UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2012

Commission File Number: 000-54415

FACE UP ENTERTAINMENT GROUP, INC.

(Exact Name of registrant as specified in its charter)

Florida		27-1551007
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S Employer Identification No.)

20 East Sunrise Highway

Valley Stream, New York 11581

(Address of Principal Executive Offices)

(516) 303-8100

(Registrant's Telephone Number, Including Area Code)

~~_________________________________________~~_________________

(Former address, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months ( or for such shorter period that the registrant was required to submit and post such files) Yes x No ¨.

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

Large accelerated filer	o	Accelerated filer	o

Non- accelerated filer	o	Small reporting company	x

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of ~~August~~ November 1514, 2012, 58,~~625~~975,~~000~~000shares ~~shares~~ of common stock, $.001 par value per share, of the issuer were outstanding.

TABLE OF CONTENTS

		Page
PART I –FINANCIAL INFORMATION
Item 1.	Financial Statements		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1715
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures		2017
PART II- OTHER INFORMATION
Item 1.	Legal Proceedings		2119
Item IA.	Risk Factors		19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		2119
Item 3.	Defaults Upon Senior Securities		2119
Item 4.	Mine Safety Disclosures		2119
Item 5.	Other Information		2119
Item 6.	Exhibits		2220

PART I. FINANCIAL INFORMATION

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Face Up Entertainment Group, Inc.
(f/k/a Game Face Gaming, Inc.)
(A Development Stage Company)
Consolidated Balance Sheets

ASSETS
	June 30,			December 31,
	September 30,			December 31,
	2012			2011
	(Unaudited)			(Audited)
CURRENT ASSETS:
Cash and cash equivalents	$	94,~~288~~114		$	18,325
Prepaid expenses and other current assets		~~21,024~~505			1,621
TOTAL CURRENT ASSETS		304,~~312~~619			19,946
PROPERTY AND EQUIPMENT (Net)		~~133~~189,~~336~~455			35,070
OTHER ASSETS
Intangible asset		100,000			100,000
TOTAL OTHER ASSETS		100,000			100,000
TOTAL ASSETS	$	~~263~~294,~~648~~074		$	155,016
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable		70180,~~614~~630			10,450
Accrued expenses and other current liabilities		46,~~854~~637			15,458
Derivative liabilities		~~691~~1,~~262~~756,195			178,070
Notes payable-convertible		1,~~341~~566,000			656,000
Accrued interest on notes payable--convertible		4057,~~653~~955			12,396
TOTAL CURRENT LIABILITIES		23,~~148~~567,~~383~~417			872,374
STOCKHOLDERS' EQUITY (DEFICIT):
Capital stock - authorized:
250,000,000 common shares, $0.0001 par value
58,375,000 and 56,175,000 shares issued and outstanding at
58,975,000 and 56,175,000 shares issued and outstanding at
June 30, 2012 and December 31, 2011, respectively		5,838			5,618
September 30, 2012 and December 31, 2011, respectively		5,898			5,618
Additional paid in capital		~~617~~725,~~992~~932			275,212
Deficit accumulated during the development stage		(24,~~508~~005,~~565~~173	)		(998,188	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)		(13,~~884~~273,~~735~~343	)		(717,359	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	~~263~~294,~~648~~074		$	155,015

Face Up Entertainment Group, Inc. and Subsidiary

(f/k/a Game Face Gaming, Inc.)

(A Development Stage Company)

Consolidated Statements of Operations

	Three Months Ended			Three Months Ended			~~Six~~Nine Months Ended			~~Six~~Nine Months Ended			For the Period December 24, 2009 (Inception) to
	June 30,			June 30,			June 30,			June 30,			June 30,
	September 30,			September 30,			September 30,			September 30,			September 30,
	2012			2011			2012			2011			2012
REVENUES:
Net revenue	$	3543,~~833~~976.00		$	-		$	3579,~~833~~809		$	105,000		$	~~140~~184,~~833~~809
EXPENSES:
Depreciation expense		~~785~~786			786			12,~~571~~357			~~786~~1,571			34,~~928~~714
General & administrative expenses		~~458~~349,~~740~~564			~~199~~195,~~884~~605			~~660~~1,~~190~~009,753			~~315~~506,~~798~~738			1,~~428~~777,~~093~~656
Total expenses		~~459~~350,~~525~~350			~~200~~196,~~670~~391			~~661~~1,~~761~~012,110			~~316~~508,~~584~~309			1,~~432~~782,~~021~~370
Operating Loss		(~~423~~306,~~692~~374	)		(~~200~~196,~~670~~391	)		(~~625~~932,~~928~~301	)		(~~211~~403,~~584~~309	)		(1,~~291~~597,~~188~~561	)
OTHER INCOME (EXPENSE):
Interest expense		(~~199~~125,~~110~~302	)		(275,268	)		(~~371~~496,~~257~~559	)		(279,935	)		(~~528~~653,~~531~~833	)
Derivate liability		(~~161~~1,~~983~~064,933	)					(~~513~~1,~~192~~578,125	)					(~~691~~1,~~262~~756,195	)
Interest income		-			1						12
Other income - cancellation of debt		-			-			-			2,416			2,416
Total other income (expense)		(~~361~~1,~~093~~190,235	)		1(275,268	)		(~~884~~2,~~449~~074,684	)		2(277,~~417~~517	)		(12,~~217~~407,~~377~~612	)
Income (Loss) before Provision for Income Taxes		(~~784~~1,~~785~~496,609	)		(~~200~~471,~~669~~659	)		(13,~~510~~006,~~377~~985	)		(~~209~~680,~~167~~826	)		(24,~~508~~005,~~565~~173	)
Provision for Income Taxes		-			-			-			-			-
Net Loss	$	(~~784~~1,~~785~~496,609	)	$	(~~200~~471,~~669~~659	)	$	(13,~~510~~006,~~377~~985	)	$	(~~209~~680,~~167~~826	)	$	(24,~~508~~005,~~565~~173	)
PER SHARE DATA:
Basic and diluted loss per common share	$	(0.0103	)	$	(0.0001	)	$	(0.0305	)	$	(0.0001	)
Weighted Average Common shares outstanding		5758,~~479~~664,~~396~~674			5055,~~986~~805,~~141~~435			57,~~014~~568,~~011~~248			4448,~~159~~083,~~070~~852

