our business plan we will require substantial additional funding.

Following this offering we will need to raise additional funds to expand our operations. We plan to raise additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations. Adequate funds for this purpose on terms favorable to us may not be available, and if available, on terms significantly more adverse to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan, and our stockholders will lose part or all of their investment.

There is no current public market for our common stock; therefore you may be unable to sell your securities at any time, for any reason, and at any price, resulting in a loss of your investment.

As of the date of this prospectus, there is no public market for our common stock. Although we plan, in the future, to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities on the Over-the-Counter Bulletin Board, there can be no assurance that our attempts to do so will be successful. Furthermore, if our securities are not quoted on the OTC Bulletin Board, or elsewhere, there can be no assurance that a market will develop for the common stock or that a market in the common stock will be maintained. As a result of the foregoing, investors may be unable to liquidate their investment for any reason. We have not originated contact with a market maker at this time, and do not plan on doing so until completion of this offering.

Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

	•	Deliver to the customer, and obtain a written receipt for, a disclosure document;

	•	Disclose certain price information about the stock;

	•	Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

	•	Send monthly statements to customers with market and price information about the penny stock; and

	•	In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

Until our common stock is registered under the Exchange Act, we will not be a fully reporting company.

We are not yet a registered company and will not be so until this S-1 is effective. Until then we will only be subject to the reporting requirements imposed by Section 15(d) of the Exchange Act which state that we will be required to file supplementary and periodic information, documents, and reports as may be required pursuant to section 13 in respect of a security registered pursuant to section 12. As long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules. In addition, so long as our common stock is not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common stock will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5 respectively. Such information about our directors, executive officers, and beneficial holders will only be available through this (and any subsequent) registration statement, and periodic reports we file thereafter. Furthermore, so long as our common stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations.

We may be considered a shell company under Rule 405 of Regulation C as we have nominal assets and nominal operations.

We only have cash as assets as of the date of this registration statement and have not yet developed our website. Thus our operations may be considered “nominal.” Because of this, Rule 144(i)(1) prohibits the use of the rule for sales of restricted stock and stock held by affiliates into the public market if the issuing company is now or ever has been a “shell company”, unless the requirements of Rule 144(i)(2) are satisfied.

We are not raising any money in this offering and thus may be in worse financial condition once we are effective.

Unless we are able to obtain a loan or find additional financing, we may be in worse financial condition than our current condition. We are obligated to pay approximately $10,000 in offering expenses and thus, may carry this amount as a liability at the conclusion of this offering.

We are a seasonal company and most likely will experience great fluctuations in cash flow throughout the year.

Our business will mostly be the most popular in the months of May, June, July, and August. It is expected our peak season will be between Memorial Day Weekend and Labor Day Weekend. During the rest of the year, we may not receive many reservations and thus, we may not generate any substantial revenues at that time. Subscribers should be aware that we must carefully plan our cash activities to compensate for times when we may not have significant cash inflows.

Economic conditions will highly influence our success.

The United States is currently in an economic recession and there is no foreseeable end to it. Since the country is in a recession, less and less of the population is indulging in extracurricular activities such as vacationing and house boating. We are also dependent on the economy of the state of North Carolina as that is where we will primarily concentrate our business. Therefore, it is foreseeable that we could fail as a function of the economy.

Government regulation and other legal uncertainties may adversely affect our business.

The Company is subject to government regulation, other than laws and regulations applicable to businesses generally. The Company is subject to various intellectual property and licensing laws. We will most likely be subject to certain boating laws and other laws related to boating and licensing related to running a houseboat rental business, including applicable lodging laws.

USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders

SELLING SECURITY HOLDERS

The shares being offered for resale by the selling stockholders consist of the 10,597,572 shares of our common stock of which 997,501 shares are held by 35 shareholders of our common stock which sold in our Regulation D offering completed on September 5, 2012. The remaining 9,600,071 were exchanged for services provided to the company including management, development of our business plan, set up and research of the marketplace, and legal services to various insiders, consultants, family members, and our officer.

The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of September 14, 2012 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

The table below assumes the sale of the 10,597,572 shares offered in this prospectus at an assumed initial public offering price of $.05 per share and before any deduction of estimated offering expenses. The 10,597,572 shares held by current stockholders being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders will not be obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

Lake Play Shareholder	Shares of Common Stock Owned Prior to Offering		Shares of Common Stock Owned After Offering
Amanda Duckworth		28,500		0
Andrew R Mullican		28,500		0
Brittany Neely		28,500		0
David Temple		28,500		0
Dayna Critz (1)		28,500		0
Dianne Keller (2)		28,500		0
E Carl Barthelson		28,500		0
Edward A Reule		28,500		0
Forrest Garvin (3)		28,500		0
G9 Holdings LLC (4)		264,973		0
George Critz (1)		28,500		0
GW Grace LLC (5)		264,974		0
Hope L Barthelson		28,500		0
J Stephen Keller (2)		28,500		0
Jacob C Keller, Sr		28,500		0
James D Neely, Jr		28,500		0
James D Neely, Sr		28,500		0
Joan Beaulieu		28,500		0
Kelly H Young		28,500		0
Kotaya Griffith		28,500		0
Leigh Ann Neely		28,500		0
Marion Palmer (6)		211,950		0
Matthew Johnson		28,500		0
Max Bennett		28,500		0
Medallion Construction Group LLC (7)		4,239,000		0
Michael Olsson		28,500		0
Michaela W Conner		28,500		0
Pamela A Mullican		28,500		0
Patricia A Duckworth		28,500		0
Reid D Smith		28,500		0
Richard Beaulieu		28,500		0
Sandra S Smith		28,500		0
Sara Duckworth		28,500		0
Strategic Financial Services (8)		4,239,000		0
Teresa Garvin (3)		28,500		0
Teresa Viso-Olsson		28,500		0
Thomas D Young		28,500		0
Tim H Helms		28,500		0
Whitney Johnson		28,500		0
William S Conner		28,500		0
Winchester Investments, LLC (9)		380,175		0

(1)	These shareholders are married and thus beneficially own each other’s shares.

(2)	These shareholders are married and thus beneficially own each other’s shares.

(3)	These shareholders are married and thus beneficially own each other’s shares.

