UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended June 30, 2017
	For the quarterly period ended September 30, 2017
[ ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to __________
	Commission File Number: 333-193736

SocialPlay USA, Inc.

(Exact name of registrant as specified in its charter)

Nevada	46-4412037
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

8275 S. Eastern Avenue, Suite 200, Las Vegas NV 89123
(Address of principal executive offices)

(702) 430-2850
(Registrant’s telephone number)

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

Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No

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

[ ] Large accelerated filer

[ ] Non-accelerated filer

[ ] Accelerated filer

[X] Smaller reporting company
[ ] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 11,870,003 common shares as of ~~November~~December 221, 2017.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

Table of Contents

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	78
Item 4:	Controls and Procedures	79
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	910
Item 1A:	Risk Factors	910
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	910
Item 3:	Defaults Upon Senior Securities	910
Item 4:	Mine Safety Disclosures	910
Item 5:	Other Information	910
Item 6:	Exhibits	910

Table of Contents

~~PART~~ PlART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our ~~financial~~ financial statements included in this Form 10-Q are as follows:

F-1	Condensed Balance Sheets as of ~~June~~September 30, 2017 (unaudited) and December 31, 2016 (audited);
F-2	Condensed Statements of Operations for the Three and ~~Six~~Nine months ended ~~June~~September 30, 2017 and 2016 (unaudited);
F-3	Condensed Statements of Cash Flows for the ~~Six~~Nine Months ended ~~June~~September 30, 2017 and 2016 (unaudited);
F-4	Notes to Condensed Financial Statements.

Table of Contents

SocialPlay USA, Inc.

Condensed Balance Sheets

As of ~~June~~September 30, 2017 (unaudited) and December 31, 2016 (audited)

	June 30,			December 31,
	September 30,			December 31,
	2017			2016
	$			$
Current assets
Cash		312,455			2,865
Deposits for investments (note 5)		100,000			—
Total assets		~~100~~102,~~031~~455			2,865
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable		~~149~~144,~~647~~925			127,956
Accrued liabilities		2650,~~451~~134			60,391
Payable to related parties [note 9]		133,817			133,817
Total Current Liabilities		309,915			322,164
Convertible promissory notes [note 6]		33,402			—
Convertible promissory notes [note 6]		7,079			107,629
Total Current Liabilities		362,278			322,164
Convertible promissory notes [note 6]		—			107,629
Derivative Liabilities [note 6]		—			318,234
Total Liabilities		~~316~~362,~~994~~278			748,027
Stockholders' deficiency
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2017 and December 31, 2016 [note 7]		—			—
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively [note 7]		—			—
Common stock, $0.001 par value, 200,000,000 shares authorized, 11,870,003 and 11,820,003 shares issued and outstanding as of June 30, 2017 and December 31, 2016 [note 7]		11,870			11,820
Common stock, $0.001 par value, 200,000,000 shares authorized, 11,870,000 and 11,820,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016 [note 7]		11,870			11,820
Additional paid-in capital		1,~~261~~276,271			678,680
Shares to be issued [note 4 and 7]		348,000			228,000
Shares to be issued [notes 4 and 7]		348,000			228,000
Accumulated deficit		(1,~~838~~895,~~104~~964	)		(1,663,662	)
Total stockholders' deficiency		(~~216~~259,~~963~~823	)		(745,162	)
Total liabilities and stockholders' deficiency		~~100~~102,~~031~~455			2,865

~~F-1~~See accompanying notes

~~Table of Contents~~F-4

~~SocialPlay~~Table ~~USA,~~of ~~Inc.~~Contents

~~Condensed~~SocialPlay USA, ~~Statements of Operations~~Inc.

~~For~~Condensed Statements ~~the~~of ~~Three and Six Months ended June 30, 2017 and 2016 (unaudited)~~ Operations

	Three months		Three months			Six months			Six months
	ended June 30,		ended June 30,			ended June 30,			ended June 30,
	2017		2016			2017			2016
	$		$			$			$
REVENUE		—		—			—			—
EXPENSES
Legal and professional fees		14,388		13,994			23,984			27,057
Advertising and promotion		998		5,000			998			5,000
Consulting fees - Investor relations		17,329		97,088			47,958			232,587
Transfer agent fees		8,665		12,265			12,255			13,755
Directors' fees		—		7,500			—			15,000
Other operating expenses		14,294		1,195			24,672			1,340
Total operating expenses		55,674		137,042			109,867			294,739
Interest and bank charges		3,473		17,600			11,962			12,745
Licensing Fee [note 4]		120,000		—			120,000			—
Accretion expense		10,860		—			29,088			24,783
Gain on extinguishment of debt		(667,665)		—			(550,962)			(11,462)
Day-one derivative loss [note 6 and 7]		17,093		—			30,579			—
Change in fair value of derivatives [note 6 and 7]		291,521		19,591			423,908			7,493
Net (gain) loss for the year before income taxes		(169,044)		174,233			174,442			328,298
Income taxes		—		—			—			—
Net and comprehensive (gain) loss for the period		(169,044)		174,233			174,442			328,298
Gain (Loss) per share, basic and diluted		0.0143		(0.0148	)		(0.0148	)		(0.0279	)
Weighted Average Number of common shares outstanding		11,868,889		11,812,222			11,844,676			11,778,242

For the Three and Nine Months ended September 30, 2017 and 2016 (unaudited)

F-2

	Three months		Three months		Nine months		Nine months
	ended		ended		ended		ended
	September 30,		September 30,		September 30,		September 30,
	2017		2016		2017		2016
	$		$		$		$
REVENUE		—		—		—		—

EXPENSES
Legal and professional fees		4,262		9,306		28,246		36,363
Advertising and promotion		—		—		998		5,000
Consulting fees - Investor relations		—		1,000		47,958		233,587
Transfer agent fees		1,350		1,254		13,605		15,009
Directors' fees [note 9]		—		—		—		15,000
Other operating expenses		2,201		148		26,873		1,488
Total operating expenses		7,813		11,708		117,680		306,447

Forgiveness of debt [note 10]		—		(62,500)				(62,500)
Interest and bank charges		23,724		7,744		35,686		34,544
Licensing fees [note 4]		—		1,140,000		120,000		1,140,000
Accretion of discount on convertible notes		26,323		14,900		55,411		25,627
Gain on extinguishment of debt		—		—		(550,962)		(11,462)
Day-one derivative loss [notes 6 and 7]		—		—		30,579		—
Change in fair value of derivatives [notes 6 and 7]		—		6,444		423,908		13,937
Loss (Income) before income taxes		57,860		1,118,296		232,302		1,446,593

Income taxes				—				—
Net income (loss) for the period		(57,860)		(1,118,296)		(232,302)		(1,446,593	)

(Earnings) loss per share, basic and diluted		(0.0049)		(0.095)		(0.0196)		(0.1227	)

Weighted average number of common shares outstanding		11,870,003		11,820,003		11,853,245		11,792,161

~~Table~~See accompanying ~~of Contents~~notes

~~SocialPlay USA, Inc.~~F-5

~~Condensed~~Table ~~Statements~~ of ~~Cash Flows~~Contents

~~For the Three and Six Months ended June 30~~SocialPlay USA, ~~2017 and 2016 (unaudited)~~Inc.

	Six months			Six months
	ended June 30,			ended June 30,
	2017			2016
	$			$
OPERATING ACTIVITIES
Net loss for the period			(174,442		)	(328,298	)
Shares issued for services			24,000			133,500
Interest expense - accretion of convertible notes			29,088			24,783
Day-one derivative loss			30,579			—
Licensing fees [note 4]			120,000			—
Change in fair value of derivatives			423,908			7,493
Gain on extinguishment of debt			(550,962		)	(11,462)
Net change in non-cash working capital balances:
Prepaid expenses			—			26,210
Accounts payable and accrued liabilities			20,495			85,095
Cash used in operating activities			(77,334		)	(62,679	)
INVESTING ACTIVITIES
Deposits made for investments [note 5]			(100,000		)	—
Cash used in investing activities			(100,000		)	—
FINANCING ACTIVITIES
Proceeds from issuance of convertible promissory notes			174,500			62,950
Proceeds for stock receivable			—			—
Cash provided by financing activities			174,500			62,950
Net increase (decrease) in cash during the year			(2,834)			271
Cash, beginning of the period			2,865			69
Cash, end of period			31			340
Supplemental disclosure with respect to cash flows:
Cash paid for income taxes		—			—
Cash paid for interest		—			—

Condensed Statements of Cash Flows

~~F-3~~For the Nine Months ended September 30, 2017 and 2016 (unaudited)

Table of Contents

	Nine Months Ended			Nine Months Ended
	September 30,			September 30,
	2017			2016
		$			$
OPERATING ACTIVITIES
Net loss for the period		(232,302	)		(1,446,593	)
Shares issued for services		24,000			133,500
Accretion of discount on convertible notes		55,411			39,683
Day-one derivative loss [notes 6 and 7]		30,579			—
License fees [note 4]		120,000			1,140,000
Change in fair value of derivatives [notes 6 and 7]		423,908			13,937
Gain on extinguishment of debt		(550,962	)		(11,462)
Net change in non-cash working capital balances:
Prepaid expenses		—			26,210
Accounts payable and accrued liabilities		39,456			12,768
Cash used in operating activities		(89,910	)		(91,957	)
INVESTING ACTIVITIES
Deposits made for investments [note 5]		(100,000)			—
Cash used in investing activities		(100,000)			—
FINANCING ACTIVITIES
Proceeds from issuance of convertible promissory notes		189,500			91,950
Proceeds for stock receivable		—			—
Cash provided by financing activities		189,500			91,950
Net (decrease) increase in cash during the period		(410	)		(7	)
Cash, beginning of period		2,865			69
Cash, end of period		2,455			62
Supplemental disclosure with respect to cash flows:
Cash paid for income taxes		—			—
Cash paid for interest		—			—

~~SocialPlay~~See accompanying ~~USA, Inc.~~notes

~~Notes to Condensed Financial Statements~~F-6

AsTable of ~~June 30, 2017 (unaudited)~~Contents

~~Note~~SocialPlay USA, ~~1 – Nature of Operations~~Inc.