													Deficit
													Accumulated
							Additional			Stock			During the
	Common Stock						Paid-in			Subscriptions			Development
	Shares			Amount			Capital			Receivable			Stage			Total
Inception - December 24, 2009		-		$	-		$	-		$	-		$	-		$	-
Common shares issued to Founder
for cash at $0.001 per share
(par value $0.00001) on December 24, 2009		117,000,000			11,700			(2,700	)		(3,000	)		-			6,000
Loss for the period from inception on
December 24, 2009 to December 31, 2009		-			-			-			-			(3,579	)		(3,579	)
Balance - December 31, 2009		117,000,000			11,700			(2,700	)		(3,000	)		(3,579	)		2,421
Payment of Subscription Receivable											3,000						3,000
Common shares issued to Investors
for cash at $0.01 per share
(par value $0.00001) on May 26, 2010		15,600,000			1,560			10,440									12,000
Loss for the year ended December 31, 2010														(22,837	)		(22,837	)
Balance - December 31, 2010		132,600,000			13,260			7,740			-			(26,416	)		(5,416	)
Common shares cancelled by
the Corporation on February 10, 2011		(104,666,667	)		(10,467	)		10,467									-
Common shares issued at $0.0044 per share
(par value $0.0001) for the contribution of
intangible assets on February 22, 2011		22,666,667			2,267			97,733									100,000
Common shares issued to Consultants for services at
$0.0044 per share (par value $0.0001) on June 23, 2011		5,075,000			508			21,822									22,330
Common shares issued for finance costs at
$0.25 per share (par value $0.0001) on August 17, 2011		250,000			25			62,475									62,500
Common shares issued for finance costs
$0.30 per share (par value $0.0001) on October 31, 2011		250,000			25			74,975									75,000
Loss for the year ended December 31, 2011														(971,772	)		(971,772	)
Balance - December 31, 2011		56,175,000			5,618			275,212			-			(998,188	)		(717,358	)
Common shares issued for finance costs
$0.16 per share (par value $0.0001) on February 27, 2012		1,000,000			100			159,900									160,000
Common shares issued for finance costs
$0.17 per share (par value $0.0001) on May 29, 2012		500,000			50			84,950									85,000
Common shares issued for finance costs
$0.27 per share (par value $0.0001) on June 15, 2012		700,000			70			97,930									98,000
Loss for the six months ended June 30, 2012														(1,510,377	)		(1,510,377	)
Common shares issued for finance costs
Balance - June 30, 2012		58,375,000		$	5,838		$	617,992		$	-		$	(2,508,565	)	$	(1,884,735	)
$0.18 per share (par value $0.0001) on August 9, 2012		250,000			25			44,975									45,000
Common shares issued for finance costs
$0.18 per share (par value $0.0001) on August 22, 2012		350,000			35			62,965									63,000
Loss for the nine months ended September 30, 2012														(3,006,985	)		(3,006,985	)
Balance - September 30, 2012		58,975,000		$	5,898		$	725,932		$	-		$	(4,005,173	)	$	(3,273,343	)

Face Up Entertainment Group, Inc. and Subsidiary
(f/k/a Game Face Gaming, Inc.)
(A Development Stage Company)
Consolidated Statements of Cash Flows

	Six Months Ended			Six Months Ended			For the Period December 24, 2009 (Inception) to
	Nine Months Ended			Nine Months Ended			For the Period December 24, 2009 (Inception) to
	June 30,			June 30,			March 31,
	September 30,			September 30,			September 30,
	2012			2011			2012
OPERATING ACTIVITIES:
Net loss	$	(13,~~510~~006,~~377~~985	)	$	(~~209~~680,~~167~~826	)	$	(24,~~508~~005,~~565~~173	)
Depreciation		12,~~571~~357			~~786~~1,571			34,~~928~~714
Common stock issued for services		-			22,330			22,330
Common stock issued for financing costs		~~343~~451,000			46,336			~~480~~588,500
Changes in Assets and Liabilities:
(Increase) decrease in current assets:
Prepaid Expenses and other current assets		~~(19~~1,~~403~~116	)		(~~1,311~~918	)		(~~21,024~~505	)
Increase (decrease) in current liabilities:
Accounts payable		60170,~~164~~180			~~10,335~~			70180,~~614~~630
Derivative liabilities		~~513~~1,~~192~~578,125			223,091			~~691~~1,~~262~~756,195
Accrued interest on convertible debt		2845,~~257~~559						4057,~~653~~955
Accrued expenses and other current liabilities		(108,~~604~~821	)		-37,144			46,~~854~~637
Net cash used in operating activities		(~~594~~767,~~200~~468	)		(~~177~~351,~~027~~272	)		(1,~~215~~388,~~448~~716	)
INVESTMENT ACTIVITIES:
Computer hardware purchased		~~(99,837~~-	)		(9,427	)		(~~109~~9,~~264~~427	)
Source code purchased		-(156,742	)		-(25,000	)		(28184,~~000~~742	)
Net cash provided by investment activities		(99156,~~837~~742	)		(934,427	)		(~~137~~194,~~264~~169	)
FINANCING ACTIVITIES:
Common stock issued								21,000
Issuance of notes payable		~~685~~910,000			~~195~~395,000			1,~~536~~761,000
Repayments of notes payable		-						(195,000	)
Loan from officer		-			(3,000	)		-
Net cash provided by financing activities		~~685~~910,000			~~192~~392,000			1,~~362~~587,000
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(914,~~037~~211	)		56,~~546~~301			94,~~288~~114
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		18,325			584			-
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	94,~~288~~114		$	6,~~130~~885		$	94,~~288~~114
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest expense	$	-		$	-156		$	7,380
Income taxes	$	-		$	-		$	-
Non-cash transactions:
Stock Issued for intangible asset	$	-		$	100,000		$	100,000

FACE UP ENTERTAINMENT GROUP, INC. AND SUBSIDIARY

(F/K/A GAME FACE GAMING, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012

NOTE 1 - GENERAL ORGANIZATION AND BUSINESS

Face Up Entertainment Group, Inc. (f/k/a Game Face Gaming, Inc.) the Company is a development stage company, incorporated in the State of Florida on December 24, 2009 to provide software to companies to help them market and sell their music and entertainment content to consumers. On April 24, 2012 the Company changed its name from Game Face Gaming, Inc. (F/K/A Intake Communications, Inc.) to Face Up Entertainment Group, Inc.