(4)	Teresa Garvin is the Manager of G9 Holdings, LLC

(5)	Forrest Garvin is the Manager of GW Grace, LLC

(6)	Marion Palmer is our Chief Executive Officer and Director

(7)	James Duckworth is the Manager of Medallion Construction Group, LLC

(8)	Waterview Family Conservation Irrevocable Trust is the Manager of Strategic Financial Services

(9)	Dave Utley is the Manager of Winchester Investments, LLC

PLAN OF DISTRIBUTION

The selling security holders may sell some or all of their shares at a fixed price of $0.05 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTCBB, shareholders may sell their shares in private transactions to other individuals. We plan, in the future, to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities on the Over-the-Counter Bulletin Board, there can be no assurance that our attempts to do so will be successful. Furthermore, if our securities are not quoted on the OTC Bulletin Board, or elsewhere, there can be no assurance that a market will develop for the common stock or that a market in the common stock will be maintained. As a result of the foregoing, investors may be unable to liquidate their investment for any reason. We have not originated contact with a market maker at this time, and do not plan on doing so until completion of this offering.

Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over the Counter Bulletin Board (OTCBB) when this Registration Statement is declared effective by the SEC. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved. However, sales by a selling security holder must be made at the fixed price of $0.05 until a market develops for the stock. In the event we are successful in our attempts to have a market maker quote our stock on the OTCBB, we will need to comply with ongoing reporting requirements in order to ensure that the market maker will continue to quote our stock.

The Selling Stockholder and intermediaries through whom such securities are sold may be deemed "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in which event profits, discounts or commissions received by such persons may be deemed to be underwriting commissions under the Securities Act.

All expenses of the registration of securities covered by this Prospectus are to be borne by the Company, except that the Selling Stockholder will pay any applicable underwriters' commissions, fees, discounts or concessions or any other compensation due any underwriter, broker or dealer and expenses or transfer taxes.

Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be effected in one or more of the following methods:

	•	ordinary brokers transactions, which may include long or short sales,

	•	transactions involving cross or block trades on any securities or market where our common stock is trading, market where our common stock is trading,

	•	through direct sales to purchasers or sales effected through agents,

	•	through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or

	•	any combination of the foregoing.

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales are permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $10,000.

LEGAL PROCEEDINGS

We may from time to time be involved in routine legal matters incidental to our business; however, at this point in time we are currently not involved in any litigation, nor are we aware of any threatened or impending litigation.

DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The members of our Board of Directors serve, without compensation, until the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the Board of Directors. Information as to the director and executive officer is as follows:

Name	Age	Title

Marion F. Palmer	55	Chief Executive Officer, Director

Duties, Responsibilities and Experience

Marion F. Palmer – CEO and Director

Marion Palmer is a seasoned business professional with over 30 years finance, accounting and tax experience. She has held positions with large financial organizations in accounting and finance, as well as positions with several small businesses as financial manager and controller. Her financial knowledge and expertise includes the investments business, oil and gas, small business accounting, software development and data security. In addition to her work experience, she also owned a small tax preparation business. She is married with 3 grown children and five grandchildren. She holds a degree in accounting, and enjoys travel, camping and outdoor activities with her family.

Mrs. Palmer is the promoter of the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of the date of this prospectus, and as adjusted giving effect to the sale of 10,597,572 shares of common stock in this offering, relating to the beneficial ownership of our common stock by those persons known to us to beneficially own more than 5% of our capital stock, by our director and executive officer, and by all of our directors, proposed directors and executive officers as a group.

Name of Beneficial Owner(1)	Number Of Shares		Percent Before Offering			Percent After Offering
Medallion Construction Group, LLC		4,239,000		40	%		0	%
Strategic Financial Services		4,239,000		40	%		0	%
Marion Palmer, CEO, and Treasurer		211,950		2	%		0	%
All Directors, Officers and Principal Stockholders as a Group		8,689,950		82	%		0	%

_____________

1.)	The address of each shareholder is care of Lake Play, Inc., 2710 Oxborough Drive, Matthews, NC 28105, unless otherwise stated.

“Beneficial ownership” means the sole or shared power to vote or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days from the date of this prospectus.

DESCRIPTION OF SECURITIES TO BE REGISTERED.

General

Our authorized capital stock consists of 10,000,000 shares of preferred stock, $0.0001 par value per share of preferred stock; and 100,000,000 shares of common stock, $0.0001 par value per share of common stock. Currently, we have 10,597,572 common shares issued and outstanding. We do not have any holding period requirements for our common stock.

The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.

We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the state of North Carolina for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Preferred Stock

We are authorized to issue up to 10,000,000 shares of Preferred Stock, $.0001 par value per share of preferred stock. Currently we have 0 preferred shares issued and outstanding.

Dividends

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

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no options to purchase our securities outstanding.

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board, maintained by FINRA, upon the effectiveness of the registration statement of which this prospectus forms a part.

There are several requirements for listing our shares on the Over the Counter Bulletin Board, including:

* we must make filings pursuant to Sections 13 and 15(d) of the Securities Exchange Act of 1934;

* we must remain current in our filings;

* we must find a member of FINRA to file a form 211 on our behalf. The information contained within form 211 includes comprehensive data about our company and our shares. Form 211 and our prospectus are filed with FINRA so that they can determine if there is sufficient publicly available information about us and whether our shares should be listed for trading.

We can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Penny Stock Reform Act of 1990

The Securities Enforcement and Penny Stock Reform Act of 1990 require additional disclosure for trades in any stock defined as a penny stock. The Securities and Exchange Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to exceptions. Under this rule, broker/dealers who recommend these securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to a transaction before sale. Our shares will probably be subject to the Penny Stock Reform Act, thus potentially decreasing the ability to easily transfer our shares.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements included in this prospectus and the registration statement have been audited by Stan J.H. Lee, CPA to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Jillian Ivey Sidoti will be paid $5,000 for services rendered relating to this S-1 registration statement.

DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

No director of Lake Play will have personal liability to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director involving any act or omission of any such director since provisions have been made in our Articles of Incorporation limiting such liability.

DESCRIPTION OF BUSINESS

Lake Play (“we” or “us”) is a development stage company incorporated in the State of North Carolina on August 13, 2012 and is located in Charlotte, NC.

Business of Issuer

Lake Play, Inc. intends to create a competitive business model for vacation houseboat rental on Lake Norman in Charlotte, NC. Rather than purchasing houseboats, the business will offer rentals to families and young couples of small (up to 6 persons) houseboats on loan from existing owners. The business will offer vacationers other services to compete with luxury vacation houseboat companies and moorage and revenue sharing for existing owners. The business must acquire loans to launch.