~~The Company was incorporated on December~~Notes 31, 2013 (Date of Inception) under the laws of the State of Nevada, as Artesanias Corp. (the “Company”). On June 12, 2015, the Board of Directors of the Company changed the name from Artesanias Corp. to ~~SocialPlay~~Condensed ~~USA,~~Financial Inc. to reflect the business focus of the Company. The Company plans to develop a business that provides marketing, monetization, and support services for the companies in gaming and mobile application markets. On January 10, 2017, the former majority shareholder sold 7,082,000 restricted shares of common stock to the Company’s current President and CEO, Robert Rosner, in a private transaction. As result of this transaction, a change in control of the company occurred.Statements

~~The Company has limited operations and is considered~~As toof beSeptember in30, ~~the~~2017 ~~development stage.~~(unaudited)

Note 1 2 – ~~Going~~Nature ~~Concern~~of Operations

The Company’s ~~unaudited~~was ~~interim condensed~~incorporated ~~financial~~on ~~statements~~December ~~are~~31, ~~prepared~~2013 ~~using~~(Date ~~generally~~of ~~accepted~~Inception) ~~accounting~~under ~~principles in~~ the ~~United~~laws ~~States~~ of ~~America applicable to a going concern which contemplates~~ the ~~realization~~State of ~~assets~~Nevada, ~~and~~as ~~liquidation~~Artesanias ofCorp. ~~liabilities in~~ (the ~~normal~~ ~~course of business. The~~ “Company ~~has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern~~”). ~~The~~On ~~Company~~June ~~has~~12, ~~an accumulated deficit of $1~~2015,~~838,104~~ ~~and~~the aBoard ~~working capital deficit~~ of ~~$209,884~~Directors as of ~~June~~the ~~30,~~Company ~~2017~~changed ~~($1,663,662~~the ~~and~~name ~~$319,299~~from ~~respectively,~~Artesanias asCorp. atto ~~December 31~~SocialPlay USA, ~~2016)~~Inc. ~~The~~to ~~ability~~reflect of the ~~Company~~ tobusiness ~~continue~~focus asof ~~a going concern is dependent on~~ the Company ~~obtaining adequate capital to fund operating losses until it becomes profitable~~. IfThe ~~the~~ Company isplans ~~unable~~ to ~~obtain~~develop ~~adequate~~a ~~capital,~~business itthat ~~could~~provides bemarketing, ~~forced~~monetization, and tosupport ~~cease~~services ~~operations.~~for Inthe ~~order to~~companies ~~continue~~in asgaming aand ~~going~~mobile ~~concern,~~application ~~the~~markets. ~~Company~~On ~~will~~January ~~need~~10, ~~among other things~~2017, ~~additional~~the ~~capital~~former ~~resources.~~majority ~~The Company is~~shareholder ~~contemplating~~sold ~~conducting~~7,082,000 anshares ~~offering~~ of ~~its~~common ~~debt~~stock ~~or equity securities~~ to ~~obtain~~the ~~additional operating capital. The~~ Company’s ~~is dependent~~current ~~upon~~President ~~its~~and ~~ability~~CEO, ~~and~~Robert ~~will continue to attempt~~Rosner, toin ~~secure~~a ~~equity~~private ~~and/or debt financing~~transaction. ~~There are no assurances~~ ~~that~~As ~~the~~result ~~Company~~of ~~will~~this betransaction, ~~successful~~a ~~and~~change ~~without~~in ~~sufficient~~control ~~financing~~of ~~it would be unlikely for~~ the ~~Company~~company ~~to continue as a going concern~~occurred.

The ~~ability of the~~ Company tohas ~~continue~~limited ~~as a~~operations ~~going~~and ~~concern~~ is ~~dependent~~considered ~~upon its ability~~ to ~~successfully~~be ~~accomplish the plans described~~ in the ~~preceding~~development ~~paragraph and eventually secure other sources of financing and attain profitable operations~~stage. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

Note 2 3 – ~~Summary~~Going ~~of Significant Accounting Policies~~Concern

~~Basis~~The Company’s unaudited interim condensed financial statements are prepared using generally accepted accounting principles in the United States of ~~Presentation~~America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has an accumulated deficit of $1,895,964 and a working capital deficit of $259,823 as of September 30, 2017 ($1,663,662 and $319,299 respectively, as at December 31, 2016). The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability ~~accompanying~~of ~~unaudited~~the ~~condensed~~Company ~~financial statements~~to ~~have~~continue ~~been~~as ~~prepared~~a ingoing ~~accordance~~concern ~~with~~is ~~accounting~~dependent ~~principles~~upon ~~generally~~its ~~accepted~~ability into ~~the~~successfully ~~United~~accomplish ~~States~~the ofplans ~~America (“US~~described ~~GAAP”)~~in ~~for~~the ~~interim~~preceding ~~financial~~paragraph ~~information~~ and ~~the~~eventually ~~rules~~secure ~~and~~other ~~regulations~~sources of ~~the~~financing ~~SEC~~ and ~~are~~attain ~~expressed~~profitable ~~in US dollars~~operations. ~~Accordingly, the~~The ~~unaudited condensed~~ accompanying financial statements do not include ~~all~~any ~~information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed financial statements reflect all~~ adjustments~~, consisting~~ ~~of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results~~ that ~~may~~might be ~~expected~~necessary ~~for~~if the ~~year~~Company ~~ending~~is ~~December~~unable ~~31,~~to ~~2017~~continue oras ~~for~~a ~~any~~going ~~other interim period~~concern. ~~The~~ ~~unaudited~~These ~~condensed~~ financial statements ~~should~~do benot ~~read~~include inany ~~conjunction~~adjustments ~~with~~relating to the ~~audited~~recoverability ~~financial~~and ~~statements~~classification of ~~the~~recorded ~~Company and~~asset ~~the~~amounts, ~~notes~~or ~~thereto~~amounts asand classification of ~~and~~liabilities ~~for~~that ~~the~~might ~~year~~result ~~ended~~from ~~December~~this ~~31, 2016~~uncertainty.

~~F-4~~Note 3 – Summary of Significant Accounting Policies

~~Table~~ Basis of ~~Contents~~Presentation

~~SocialPlay~~The accompanying ~~USA~~unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and the rules and regulations of the SEC and are expressed in US dollars. Accordingly, ~~Inc~~the unaudited condensed financial statements do not include all information and footnotes required by US GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal recurring adjustments, considered necessary for a fair presentation. Interim operating results are not necessarily indicative of results that may be expected for the year ending December 31, 2016 or for any other interim period. The unaudited condensed financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2016.

~~Notes to Condensed Financial Statements~~F-7

AsTable of ~~June 30, 2017 (unaudited)~~Contents

~~Note 3 – Summary of Significant Accounting~~SocialPlay ~~Policies~~USA, ~~(continued)~~Inc.

~~Use~~Notes to ofCondensed ~~Estimates~~Financial Statements

~~The preparation of the interim condensed financial~~As ~~statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~ ~~and~~September liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include valuation of derivatives30, ~~valuation~~2017 allowance for deferred tax assets, accruals and going concern assessment. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates.(unaudited)

~~Recently~~Note 3 ~~Issued~~– Summary of Significant Accounting ~~Standards~~Policies (continued)

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

~~On April 7, 2016, the FASB issued ASU No. 2016-03,~~Certain ~~“Interest - Imputation~~ of ~~Interest (Subtopic 835-30): Simplifying~~ the ~~Presentation~~prior ofperiod ~~Debt~~figures ~~Issuance~~have ~~Costs”.~~been ~~The~~reclassified ~~amendments in this ASU require that debt issuance costs related~~ to aalign ~~recognized~~with ~~debt~~Management’s ~~liability~~current beview ~~presented in the balance sheet as a direct deduction from the carrying amount~~ of ~~that debt liability, consistent with debt discounts and~~ the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments apply to all companies and are effective for public business entities in annual periods ending after December 15, 2016, and interim periods within those fiscal years, with early application permitted. The Company’s ~~is currently evaluating the impact of this accounting standard on its financial statements~~operations.

~~In July, 2017, the Financial Accounting Standards~~Use ~~Board (“FASB”) issued Accounting Standards Update No. 2017-11 (“ASU 2017-11”), which addressed accounting for (I) certain financial instruments with down round features and (II) replacement~~ of the indefinite deferral for mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests with a scope exception. The main provisions of Part I of ASU 2017-11 is to “change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS.” Under previous US GAAP, warrants with a down round feature are not being considered indexed to the entity’s own stock, which results in classification of the warrant as a derivative liability. Under ASU 2017-11, the down round feature qualifies for a scope exception from derivative treatment. ASU 2017-11 is effective for public companies as of December 15, 2018 and interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period, with adjustments reflected as of the beginning of the fiscal year. The Company does not have any outstanding financial instruments with down round features as of June 30, 2017.Estimates

~~F-5~~The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Areas involving significant estimates and assumptions include valuation of derivatives, valuation allowance for deferred tax assets, accruals and going concern assessment. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known. Actual results could materially differ from those estimates.

~~Table~~Recently Issued ofAccounting ~~Contents~~Standards

~~SocialPlay~~The Company ~~USA~~evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, ~~Inc~~results of operations or cash flows of the Company.

~~Notes to Condensed Financial Statements~~F-8

AsTable of ~~June 30, 2017 (unaudited)~~Contents

~~Note~~SocialPlay USA, ~~4 – Licensing Fees~~Inc.

~~Pursuant to Exclusive License Agreement dated~~Notes ~~May 21, 2015 with a related party, the Company acquired an exclusive license~~ to ~~develop,~~Condensed ~~market~~Financial and sell products and services based upon any and all intellectual property. The initial term of this Agreement was five years. This Agreement may be renewed for an additional five year term upon written notice to be given by the Company no later than thirty days prior to the expiration of the initial term. On May 21, 2015, in consideration for the license granted hereunder, the Company issued 1,000,000 (200,000 after reverse split) shares of common stock. In addition, the Company shall issue 1,000,000 (200,000 after reverse split) shares of common stock on or before each anniversary of this Agreement for so long as it shall remain in effect. The Company also agreed to make payments totaling $120,000 through an agreed payment schedule.Statements

As ~~technological feasibility has not been achieved,~~ ~~the Company recognizes expense at the end~~ of ~~each~~September ~~anniversary (triggering event) for the shares to be issued~~30, ~~the~~2017 ~~fair value of which to be determined based on the market price of the share on anniversary day as further explained in note 7 to the financial statements.~~(unaudited)

~~The Company has recorded 400,000 common shares~~Note to4 be– ~~issued~~Licensing ~~and the related license fee expense as explained in Note 7.~~Fees

~~Note~~Pursuant to 5Exclusive –License ~~Deposit~~Agreement dated May 21, 2015 with a related party, the Company acquired an exclusive license to develop, market and sell products and services based upon any and all intellectual property. The initial term of this Agreement was five years. This Agreement may be renewed for ~~Investment~~an additional five year term upon written notice to be given by the Company no later than thirty days prior to the expiration of the initial term. On May 21, 2015, in consideration for the license granted hereunder, the Company issued 1,000,000 (200,000 after reverse split) shares of common stock. In addition, the Company shall issue 1,000,000 (200,000 after reverse split) shares of common stock on or before each anniversary of this Agreement for so long as it shall remain in effect. The Company also agreed to make payments totaling $120,000 through an agreed payment schedule.

OnAs technological ~~March~~feasibility ~~11,~~has ~~2017~~not been achieved, the Company ~~entered~~recognizes ~~into a~~expense ~~binding~~at ~~Letter~~the end of ~~Intent~~each anniversary (~~LOI~~triggering event) for ~~with~~the ashares ~~certain company. The LOI contemplates provision of an option~~ to ~~the~~be ~~Company~~issued, tothe ~~purchase 100%~~fair ~~equity~~value of ~~such~~which ~~company.~~to ~~The~~be ~~Company~~determined ~~has~~based ~~made~~on ~~a deposit of $50,000 as~~ the ~~first~~market ~~stage~~price inof the ~~acquisition,~~share ~~however,~~on noanniversary ~~formal~~day ~~and~~as ~~definitive~~further ~~acquisition~~explained ~~agreement~~in ~~has~~note ~~been~~7 ~~entered~~to ~~into~~the ~~yet~~financial statements.