Since February 2011, the Company has been engaged in developing the internet’s first Reality Gaming Social Network. The Company seeks to penetrate the market in the business of operating a non-wagering Internet social media and gaming company. The Internet Gaming platform incorporates proprietary technologies that will provide users with streaming video, audio and messaging capabilities enhancing both the users experience and the gaming experience.

Face Up Entertainment Group’s proprietary platform will be used in creating a vast global gaming network consisting of games from every region of the globe, supporting native languages as well as cross language functionality. Once these games make their way onto our platform they will be accessible on almost all devices currently used to access the internet. In addition to popular and well known games that are already being played on line by tens of millions of people around the world, Game Face will be launching its own in- house developed games.

NOTE 2 - SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company is currently a development stage enterprise reporting under the provisions of FASB ASC 915, Development Stage Entity. The financial statements have been prepared on the accrual basis of accounting in conformity accounting ~~principlesgenerally~~principles generally accepted in the United States of America.

Principles of Consolidation

The consolidated financial statements include the accounts of Face Up Entertainment Group, Inc. (F/K/A Game Face Gaming, Inc.) and its wholly owned subsidiary Socii Management, LLC. All material intercompany balances and transactions have been eliminated from in consolidation.

Cash and Cash Equivalents

For purposes of the cash flow statements, the company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. At ~~June~~September 30, 2012 the company did not have any balances that exceeded FDIC insurance limits.

Property and Equipment

Property and equipment is stated at cost. Depreciation and amortization expense is computed using principally accelerated methods over the estimated useful life of the related assets ranging from 3 to 7 years. When assets are sold or retired, their costs and accumulated depreciation are eliminated from the accounts and any gain or loss resulting from their disposal is included in the statement of operations.

The Company recognizes an impairment loss on property and equipment when evidence, such as the sum of expected future cash flows (undiscounted and without interest charges), indicates that future operations will not produce sufficient revenue to cover the related future costs, including depreciation, and when the carrying amount of the asset cannot be realized through sale. Measurement of the impairment loss is based on the fair value of the assets.

FACE UP ENTERTAINMENT GROUP, INC. AND SUBSIDIARY

(F/K/A GAME FACE GAMING, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012

Property and Equipment

Long-Lived Assets

Long-lived assets such as intangible assets other than goodwill, furniture, equipment and leasehold improvements are evaluated for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of asset groups to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of an asset group exceeds the fair value of the asset group. The Company evaluated its long-lived assets and no impairment charges were recorded for any of the periods presented.

Earnings (Loss) per Share

The Company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding for all periods presented.

Software Development Costs

The Company accounts for costs incurred to develop computer software for internal use in accordance with FASB ASC 350-40 “Internal-Use Software”. As required by ASC 350-40, the Company capitalizes the costs incurred during the application development stage, which include costs to design the software configuration and interfaces, coding, installation, and testing. Costs incurred during the preliminary project along with post-implementation stages of internal use computer software are expensed as incurred. Capitalized development costs are amortized over a period of one to three years. Costs incurred to maintain existing product offerings are expensed as incurred. The capitalization and ongoing assessment of recoverability of development costs requires considerable judgment by management with respect to certain external factors, including, but not limited to, technological and economic feasibility, and estimated economic life.

Dividends

The Company has not adopted a policy regarding payments of dividends. No dividends have been paid during the period presented and no payments are foreseen in the near future.

Income Taxes

The Company adopted FASB ASC 740, Income Taxes, at its inception. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of September 30, 2012.

FACE UP ENTERTAINMENT GROUP, INC. AND SUBSIDIARY

(F/K/A GAME FACE GAMING, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012

Dividends

The Company has not adopted a policy regarding payments of dividends. No dividends have been paid during the period presented andno payments are foreseen in the near future.

Income Taxes

Uncertain Tax Positions

The Company adopted the provisions of Accounting for Uncertainty in Income Taxes (“Uncertain Tax Positions”) of the ASC. Uncertain Tax Positions prescribes recognition thresholds that must be met before a tax position is recognized in the financial statements and provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Under “Uncertain Tax Positions”, an entity may only recognize or continue to recognize tax positions that meet a ““more-than-likely-than-not” threshold. All related interest and penalties would be expensed as incurred. The Company has evaluated its tax position for the period ended June 30, 2012 and such evaluation did not require a material adjustment to the financial statements.

Advertising and Marketing

The Company expenses advertising ~~asincurred~~and marketing as incurred. For the ~~six~~nine months ended ~~June~~September 30, ~~2012and~~2012 and 2011, advertising expense totaled $~~109~~213,~~786and~~670 and $2,400, respectively.

Stock Based Compensation

The Company accounts for all stock based payments in accordance with ASC Topic 718, which requires the Company to measure all employee stock-based compensation awards using a fair value method and record the related expense in the financial statements. The Company utilizes the Black-Scholes model to estimate the value of options granted.

Estimates

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

FACE UP ENTERTAINMENT GROUP, INC. AND SUBSIDIARY

(F/K/A GAME FACE GAMING, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

Fair Value of Financial Instruments

The carrying amounts of the Company’s accounts payable, accrued expenses and notes payable approximate fair value due to the relatively short period to maturity for these instruments.