Lake Play, Inc. intends to offer competitively priced vacation houseboat rentals oriented for families and couples to enjoy Lake Norman, North Carolina. The business will seek to offer families and couples the balance of relaxation and excitement they seek by providing options for activities to suit both individuals and groups.

Lake Play, Inc. intends to launch its business with three vacation houseboats. Over the first three years, Lake Play, Inc. has the following objectives:

• Rent land for marina and marina facilities

• Create a pool of eight houseboats from current owners interested in renting them out

• Steadily increase revenues each year

• Achieve a 50% retention rate of customers from year 2 to year 3

In order to achieve the above goals, we recognize the following keys to success in the vacation houseboat business include:

1. Impeccable upkeep of the rental boats to maintain the luxury of the accommodations

2. A wide variety of activities and services to promote and suggest to families

3. Seasonal pricing to encourage year-round utilization of the boats

Milestones

The milestones table illustrates the key marketing activities around the launch of the business. Before the business officially opens in January 2013, we intend to begin the marketing campaign with the development of the website, brochure, and print ads. Internet advertising, direct mail, and the running of those print ads will occur after January 2013.

Table: Milestones

October 2012 – start development of the website and onsite reservation system.

November 2012 – plan marketing campaign find and development strategic alliances with partners where mutual promotion can take place

December 2012 – Secure additional financing to start build out on marina and purchase equipment

January 2013 – begin marina buildout if weather permits; begin marketing campaign.

February 2013 – Purchase needed equipment and office setup if marina has been completed

Build Out Marina and Purchase EquipmentMarch 2013 – hire and train personnel if financing permits for the summer season.

April 2013 – maiden voyage and official rental season begins

May 2013 – August 2013 – operate first fully operation year of business. Evaluate expansion opportunities or determine if additional boat purchases make sense depending on demand on Lake Norman.

September 2013- commence expansion if demand and financing permits.

Competition

The vacation houseboat industry is an asset-intensive business for some players who must purchase expensive houseboats and set up marinas to serve them. However, small players can enter the market with just one boat or by managing the rentals for existing owners. With reduced barriers to entry, an opportunity exists for boat rentals at the low end of the market.

When choosing a vacation houseboat, vacationers look at the following:

•

Location: Most vacationers will choose the geographic area they intend to visit first and then look at the houseboat rental companies available there. They will generally not be swayed to a different geographic area based on the company.

•

Availability and promotion of appropriate activities: Families and couples are all looking for rental companies which make activities easy to find and take part in, either by providing them directly or providing resources and help to access those activities.

•

Boat amenities: For customers at the high end of the market, luxurious accommodations and creature comforts on the boats are extremely important. For those new to the market, "roughing it" somewhat is more important. It is the latter group, which Lake Play, Inc. will focus on.

•

Price: For customers at the lower end of the market, price is more important than amenities. For most groups, houseboat rentals can be much less expensive than hotel accommodations for the same sized group. Like cruise tickets, houseboat rentals can offer some luxury at prices which most vacationing Americans find reasonable, assuming they can assemble a group of enough passengers for the boat.

Service Business Analysis

The vacation houseboat rental industry is comprised of hundreds of independent businesses in the United States, as well as owners of individual boats who rent out their boat for weeks without meeting the state requirements for commercial vehicles. Legal vacation houseboat businesses include those which own their own boats and those which create networks of independent owners and rent out those boats when they are not reserved for their owner's use. These boats are checked to meet the state's safety requirements and carry proper insurance to cover their use.

Research and Markets writes that "the majority of bookings are done the old-fashioned way, at a time when nearly $100 billion in leisure travel will be booked online in 2012. Many property managers have yet to leverage the emerging business models, technologies and services that are spurring change." That is to say that Web services and bookings are still not prevalent in the industry. Most rentals are made over the phone, even if the customer first learns about the business on the Internet.

Competitors in the Lake Norman region of North Carolina include:

Lakenormanboatrentals.com: We have been providing customers on Lake Norman with one of the finest boat rental experiences available and now we have added jet ski rentals on Lake Norman.

Westport Marina: with full-service dry storage for 600+ boats up to 32 feet, we are one of the largest fresh water marinas and boat rentals in North Carolina.

Aquaventure Watercraft Rentals and Boat Club: offers the absolute finest boats for rent anywhere on beautiful Lake Norman, North Carolina. Whether you're seeking heart pounding acceleration on one of our jet skis, extreme watersports behind one of our Chaparral ski boats, or a leisurely afternoon on one of our ultra-luxurious pontoons, we have you covered.

Lake Play, Inc. has a competitive edge in the water vacation arena as our director is an active water person, who can bring the experience of exciting water activities to the vacation houseboat business. This will be manifested in the marketing, sales experience, and operations of the business. The effect of this edge will be a high customer retention rate. Customers who think of the houseboat as "their" house on Lake Norman will return to Lake Norman, allowing marketing and sales efforts to be reduced due to the lower expense of keeping an existing customer than finding new ones. This will build the customer retention rate to 50% from the second to third full years of operation

Services

The standard Lake Play, Inc. houseboat may vary in its amenities, as it will be used under contract from an owner and not purchased new. The type of houseboat sought out will include the following features:

• Sleeps a total of 6, with at least one private room

• 1 full bathroom

• Fully equipped kitchen (refrigerator, freezer, range/oven, etc.)

• Central air and heat

• Gas barbecue

• Generator

The Lake Play, Inc. marina will offer:

1. Ski boats

2. Gas and ice (through existing marina facilities)

3. Small convenience store within the office facility (sells bait and tackle, other basic items)

4. Moorage and courtesy docks

5. Launch ramp

Basic rental rates will depend on the specifications of a specific boat and the season:

Summer Season (June 1 - August 31)

• Weekly - $1650

• 4 Days - $1400

• 3 Days - $1200

Spring/Fall Seasons (May and September)

• Weekly - $1400

• 4 Days - $1200

• 3 Days - $1000

Off Season (October 1 to April 30)

• Weekly - $1100

• 4 Days - $650

• 3 Days - $600

Seasonal rates are based on peak usage times at Lake Norman, North Carolina. Prices are competitive with other small houseboat rentals on Lake Norman.