~~On May 30, 2017, the Company entered into a binding LOI with a certain corporation.~~ The ~~LOI contemplates acquisition of a 33% ownership interest in the corporation for an~~ ~~agreed total purchase price. The~~ Company has ~~made~~recorded ~~a deposit of $50~~400,000 ascommon ~~the~~shares ~~first~~to ~~stage~~be inissued and the ~~acquisition,~~related ~~however,~~license nofee ~~formal and~~expense ~~definitive~~as ~~acquisition~~explained ~~agreement~~in ~~has~~Note ~~been entered into yet~~7.

~~When the Company signs definitive acquisition~~Note ~~agreements,~~5 ~~the~~– ~~above~~Deposits ~~two~~for ~~deposits will be treated as investments under the guidance available in US GAAP.~~Investment

~~Note~~On March 611, –2017, ~~Convertible~~the ~~Promissory~~Company ~~Notes~~entered into a binding Letter of Intent (LOI) with a certain company. The LOI contemplates provision of an option to the Company, to purchase 100% equity of such company. The Company has made a deposit of $50,000 as the first stage in the acquisition, however, no formal and ~~Derivative~~definitive ~~Liabilities~~acquisition agreement has been entered into yet.

On May 30, 2017, the Company entered into a binding LOI with a certain corporation. The ~~outstanding~~LOI ~~convertible~~contemplates ~~promissory~~acquisition ~~notes~~of a 33% ownership asinterest atin ~~June~~the ~~30,~~corporation ~~2017~~for ~~represent~~an ~~obligations~~agreed total purchase price. The Company has made a deposit of $50,000 as the ~~Company~~first tostage ~~CMGT~~in the ~~Inc.~~acquisition, ~~(CMGT)~~however, no formal and definitive acquisition agreement has been entered into yet.

~~On January 11, 2016,~~ When the Company ~~consolidated all~~signs ofdefinitive ~~its~~acquisition ~~obligations to CMGT under a single Convertible Promissory Note due June 1~~agreements, ~~2018 (~~the ~~“Note”)~~above ~~and~~two ~~recognized gain~~deposits onwill ~~extinguishment~~be oftreated ~~debt~~as ~~amounting~~investments tounder ~~$11,462. The Note bears interest at a rate of ten percent (10%) per year, with all principal and interest due on or before June 1, 2018. Under~~ the ~~Note, the Company is obligated to pay quarterly payments of interest~~guidance ~~only~~available ~~commencing March 31, 2016. The Company may prepay the Note~~ in ~~whole~~US ~~or in part without penalty~~GAAP. CMGT’s right to convert is limited such that no conversion can be made which would result in CMGT or its affiliates owning more than 4.99% of the issued and outstanding common stock of the Company following the conversion.

~~Effective February 17, 2017, the Company~~Note ~~entered~~6 ~~into~~– ~~a First Amendment to~~ Convertible Promissory ~~Note~~Notes (the “Amendment”) with CMGT. Under the Amendment, the Company modified the conversion feature of the Note so that the conversion price for all amounts owing thereunder is now $0.10 per share of common stock. In addition, the Amendment waives the Company’s prior defaults in payment of interest under the Note in the amount of $44,289, and ~~adds~~Derivative such sum to the principal balance of the Note. The Company is now required to make quarterly interest payments commencing September 30, 2017. The amendment resulted in the extinguishing of the old notes and re-issuance according to the new terms and discounts.Liabilities

~~On April 28, 2017 the Company made an~~The ~~amendment~~outstanding onconvertible ~~all~~promissory ~~its outstanding~~ notes ~~having~~as ~~face~~at ~~value~~September ~~of $436~~30,~~141,~~ ~~removing~~2017 ~~all~~represent ~~dilutive~~obligations ~~and~~of ~~reset~~the ~~provisions~~Company ~~from~~to ~~these notes,~~CMGT ~~therefore ending derivative treatment~~Inc. ~~The notes issued subsequent to amendment did not require derivative valuations~~(CMGT).

~~F-6~~On January 11, 2016, the Company consolidated all of its obligations to CMGT under a single Convertible Promissory Note due June 1, 2018 (the “Note”) and recognized gain on extinguishment of debt amounting to $11,462. The Note bears interest at a rate of ten percent (10%) per year, with all principal and interest due on or before June 1, 2018. Under the Note, the Company is obligated to pay quarterly payments of interest only commencing March 31, 2016. The Company may prepay the Note in whole or in part without penalty. CMGT’s right to convert is limited such that no conversion can be made which would result in CMGT or its affiliates owning more than 4.99% of the issued and outstanding common stock of the Company following the conversion.

~~Table~~Effective February 17, 2017, the Company entered into a First Amendment to Convertible Promissory Note (the “Amendment”) with CMGT. Under the Amendment, the Company modified the conversion feature of ~~Contents~~the Note so that the conversion price for all amounts owing thereunder is now $0.10 per share of common stock. In addition, the Amendment waives the Company’s prior defaults in payment of interest under the Note in the amount of $44,289, and adds such sum to the principal balance of the Note. The Company is now required to make quarterly interest payments commencing September 30, 2017. The amendment resulted in the extinguishing of the old notes and re-issuance according to the new terms and discounts.

~~SocialPlay~~On April ~~USA~~28, ~~Inc~~2017 the Company made an amendment on all its outstanding notes having face value of $436,141, removing all dilutive and reset provisions from these notes, therefore ending derivative treatment. The notes issued subsequent to amendment did not require derivative valuations.

~~Notes~~Post amendment, the Company carried out beneficial conversion feature analysis of all the notes and concluded that based on the intrinsic value of these notes, 100% face value of the above notes of $558,641 were transferred to ~~Condensed~~additional ~~Financial~~paid-in-capital ~~Statements~~and these notes are being amortized using an effective interest rate over the term of these notes.

~~As of June 30, 2017 (unaudited)~~ F-9

~~Note~~Table 6of ~~– Convertible Promissory Notes and Derivative Liabilities (continued)~~ Contents

~~Post amendment, the Company carried out beneficial~~SocialPlay ~~conversion feature analysis of all the notes and concluded that based on the intrinsic value of these notes~~USA, ~~100% face value of the above notes of $558,641 were transferred to additional paid-in-capital and these notes are being amortized using an effective interest rate over the term of these notes~~Inc.

~~The movement in convertible notes principal~~Notes ~~amount,~~to ~~accreted~~Condensed ~~value~~Financial ~~of notes and derivative liabilities are detailed below:~~ Statements

	Face value of notes		Accreted value of notes			Derivative liabilities
		$		$			$
Balances as at December 31, 2016		351,397		107,629			318,234
Issuance of notes during Q1 2017		37,000		2,247			34,753
Conversion of accrued interest		32,744		32,744			—
Day-one derivative losses		—		—			13,486
Adjustment of unamortized discount on extinguishment		—		(148,697	)		148,697
Loss on extinguishment of debt		—		—			116,703
Accretion expense		—		18,228			—
Change in fair value of derivatives		—		—			132,387
Balances as at March 31, 2017		421,141		12,151			764,260
Pre-Amendment (End of Derivatives)
Issuance of note		15,000		—			—
Full discount recognized on the note		—		—			15,000
Day-one derivative loss on the note		—		—			17,093
Change in fair value of derivatives		—		—			291,521
Accretion expense		—		3,781			—
Balance, pre-amendment		436,141		15,932			1,087,874
Transfer due to end of derivatives		—		420,209			(420,209	)
Gain on extinguishment		—		—			(667,665	)
Balance, post-amendment		436,141		436,141			—
Issuances of notes after amendment		122,500		122,500			—
Beneficial conversion features – Transferred to equity		—		(558,641	)		—
Accretion expense		—		7,079			—
Balances as at June 30, 2017		558,641		7,079			—

As of September 30, 2017 (unaudited)

The ~~Company recognized interest expense of~~ ~~$3,473~~movement ~~during~~in ~~the~~convertible ~~quarter~~notes ~~ended~~principal ~~June 30~~amount, ~~2017~~accreted ~~(June~~value ~~30, 2016: $17,600). As~~ of ~~June~~notes ~~30,~~and ~~2017,~~derivative ~~accrued~~liabilities ~~interest~~are ~~was~~detailed ~~$4,736 (December 31, 2016~~below: ~~$27,805).~~

F-7

	Face value of notes		Cumulative discount on notes	Accreted value of notes			Derivative liabilities
		$	$		$			$
Balances as at December 31, 2016		351,397	—		107,629			318,234
Issuance of notes during Q1 2017		37,000	—		2,247			34,753
Conversion of accrued interest		32,744	—		32,744			—
Day-one derivative losses		—	—		—			13,486
Adjustment of unamortized discount on extinguishment		—	—		(148,697	)		148,697
Loss on extinguishment of debt		—	—		—			116,703
Accretion expense		—	—		18,228			—
Change in fair value of derivatives		—	—		—			132,387
Balances as at March 31, 2017		421,141			12,151			764,260
*Pre-Amendment (End of Derivatives)*
Issuance of note		15,000	—		—			—
Full discount recognized on the note		—	—		—			15,000
Day-one derivative loss on the note		—	—		—			17,093
Change in fair value of derivatives		—	—		—			291,521
Accretion expense		—	—		3,781			—
*Balance, pre-amendment*		436,141	—		15,932			1,087,874
Transfer due to end of derivatives		—	—		420,209			(420,209	)
Gain on extinguishment		—	—		—			(667,665	)
*Balance, post-amendment*		436,141	—		436,141			—
Issuances of notes after amendment		137,500	—		137,500			—
Beneficial conversion feature – Transferred to equity		—	573,641		(573,641	)		—
Accretion expense		—	(33,402)		33,402			—
Balances as at September 30, 2017		573,641	540,239		33,402			—

~~Table~~The Company recognized interest expense of ~~Contents~~$14,397 during the quarter ended September 30, 2017 (September 30, 2016: $17,600). As of September 30, 2017, accrued interest was $31,698 (December 31, 2016: $27,805).

~~SocialPlay~~Effective April ~~USA~~28, ~~Inc~~2017, the Company entered into a second amendment of Convertible Promissory Note. As a result of the amendment, derivative treatment has ended.

~~Notes~~Prior to the amendment on April 28, 2017, the multinomial lattice model was used to ~~Condensed~~value ~~Financial~~the ~~Statements~~convertible notes and the embedded derivative liabilities at issuance and period end date, using the following assumptions:

As of June 30, 2017 (unaudited)

Assumptions
Dividend yield	0.00	%
Risk-free rate for term	1.01% - 1.07	%
Volatility	284.6% - 285.4	%
Remaining terms (years)	1.09 to 1.11
Stock price ($ per share)	0.60-0.75

~~Note 6 – Convertible Promissory Notes and Derivative Liabilities (continued)~~F-10

~~Prior~~Table toof the amendment on April 28, 2017, the multinomial lattice model was used to value the convertible notes and the embedded derivative liabilities at issuance and period end date, using the following assumptions:Contents

Assumptions
Dividend yield	0.00	%
Risk-free rate for term	1.01% - 1.07	%
Volatility	284.6% - 285.4	%
Remaining terms (years)	1.09 to 1.11
Stock price ($ per share)	0.60-0.75

SocialPlay USA, Inc.