Concentration of Credit Risk

The Company’s financial instruments that are exposed to the concentrations of credit risk consist primarily of cash and cash equivalents. The Company’s places its cash with high quality institutions. At times, such investments may be in excess of the FDIC insurance limit. Cash and cash equivalents held in a bank may exceed federally insured limits at year end and at various points during the year.

The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its trade accounts receivable credit risk exposure is limited.

Revenue Recognition

The company has adopted the following revenue recognition guidelines.

Sale of subscriptions

Revenue from sale of subscriptions is recognized when the following conditions are satisfied:

* The user properly registered with the website of the Company, and provided the Company with a valid proof of identity and address. Furthermore the Company had set up a valid user account for the user;

* The amount of revenue can be measured reliably;

* The costs incurred or to be incurred in respect of the transaction can be ~~measuredreliably~~measured reliably.

FACE UP ENTERTAINMENT GROUP, INC. AND SUBSIDIARY

(F/K/A GAME FACE GAMING, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012

Whitepaper Solution income

Revenue from sale of Whitepaper Solutions is recognized when the following conditions are met:

* The contract for the solutions clearly specifies the price and payment options with the transfer of ownership;

* The Company is reasonably expected to complete the project in the time frame that the contract sets forth;

* As the milestones set forth in the contract are met, the Company will recognize revenue as set forth in the contract;

* As set forth in the contract the amount of revenue can be measured reliably;

* There is a reasonable belief that buyer is expected to pay the whole amount as the milestones are met.

FACE UP ENTERTAINMENT GROUP, INC. AND SUBSIDIARY

(F/K/A GAME FACE GAMING, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

Effect of recently issued accounting standards

The company has adopted all recently issued accounting pronouncements. The Adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

NOTE 3 - INCOME TAXES:

Deferred tax attributes resulting from differences between financial accounting methods and tax basis of assets and liabilities at ~~June~~September 30, 2012 are as follows (rounded to the nearest hundred):

	June 30,2012
	September 30, 2012
Noncurrent Assets:
Net operating loss carry-forwards	$	~~401~~498,000
Valuation Allowance	$	(~~401~~498,000	)
Net Deferred Tax Asset	$	$0

~~AtJune~~At September 30, 2012, the Company had estimated net loss carry forwards of approximately $1,~~337~~660,000 which expire between 2029 through 2031. Utilization of these net operating loss card forwards may be limited in accordance with IRC Section 382 in the event of certain shifts in ownership.

The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows:

June 30,2012	Amount			Percent
September 30, 2012	Amount			Percent
Book income at Federal Statutory Rate	$	(~~163~~244,000	)		25	%
State Taxes, net of Federal Benefit	$	(3349,000	)		5	%
Change in Valuation Allowances	$	~~196~~293,000			(30	%)
	$	0			0	%

11NOTE 4 - STOCKHOLDERS' EQUITY

Common Stock

On December 24, 2009, the Company issued 117,000,000 of its $0.0001 par value common stock at $0.001 per share for $6,000 cash and $3,000 in a subscription receivable to the founder of the Company. The issuance of the shares was made to the sole officer and director of the Company and an individual who is a sophisticated and accredited investor, therefore, the issuance was exempt from registration of the Securities Act of 1933 by reason of Section 4 (2) of that Act.

FACE UP ENTERTAINMENT GROUP, INC. AND SUBSIDIARY

(F/K/A GAME FACE GAMING, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012

NOTE 4 - STOCKHOLDERS' EQUITY

Common Stock

On May 26, 2010 the Company issued 15,600,000 common shares to investors in accordance with Form S-1 for cash in the amount of $12,000.

On January 6, 2011, the Board of Directors and majority shareholder of the Company approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to (i) affect a 13 for 1 forward stock split of the Company’s issued and outstanding common stock in the form of a dividend. Accordingly there were 10,200,~~000pre~~000 pre-split common shares and following the forward split there were 132,600,000 common shares issued and outstanding. All share amounts, including those stated above, have been adjusted to reflect the forward split. On February 10, 2011, Ron Warren, the principal shareholder and sole officer and director of the Company cancelled 104,666,667 of his own shares and on February 22, 2011 the Company issued an additional 22,666,667 shares in an intangible asset purchase.

On February 22, 2011 the Company issued 22,666,667 common shares at $0.0001 par ~~valueand~~value and $0.0044 face value to Lemberg Consulting for their intellectual property and pending patents in the amount of $100,000.

On June 23, 2011 the Company issued 5,075,~~000common~~000 common shares at $0.0001 par value and $0.0044 face value to various “founding fathers” of the company for services rendered to the company in lieu of cash.

On August 17, 2011 the Company issued 250,000 common shares at $0.0001 par value and $0.25 face value as an inducement for the $100,000 note payable issued on that date. The value of the 250,000 common shares issued totaled $62,500.

On October 31, 2011 the Company issued 250,000 common shares at $0.0001 par value and $0.30 face value as an inducement for the $100,000 note payable issued on that date. The value of the 250,000 common shares issued totaled $75,000.

On February 29, 2012 the Company issued 1,000,000 common shares at $0.0001 par value and $0.16 face value as an inducement for the $500,000 line of credit entered by the Company on that date. The value of the 1,000,000 common shares issued totaled $160,000.

On May 29, 2012 the Company issued 500,000 common shares at $0.0001 par value and $0.17 face value as an inducement for the $200,000 line of credit entered by the Company on that date. The value of the 500,000 common shares issued totaled $85,000.

12On June 15, 2012 the Company issued 700,000 common shares at $0.0001 par value and $0.14 face value as an inducement for the an extension of time of the due date on the convertible debt outstanding by the Company on that date. The value of the 700,000 common shares issued totaled $98,000.

On August 9, 2012 the Company issued 250,000 common shares at $0.0001 par value and $0.18 face value as an inducement for the $100,000 line of credit entered by the Company on that date. The value of the 250,000 common shares issued totaled $45,000.

On August 22, 2012 the Company issued 350,000 common shares at $0.0001 par value and $0.18 face value as an inducement for the $100,000 line of credit entered by the Company on that date. The value of the 350,000 common shares issued totaled $63,000.