Services for houseboat owners include:

•

Renting out the boat when it is not in use by the owner to create an additional revenue stream

•

Providing basic maintenance and upkeep of the boat (basic standards must be met by the houseboat owner)

•

Providing insurance and proper licensing to rent out the boat legally and limit the owner's liability

•

Scheduling commercial vehicle inspections as required by the state

•

Providing moorage for the boats

Market Analysis

The U.S. vacation houseboat market includes vacationers who are both local and from afar, including other countries. Renters are interested in rental periods of up to a week and use the houseboat to travel within inland lakes for activities both on the boat and in the surrounding area.

The market is primarily segmented by age and family status, as these different groups have different preferences when looking at vacation houseboats. These groups are broken into younger couples, older couples, and families. Single individuals are generally not interested in renting houseboats. The most economical houseboat rentals sleep 14 to 18 or more individuals and are rented by 2, 3, or 4 families at a time (or up to 9 pairs of couples). Generally, these families organize themselves into groups and plan vacations together, although some services assist with matching groups to share rentals.

The market discussed is based on vacationers to North Carolina. However, vacationers who do not travel to North Carolina or consider houseboats an option can be converted through exposure to Lake Play, Inc.'s marketing and collective marketing for the industry. The estimated growth rates given show this expected growth in North Carolina vacationers over the next few years. Due to an aging population, the market for older couples is expected to grow faster than other segments.

Market Segmentation

The key market segments for houseboat rentals are described more fully below:

Young Couples: Aged 21 to 39, young couples without children look for romantic getaways as well as high-energy activities (ski boats, hiking, diving, etc.). While some may be wealthy enough to rent a luxurious houseboat with all the extras, many have to stretch to rent a basic houseboat. It is more difficult for these young couples to put together a group large enough to afford a large houseboat, but they may be able to use smaller houseboats with fewer amenities.

Older Couples: Aged 40 and up, although some within this age bracket will still be very active and self-identify with young couples, older couples without children look for romance and relaxation. They seek quieter activities such as fishing, light hiking, etc. Some cannot use a boat that requires a great deal of physical exertion to operate.

Families: Couples or individuals with children. They require a mix of relaxation for parents and high-energy activities for children. They may also require creature comforts for the children, such as entertainment centers, which couples can do without on a vacation. Sometimes a few large families band together to rent a large houseboat. Other families are less inclined to do this and more interested in being alone with their nuclear unit

Target Market Segment Strategy

Lake Play, Inc. will focus specifically on families with children and young couples at the lower end of the market. With each boat sleeping up to 6, a couple or family will be very comfortable on these boats. By avoiding the market for older couples, there is more leeway as to the type of boat that can be rented and marketing can be more focused. Also, by offering only houseboats on the smaller side (compared to those that sleep 14 to 18) the business can better stand out among the options for houseboat rentals on Lake Norman. Offering lower price rentals without luxurious accommodations means that costs can be limited as well.

Marketing Strategy

Marketing for Lake Play, Inc. will focus in on the target markets of families and young couples. Materials will show families and couples having fun together, both together and in separate activities (waterskiing, fishing, slides, hiking, camping, swimming, using the spa, etc). Upon the launch, images will be provided by the manufacturers of the houseboats and other sources, as they will not yet be photos of actual customers using Lake Play, Inc.

Marketing will include:

•

Local advertising in North Carolina vacation and travel magazines

•

Website creation and promotion (see Web plan)

•

Direct mail to travel agents across the U.S. and North Carolina tourism

•

Partnerships with travel agents. These will be sought over time, not expected until year 3 or later

The marketing to vacationers will also be seen by owners, alerting them to this opportunity to rent out their boats.

Strategy and Implementation Summary

The basic strategy for Lake Play, Inc. is to target families and young couples interested in small, private houseboats on the inexpensive side for Lake Norman. The business will offer additional activities and recommendations, but will be perfect for vacationers who can do without some creature comforts as they enjoy Lake Norman.

Key elements of the strategy implementation include:

Website advertising

Awareness of and relationships with travel agents who will be offered discounted rates to bundle with packages for their clients

Reaching houseboat owners whose houseboats are not in use 90% of the time.

Lake Play, Inc. plans to invest in the establishment of an office/small store near an existing marina (for light renovations, adding signage, office equipment and furniture, setting up Internet and phone, shelves and displays) and for the purchase of three ski boats ($5,000 each). The marina where Lake Play, Inc. will set up will have docking space for 3 houseboats and the 3 ski boats, courtesy ramps, gas and ice, and other basic facilities.

Legal and Permits includes legal consultation for the business and related to financing agreements, building permits from local authorities and the US Forest Service, a business license, and motor vehicle rental permits.

Rent is for the marina space for one month of set-up before launch at $1000 per month. The security deposit of one month is part of current assets.

Insurance will be liability both for the marina usage and the boats when in use by Lake Play, Inc. renters. To limit liability, the renter (captain) must be at least 25 years of age and have a valid driver's license.

The website, brochure, and advertisements will be detailed in the marketing strategy section and Web plan.

Houseboats will not be purchased, but will be provided by current owners under contract with Lake Play, Inc. to provide use of the boats for up to 90% of the year, including some use during peak periods. These owners are provided with a share of revenue as well as moorage and maintenance on their boats. We currently do not have any houseboats under contracts.

Web Plan Summary

The website for Lake Play, Inc. will offer a great deal of information both for potential renters/vacationers and for houseboat owners interested in supplying their houseboats to the company. The site will inform these parties about the offering of Lake Play, Inc. and availability of boats and allow them to move forward by using a simple reservation form to make reservations online.

Website Marketing Strategy

The website will target young couples and families interested in Lake Norman vacations and current houseboat owners on Lake Norman. The site will be marketed through the following tactics:

Banner ads on travel-related websites

Google AdWords text ads

Listing in houseboat rental databases for Lake Norman

Search engine optimization undertaken by the initial Web developer and an ongoing SEO firm

Development Requirements

The website will provide the following information:

•

Services offered by Lake Play, Inc. for renters (descriptions and photos)

•

Basic Rates

•

Activities on Lake Norman (links, photos and more information)

•

Contact information (email only, phone # is withheld, to reduce time spent on phone by staff)

•

About Us - background, business values, vision

•

Services for houseboat owners (moorage, revenue sharing, maintenance, etc.)

•

Policies and procedures for rental

•

FAQs - How to pack, details on other rules, etc.

•

Availability Calendar (updated by webmaster as rentals are entered into and owners reserve the boats)

•

Reservation request form (with credit card payment)

All copy will be produced by Lake Play, Inc's team and the coding and design of the website will be through a Web design firm for $5,000. Our website is not yet developed.