~~Effective April 28, 2017, the Company entered~~Notes ~~into~~to aCondensed ~~second~~Financial ~~amendment of Convertible Promissory Note. As a result of the amendment, derivative treatment has ended~~Statements

~~Note~~As of 7September –30, ~~Stockholders’~~2017 ~~Deficiency~~(unaudited)

~~Authorized:~~Note 7 – Stockholders’ Deficiency

~~The Company is authorized to issue up to 200,000,000 shares of its $0.001 par value common stock and up to 100,000,000 shares of its $0.001 par value preferred stock.~~Authorized:

~~On March 15, 2017, the~~ The Company ~~designated~~is ~~a new~~authorized ~~class~~to ofissue ~~Series~~up Ato ~~Preferred Stock. Series A Preferred Stock consists of 10~~200,000,000 shares, ~~par~~of ~~value~~its $0.001 ~~per~~par ~~share. Series A Preferred stock has no stated~~ value, ~~ranks pari passu with our~~ common stock ~~upon liquidation,~~ and ~~has~~up ~~no special dividend rights. Shares of Series A Preferred Stock are convertible~~ to ~~common stock~~100, ~~at the option of the holder~~000,000 ~~at a rate of 20~~ shares of ~~common~~its ~~stock~~$0.001 ~~for~~par ~~each~~value ~~share of~~ preferred stock. Shares of Series A Preferred Stock may be voted on an as-of-converted basis on all matters submitted to the vote or consent of the holders of our common stock. The Company has not issued any shares of Series A Preferred Stock at this time.

~~Issued~~On March 14, 2017, the Company designated a new class of Series A Preferred Stock. Series A Preferred Stock consists of 10,000,000 shares, par value $0.001 per share. Series A Preferred stock has no stated value, ranks pari passu with our common stock upon liquidation, and ~~outstanding:~~has no special dividend rights. Shares of Series A Preferred Stock are convertible to common stock, at the option of the holder, at a rate of 20 shares of common stock for each share of preferred stock. Shares of Series A Preferred Stock may be voted on an as-of-converted basis on all matters submitted to the vote or consent of the holders of our common stock. The Company has not issued any shares of Series A Preferred Stock at this time.

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

OnDuring the ~~February~~year 25ended December 31, ~~2015~~2014, the Company ~~executed a~~sold 1221,600,000 ~~for~~(4,320,000 1after ~~forward~~reverse ~~stock~~ split) ~~of issued~~ shares of ~~common~~its ~~stock~~$0.001 ~~Further,~~par onvalue ~~July 27, 2015, the Company effectuated a 1 for 5 reverse~~common stock ~~split.~~in ~~The~~a ~~accompanying~~registered ~~condensed~~public ~~financial~~offering ~~statements have been retrospectively adjusted~~ for ~~all~~total ~~periods~~cash ~~presented~~proceeds ~~to reflect the effect~~ of ~~the forward and reverse stock split~~$27,000.

On February ~~July 1~~25, 2015, the Company ~~issued~~executed a 12 for 1~~,000,000 (200,000~~ ~~after~~forward ~~reverse~~stock split) of issued shares of common stock. ~~pursuant~~Further, toon ~~Exclusive~~July ~~License Agreement dated May 21~~27, 2015, asthe ~~explained~~Company ~~in note~~effectuated 4a to1 ~~the~~for ~~interim~~5 ~~condensed~~reverse ~~financial~~stock ~~statements~~split.

~~On February 17, 2016, the Company issued 50,000~~The ~~shares~~accompanying ofcondensed ~~common~~financial ~~stock~~statements tohave ~~Ten~~been ~~West~~retrospectively ~~Holdings,~~adjusted ~~Inc. as consideration~~ for ~~corporate~~all ~~advisory~~periods ~~services~~presented ~~amounting~~ to ~~$56,000~~reflect ~~pursuant~~the effect toof ~~agreement~~the ~~dated~~forward ~~November~~and ~~16,~~reverse ~~2015.~~stock ~~All services have been performed as of February 16, 2016~~split.

~~F-8~~On July 1, 2015, the Company issued 1,000,000 (200,000 after reverse split) shares of common stock pursuant to Exclusive License Agreement dated May 21, 2015 as explained in note 4 to the interim condensed financial statements.

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

~~SocialPlay~~On April ~~USA~~15, 2016, the Company issued 50,000 shares of common stock to Ten West Holdings, Inc. as consideration for corporate advisory services amounting to $77,500 pursuant to agreement dated March 9, 2016. All services have been performed as of June 10, 2016.

~~Notes~~On February 8, 2017, the Company agreed to ~~Condensed~~issue ~~Financial~~50,000 ~~Statements~~shares of common stock to Ten West Holdings, Inc. as consideration for corporate advisory services pursuant to agreement dated February 8, 2017 for a term of three months. The fair value of the shares amounting to $24,000 was determined based on the market price of $0.48 per share on the date of agreement. The Company recognized the entire amount as consulting expense during the period. The shares were issued on April 3, 2017.

As at ofSeptember ~~June~~ 30, 2017 and December 31, 2016, there were 11,870,003 (~~unaudited~~7,333,000 restricted shares) and 11,820,003 (7,383,000 restricted shares) (after stock split) shares of common stock respectively, issued out of the authorized 200,000,000 common shares.

~~Note~~Shares to 7be ~~– Stockholders’ Deficiency (continued)~~issued:

~~Issued~~As at ~~and~~September ~~outstanding~~30, 2017, shares to be issued amounting to $348,000 (~~continued~~400,000 shares) comprise of:

OnDuring the ~~April~~year 15ended December 31, 2016, the Company ~~issued~~ ~~50,000~~recognized ~~shares~~as ofexpense ~~common~~licensing ~~stock~~fee toof ~~Ten~~$228,000 ~~West~~representing ~~Holdings,~~the ~~Inc.~~fair asvalue ~~consideration~~of ~~for~~additional 1,000,000 ~~corporate~~(200,000 ~~advisory~~after ~~services~~reverse ~~amounting~~split) shares to ~~$77,500 pursuant~~be toissued under the agreement ~~dated~~(as ~~March~~explained 9,in ~~2016.~~Note ~~All~~4) ~~services~~, ~~have~~valued ~~been~~at ~~performed~~the asmarket price of ~~June~~$1.14 ~~10,~~per ~~2016~~share.

OnDuring the ~~February~~period 8ended September 30, 2017, the Company ~~agreed~~ torecognized ~~issue~~as ~~50,000~~expense ~~shares~~licensing fee of ~~common stock to Ten West Holdings~~$120,000 ~~Inc.~~representing asthe ~~consideration~~fair ~~for~~value ~~corporate advisory services pursuant~~of toadditional ~~agreement dated February 8~~200,000 ~~2017~~shares ~~for~~to abe ~~term~~issued ofunder ~~three~~the ~~months.~~agreement ~~The~~(as ~~fair~~explained ~~value~~in ofNote ~~the~~4) ~~shares amounting to $24~~,~~000~~ ~~was~~valued ~~determined based~~at on the market price of $0.486 per share ~~on the date of agreement. The Company recognized the entire amount as consulting expense~~ ~~during the period. The shares were issued~~ on ~~April~~May 319, 2017.

~~As at June 30, 2017 and December 31, 2016,~~Note ~~there~~8 ~~were~~– ~~11,870,003 (7,333,000 restricted shares) and 11,820,003 (7,383,000 restricted shares) (after stock split) shares of common stock respectively, issued out of the authorized 200,000,000 common shares.~~Commitment

~~Shares~~The Company has commitment to beissue ~~issued:~~200,000 (after stock split) shares of common stock on or before each anniversary pursuant to Exclusive License Agreement dated May 21, 2015 as explained in note 4 to the condensed financial statements.

~~As at June 30, 2017, shares to be issued amounting~~Note to9 ~~$348,000~~– ~~(400,000~~Related ~~shares)~~Party ~~comprise of:~~Transactions

~~During~~Other than ~~the~~disclosed ~~year~~elsewhere ~~ended~~in ~~December~~the ~~31,~~condensed ~~2016~~financial statements, the ~~Company~~ ~~recognized~~only asrelated ~~expense~~party ~~licensing~~transaction ~~fee~~during ~~of $228,000 representing~~ the ~~fair~~nine ~~value~~months ofended September ~~additional 1~~30,~~000,000~~ ~~(200,000~~2017 ~~after~~and ~~reverse split)~~2016 ~~shares~~is todirectors’ befees ~~issued~~of ~~under~~$nil ~~the~~and ~~agreement~~$15,000 ~~(as~~respectively. ~~explained~~Director infees ~~Note~~of 4) $15,000 ~~valued~~relate atto ~~the~~a ~~market~~former director, ~~price~~who ofresigned ~~$1.14~~in ~~per~~the ~~share~~previous year.

During the period ended June 30, 2017, the Company recognized as expense licensing fee of $120,000 representing the fair value of additional 200,000 shares to be issued under the agreement (as explained in Note 4) , valued at the market price of $0.6 per share on May 19, 2017.F-11

~~Note~~Table 8of ~~– Commitment~~Contents

~~The Company has commitment to issue 200,000~~SocialPlay ~~(after stock split) shares of common stock on or before each anniversary pursuant to Exclusive License Agreement dated May 21~~USA, ~~2015~~ ~~as explained in note 4 to the condensed financial statements~~Inc.

~~Note~~Notes to 9Condensed –Financial ~~Related Party Transactions~~Statements

~~Other than disclosed elsewhere in the condensed~~As ~~financial~~of ~~statements,~~September ~~the only related party transaction during the six months ended June~~ 30, 2017 ~~and 2016 is directors’ fees of $nil and $15,000 respectively. Director fees of $15,000 relate to a former director, who resigned in the previous year.~~(unaudited)

~~Accounts payable and accrued liabilities include~~Note ~~the~~9 ~~following~~– ~~balances,~~Related ~~which~~Party ~~are~~Transactions ~~unsecured, non-interest bearing and have no set repayment term, owed to related parties:~~(continued)

	June 30		December 31
	2017		2016
Owed to a former director for director fees		50,750		50,750
Owed to a related party for license agreement [Note 4]		83,067		83,067
		133,817		133,817

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

F-9

	September 30		December 31
	2017		2016
Owed to a former director for director fees		50,750		50,750
Owed to a related party for license agreement [note 4]		83,067		83,067
		133,817		133,817

~~Table~~Note 10 – Forgiveness of ~~Contents~~Debt

~~SocialPlay~~On August ~~USA~~22, ~~Inc~~2016, the Company entered into a severance and mutual release agreement with a former President, CEO and Director. The Company made a severance payment in the amount of $10,000 and both the Company and the former President provided mutual general releases of any liability. As a result of the said agreement, the amount of $62,500 owed to the former President was written back.

~~Notes~~Note 11 to– ~~Condensed~~Subsequent ~~Financial Statements~~Events

AsThe Company’s ofmanagement ~~June~~has 30evaluated subsequent events up to December 1, 2017 (the date the unaudited) condensed financial statements were issued, pursuant to the requirements of ASC Topic 855 and has determined that there are no material subsequent events to report.