FACE UP ENTERTAINMENT GROUP, INC. AND SUBSIDIARY

(F/K/A GAME FACE GAMING, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012

OnAs ~~June~~of 15September 30, 2012 ~~the~~there ~~Company~~are ~~issued 700~~250,000,000 ~~common~~Common ~~shares~~Shares at $0.0001 par value ~~and~~authorized ~~$0.14~~with ~~face value as an inducement for the an extension of time of the due date on the convertible debt outstanding by the Company on that date. The value of the 700~~58,975,000 ~~common~~ shares issued ~~totaled~~and ~~$98,000~~outstanding.

AsNOTE of5 ~~June~~– ~~30,~~RELATED ~~2012~~PARTY ~~there are 250,000,000 Common Shares at $0.0001 par value authorized with 58,375,000 shares issued and outstanding.~~TRANSACTIONS

NOTE 5– RELATED PARTY TRANSACTIONS

The officers and directors of the Company are involved in business activities outside of the company and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

The Company has demand notes payable outstanding totaling $416,000 to related parties; these outstanding notes bear interest between 5% to 6% per annum (See Note 9).

NOTE 6 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period December 24, 2009 (date of inception) through ~~June~~September 30, 2012 the Company has had a net loss of $24,~~508~~005,~~565~~173. As of ~~June~~September 30, 2012, the Company has not emerged from the development stage. In view of these matters, recoverability of any asset amounts shown in the accompanying financial statements is dependent upon the Company's ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities from the sale of equity securities, and obtaining loans. The Company intends on financing its future development activities and its working capital needs largely from notes, loans and the sale of public equity securities, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.

NOTE 7 – PROPERTY AND EQUIPMENT

	June 30, 2012
	September 30, 2012
Computer hardware	$	9,427
Source code		~~127~~184,~~837~~742
		137,264
		194,169
Less accumulated depreciation and amortization		(34,~~928~~713	)
Property and Equipment (net)	$	~~133~~189,~~336~~456
Depreciation and amortization expense	$	12,~~571~~357

13During the nine months ended September 30, 2012 the company acquired $156,742 of source code for cash.

NOTE 8 - INTANGIBLE ASSETS

On February 22, 2011, the Company acquired from Lemberg Consulting an intangible asset worth $100,000 in a non-cash transaction for 22,666,667 shares of the Company. The company purchased future contracts and pending patents for a gaming system that incorporates voice and video into the gaming experience.

FACE UP ENTERTAINMENT GROUP, INC. AND SUBSIDIARY

(F/K/A GAME FACE GAMING, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012

During the six months ended June 30, 2012 the company acquired $46,788of source code for cash.

NOTE 8 - INTANGIBLE ASSETS

On February 22, 2011, the Company acquired from Lemberg Consulting an intangible asset worth $100,000 in a non-cashtransaction for 22,666,667 shares ofthe Company. The company purchased future contracts and pending patents for a gaming system that incorporates voice and video into the gaming experience.

NOTE 9 - CONVERTIBLE DEBT

As of ~~June~~September 30, 2012 the bridge notes payable totaled $1,~~341~~566,000. The bridge notes payable were offered by the company during 2011 and 2012. The bridge notes payable consist of $325,000 of convertible debt and $1,~~016~~241,000 of demand notes bearing interest at rates varying from 5.00% to 6.50% per annum. A total of $416,000 of the demand notes were issued to related parties (See Note 5)

The convertible debt payable was issued by the Company as follows:

On February 22, 2011 the Company issued convertible debt totaling $175,000, bearing a rate of 8% simple interest per annum. On December 14, 2011, $100,~~000was~~000 ~~repaidplus~~was repaid plus accrued interest of $6,466.The remaining Convertible debt of $75,000 in addition to accrued unpaid interest shall be due and payable on ~~September~~December 151, 2012. The principal amount and all unpaid interest accrued on this debt maybe converted by the greater of $0.25 per share or 50% of the average closing bid price of the Common stock on the OTC Bulletin Board, for the 10 trading days ending 5 days before the conversion date. On April 14, 2012, the maturity date was extended to June 15, 2012 and the conversion factor was adjusted to $0.05 per share. On June 15, 2012, the maturity date was extended to September 15, 2012. As an inducement for the extension the Company issued the convertible note holders 200,000 share of common stock. On September 14, 2012 the maturity date was extended to December 1, 2012..

On June 22, 2011 the Company issued a convertible debt totaling $20,000, bearing a rate of 8.0% simple interest per annum. During December 2011, the principle was repaid in the amount of $20,000 plus $758 of accrued interest.

On August 17, 2011, the Company issued a convertible debt in amount of $100,000. The convertible debt bears a rate of 6.5% simple interest per annum. The principal and accrued unpaid interest shall be due and payable on ~~September15~~December 1, 2012. As further inducement for the lender to advance the loan, the company granted the convertible debt holder the amount of 250,000 shares Common Stock. The principal amount and all unpaid interest accrued on this debt maybe converted by the greater of $0.05 per share or 50% of the average closing bid price of the Common stock on the OTC Bulletin Board, for the 10 trading days ending 5 days before the conversion date. On April 14, 2012, the maturity date was extended to ~~June15~~June 15, 2012 and the conversion factor was adjusted to $0.05 per share. On June 15, 2012, the maturity date was extended to September 15, 2012. As an inducement for the extension the Company issued the convertible note holder 200,000 share of common stock. On September 14, 2012 the maturity date was extended to December 1, 2012.

On September 22, 2011, the Company issued demand debt in amount of $50,000. The debt bears a rate of 6.5% simple interest per annum. The principal and accrued unpaid interest shall be due and payable on December 1, 2012. On April 15, 2012, the maturity rate was extended to June 15, 2012. As inducement for the lender to extend the note, the demand debt was converted to convertible debt whereby the principal amount and all unpaid interest accrued on this debt maybe converted to common shares at a price of $0.05 per share. On June 15, 2012, the maturity date was extended to September 15, 2012. As an inducement for the extension the Company issued the convertible note holder 100,000 share of common stock. On September 14, 2012 the maturity date was extended to December 1, 2012.