Sales Strategy

Lake Play, Inc. sales will be managed entirely by our accounting team, which we have not yet established or hired. They will receive reservation requests from interested customers, approve them by email, respond by phone to answer specific questions raised, and pursue business through partnerships with travel agents. This will include offering a discount to travel agents so they can bundle the rentals with travel packages to their customers. Sales will depend in large part on the online reservation request form to close business. The website will prepare customers with a great deal of information so they are better informed before reserving.

The director will have the authority to vary from the advertised prices, but will use this at her discretion to book dates, which are unlikely to be used otherwise (i.e., off season or last-minute bookings). Special higher rates for holidays and certain weekends in the spring, summer, and fall are expected to balance out these discounted dates. She will update the rates offered on the website and the availability calendar as needed.

An additional sales strategy exists to establish relationships with houseboat owners. Our team will contact owners directly to advertise the services of Lake Play, Inc. to these "suppliers." This work will begin well before the business's launch in order to have a roster of at least three houseboats to rent for the first year.

Sales Forecast

The business will seek to launch in October, to allow a full winter to promote the upcoming summer rental period.

In the first year of operation, the average price for a week-long summer rental will be $1650, $1400, for a spring/fall rental, and $1100 for an off season rental. Rentals for fewer days are available at a lower price. Additional fees and services purchased are estimated to average $400 for summer rentals, $300 for spring/fall, and $200 for off-season. These additional fees include ski boat rentals, convenience store purchases, added fees to bring pets on-board. The prices listed reflect these totals and will be increased roughly with inflation in future years.

Direct cost of sales includes post-rental cleaning (generally $75 per houseboat) and basic amenities (shampoo, soap, tissue paper, etc.) to stock the boats for each rental ($25 per rental). These costs are expected to grow with inflation as well. Other costs of sales include gas and ice which is anticipated to cost 8% of sales as each rental will start with a boat fully stocked with both. An additional 20% of sales will be payment to the houseboat owners. This cost of sales would be higher, but houseboat owners will benefit from free moorage, maintenance, and discounted services at the Lake Play, Inc. marina.

Intellectual Property & Proprietary Rights

Upon completion of our website, we will regard substantial elements of our website and underlying technology as proprietary and attempt to protect them by relying on trademark, service mark and trade secret laws, restrictions on disclosure and transferring title and other methods. We currently do not have any technology we consider proprietary, as we are currently in our development stage.

Employees

We are a development stage company and currently have only one part-time employee, Marion F. Palmer, who is also our sole officer and director. We look to Mrs. Palmer for her entrepreneurial skills and talents. It is Mrs. Palmer who provided us our business plan. For a discussion of Mrs. Palmer’s experience, please see “Management.” Initially Mrs. Palmer will coordinate all of our business operations. We plan to use consultants, attorneys, accountants, and technology personnel, as necessary and do not plan to engage any additional full-time employees in the near future. We believe the use of non-salaried personnel allows us to expend our capital resources as a variable cost as opposed to a fixed cost of operations. In other words, if we have insufficient revenues or cash available, we are in a better position to only utilize those services required to generate revenues as opposed to having salaried employees. We may hire marketing and online employees based on the projected size of the market and the compensation necessary to retain qualified sales and development employees.

Mrs. Palmer is spending the time allocated to our business in handling the general business affairs of our company such as accounting issues, including review of materials presented to our auditors, working with our counsel in preparation of filing our S-1 registration statement, and developing our business plan and overseeing the sales of rentals as well as the establishment of relationships with boat owners, setting up of moorage, and establishing an office space.

Personnel Plan

Boating assistants will be hired for the second summer. Before that point, management will fulfill their role of supporting the renters during their stays. One boating assistant will be brought on for the second summer and two for the third summer. The boating assistants will not work year-round, but will work from June to August to handle the peak season.

REPORTS TO STOCKHOLDERS

We are not subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Upon the effectiveness of this S-1 registration statement, we will be subject to the requirements of Section 15(d) as opposed to the requirements of Section 13(a) under the Exchange Act, which requires an issuer to file annual reports on Form 10-K (or any successor form), quarterly reports on Form 10-Q (or any successor form), and current reports on Form 8-K.

All of our reports can be reviewed through the SEC’s Electronic Data Gathering Analysis and Retrieval System (EDGAR) which is publicly available through the SEC’s website (http://www.sec.gov).

We intend to furnish annual reports to stockholders, which will include audited financial statements reported on by our Certified Public Accountants. In addition, we will issue unaudited quarterly or other interim reports to stockholders, as we deem appropriate or required by applicable securities regulations.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following discussion and analysis should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning anticipated trends in revenues and net income, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein.

Background Overview

Lake Play, Inc is a development stage company incorporated in the State of North Carolina in August 2012. We were formed to engage in the business of offering houseboat vacation rentals on Lake Norman in North Carolina. In August 2012, we commenced our planned principal operations, and therefore have no significant assets. To date, we solely developed our business plan.

Since our inception on August 27, 2012 to August 31, 2012, we have not generated any revenues nor have we incurred a loss. During this time, we incurred operating expenses of $0 resulting in a cumulative profit of $0. To this point, our only business activity has been the formation of our corporate entity, creation and development of our business model, and analyzing the viability of our business. We believe that sales revenue, loans from our officer, and small amounts of equity will be sufficient to support the limited costs associated with our initial ongoing operations for the next twelve months. We may sell additional shares in a private offering or other offering if we are unable to obtain funds from another source such as a shareholder loan. If sufficient funds cannot be raised, none of the Company’s plans may be implemented. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from listing fees will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.

Results of Operations

For the period ended August 31, 2012

There were no revenues for the period from inception to August 31, 2012.

The company did not pay nor recognize any interest expense for the periods ended August 31, 2012.

We expect to incur the normal expenses related to being a public company such as accounting and legal costs. We may drain all available financial resources to pay for such costs depending on our operations and costs. To date, our attorney has provided services in exchange for a nominal fee, but there is no guarantee that this will continue and thus, we may be financial distressed because of the costs associated with being a public company. We will also incur fees for audits and reviews so that we can file the proper 10q’s and 10k’s. As we begin to generate revenues, realize expenses, and acquire assets, it is possible that the costs related with being a public company will increase.

Liquidity and Capital Resources

The Company has $10,935 in cash. The investigation of prospective financing candidates involves the expenditure of capital. The Company will likely have to look to Mrs. Palmer or to third parties for additional capital. There can be no assurance that the Company will be able to secure additional financing or that the amount of any additional financing will be sufficient to conclude its business objectives or to pay ongoing operating expenses.