~~Note 10 – Subsequent Events~~F-12

~~The~~Table ~~Company’s management has evaluated subsequent events up to November 22, 2017 the date the unaudited condensed financial statements were issued, pursuant to the requirements~~ of ~~ASC Topic 855 and has determined that there are no material subsequent events to report.~~Contents

~~F-10~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Table of Contents~~Forward-Looking Statements

~~Item~~Certain statements, 2other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” ~~Management’s~~These ~~Discussion~~forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and ~~Analysis~~similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of ~~Financial~~future ~~Condition~~plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and ~~Results~~future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of ~~Operations~~capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

~~Forward-Looking~~Management’s Discussion ~~Statements~~and Analysis of Financial Condition and Results of Operations

~~Certain statements, other than purely historical~~Company information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.Overview

~~Management’s~~We were ~~Discussion~~incorporated ~~and~~in ~~Analysis~~the State of Nevada on December 31, 2013 as Artesanias Corp. Our original business plan involved distribution of ~~Financial~~the ~~Condition~~arts and ~~Results~~crafts of ~~Operations~~the indigenous tribes of Panama via the Internet. On January 20, 2015, we underwent a change in control when our former majority shareholder and sole officer, Jose Soto, sold his controlling interest and resigned after appointing our current CEO and Director, Chitan Mistry, and our former CFO and Director, Lucie Lettelier. Following the change in control, we are no longer pursuing our original business plan. On June 12, 2015, the Board of Directors of the Company changed the name from Artesanias Corp. to SocialPlay USA, Inc. to reflect the business focus of the Company.

~~Company~~On April ~~Overview~~27, 2015, we entered into an Exclusive License Agreement (the “Agreement”) with Social Play, Inc. (“Social Play”). Under the Agreement, we have been granted the exclusive rights within the U.S. and Canada to develop, market and sell products and services based upon Social Play’s patent-pending “SP Cloud Goods” system. SP Cloud Goods is cloud-based game hosting and management system where video game developers can add and remove virtual goods from the game, manage players, manage virtual store pricing, and view vital game and player statistics. Using this system, game developers can affect their games in real-time, without the need to rebuild or republish the game. The SP Cloud Goods intellectual property also includes a system for game developers to collect payments for virtual goods sold to players in their games, as well as a marketplace component that will allow advertisers and game developers to choose where, when, and how advertisements are placed in games. The system will also facilitate the transfer of funds from advertisers to game developers.

WeThe Agreement ~~were~~runs ~~incorporated~~for inan ~~the~~initial ~~State~~term of ~~Nevada on~~five ~~December~~(5) 31years, ~~2013~~with asan ~~Artesanias~~optional ~~Corp. Our~~extension ~~original~~for ~~business~~an ~~plan~~additional ~~involved~~five ~~distribution~~years. ofIn ~~the~~consideration for ~~arts and crafts of~~ the ~~indigenous tribes~~license, ofwe ~~Panama~~agreed ~~via~~to ~~the~~issue ~~Internet.~~Social OnPlay ~~January 20~~1,000,000 ~~2015~~(200,000 weafter ~~underwent~~reverse asplit) ~~change~~shares inof ~~control~~common ~~when~~stock ~~our~~and ~~former~~an ~~majority shareholder and~~additional ~~sole officer~~1,000,000 ~~Jose Soto~~(200,000 ~~sold his controlling interest and resigned~~ after ~~appointing~~reverse ~~our~~split) ~~current~~shares ~~CEO~~on ~~and~~each ~~Director,~~anniversary ~~Chitan~~of ~~Mistry, and~~the ~~our~~Agreement ~~former~~for ~~CFO~~so ~~and~~long ~~Director,~~as ~~Lucie~~it ~~Lettelier.~~is ~~Following the change~~ in ~~control~~effect. Further, we agreed ~~are~~to nomake ~~longer~~cash ~~pursuing~~payments ~~our~~to ~~original~~Social ~~business plan.~~Play Onin ~~June 12, 2015,~~ the ~~Board~~total ofamount ~~Directors~~ of ~~the~~$120,000, ~~Company~~payable ~~changed~~in ~~the~~monthly ~~name~~payments ~~from~~of ~~Artesanias~~not ~~Corp.~~less tothan ~~SocialPlay USA~~$20, ~~Inc. to~~000 ~~reflect~~until ~~the~~paid ~~business~~in ~~focus of the Company~~full.

On ~~April 27, 2015, we entered into an Exclusive~~ ~~License~~August ~~Agreement (the “Agreement”) with Social Play~~22, ~~Inc. (“Social Play”). Under the Agreement~~2016, ~~we have been granted~~ the ~~exclusive~~board ~~rights~~of ~~within~~directors ~~the~~appointed ~~U.S.~~Robert ~~and~~Rosner ~~Canada~~as toour ~~develop,~~new market and sell products and services based upon Social Play’s patent-pending “SP Cloud Goods” system. SP Cloud Goods is cloud-based game hosting and management system where video game developers can add and remove virtual goods from the gamePresident, ~~manage players~~CEO, ~~manage~~CFO ~~virtual store pricing,~~ and ~~view vital game and player statistics~~Director. ~~Using~~ ~~this~~Following ~~system,~~these ~~game developers can affect their games in real-time~~appointments, ~~without~~ the ~~need to~~board ~~rebuild~~accepted ~~or republish~~ the ~~game.~~resignation ~~The~~of SPChitan ~~Cloud~~Mistry ~~Goods intellectual property also includes a system for game developers to collect payments for virtual goods sold to players in their games,~~ as ~~well~~our asformer asole ~~marketplace~~officer ~~component that will allow advertisers~~ and ~~game developers to choose where, when, and how advertisements are placed in games~~director. ~~The system will also facilitate the transfer of funds from advertisers to game developers.~~

~~The Agreement runs for an initial term~~ Letter of ~~five (5)~~Intent ~~years,~~ with anSpot ~~optional extension for an additional five years. In consideration for the license, we agreed to issue Social Play 1,000,000 (200,000 after reverse split) shares of common stock~~ and ~~an additional 1,000,000 (200,000 after reverse split) shares on each anniversary of the Agreement for so long as it is in effect. Further, we agreed to make cash payments to Social~~ Play ~~in the total amount of $120~~,~~000,~~ ~~payable in monthly payments of not less than $20,000 until paid in full~~Inc.

On March ~~August~~11, 222017, ~~2016~~we entered into a binding Letter of Intent (the “LOI”) with Spot and Play, Inc. (“Spot and Play”) and its sole shareholder, Karthik Mani. Spot and Play is developing the ~~board~~“Spot and Pay” application, which provides a way to centralize payment or donate money using a unique business code in form of ~~directors~~a visual code at location, or using business ~~appointed~~name ~~Robert~~if ~~Rosner~~remote. asThe LOI contemplates our ~~new~~acquisition ~~President~~of up to 100% of Spot and Play for a total purchase price of $1,000,000. Our ~~CEO~~initial investment will consist of $300,000 ~~CFO~~in cash, to be paid for a 30% ownership interest in Spot and ~~Director~~Play. ~~Following~~These ~~these~~funds are ~~appointments~~to be paid as follows: (i) $50,000 to be paid upon execution of the ~~board~~LOI, ~~accepted~~(ii) an additional $100,000 to be paid upon certain development milestones for Spot and Play’s business, and no later than 15 days after the ~~resignation~~execution of a definitive agreement, and (iii) the final $150,000 upon Spot and Play’s achievement of ~~Chitan~~certain ~~Mistry~~additional milestones, and no later than 75 days after the execution of a definitive agreement. Further, we will be granted the exclusive option to purchase the remaining 70% of Spot and Play to be paid as follows: (i) issuance of shares of our ~~former~~common ~~sole~~stock ~~officer~~valued at $200,000, no later than 150 days from execution of a definitive agreement, in order to purchase an additional 19% of Spot and ~~director~~Play, and (ii) issuance of shares of our common stock valued at $500,000, no later than 180 days from execution of a definitive agreement, in order to purchase the remaining 51% of Spot and Play. Shares issued as purchase consideration will be valued based on the five-day average trading price of our common stock immediately preceding their issuance. Shares to be issued as consideration for our acquisition of Spot and Play will be subject to a one (1) year lock-up, with certain leak-out restrictions on their re-sale thereafter. Upon our acquisition of 100% of the ownership interests in Spot and Play, Mr. Mani will be granted a royalty based on the gross profits of Spot and Play, with specific royalty terms to be negotiated. The transaction contemplated by the LOI is subject to final negotiation of a definitive agreement, requisite corporate approvals, and other conditions. Under the LOI, we have the exclusive rights, through June 30, 2017, to negotiate and conclude an acquisition agreement for Spot and Play.

4Working with Spot and Pay, we have recently integrated Bitcoin payments into the Spot&Pay mobile payment platform. Bitcoin is the first digital currency to be added to the existing Spot&Pay payment system infrastructure and allows users an additional choice when it comes to paying for goods and services. In addition to the current method of paying by credit card or direct debit, users can scan a QR code and choose the Bitcoin payment option on the checkout screen. If Bitcoin is selected, Spot&Pay will connect to our gateway and generate the URL for the user to complete the transaction by opening their Bitcoin wallet and providing payment for the purchase.

~~Table~~The Spot&Pay ofplatform ~~Contents~~is now integrated with Bitpay, a leading Bitcoin payment gateway and digital currency wallet service and is available on both IOS and Android apps. As the digital currency market continues to grow, Spot and Pay plans to add other cryptocurrencies such as Ethereum, Ripple, and Speedcoin options to its payment solutions.

~~Letter~~Additionally, ofwe ~~Intent~~are ~~with~~is ~~Spot~~in the initial stages of planning and ~~Play~~developing our own reward based cryptocrrency, ~~Inc~~which will form the basis of a planned strategic User Loyalty Program.

On March 11, 2017, we entered into a binding Letter of Intent (the “LOI”) with Spot and Play, Inc. (“Spot and Play”) and its sole shareholder, Karthik Mani. Spot and Play is developing the “Spot and Pay” application, which provides a way to centralize payment or donate money using a unique business code in form of a visual code at location, or using business name if remote. The LOI contemplates our acquisition of up to 100% of Spot and Play for a total purchase price of $1,000,000. Our initial investment will consist of $300,000 in cash, to be paid for a 30% ownership interest in Spot and Play. These funds are to be paid as follows: (i) $50,000 to be paid upon execution of the LOI, (ii) an additional $100,000 to be paid upon certain development milestones for Spot and Play’s business, and no later than 15 days after the execution of a definitive agreement, and (iii) the final $150,000 upon Spot and Play’s achievement of certain additional milestones, and no later than 75 days after the execution of a definitive agreement. Further, we will be granted the exclusive option to purchase the remaining 70% of Spot and Play to be paid as follows: (i) issuance of shares of our common stock valued at $200,000, no later than 150 days from execution of a definitive agreement, in order to purchase an additional 19% of Spot and Play, and (ii) issuance of shares of our common stock valued at $500,000, no later than 180 days from execution of a definitive agreement, in order to purchase the remaining 51% of Spot and Play. Shares issued as purchase consideration will be valued based on the five-day average trading price of our common stock immediately preceding their issuance. Shares to be issued as consideration for our acquisition of Spot and Play will be subject to a one (1) year lock-up, with certain leak-out restrictions on their re-sale thereafter. Upon our acquisition of 100% of the ownership interests in Spot and Play, Mr. Mani will be granted a royalty based on the gross profits of Spot and Play, with specific royalty terms to be negotiated. The transaction contemplated by the LOI is subject to final negotiation of a definitive agreement, requisite corporate approvals, and other conditions. Under the LOI, we have the exclusive rights, through June 30, 2017, to negotiate and conclude an acquisition agreement for Spot and Play. 4

~~Letter~~ Table of ~~Intent with Friendship Socks, Inc.~~Contents

~~On May 30, 2017, we entered into a binding~~ Letter of Intent ~~(the “LOI”)~~ with Friendship Socks, Inc., a British Columbia corporation (“Friendship Socks”). Friendship Socks is a company that manufactures a line of unique designer socks in the USA and markets its products online. The company leverages social media to connect people through the gifting of a pair of socks. The LOI contemplates our acquisition of a 33% ownership interest in Friendship Socks for a total purchase price of $150,000. Our initial investment will consist of $50,000 in cash to be delivered immediately for an 11% ownership interest in Friendship Socks. Upon the parties’ execution of a definitive acquisition agreement, we have agreed to acquire an additional 11% interest in exchange for an additional $50,000 upon Friendship Socks achievement of certain business milestones within 30 days of the execution of the definitive agreement. The final 11% ownership interest will be acquired for a final $50,000 upon Friendship Socks achievement of certain additional business milestones within 60 days of the execution of the definitive agreement. Upon completion of all payments as set forth above, Friendship Socks shall immediately issue sufficient shares of its capital in the name of the Company equal to 33% of its issued and outstanding stock. Should the definitive acquisition agreement not be entered into, we shall receive 11% equity interest in Friendship Socks as a result of the initial $50,000 Investment. In the event that the definitive agreement is executed but Friendship Socks does not achieve the specified milestones, we will have the option to waive the milestones and proceed with acquisition of the additional 22% ownership interest or, in the alternative, to terminate the agreement without penalty. Finally, the LOI specifies that will have the right of first refusal with regard to any additional equity investment, loan, or other financing for Friendship Socks.