On October 31, 2011, the Company issued a convertible debt in amount of $100,000. The convertible debt bears a rate of 6.5% simple interest per annum. The principal and accrued unpaid interest shall be due and payable on December 1, 2012. As further inducement for the lender to advance the loan, the company granted the convertible debt holder the amount of 250,000 shares Common Stock. The principal amount and all unpaid interest accrued on this debt maybe converted by the greater of $0.05 per share or 50% of the average closing bid price of the Common stock on the OTC Bulletin Board, for the 10 trading days ending 5 days before the conversion date. On April 14, 2012, the maturity date was extended to June 15, 2012 and the conversion factor was adjusted to $0.05 per share. On June 15, 2012, the maturity date was extended to September 15, 2012. As an inducement for the extension the Company issued the convertible note holder 200,000 share of common stock. On September 14, 2012 the maturity date was extended to December 1, 2012.

FACE UP ENTERTAINMENT GROUP, INC. AND SUBSIDIARY

(F/K/A GAME FACE GAMING, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~June~~September 30, 2012

On ~~September~~August 229, ~~2011,~~2012 the Company ~~issued~~secured ~~demand~~additional ~~debt~~financing inthrough ~~amount~~the issuance of a Note Purchase Agreement, the total not to exceed $50100,000. ~~The~~Each ~~debt~~note ~~bears~~will abear ~~rate~~interest ofat 6.5% ~~simple interest~~ per annum. ~~The principal~~ and ~~accrued~~is ~~unpaid~~payable ~~interest~~within ~~shall~~six bemonths ~~due~~from ~~and~~the ~~payable~~date onof ~~September~~issuance ~~15,~~or ~~2012.~~earlier Onfrom ~~April~~proceeds ~~15,~~of ~~2012,~~a ~~the~~private ~~maturity~~offering ~~rate~~or ~~was~~through ~~extended~~a toregistration ~~June 15, 2012~~statement. As ~~inducement~~part ~~for~~of the ~~lender~~agreement ~~to extend~~ the ~~note,~~Company granted the ~~demand~~lender ~~debt~~250,000 ~~was~~shares ~~converted~~of tothe ~~convertible~~Company’s ~~debt wherebythe principal amount and all unpaid interest accrued on this debt maybe converted to~~ common ~~shares at a price of $0~~stock.05 ~~per share.~~On ~~June~~August 159, 2012, the ~~maturity~~Company ~~date~~borrowed ~~was extended to September 15~~$50, ~~2012~~000. AsThe ~~an inducement for the extension the~~ Company ~~issued~~has ~~the convertible note holder 100~~$50,000 ~~share~~available ofon ~~common~~this ~~stock~~financing agreement.

On ~~October~~August 3122, ~~2011,~~2012 the Company ~~issued~~secured aadditional ~~convertible~~financing ~~debt~~through inthe ~~amount~~issuance of ~~$100,000. The convertible debt bears~~ a ~~rate~~Note ofPurchase ~~6.5%~~Agreement, ~~simple~~the ~~interest~~total ~~per~~not ~~annum.~~to ~~The~~exceed ~~principal and accrued unpaid interest shall be due and payable on September15~~$100, ~~2012~~000. AsEach ~~further~~note ~~inducement~~will ~~for~~bear ~~the~~interest ~~lender~~at to5% ~~advance~~per ~~the~~annum ~~loan,~~and ~~the~~is ~~company~~payable ~~granted~~within ~~the~~six ~~convertible~~months ~~debt~~from ~~holder~~ the ~~amount~~date of ~~250,000~~issuance ~~shares~~or ~~Common~~earlier ~~Stock. The~~from ~~principal~~proceeds ~~amount~~of ~~and~~a ~~all~~private ~~unpaid~~offering ~~interest~~or ~~accrued~~through ona ~~this~~registration ~~debt maybe converted by the greater of $0~~statement.05 ~~per~~As ~~share~~part ~~or 50%~~ of the ~~average~~agreement ~~closing bid price of~~ the ~~Common~~Company ~~stock~~granted on the ~~OTC~~lender ~~Bulletin Board~~350,000 ~~for~~shares ~~the~~of ~~10 trading days ending 5 days before~~ the ~~conversion~~Company’s ~~date~~common stock. On ~~April~~August 1422, 2012, the ~~maturity~~Company ~~date~~borrowed ~~was extended to June15, 2012 and the conversion factor was adjusted to~~ $050,000.05 ~~per share.~~ On ~~June~~September 1512, 2012, the ~~maturity~~Company ~~date~~borrowed ~~was extended to September 15~~$25, ~~2012~~000.The ~~As an inducement for the extension the~~ Company ~~issued~~has ~~the convertible note holder 200~~$25,000 ~~share~~available ofon ~~common~~this ~~stock~~financing agreement.

The following table illustrates the carrying value of the demand notes payable and convertible debt:

		June30, 2012
	September 30, 2012
Convertible Notes	$	325,000
Notes with a six month maturity		~~600~~825,000
Demand Notes to Related Parties		416,000
Discount on Convertible Note		(0)	)
Convertible Note, Net		1,~~341~~566,000
Less: Current portion of convertible debt		(1,~~341~~566,000)	)
Long term portion of convertible debt	$	-

The following tables illustrate the fair value adjustments that were recorded related to the derivative financial instruments associated with the convertible debenture financings:

	Six months ended June 30, 2012
	Nine months ended September 30, 2012
Derivative income (expense):	~~Inception~~Fair Value January 1, 2011			Fair Value Adjustments			Redemptions		Total
Convertible debt	$	(178,070	)	$	(~~513~~1,~~192~~578,125	)	$	-	$	(~~691~~1,~~262~~756,195	)
	$	(178,070	)	$	(~~513~~1,~~192~~578,125	)	$	-	$	(~~691~~1,~~262~~756,195	)

FACE UP ENTERTAINMENT GROUP, INC. AND SUBSIDIARY

(F/K/A GAME FACE GAMING, INC.)