If Mrs. Palmer is unable to lend additional funds to the Company in the event that Company needs additional funds, we may need to deploy a plan to sell additional shares or look to a third party to lend funds to the Company. If the Company is to borrow funds from a third party, the terms and conditions of such a loan may not be on favorable terms. If we are unable to address our liquidity issues, there is a great chance that the Company will not have adequate funding to continue its business plan and will thus, fail.

We will require as much as $250,000 in order to lease the land, construct our marina, and lease houseboats that we may sublease to our clients so that we may start generating revenues. $250,000 will be enough to fund our operations for the next 12 months, so long as we keep our operations to a minimum and are able to generate revenues. We currently only have $10,935. Therefore, the cash currently available to us will not enable us to develop the business to the state in which it will optimally be able to generate revenues. If we are to generate revenues prior to needing any additional funding, we will immediately reinvest such revenues into further development our business and deployment of our business plan. We believe that the cash we have available will sustain us for approximately three (3) more months so long as we continuing operating in the manner that we are currently operating.

Equity Distribution to Management

Since our incorporation, we have raised capital through private sales of our common equity. As of August 31, 2012, we have issued 10,597,572 shares of our common stock to various shareholders, in exchange for cash and services. Specifically, Mrs. Palmer received 211,950 shares in exchange for services relating to our organization, and development or our business plan worth approximately $21,195. Please see our “Stockholder Table” for more information on distributions of stock in exchange for services.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

FACILITIES

We currently maintain an office at 2710 Oxborough Drive, Matthews, NC 28105. We have no monthly rent, nor do we accrue any expense for monthly rent. Mrs. Palmer, our primary officer and director, and our employee provides us a facility in which we conduct business on our behalf. Mrs. Palmer does not receive any remuneration for the use of this facility or time spent on behalf of us. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately 12 months, until our business plan is more fully implemented.

As a result of our method of operations and business plan we do not currently require personnel other than Mrs. Palmer to conduct our business. In the future we anticipate requiring additional office space and additional personnel; however, it is unknown at this time how much space or how many individuals will be required.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Company utilizes office space provided at no cost from Mrs. Palmer, our primary officer and director. Office services are provided without charge by the Company’s director. Such costs are immaterial to the financial statements and, accordingly, have not been reflected. Mrs. Palmer is the primary officer, director, and promoter of Lake Play and developed the business plan.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

We intend to file for inclusion of our common stock on the Over-the-Counter Bulletin Board; however, there can be no assurance that FINRA or NASDAQ will approve the inclusion of the common stock. Prior to the effective date of this offering, our common stock was not traded.

DIVIDENDS

The payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We have not paid or declared any dividends upon our common stock since our inception and, by reason of our present financial status and our contemplated financial requirements, do not anticipate paying any dividends upon our common stock in the foreseeable future.

We have never declared or paid any cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:

	•	our financial condition;

	•	earnings;

	•	need for funds;

	•	capital requirements;

	•	prior claims of preferred stock to the extent issued and outstanding; and

	•	other factors, including any applicable laws.

Therefore, there can be no assurance that any dividends on the common stock will ever be paid.

EXECUTIVE COMPENSATION

The following table sets forth the cash compensation of our sole officer and director, Marion Palmer from inception (August 27, 2012) to August 31, 2012.

Summary Compensation Table

		Annual Compensation						Long Term Compensation
Name and Principal Position	YTD	Salary		Bonus		Other Annual Compensation		Restricted Stock		Options

Marion Palmer	2012	$	-0-		-0-		-0-	$	21,195		-0-
CEO, Director

Mrs. Palmer has not received any monetary compensation or salary since the inception of the Company. Mrs. Palmer has agreed to not receive any compensation or enter into any employment agreements until the Company begins operations.

Directors’ Compensation

Directors are not entitled to receive compensation for services rendered to Lake Play, or for each meeting attended except for reimbursement of out-of-pocket expenses. There are no formal or informal arrangements or agreements to compensate directors for services provided as a director.

Stock Option Grants

Lake Play did not grant any stock options to the executive officer during the most recent fiscal period ended August 31, 2012. Lake Play has also not granted any stock options to the Executive Officers since incorporation.

Employment Agreements

There are no current employment agreements or current intentions to enter into any employment agreements.

Future Compensation

Mrs. Palmer has agreed to provide services to us without compensation until such time as either we have earnings from our revenue,

Board Committees

We do not currently have any committees of the Board of Directors, as our Board consists of one member. Additionally, due to the nature of our intended business, the Board of Directors does not foresee a need for any committees in the foreseeable future.

Indemnification

Under our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his or her position, if they acted in good faith and in a manner he or she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he or she is to be indemnified, we must indemnify him or her against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of North Carolina.

Regarding indemnification for liabilities arising under the Securities Act which may be permitted to directors or officers under North Carolina law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable.

Transfer Agent

The transfer agent for the common stock will be Vstock Transfer at 77 Spruce Street, Suite 201, Cedarhurst, NY 11516.

REPORTS TO SECURITY HOLDERS

Lake Play, Inc. is not a reporting issuer under the Securities Exchange Act of 1934. As a result of this offering, we will become subject to the informational requirements of the 1934 Act for a period of at least one fiscal year.

FINRA requires that all issuers maintaining quotations of their securities on the OTC Bulletin Board file periodic reports under the 1934 Act. In order to maintain such a quotation, we will have to register our securities under the 1934 Act on form 8-A or form 10.

We may cease filing periodic reports with the Securities and Exchange Commission if:

	*	We have less than 300 stockholders of record; or

	*	We have less than 500, but more than 300, stockholders of record, and our total assets did not exceed $10 million on the last day of each of our three most recent fiscal years.

Because of the requirement that we file periodic reports in order to have our common stock quoted on the OTC Bulletin Board, we do not intend to suspend our reporting obligations in the foreseeable future.

The public may read and copy any materials that we file with the Commission at the Commission’s Public Reference Room at 100 F St,, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. The address of that site is http://www.sec.gov.

We intend to furnish to our stockholders annual reports containing financial statements audited and reported upon by our independent accounting firm, and such other periodic reports as we may determine to be appropriate or as may be required by law.