~~Significant~~On May ~~Equipment~~30, 2017, we entered into a binding Letter of Intent (the “LOI”) with Friendship Socks, Inc., a British Columbia corporation (“Friendship Socks”). Friendship Socks is a company that manufactures a line of unique designer socks in the USA and markets its products online. The company leverages social media to connect people through the gifting of a pair of socks. The LOI contemplates our acquisition of a 33% ownership interest in Friendship Socks for a total purchase price of $150,000. Our initial investment will consist of $50,000 in cash to be delivered immediately for an 11% ownership interest in Friendship Socks. Upon the parties’ execution of a definitive acquisition agreement, we have agreed to acquire an additional 11% interest in exchange for an additional $50,000 upon Friendship Socks achievement of certain business milestones within 30 days of the execution of the definitive agreement. The final 11% ownership interest will be acquired for a final $50,000 upon Friendship Socks achievement of certain additional business milestones within 60 days of the execution of the definitive agreement. Upon completion of all payments as set forth above, Friendship Socks shall immediately issue sufficient shares of its capital in the name of the Company equal to 33% of its issued and outstanding stock. Should the definitive acquisition agreement not be entered into, we shall receive 11% equity interest in Friendship Socks as a result of the initial $50,000 Investment. In the event that the definitive agreement is executed but Friendship Socks does not achieve the specified milestones, we will have the option to waive the milestones and proceed with acquisition of the additional 22% ownership interest or, in the alternative, to terminate the agreement without penalty. Finally, the LOI specifies that will have the right of first refusal with regard to any additional equity investment, loan, or other financing for Friendship Socks. On November 8, 2017 we advanced $30,000 to Friendship Socks.

WeAlthough the doagreements with Spot and Play and Friendship Socks have not ~~intend~~been toextended ~~purchase~~in ~~any~~writing ~~significant equipment~~or ~~for~~amended, the ~~next~~parties ~~twelve~~to ~~months~~both agreements remain verbally committed to moving forward, and we are working toward completing these acquisitions.

~~Results of Operations~~ Significant Equipment

~~Balance~~We do ~~Sheet~~not –intend Asto atpurchase ~~June~~any ~~30,~~significant ~~2017 and~~equipment ~~December~~for ~~31,~~the ~~2016:~~next twelve months.

~~Cash~~Results of Operations

AtBalance Sheet ~~June~~– ~~30,~~As ~~2017~~at weSeptember ~~had cash of $31 compared to $2~~30,~~865~~ as2017 atand December 31, 2016.:

~~Deposits for investments~~Cash

At September ~~June~~ 30, 2017, we had ~~made~~cash ~~deposits in the amount~~ of $~~100~~2,~~000 to~~455 ~~two~~compared ~~companies~~to ~~under~~$2,865 ~~LOIs~~as ~~signed~~at ~~with~~December ~~the~~31, ~~companies~~2016.

~~Accounts payable, accrued liabilities and~~Deposits ~~payable~~for ~~to related parties~~investments

At September ~~June~~ 30, 2017 , we had ~~$309,915~~made ofdeposits ~~accounts~~in ~~payable,~~the ~~accrued~~amount ~~liabilities~~of ~~and payable to related parties as compared to~~ $~~322~~100,~~164 as at December 31, 2016. The balance primarily represents $54,~~000 ~~for advertising services, $20,385 payable~~ to ~~Clark~~two ~~Corporate~~companies ~~Law~~under ~~Group~~LOIs ~~for~~signed ~~legal services,~~with $56,277 payable to Ten West Holdings as consideration for consulting services, $5,524 payable to Laxague Law for legal services and $1,910 payable to Globex for transfer agent services. At December 31, 2016, the balance primarily represents $54,000 for advertising services, $20,385 payable to Clark Corporate Law Group for legal services, $46,277 payable to Ten West Holdings as consideration for consulting services, $1,544 payable to Laxague Law for legal services and $450 payable to Globex for transfer agent servicescompanies.

~~Accrued liabilities comprise accrued interest of $8,014 (2016: $39,671) and accrued expenses of $18,437 (2016: $20,720).~~5

~~Payable~~Table toof related parties represents $50,750 (2016: $50,750) payable to a former director as consideration for director fee services, $83,067 (2016: $83,067) payable to Social Play Inc. in connection with the license agreement.Contents

5Accounts payable, accrued liabilities and payable to related parties

~~Table~~At September of30, ~~Contents~~2017, our accounts payable were $144,925 (September 30, 2016: $127,956). The balance primarily represents $54,000 for advertising services, $20,385 payable to Clark Corporate Law Group for legal services, $56,277 payable to Ten West Holdings as consideration for consulting services, $5,000 to Ched Corporate Solutions for consulting services, $5,950 payable to Doty Scott Enterprises for accounting services and $3,260 payable to Globex for transfer agent services. At December 31, 2016, the balance primarily represents $54,000 for advertising services, $20,385 payable to Clark Corporate Law Group for legal services, $46,277 payable to Ten West Holdings as consideration for consulting services, $1,544 payable to Laxague Law for legal services and $450 payable to Globex for transfer agent services.

~~Convertible~~At September ~~promissory~~30, ~~notes~~2017, ~~and~~our ~~derivative~~ accrued liabilities were $50,134 (September 30, 2016: $60,391). Accrued liabilities comprise accrued interest of $31,698 (September 30, 2016: $39,671) and other accrued expenses of $18,437 (September 30, 2016: $20,720).

~~During~~At September ~~the~~30, ~~previous year~~2017, weour ~~entered~~payable ~~into~~to ~~agreements with~~related ~~CMGT~~parties ~~and~~was ~~issued~~$133,817 ~~them~~(September ~~convertible promissory notes. As of June~~ 30, ~~2017~~2016: $133,817). ~~the~~Payable ~~total~~to ~~principal~~related ~~due~~parties ~~was~~ represents $~~558~~50,~~641~~750 (2016: $~~351~~50,~~397 as of December 31, 2016~~750) ~~and~~payable ~~interest~~to ~~accrued~~a onformer ~~these~~director ~~notes~~ as atconsideration ~~June~~for ~~30,~~director ~~2017~~fee ~~amounted~~services, to $383,~~278~~067 (2016: $2883,~~497~~067) aspayable to atSocial ~~December~~Play ~~31,~~Inc. ~~2016)~~in connection with the license agreement.

~~On January 11, 2016, the Company consolidated~~Convertible ~~all~~promissory ofnotes ~~its~~and ~~obligations~~derivative ~~to CMGT under a single Convertible Promissory Note due June 1, 2018. These amounts were accordingly reclassified to long-term~~ liabilities.

OnDuring the ~~February~~previous 17year, ~~2017,~~we ~~the Company~~ entered into a ~~First~~agreements ~~Amendment to Convertible Promissory Note~~ with CMGT, ~~Inc.~~and ~~Under~~issued ~~the~~them ~~Amendment,~~convertible ~~the~~promissory ~~Company has modified the conversion feature of the Note so that the conversion price for all amounts owing thereunder is now $0~~notes.10 ~~per~~As ~~share~~ of ~~common~~September ~~stock.~~30, ~~In addition~~2017, the ~~Amendment~~total ~~waives~~principal ~~the~~due ~~Company’s~~was ~~prior~~$573,641 ~~defaults in payment of interest under the Note in the amount of~~ ($44351,~~289,~~397 ~~and~~as ~~adds such sum to the principal balance~~ of ~~the~~December ~~Note.~~31, ~~The~~2016) ~~Company~~and isinterest ~~now~~accrued ~~required~~on tothese ~~make~~notes ~~quarterly~~as ~~interest~~at ~~payments commencing~~ September 30, 2017. Onamounted ~~April~~to 28$31,698 ~~2017~~($28,497 weas ~~entered~~at ~~into~~December a31, ~~Second Amendment to the CMGT Note to remove certain anti-dilution features of the Note~~2016). ~~All other terms of the original Note remain in full force and effect.~~

~~Effective April 28, 2017,~~On ~~the Company entered into an agreement with CMGT for the second amendment in convertible promissory notes dated~~ January 11, 2016 ~~(first~~, ~~amendment~~we ~~date)~~consolidated ~~relating~~all toof ~~certain~~its ~~warranties~~obligations ~~and~~to ~~covenants~~CMGT ~~included~~under ina ~~the~~single ~~convertible~~Convertible ~~promissory~~Promissory ~~notes~~Note asdue ~~explained~~June ~~in note~~1, ~~7 to the interim condensed financial statements~~2018.

~~Statement~~On February 17, 2017, we entered into a First Amendment to Convertible Promissory Note with CMGT, Inc. Under the Amendment, we modified the conversion feature of ~~Operations~~the -Note ~~For~~so that the conversion price for all amounts owing thereunder is now $0.10 per share of common stock. In addition, the ~~three~~Amendment waived our prior defaults in payment of interest under the Note in the amount of $32,744, and added ~~six~~such ~~months~~sum ~~ended~~to ~~June~~the principal balance of the Note. We are now required to make quarterly interest payments commencing September 30, 2017 . ~~and~~On ~~2016~~April ~~respectively:~~28, 2017, we entered into a Second Amendment to the CMGT Note to remove certain anti-dilution features of the Note. All other terms of the original Note remain in full force and effect.

~~Expenses~~Effective April 28, 2017, we entered into an agreement with CMGT for the second amendment in convertible promissory notes dated January 11, 2016 (first amendment date) relating to certain warranties and covenants included in the convertible promissory notes as explained in note 7 to the interim condensed financial statements.

