UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~May~~ 30April 9, ~~2017~~2018

SocialPlay USA, Inc.

(Exact name of small business issuer 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

(Issuer’s telephone number)

__________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On April ~~May 30~~9, ~~2017~~2018, we entered into a ~~binding Letter~~definitive ofShare ~~Intent~~Exchange and Funding Agreement (the “~~LOI~~Agreement”) with ~~Friendship~~Spot ~~Socks,~~and Pay, Inc., a ~~British~~Nevada ~~Columbia~~ corporation (“~~Friendship~~Spot ~~Socks~~and Pay”). ~~Friendship~~ ~~Socks~~Under isthe aAgreement, ~~company~~we ~~that~~are ~~manufactures~~acquiring a ~~line~~90% ofownership ~~unique~~stake ~~designer socks~~ in ~~the~~Spot ~~USA~~ and Pay. ~~markets~~Spot ~~its~~and ~~products~~Pay ~~online.~~is ~~The company~~developing ~~leverages~~a ~~social~~mobile ~~media~~payment toapplication ~~connect~~that ~~people~~is ~~through~~used ~~the~~in ~~gifting~~connection ofwith athird ~~pair~~party ofQR ~~socks.~~codes ~~The~~that ~~purchase~~have ~~process~~been generated ~~involves~~for aspecific ~~customer purchasing~~uses; ai.e. ~~pair~~individual ofconsumer ~~socks~~products, ~~for~~specific ~~themselves~~services ~~through~~or ~~the~~group ~~website~~of ~~while~~services atoffered to the ~~same~~general public, ~~time~~B2B ~~also~~product ~~gifting~~and aservice ~~free~~offerings, ~~pair~~monetary donations to acharitable ~~friend~~organizations, ofand ~~their choosing.~~quick ~~This~~and ~~free~~easy ~~pair~~bill ispayments ~~embedded~~on recurring ~~within~~monthly aaccounts. ~~message~~Following ~~that~~this ~~can~~acquisition, beour ~~sent~~software ~~through~~development ~~any~~plan ~~social~~will ~~media~~include ~~platform~~a ~~the~~substantially ~~buyer~~more ~~wishes. The~~robust ~~friend~~proprietary ~~then~~platform ~~clicks~~wallet onfeature ~~the~~that ~~link~~will ~~provided~~allow inusers ~~the~~to ~~social~~create ~~media~~their ~~message,~~own ~~enters~~wallet ~~their~~so ~~shipping~~that ~~information,~~they ~~and~~may ~~waits~~buy ~~for~~and ~~their~~sell ~~socks~~bitcoin and toother ~~arrive~~cryptocurrencies indirectly from the ~~mail.~~Spot ~~Friendship~~& ~~Socks~~Pay ~~offers~~platform. aOur ~~one-time~~wallet ~~purchase~~feature aswill ~~well~~also asprovide aseamless ~~subscription~~abilities ~~service,~~to ~~where~~transfer money ~~every~~within ~~month~~ the ~~customer receives~~Spot a& ~~new~~Pay ~~pair~~user ~~and~~network ~~may~~instantly ~~choose~~from aone ~~new~~account ~~friend~~ to ~~send~~another awithout ~~surprise~~any ~~pair~~processing todelays.

~~The~~Under the ~~LOI~~Agreement, ~~contemplates~~we ~~our~~acquired ~~acquisition~~90% of athe ~~33% ownership~~outstanding ~~interest~~capital instock ~~Friendship~~of ~~Socks~~Spot ~~for~~and aPay ~~total~~from ~~purchase~~its ~~price~~founder ofand ~~$150~~sole shareholder,~~000~~ Karthikeyan Mani. ~~Our~~In ~~initial~~exchange, ~~investment~~we ~~will~~have ~~consist~~agreed ofto ~~$50~~issue Mr. Mani 500,000 ~~in cash~~shares toof beour ~~delivered~~common ~~immediately~~stock ~~for~~and anwe ~~11%~~have ~~ownership~~agreed ~~interest~~to inprovide ~~Friendship~~a ~~Socks.~~total ~~Upon~~of $300,000 ~~the~~in ~~parties’~~funding ~~execution~~for development of athe ~~definitive acquisition~~Spot ~~agreement,~~& wePay ~~have~~platform. ~~agreed~~The to$300,000 ~~acquire~~includes an$50,000 ~~additional~~paid ~~11%~~previously ~~interest~~to inSpot ~~exchange~~and Pay, ~~for~~together with an additional $50250,000 ~~upon~~to ~~Friendship Socks’~~be ~~achievement~~paid ofin ~~certain~~one ~~business~~or ~~milestones~~more ~~within~~tranches 30over ~~days of~~ the ~~execution~~next of180 ~~the definitive agreement~~days. The ~~final~~Spot & Pay platform ~~11%~~as ~~ownership~~developed ~~interest~~after the Agreement will be ~~acquired~~considered work-for-hire abelonging ~~final~~to ~~$50~~SocialPlay USA,~~000~~ ~~upon~~Inc. ~~Friendship~~Mr. ~~Socks’~~Mani ~~achievement~~and ofSpot ~~certain~~and ~~additional business~~Pay ~~milestones~~will ~~within~~use 60their ~~days~~best ofefforts to develop the ~~execution~~mobile ofpayment ~~the~~platform, ~~definitive~~with ~~agreement~~Mr. ~~Should~~Mani ~~the~~to ~~definitive~~be ~~acquisition~~bound ~~agreement~~by ~~not~~a betwo-year ~~entered~~non-competition agreement ~~into,~~following wethe ~~will~~conclusion ~~retain~~of ~~our~~such ~~11% ownership interest~~efforts. In the event that ~~the~~we ~~definitive~~fail ~~agreement~~to isfund ~~executed but Friendship Socks does not achieve~~ the ~~specified~~full ~~milestones~~$300,000 wewithin ~~will~~180 ~~have~~days from the ~~option to waive~~ Agreement, the ~~milestones~~Spot and ~~proceed~~Pay ~~with~~shares ~~acquisition~~acquired ofby ~~the~~us ~~additional 22%~~and ~~ownership~~the ~~interest~~SocialPlay ~~or,~~USA inshares ~~the~~issued ~~alternative,~~ to ~~terminate the agreement without penalty~~Mr. ~~Finally,~~Mani ~~the LOI specifies that~~ will ~~have~~ ~~the~~be ~~right~~returned ofin ~~first~~part ~~refusal~~based ~~with~~on ~~regard~~a tosliding scale ~~any~~set ~~additional~~forth ~~equity~~in ~~investment,~~the ~~loan, or other financing for Friendship Socks~~Agreement.

The Agreement ~~LOI~~ contains numerous additional terms and conditions and should be reviewed in its entirety for additional information.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	~~Letter~~Share ofExchange ~~Intent~~and Funding Agreement with ~~Friendship~~Spot ~~Socks~~and Pay, Inc.

SIGNATURES

Pursuant 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 hereunto duly authorized.

SocialPlay USA, Inc.

/s/ Robert Rosner

Robert Rosner, CEO

Dated: April ~~June 9~~20, ~~2017~~2018

Filing Compare · SocialPlay USA, Inc.