LAKE PLAY, INC.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

INDEPENDENT AUDITORS’ REPORT			F-2

BALANCE SHEET FOR THE PERIOD ENDED AUGUST 31, 2012			F-3

STATEMENT OF OPERATIONS FOR THE PERIOD ENDED AUGUST 31, 2012			F-4

STATEMENT OF STOCKHOLDER EQUITY (DEFICIT) FROM INCEPTION TO AUGUST 31, 2012			F-5

STATEMENT OF CASH FLOWS FROM INCEPTION TO AUGUST 31, 2012			F-6

NOTES TO FINANCIAL STATEMENTS			F-7

INDEPENDENT AUDITORS’ REPORT

F-1

Stan J.H. Lee, CPA

2160 North Central Rd, Suite 209 * Fort Lee *NJ 07024

P.O. Box 436402 *San Diego * CA * 92143

619-623-7799 Fax 619-564-3408 E-mail) stan2u@gmail.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Lake Play, Inc.

We have audited the accompanying balance sheet of Lake Play, Inc. (”the Company”) as of August 31, 2012 and the related statement of operation, shareholders’ equity (deficit) and cash flows for the period beginning August 27, 2012 (its inception) to August 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above presently fairly, in all material respects, the financial position of Lake Play, Inc. as of August 31, 2012, and the results of its operation and its cash flows for the period aforementioned in conformity with the U.S. generally accepted accounting principles.

The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the note to the financial statements, the Company lacks liquidity and has accumulated losses from operations which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Stan J.H. Lee

______________________

Stan J.H. Lee, CPA

September 11, 2012

Fort Lee, NJ, 07024

F-2

Lake Play, Inc.

(A Development Stage Company)

Balance Sheet

	as of August 31,
	2012
ASSETS

Current Assets
Cash	$	10,935
Other current assets


Total Current Assets		10,935

TOTAL ASSETS	$	10,935

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Officer advances	$	-

Total Current Liabilities		-

Total Liabilities		-

Stockholders' Equity (Deficit)
Preferred stock ($0.0001 par value; 10,000,000 authorized
no shares issued and outstanding at August 31, 2012)
Common stock, ($0.0001 par value, 100,000,000 shares
authorized; 10,597,572 shares issued and outstanding
as of August 31, 2012)		1,060
Additional paid-in capital		9,875
Deficit accumulated during development stage		-

Total Stockholders' Equity (Deficit)		10,935

TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)	$	10,935

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

F-3

Lake Play, Inc.

(A Development Stage Company)

Statements of Operations

	Period from August 27, 2012 (inception) to		Cumulative from August 27, 2012 (inception) to
	August 31,		August 31,
	2012		2012
Revenues

Revenues	$	-		-

Total Revenues		-		-

Operating Costs
Administrative expenses		-		-
Taxes and licences

Total Operating Costs		-		-

Net Income (Loss)		-		-

Basic earnings per share	$	-		-

Weighted average number of
common shares outstanding		9,849,447		9,849,447

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

F-4

Lake Play, Inc

(A Development Stage Company)

Statement of Changes in Stockholders' Equity

							Deficit
							Accumulated
			Common		Additional		During
	Common		Stock		Paid-in		Development
	Stock		Amount		Capital		Stage		Total

Balance August 27, 2012 (Inception)		-	$	-	$	-	$	-	$	-

Stock issued for cash
on 8/27/2012
@.0001		9,600,071.00	$	960					$	960

Stock issued for cash
on 8/31/2012
@.0001		997,500	$	100	$	9,875			$	9,975

Net Income (Loss,), for the period								-		-

Balance, August 31, 2012		10,597,572		1,060		9,875		-		10,935

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

F-5

Lake Play, Inc.
(A Development Stage Company)
Statements of Cash Flows

	Period from August 27, 2012 (Inception) to		Cumulative from August 27, 2012 (Inception) to
	August 31, 2012		August 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	$	-		-
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Increase in other current asset

Changes in operating assets and liabilities:
Increase (decrease) in accrued expenses		-		-

Net cash provided by (used in) operating activities		-		-

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash provided by (used in) investing activities		-		-

CASH FLOWS FROM FINANCING ACTIVITIES

Increase (decrease) in officer advances
Issuance of common stock		1,060		1,060
Additional paid-in capital		9,875		9,875

Net cash provided by (used in) financing activities		10,935		10,935

Net increase (decrease) in cash		10,935		10,935

Cash at beginning of period		-		-

Cash at end of period	$	10,935		10,935

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for :

Interest	$	-		-

Income Taxes	$	-		-

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

F-6

Lake Play, Inc.

NOTES TO FINANCIAL STATEMENTS

(A Development Stage Company)

August 31, 2012

1. NATURE OF OPERATIONS

Lake Play, Inc (“The Company”) was incorporated in the State of North Carolina on August 27, 2012 to create a competitive business model for vacation houseboat rental on Lake Norman in Charlotte, NC. The Company is in the development stage with no revenues and a limited operating history.

Going Concern Consideration

These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred a cumulative net loss of $0 since its inception and requires capital for its contemplated operation and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern.

Future issuances of the Company's equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is August 31.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturity of three months or less to be cash equivalents.

Use of Estimates and Assumptions

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

Foreign Currency Translation

The financial statements are presented in United States dollars. In accordance with ASC 830, “Foreign Currency Matters”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

F-7

Development Stage Company

The Company complies with Financial Accounting Standards Codification (“ASC”) 915 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as development stage enterprise.

Financial Instrument

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability. ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. FASB ASC 820 establishes a fair value hierarchy that prioritizes the use of inputs used in valuation methodologies into the following three levels:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

The recorded amounts of financial instruments, including cash equivalents and accounts payable, approximate their market values as of August 31, 2012.

Income Taxes

The Company follows the accrual method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on the deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At August 31, 2012 a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

Basic and Diluted Net Income (Loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive.

F-8

Recent Accounting Pronouncements

In February 2010, the FASB issued ASU No. 2010-09, which is included in the Codification under ASC 855, SUBSEQUENT EVENTS (“ASC 855”). This update removes the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated and become effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued ASU No. 2010-06, which is included in the Codification under ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES (“ASC 820”). This update requires the disclosure of transfers between the observable input categories and activity in the unobservable input category for fair value measurements. The guidance also requires disclosures about the inputs and valuation techniques used to measure fair value and become effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.

The Company does not expect the adoption of recently issued accounting pronouncements to have any significant impact on the Company’s results of operations, financial position or cash flow. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

3. RELATED PARTY TRANSACTIONS

The President of the Company provides management and office premises to the Company for no compensation.