~~Three~~Statement of Operations - For the three and nine months ended ~~June~~September 30, 2017 and ~~June~~ September 30, 2016 respectively:

We have not earned any revenues since our inception. During the three months ended June 30, 2017, we incurred operating expenses of $55,674, which consisted of consulting fees for investor relations of $17,329, legal and professional fees of $14,388, transfer agent fees of $8,665, and other expenses of $14,294.Expenses

~~We also incurred accretion expense of $10,860,~~Three ~~day-one~~months ~~derivative~~ended ~~losses~~September ~~of $17~~30,~~093,~~ ~~interest~~2017 and ~~bank~~September charges of $3,473, licensing fee of $120,000, a loss on the change in fair value of derivatives of $291,521 and a gain on extinguishment of debt amounting to $667,665. We had a net gain for the three months ended June 30, ~~2017 of $169,044.~~2016

~~By comparison, during the three months ended~~We ~~June~~have ~~30,~~not ~~2016,~~earned weany ~~had~~revenues ~~net~~since ~~loss~~our ~~of $174,233~~inception. ~~Our~~During ~~expenses during~~ the three months ended ~~June~~September 30, ~~2016~~2017, ~~mainly~~we ~~consisted~~incurred ofoperating ~~directors~~expenses ~~fees and other charges~~ of $7,~~500~~813, which ~~consulting~~consisted ~~fees in connection with investor relations~~ of ~~$97,088,~~ legal and professional fees of $134,~~994~~262, transfer agent fees of $121,~~265~~350, and other expenses of ~~$1,195. We also incurred interest and bank charges of $17,600,~~ ~~and a loss on the change in fair value of derivatives of~~ $192,~~591~~201.

~~Our expenses and net loss decreased for the~~We ~~three~~also ~~months~~incurred ~~ended~~accretion ~~June 30, 2017 as compared to the same period last year primarily due to decreased expenses for investor relations consulting fees, a decreased~~ expense ~~for~~of ~~directors fees~~$26,323 aand ~~decrease in~~ interest and bank charges ~~and due to gain in extinguishment~~ of ~~debt~~$23,724. We ~~anticipate~~had ~~our~~a ~~operating~~net ~~expenses~~loss ~~will~~for ~~increase~~the asthree wemonths ~~move~~ended September ~~toward~~30, ~~developing~~2017 ~~more active operations in our current line~~ of ~~business~~$57,860.

~~Six months ended June 30, 2017 and June 30, 2016~~6

WeTable ~~incurred expenses and a net loss in the amount~~ of $174,442 for the six months ended June 30, 2017 as compared to expenses and net loss in the amount of $328,298 for the six months ended June 30, 2016. Our expenses during the current six month period mainly consisted of consulting fees for investor relations of $47,958 (Six months ended June 30, 2016: $232,587), legal and professional fees of $23,984 (Six months ended June 30, 2016: $27,057), directors’ fees and other charges of $nil (Six months ended June 30, 2016: $15,000), transfer agent fees and stock filing charges of $12,255 (Six months ended June 30, 2016: $13,755), advertising and promotion of $998 (Six months ended June 30, 2016: $5,000), and other operating expenses of $24,672 (Six months ended June 30, 2016: $1,340).Contents

~~We also incurred interest~~By ~~and bank charges of $11~~comparison,~~962~~ ~~(Six~~during ~~months~~the ~~ended~~three ~~June 30, 2016: $37,528), licensing fee of $120,000 (Six~~ months ended ~~June~~September 30, 2016~~: $nil)~~, ~~accretion~~we ~~expense~~incurred ofoperating ~~$29,088~~expenses ~~(Six months ended June 30, 2016: $nil), a gain on extinguishment~~ of ~~debt amounting to~~ $~~550,962 (Six months ended June 30, 2016: $~~11,~~462),~~708 ~~a Day-one derivative loss of $30,579 (Six months ended June 30, 2016: $nil),~~ and anet loss on ~~the change in fair value~~ of ~~derivatives of~~ $~~423~~1,~~908 (Six months ended June 30~~118, ~~2016: $7,493)~~296.

Our operating expenses ~~and~~during ~~net loss decreased for~~ the ~~six~~three months ended ~~June~~September 30, ~~2017~~2016 ascomprised ~~compared~~legal toand ~~the~~professional ~~same~~fees ~~period~~of ~~last~~$9,306, ~~year~~consulting fees ~~primarily~~for ~~due~~investor torelations ~~gain on extinguishment~~ of ~~debt~~$1,000, ~~partially~~transfer ~~offset~~agent byfees ~~the~~of ~~accretion expense~~$1, ~~day one derivative expense~~254, and ~~loss~~other ~~on the change in fair value of derivatives. We anticipate our operating~~ expenses ~~will increase as we move toward developing more active operations in our current line~~ of ~~business~~$148.

~~Liquidity~~We also incurred interest and ~~Capital~~bank ~~Resources~~charges of $7,744, licensing fees of $1,140,000, Accretion expense of $14,900, loss on the change in fair value of derivatives of $6,444 and a gain due to forgiveness of debt amounting to $62,500.

AsOur expenses ofand ~~June~~net loss decreased for the three months ended September 30, 2017, weas ~~had~~compared ~~cash~~to ofthe ~~$31~~same ~~and deposits~~period oflast ~~$100,000.~~year ~~Our~~primarily due ~~current~~to ~~liabilities~~decrease asin oflegal ~~June~~and ~~30,~~professional ~~2017~~fee ~~were~~and ~~$309,915~~licensing fees. ~~Thus,~~We weanticipate ~~had~~our aoperating ~~working~~expenses ~~capital~~will ~~deficit~~increase ofas ~~$209,884,~~we move astoward ofdeveloping ~~June~~more ~~30,~~active ~~2017~~operations in our current line of business.

~~Cash~~Nine months ~~Used~~ended inSeptember ~~Operating~~30, ~~Activities.~~2017 and September 30, 2016

~~Net~~During the ~~cash~~nine ~~used~~months inended September 30, 2017, we incurred operating ~~activities~~expenses ~~was~~of $77117,~~334~~680, which ~~for~~consisted ~~the~~of ~~period~~legal ~~ended~~and ~~June~~professional fees 30of $28,246, ~~2017~~Advertising asand ~~compared~~promotion toexpense of $62998,~~679~~ ~~for~~Consulting ~~the~~fee ~~period~~of ~~ended~~$47,958, ~~June~~transfer 30agent fees of $13,605, ~~2016~~and other expenses of $26,873.

~~Cash~~We also ~~Used~~incurred Interest and Bank Charges of $35,686, Licensing Fee of $120,000, Accretion expense of $55,411, Gain on extinguishment of Debt of $550,962, Day-one derivative loss of $30,579 and loss due to Change in ~~Investing~~fair ~~Activities~~value of derivatives of $423,908. We had a net loss for the nine months ended September 30, 2017 of $232,302.

~~Deposits~~By comparison, ~~made~~during ~~for~~the ~~investments~~nine ~~amounted~~months to ended September 30, 2016, we incurred operating expenses of $~~100~~306,~~000~~447 and net loss of $1,446,593.

6Our operating expenses during the three months ended September 30, 2016 comprised legal and professional fees of $36,363, Advertising and promotion expense of $5,000, Consulting fee of $233,587, transfer agent fees of $15,009, Directors fee of $15,000 and other expenses of $1,488.

~~Table~~We also incurred Interest and Bank Charges of ~~Contents~~$34,544, Licensing Fee of $1,140,000, Accretion expense of $25,627, Gain on extinguishment of Debt of $11,462 and loss due to Change in fair value of derivatives of $13,937. We had a net loss for the nine months ended September 30, 2017 of $1,446,593.

~~Cash~~Our expenses ~~Flows~~and ~~from~~net ~~Financing~~loss ~~Activities~~decreased for the three months ended September 30, 2017 as compared to the same period last year primarily due to decrease in legal and professional fee and licensing fees. We anticipate our operating expenses will increase as we move toward developing more active operations in our current line of business.

~~During the period ended June 30, 2017, the~~Liquidity ~~Company~~and ~~raised~~Capital ~~$174,500 from convertible promissory notes as compared to $62,950 during the period ended June 30, 2016.~~Resources

~~Going~~As of ~~Concern~~September 30, 2017, we had cash of $2,455 and deposits of $100,000. Our current liabilities as of September 30, 2017 were $362,278. Thus, we had a working capital deficit of $259,823, as of September 30, 2017.

AsCash Used ~~discussed~~ in ~~the~~Operating ~~notes to our financial statements, we have no established source of revenue~~Activities. This has raised substantial doubt for our auditors about our ability to continue as a going concern. Without realization of additional capital, it would be unlikely for us to continue as a going concern.

~~Our~~Net cash used in operating activities towas ~~date~~of ~~have~~$89,910 ~~been~~for ~~supported by~~the ~~debt~~period ~~and~~ended ~~equity~~September ~~financing. Management~~30, ~~continues~~2017 as compared to ~~seek funding~~$91,957 ~~from~~for ~~its~~the ~~shareholders~~period ended ~~and~~September ~~other~~30, ~~qualified investors~~2016.

~~Off~~Cash Used ~~Balance~~in ~~Sheet~~Investing ~~Arrangements~~Activities.

AsDeposits made offor ~~June~~investments ~~30,~~amounted ~~2017,~~to ~~there were no off balance sheet arrangements~~$100,000.

~~Critical~~Cash Flows ~~Accounting~~from ~~Policies~~Financing Activities.

~~In December 2001, the SEC requested that all~~During ~~registrants list their most “critical accounting polices” in~~ the ~~Management~~period ~~Discussion~~ended ~~and~~September ~~Analysis.~~30, ~~The~~2017, ~~SEC indicated that a “critical accounting policy” is one which is both important to~~ the ~~portrayal~~Company ofraised ~~a company’s financial condition and results~~$189,500 ~~and~~from ~~requires~~convertible ~~management’s~~promissory ~~most~~notes ~~difficult, subjective or complex judgments, often~~ as acompared ~~result of the need~~ to ~~make~~$91,950 ~~estimates about~~ during the ~~effect~~period ofended ~~matters~~September ~~that are inherently uncertain. Currently~~30, ~~we do not believe that any accounting policies fit this definition~~2016.

~~Recently Issued Accounting Pronouncements~~7

~~Recently~~Table ~~issued~~of ~~accounting pronouncements have been disclosed in note 3 to the interim condensed financial statements.~~Contents

~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~Going Concern

AAs discussed ~~smaller~~in ~~reporting~~the ~~company~~notes isto ~~not~~our ~~required~~financial statements, we have no established source of revenue. This has raised substantial doubt for our auditors about our ability to ~~provide~~continue ~~the~~as ~~information~~a ~~required~~going byconcern. Without ~~this~~realization ~~Item~~of additional capital, it would be unlikely for us to continue as a going concern.

~~Item~~Our activities 4to date have been supported by debt and equity financing. Management ~~Controls~~continues to seek funding from its shareholders and ~~Procedures~~other qualified investors.

~~Evaluation~~Off Balance ofSheet ~~disclosure controls and procedures.~~Arrangements

~~We recently evaluated the effectiveness of~~As ~~our disclosure controls and procedures, as required by paragraph (b)~~ of ~~Rule~~September ~~13a-15 or Rule 15d-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, being June~~ 30, 2017~~. This~~, ~~evaluation~~there ~~was~~were ~~conducted with~~no ~~the~~off ~~participation~~balance ofsheet ~~our principal executive officer and our principal accounting officer~~arrangements.

~~We maintain disclosure controls and procedures~~Critical ~~designed~~Accounting to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.Policies

7In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.