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2012

The following table illustrates the components of derivative liabilities:

Balance at December 31, 2011	$	178,070
Change in fair value of derivative liability due to beneficial conversion feature		~~513~~1,~~192~~578,125
Debt redemption		-
Balance at June 30, 2012	$	691,262
Balance at September 30, 2012	$	1,756,195

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through the date which the financial statements were issued.

On ~~May~~November 296, 2012 the Company ~~secured~~borrowed ~~additional~~$100,000 ~~financing~~ through the issuance of a Note Purchase Agreement, ~~the~~from ~~total~~a ~~not~~related ~~to exceed $200,000~~party. ~~Each~~The note ~~will~~bears ~~bear~~ interest at 53% per annum and is payable ~~within~~on ~~six~~December ~~months from the date of issuance or earlier from proceeds of a private offering or through a registration statement. As part of the agreement the Company granted the lender 500~~6,~~000~~ ~~shares of the Company’s common stock. On July 10,~~ 2012~~, the Company borrowed the remaining $100,000 against his financing agreement~~.

On August 9, 2012 the Company secured additional financing through the issuance of a Note Purchase Agreement, the total not to exceed $100,000. Each note will bear interest at 5% per annum and is payable within six months from the date of issuance or earlier from proceeds of a private offering or through a registration statement. As part of the agreement the Company granted the lender 250,000 shares of the Company’s common stock. On August 9, 2012, the Company borrowed $50,000. The Company has $50,000 available on this financing agreement.14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis and results of operations should be read in conjunction with the unaudited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this Report and reports included herein by reference. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, and (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources”. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Plan of Operation

We are in the business of operating a non-wagering, non-games of chance (such as poker, chess and backgammon), multi-platform, multiplayer and social software company. The Company has developed and recently began marketing and operating a non wagering internet gaming website by incorporating proprietary technologies that will provide players with streaming video, audio and messaging capabilities. We believe that these enhancements will dramatically enhance the players’ online gaming experiences. Management is not aware of any online games sites which offer players the ability to see one another and speak live during game play.

1715

Results of Operations

Comparison of Three Months Ended ~~June~~September 30, 2012 and 2011:

Revenues

During the three months ended ~~June~~September 30, 2012, we had revenues of $3543,~~833~~976 compared to no revenues for the three months ended ~~June~~September 30, 2011.

Selling, general and administrative expenses

Our selling, general and administrative expenses for the three months ended ~~June~~September 30, 2012 increased by $~~258~~153,~~856~~959, or approximately ~~130~~78%, to $~~458~~350,~~740~~350, as compared to selling, general and administrative expenses for the three months ended ~~June~~September 30, 2011 of $~~199~~196,~~884~~391. These expenses are comprised mainly of ~~prizes~~general and ~~marketing~~administrative ~~of $275,854, advertising~~ expenses of $34349,~~282,~~564 ~~computer consulting of $57,346~~ and ~~payroll~~depreciation expense of $~~51,600~~786.

Net loss

As a result of the foregoing, for the three months ended ~~June~~September 30, 2012, net loss was $~~784~~1,~~785~~496,609.

Net loss for the three-month period ended ~~June~~September 30, 2011 was $~~200~~471,~~669~~659. The increase was primarily due to financing costs and an increase in selling, general and administrative expenses. We had a derivative liability of $1,064,933 for the three-month period ended September 30, 2012.

Comparison of ~~Six~~Nine Months Ended ~~June~~September 30, 2012 and 2011:

Revenues

During the ~~six~~nine months ended ~~June~~September 30, 2012, we had revenues of $3579,~~833~~809 compared to revenues of $105,000 for the ~~six~~nine months ended ~~June~~September 30, 2011.

Selling, general and administrative expenses

Our selling, general and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2012 increased by $~~344~~503,~~392~~801, or approximately ~~109~~99%, to $~~660~~1,~~190~~012,110, as compared to selling, general and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2011 of $~~315~~508,~~798~~309. These expenses are comprised mainly of ~~prizes~~general and ~~marketing~~administrative ~~of $289,979, advertising~~ expenses of $~~109~~1,~~786~~009,753and ~~computer~~depreciation ~~consulting~~expense of $~~100~~2,~~446 and payroll of $83,200~~357.

Net loss

As a result of the foregoing, our net loss for the ~~six~~nine months ended ~~June~~September 30, 2012, ~~net loss~~ was $13,~~510~~006,~~377~~985.

Net loss for the ~~six~~nine-month period ended ~~June~~September 30, 2011 was $~~209~~680,~~167~~826. The increase was primarily due to financing ~~costsand~~costs and an increase in selling, general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

Our balance sheet as of ~~June~~September 30, 2012 reflects that we had $94,~~288~~114 cash on hand. On ~~June~~September 30, 2012, our total current liabilities was $23,~~148~~567,~~383 and a working capital deficiency was $2,118,071 compared to a working capital deficiency of $852,428on December 31, 2011~~417. We had a stockholders’ deficiency of $13,~~884~~273,~~735~~342 at ~~June~~September 30, 2012. ~~The increase in working capital deficiency and stockholders' deficiency was due to financing costs, selling, general and administrative expenditures during the six months ended June 30, 2012.~~

AsWe ofcurrently ~~June~~have ~~30, 2012 the company had~~ a total of $1,~~341~~566,000 owed to ~~ten~~nine entities and individuals, of which $416,000 are due upon demand and $~~925~~825,000 have specific due dates, ranging from September 15, 2012 through March ~~December 21~~11, ~~2012~~2013. During the ~~six~~quarter ~~months~~ ended ~~June~~September 30, 2012 the Company borrowed an ~~aggregate~~additional of $~~685~~225,000 of funds.