4. COMMON SHARES

In August, 2012, the Company authorized the issue of 100,000,000 common shares of the company at par value of $.0001and authorized the issue of 10,000,000 preferred shares at par value of $.0001.

At August 31, 2012 there are total of 10,597,572 common shares of the Company issued and outstanding.

5. INCOME TAXES

The Company follows ASC 740. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.

F-9

	August 31, 2012
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
Deferred tax attributed:	$	(0)
Net operating loss carryover		(0)
Less change in valuation allowance
Net deferred tax asset	$	-0-

At August 31, 2012 , the Company had an unused net operating loss carry-forward approximating $0.

6. SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through September 11, 2012, the date of available issuance of these audited financial statements. During this period, the Company did not have any material recognizable subsequent events

F-10

Prospectus

_______________________

Lake Play, Inc.

2710 Oxborough Drive

Matthews, NC 28105

704-708-9284 Telephone

Until, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution*

The following table sets forth all estimated costs and expenses, other than underwriting discounts, commissions and expense allowances, payable by the issuer in connection with the maximum offering for the securities included in this registration statement:

	Amount
SEC registration fee	$	60.72
Blue Sky fees and expenses		500.00
Legal fees and expenses		1,000.00
Accounting fees and expenses		5,000.00
Total	$	6,560.72

Item 14. Indemnification of Directors and Officers.

Our officers and directors are indemnified as provided by the North Carolina Statutes and our Bylaws.

Under the governing North Carolina statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation. Our articles of incorporation do not contain any limiting language regarding director immunity from liability. Excepted from this immunity are:

1.	A willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

2.	A violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

3.	A transaction from which the director derived an improper personal profit; and

4.	Willful misconduct .

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by North Carolina law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

1.	Such indemnification is expressly required to be made by law;

2.	The proceeding was authorized by our Board of Directors;

3.	Such indemnification is provided by us, in our sole discretion, pursuant to the powers vested in us under North Carolina law; or;

4.	Such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the Company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

Item 15. Recent Sales of Unregistered Securities.

The following sets forth information relating to all previous sales of common stock by the Registrant which sales were not registered under the Securities Act of 1933.

Additionally, 997,500 shares were issued to various persons for consideration totaling $9,975 in reliance on the exemption under Rule 506 of Regulation D of the Securities Act of 1933 and in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended (the “Act”). These shares of our common stock qualified for exemption under Section 4(2) of the Securities Act of 1933 since the issuance shares by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of shares offered. We did not undertake an offering in which we sold a high number of shares to a high number of investors. In addition, the shareholder had the necessary investment intent as required by Section 4(2) since she agreed to and received share certificates bearing a legend stating that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction ensures that these shares would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act of 1933 for this transaction.

All investors received a Private Placement Memorandum dated August 13, 2012. All investors had a previous existing relationship with the issuer, were apprised of all the risks, and provided a completed subscription agreement.

Lake Play Shareholder	Shares of Common Stock Owned Prior to Offering		Shares of Common Stock Owned After Offering
Amanda Duckworth		28,500		0
Andrew R Mullican		28,500		0
Brittany Neely		28,500		0
David Temple		28,500		0
Dayna Critz		28,500		0
Dianne Keller		28,500		0
E Carl Barthelson		28,500		0
Edward A Reule		28,500		0
Forrest Garvin		28,500		0
George Critz		28,500		0
Hope L Barthelson		28,500		0
J Stephen Keller		28,500		0
Jacob C Keller, Sr		28,500		0
James D Neely, Jr		28,500		0
James D Neely, Sr		28,500		0
Joan Beaulieu		28,500		0
Kelly H Young		28,500		0
Kotaya Griffith		28,500		0
Leigh Ann Neely		28,500		0
Matthew Johnson		28,500		0
Max Bennett		28,500		0
Michael Olsson		28,500		0
Michaela W Conner		28,500		0
Pamela A Mullican		28,500		0
Patricia A Duckworth		28,500		0
Reid D Smith		28,500		0
Richard Beaulieu		28,500		0
Sandra S Smith		28,500		0
Sara Duckworth		28,500		0
Teresa Garvin		28,500		0
Teresa Viso-Olsson		28,500		0
Thomas D Young		28,500		0
Tim H Helms		28,500		0
Whitney Johnson		28,500		0
William S Conner		28,500		0
TOTAL		997,500		0

The purchasers listed above represented their intentions to acquire the securities for investment only and not with a view toward distribution. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.

Item 16. Exhibits Index.

The listed exhibits are filed with this Registration Statement:

Number		Exhibit Name
1.1		Subscription Agreement
3.1		Certificate of Incorporation
3.2		By-Laws
4.1		Specimen Stock Certificate
5.1		Opinion of Jillian Ivey Sidoti, Esq. regarding legality
23.1		Consent of Stan J.H. Lee

All other Exhibits called for by Rule 601 of Regulation S-B are not applicable to this filing. Information pertaining to our common stock is contained in our Certificate of Incorporation and By-Laws.

Item 17. Undertakings.

The undersigned registrant undertakes:

(1) To file, during any period in which offer or sales are being made, a post-effective amendment to this registration statement:

I. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

II. To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post -effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

III. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to the information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on our behalf by the undersigned, in the City of Matthews, NC, on September 14, 2012 .

	Lake Play, Inc.

	/s/ Marion F. Palmer
	Marion F. Palmer,
	President and Chief Executive Officer,

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates stated.

SIGNATURE	TITLE	DATE

/s/ Marion F. Palmer	President, Treasurer and Director (Principal Executive, Financial and	September 14, 2012.
Marion F. Palmer	Accounting Officer)

/s/ Marion F. Palmer	Vice President and Secretary	September 14, 2012.
Marion F. Palmer

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

EXHIBITS

REGISTRATION STATEMENT

ON FORM S-1

UNDER

THE SECURITIES ACT OF 1933

LAKE PLAY, INC.

INDEX TO EXHIBITS

SEC REFERENCE NUMBER	TITLE OF DOCUMENT	LOCATION
1.1	Subscription Agreement	Filed herewith
3.1	Certificate of Incorporation	Filed herewith
3.2	By-Laws	Filed herewith
4.1	Stock Certificate Specimen	Filed herewith
5.1	Opinion of Jillian Ivey Sidoti, Esq. regarding legality	Filed herewith
23.1	Consent of Stan J.H. Lee	Filed herewith

Lake Play Inc S-1