~~Table~~Recently Issued ofAccounting ~~Contents~~Pronouncements

~~Based on their evaluation, our management,~~Recently ~~including~~issued ~~our~~accounting ~~Chief~~pronouncements ~~Executive~~have ~~Officer~~been ~~and~~disclosed ~~Chief Financial Officer, concluded that our disclosure controls and procedures were not effective~~ in ~~giving~~note us3 ~~reasonable assurance that the information we are required~~ to ~~disclose in~~ the ~~reports~~interim wecondensed file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. This conclusion was based on the existence of significant deficiencies in our internal control over financial ~~reporting mainly due to lack of resources and number of employees~~statements.

~~We do not expect that our disclosure controls~~Item ~~and procedures will prevent all errors and all instances of fraud~~3. ~~Disclosure~~Quantitative ~~controls~~ and ~~procedures,~~Qualitative noDisclosures ~~matter~~About ~~how~~Market well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Risk

~~Management~~A smaller ~~Report~~reporting oncompany ~~internal~~is ~~control~~not ~~over~~required ~~financial~~to ~~reporting~~provide the information required by this Item.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.8

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

~~A material weakness is a deficiency, or combination~~Item of4. ~~deficiencies,~~Controls inand ~~internal~~Procedures control over the financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

~~A significant deficiency is a deficiency, or~~Evaluation ~~a combination~~ of ~~deficiencies,~~disclosure that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. We not believe that we have sufficient documentation with our existing financial processes, risk assessment and internal controls~~. We~~ ~~plan to work closely with financial advisors to document the existing financial processes, risk assessment~~ and ~~internal controls systematically as soon as resources are available~~procedures. To address the need for more effective internal controls, management has plans to improve the existing controls and implement new controls appropriate to a business of its size and scale as our financial position and capital availability improves.

~~Although~~We recently weevaluated ~~have~~the ~~not~~effectiveness ~~identified~~of ~~any material weaknesses~~our ~~with~~disclosure ~~our~~controls ~~financial~~and ~~reporting~~procedures, as required by paragraph (b) of Rule 13a-15 or Rule ~~any~~15d-15 ~~other~~under ~~significant~~the ~~deficiencies~~Securities ~~with~~Exchange ~~our~~Act ~~internal~~of ~~controls~~1934, noas ~~assurances~~of ~~can~~the beend of the period covered by this report, being September 30, ~~given~~2017. This ~~that~~evaluation ~~there~~was ~~are~~conducted nowith ~~such~~the ~~material~~participation ~~weaknesses~~of orour ~~significant~~principal ~~deficiencies~~executive ~~existing~~officer and our principal accounting officer.

~~Changes~~We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We performed an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on their evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective in giving us reasonable assurance that the information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Principal Executive and Principal Financial Officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. This conclusion was based on the existence of significant deficiencies in our internal control over financial reporting mainly due to lack of resources and number of employees.

~~There~~We do ~~have~~not ~~been~~expect nothat ~~changes in~~ our ~~internal~~disclosure controls ~~over~~and ~~financial~~procedures will prevent all errors and all instances of fraud. Disclosure controls ~~reporting~~and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that ~~occurred~~the ~~during~~objectives of ~~our~~the ~~last~~disclosure ~~fiscal~~controls ~~quarters~~and procedures are met. Further, the design of disclosure controls and ~~have~~ ~~materially~~procedures ~~affected~~must orreflect the fact that there are ~~reasonably~~resource ~~likely~~constraints, and the benefits must be considered relative to ~~materially~~their costs. Because of the inherent ~~affect~~limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our ~~internal~~control deficiencies and instances of fraud, if any. The design of disclosure controls and ~~over~~procedures ~~financial~~also ~~reporting~~is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

8Management Report on internal control over financial reporting.

~~Table~~Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of ~~Contents~~our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

~~PART~~Management conducted IIan –evaluation ~~OTHER~~of ~~INFORMATION~~the effectiveness of our internal control over financial reporting and identified significant deficiencies in internal control over financial reporting.

~~Item~~A material 1.weakness ~~Legal~~is ~~Proceedings~~a deficiency, or combination of deficiencies, in internal control over the financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

WeA significant ~~are~~deficiency ~~not~~is a ~~party~~deficiency, toor ~~any~~a ~~pending~~combination ~~legal~~of ~~proceeding. We~~deficiencies, ~~are~~that ~~not~~is ~~aware~~less ofsevere ~~any~~than ~~pending~~a ~~legal~~material ~~proceeding~~weakness, yet important enough to ~~which~~merit ~~any~~attention by those responsible for oversight of our ~~officers,~~financial ~~directors~~reporting. We not believe that we have sufficient documentation with our existing financial processes, orrisk ~~any~~assessment ~~beneficial~~and ~~holders~~internal ofcontrols. We 5%plan orto ~~more~~work ofclosely ~~our~~with ~~voting~~financial ~~securities~~advisors to document the existing financial processes, risk assessment and internal controls systematically as soon as resources are ~~adverse~~available. To address the need for more effective internal controls, management has plans to usimprove the orexisting ~~have~~controls aand ~~material~~implement ~~interest~~new ~~adverse~~controls appropriate to usa business of its size and scale as our financial position and capital availability improves.

~~Item~~Although we ~~1A:~~have ~~Risk~~not ~~Factors~~identified any material weaknesses with our financial reporting or any other significant deficiencies with our internal controls, no assurances can be given that there are no such material weaknesses or significant deficiencies existing.

~~A smaller reporting company is not required~~Changes toin ~~provide~~internal ~~the~~control ~~information~~over ~~required~~financial ~~by this Item~~reporting.

~~Item~~There have 2.been ~~Unregistered~~no ~~Sales~~changes ofin ~~Equity~~our ~~Securities~~internal controls over financial reporting that occurred during our last fiscal quarters and have materially ~~Use~~affected ofor ~~Proceeds~~are reasonably likely to materially affect our internal controls over financial reporting.

~~None.~~9

~~Item~~Table 3.of ~~Defaults upon Senior Securities~~Contents

~~None.~~PART II – OTHER INFORMATION

Item 4 1. ~~Mine~~Legal ~~Safety Disclosures~~Proceedings

~~Not~~We are ~~applicable~~not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: 5.Risk ~~Other Information~~Factors

~~Designation~~A smaller ofreporting ~~Series~~company ~~A Preferred~~is ~~Stock~~not required to provide the information required by this Item.

~~On March~~Item ~~15, 2017, our board of directors designated a new class of Series A Preferred Stock~~2. ~~Our~~Unregistered ~~class~~Sales of ~~Series~~Equity ASecurities ~~Preferred Stock consists of 10,000,000 shares, par value $0.001 per share. Series A Preferred stock has no stated value, ranks pari passu with our common stock upon liquidation,~~ and ~~has~~Use ~~no special dividend rights. Shares~~ of Series A Preferred Stock are convertible to common stock, at the option of the holder, at a rate of 20 shares of common stock for each share of preferred stock. Shares of Series A Preferred Stock may be voted on an as-of-converted basis on all matters submitted to the vote or consent of the holders of our common stock. We have not issued any shares of Series A Preferred Stock at this time.Proceeds

~~Letter of Intent with Spot and Play, Inc~~None.

~~On March~~Item ~~11, 2017, we entered into a binding Letter of Intent (the “LOI”) with Spot and Play, Inc~~3. ~~(“Spot~~Defaults and Play”) and its sole shareholder, Karthik Mani. Spot and Play is developing the “Spot and Pay” application, which provides a way to centralize payment or donate money using a unique business code in form of a visual code at location, or using business name if remote. The LOI contemplates our acquisition of up to 100% of Spot and Play for a total purchase price of $1,000,000. Our initial investment will consist of $300,000 in cash, to be paid for a 30% ownership interest in Spot and Play. These funds are to be paid as follows: (i) $50,000 to be paid upon ~~execution~~Senior of the LOI, (ii) an additional $100,000 to be paid upon certain development milestones for Spot and Play’s business, and no later than 15 days after the execution of a definitive agreement, and (iii) the final $150,000 upon Spot and Play’s achievement of certain additional milestones, and no later than 75 days after the execution of a definitive agreement. Securities

Further, we will be granted the exclusive option to purchase the remaining 70% of Spot and Play to be paid as follows: (i) issuance of shares of our common stock valued at $200,000, no later than 150 days from execution of a definitive agreement, in order to purchase an additional 19% of Spot and Play, and (ii) issuance of shares of our common stock valued at $500,000, no later than 180 days from execution of a definitive agreement, in order to purchase the remaining 51% of Spot and PlayNone. Shares issued as purchase consideration will be valued based on the five-day average trading price of our common stock immediately preceding their issuance. Shares to be issued as consideration for our acquisition of Spot and Play will be subject to a one (1) year lock-up, with certain leak-out restrictions on their re-sale thereafter. Upon our acquisition of 100% of the ownership interests in Spot and Play, Mr. Mani will be granted a royalty based on the gross profits of Spot and Play, with specific royalty terms to be negotiated. The transaction contemplated by the LOI is subject to final negotiation of a definitive agreement, requisite corporate approvals, and other conditions. Under the LOI, we have the exclusive rights, through June 30, 2017, to negotiate and conclude an acquisition agreement for Spot and Play.

~~Letter~~Item of4. ~~Intent~~Mine ~~with~~Safety ~~Friendship~~Disclosures ~~Socks, Inc.~~

OnNot ~~May 30, 2017, we entered into a binding Letter of Intent (the “LOI”) with Friendship Socks, Inc~~applicable., a British Columbia corporation (“Friendship Socks”). Friendship Socks is a company that manufactures a line of unique designer socks in the USA and markets its products online. The company leverages social media to connect people through the gifting of a pair of socks. The LOI contemplates our acquisition of a 33% ownership interest in Friendship Socks for a total purchase price of $150,000. Our initial investment will consist of $50,000 in cash to be delivered immediately for an 11% ownership interest in Friendship Socks. Upon the parties’ execution of a definitive acquisition agreement, we have agreed to acquire an additional 11% interest in exchange for an additional $50,000 upon Friendship Socks achievement of certain business milestones within 30 days of the execution of the definitive agreement. The final 11% ownership interest will be acquired for a final $50,000 upon Friendship Socks achievement of certain additional business milestones within 60 days of the execution of the definitive agreement. Upon completion of all payments as set forth above, Friendship Socks shall immediately issue sufficient shares of its capital in the name of the Company equal to 33% of its issued and outstanding stock. Should the definitive acquisition agreement not be entered into, we shall receive 11% equity interest in Friendship Socks as a result of the initial $50,000 Investment. In the event that the definitive agreement is executed but Friendship Socks does not achieve the specified milestones, we will have the option to waive the milestones and proceed with acquisition of the additional 22% ownership interest or, in the alternative, to terminate the agreement without penalty. Finally, the LOI specifies that will have the right of first refusal with regard to any additional equity investment, loan, or other financing for Friendship Socks.

Item 6 5. ~~Exhibits~~Other Information

Exhibit Number	Description of Exhibit
10.1	Second Amendment to Convertible Promissory Note
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

None.

9Item 6. Exhibits

Table of Contents

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~SIGNATURES~~10

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

	SocialPlay USA, Inc.
Date:	November 22, 2017
By:	/s/ Robert Rosner Robert Rosner
Title:	Chief Executive Officer, Chief Financial Officer and Director

SIGNATURES

10Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SocialPlay USA, Inc.

Date:	December 1, 2017

By:	/s/ Robert Rosner Robert Rosner
Title:	Chief Executive Officer, Chief Financial Officer and Director

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