During July 2012 the Company borrowed $100,000 against the May 29, 2012 Note Purchase Agreement. This note is due on January 10, 2013. During August, 2012 the Company borrowed 50,000 against a Note Purchase Agreement dated August 9, 2012. The Note Purchase Agreement calls for intrest at 5%. per annum and each note issued pursuant to such agreement is payable within 5 months from the date of issuance or earlier from proceeds of a private offering or though a registration statement. As part of the August 9, 2012 Note Purchase Agreement the Company granted the lender 250,000 shares of common stock.16

Going Concern Consideration

~~The Company is a development stage Company.~~ For the period December 24, 2009 (date of inception) through ~~June~~September 30, 2012, the Company has had a net loss of $24,~~508~~005,~~565~~173. ~~Our~~As ~~independent~~of ~~auditor~~September 30, 2012, the Company has ~~expressed~~not ~~substantial~~emerged ~~doubt~~from ~~about~~the ~~our~~development ~~ability~~stage. toIn ~~continue~~view asof athese ~~going~~matters, ~~concern~~recoverability ~~and~~of ~~believes~~any ~~that~~asset ~~our~~amounts ~~ability~~shown in the accompanying financial statements is dependent onupon ~~our~~the Company's ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities from the sale of equity securities, and obtaining loans. The Company intends on financing its future development activities and its working capital needs largely from notes, loans and the sale of public equity securities, until such time that funds provided by operations, if ever, are sufficient to fund working capital requirements.

The Company believes that it will need approximately $3,600,000 to fund its expenses over the next twelve months. On a monthly basis, if the Company had these funds it would utilize, among other uses, approximately $125,000 for advertising and marketing, $100,000 for salaries and office expenses and $60,000 for software development. There can be no assurance that additional capital will be available to the Company. The Company currently has no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources of capital.

We cannot be certain that the required additional financing will be available or available on terms favorable to us. If additional funds are raised by the issuance of our equity securities, such as through the issuance and exercise of warrants, then existing stockholders will experience dilution of their ownership interest. If additional funds are raised by the issuance of debt or other equity instruments, we may be subject to certain limitations in our operations, and issuance of such securities may have rights senior to those of the then existing holders of common stock. If adequate funds are not available or not available on acceptable terms, we may be unable to fund expansion, develop or enhance services or respond to competitive pressures.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities as of the date of the financial statements and during the applicable periods. We base these estimates on historical experience and on other factors that we believe are reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions and could have a material impact on our financial statements.

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 material effect on our financial condition, results of operations or liquidity.

19ITEM 4. CONTROLS AND PROCEDURES

ITEM 3. CONTROLS AND PROCEDURES

A. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act are accumulated and communicated to management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") , as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with participation of our management, including our CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, the CEO and CFO concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act are recorded, processed, summarized and reported as and when required.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our officers in connection with the review of our financial statements as of June 30, 2012.17

Management believes any of the matters noted above could result in a material misstatement in our financial statements in future periods.

MANAGEMENT'S REMEDIATION INITIATIVES

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And. we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a full functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

Management believes that the appointment of one or more outside directors, who will be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented with the next 12 months. Additionally, we plan to test our updated controls and remediate our deficiencies by ~~November~~December 3031, 2012.

B. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:

There were no changes in our internal controls over financial reporting during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

2018

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~June~~August 1522, 2012, ~~in connection with~~ the ~~execution of certain modification agreements with each of Beth Englard and the L Frankel Irrv Childrens Trust, the~~ Company issued ~~100~~350,000 shares of its common stock to ~~each~~DCO ~~such~~Capital ~~lender~~Group, asLLC a ~~consideration~~Delaware ~~for~~limited ~~agreeing~~liability tocompany. ~~extend~~The ~~the~~issuance ~~maturity~~was ~~dates~~made ~~of outstanding promissory notes~~ in ~~the~~reliance ~~principal~~upon ~~amount~~an ofexemption ~~$25,000~~from ~~with~~registration ~~Englard~~provided ~~and~~under ~~$50,000~~Section ~~with~~4(2) of the ~~Trust,~~Securities ~~from~~Act ~~June~~of 151933, ~~2012~~as ~~to September 15, 2012~~amended.

On August 9, 2012 in connection with the issuance of a $50,000 note the Company issued 250,000 shares to Corporate Debt Consultants, LLC.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~None~~Not applicable

ITEM 4. MINE SAFETY DISCLOSURES

Not ~~Applicable~~applicable

ITEM 5. OTHER INFORMATION

None.

2119

ITEM 6. EXHIBITS

(a) Exhibits:

4.17		Fourth Amendment dated as of June 15, 2012 to the Note with Small Cap Consultants, Inc.
4.18		Fifth Amendment dated as of June 15, 2012 to the Note with Small Cap Consultants, Inc.
4.19		Promissory Note dated as of August 9, 2012 from Face Up Gaming Entertainment, Inc. to Corporate Debt Consultants LLC in the original principal amount of $50,000
10.21		Modification and Extension Agreement dated as of June15, 2012 with Beth Englard
10.22		Modification and Extension Agreement dated as of June 15, 2012 with L Frankel Irrv Children Trust
10.23		Modification and Extension Agreement dated as of June 15, 2012 with Small Cap Consultants, Inc.
10.24		Agreement dated as of August 9, 2012 between Face Up Gaming Entertainment, Inc. and Corporate Debt Consultants LL
31.1		Rule 13a-14(a)/15d-14(a) Certification (CEO)
32.1		Section 1350 Certification (CEO)

31.1	Rule 13a-14(a)/15d-14(a) Certification (CEO)

2232.1 Section 1350 Certification (CEO)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 16, 2012	By:	/s/ Felix Elinson
Date: November 19, 2012	By:	/s/ Felix Elinson
		Felix Elinson
		Name: Felix Elinson
		President and Chief Executive Officer
		Title: President and Chief Executive Officer (Principal Executive, Financial and Accounting Officer)
		(Principal Executive, Financial and Accounting Officer)

23 21

Face Up Entertainment Group, Inc. and Subsidiary

(f/k/a Game Face Gaming, Inc.)

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

Filing Compare · Face Up Entertainment Group, Inc.