UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

TOPursuant ~~SECTION~~to Section 13 ORor 15(Dd) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~report~~Report (~~Date~~date of earliest event reported): ~~April~~October 911, ~~2018~~2019

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~~724-~~2850~~2640 (Issuer’s telephone number)

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

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

Check 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-414(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~SECTION~~Securities 1registered –pursuant ~~Registrant’s~~to ~~Business~~Section ~~and~~12(b) ~~Operations~~of the Act:

~~Item 1.01~~Title ~~Entry~~of ~~into~~each aclass ~~Material~~Trading ~~Definitive~~Symbol(s) ~~Agreement~~Name of each exchange on which registered None N/A N/A

OnIndicate ~~April~~by 9,check ~~2018,~~mark wewhether ~~entered into a definitive Share Exchange and Funding Agreement (~~the ~~“Agreement”)~~Registrant ~~with Spot and Pay, Inc., a Nevada corporation (“Spot and Pay”). Under the Agreement, we are acquiring a 90% ownership stake in Spot and Pay. Spot and Pay~~ is ~~developing~~an aemerging ~~mobile~~growth ~~payment~~company ~~application~~as ~~that~~defined ~~is used~~ in ~~connection~~Rule ~~with~~405 ~~third~~of ~~party~~the QRSecurities ~~codes~~Act ~~that~~of ~~have~~1933 ~~been~~(230.405 ~~generated~~of ~~for~~this ~~specific~~chapter) ~~uses; i.e. individual consumer products, specific services~~ or ~~group~~Rule 12b-2 of ~~services offered to~~ the ~~general public,~~Securities ~~B2B~~Exchange ~~product~~Act ~~and~~of ~~service~~1934 ~~offerings, monetary donations to charitable organizations, and quick and easy bill payments on recurring monthly accounts~~(240.12b-2 ~~Following~~of this acquisition, our software development plan will include a substantially more robust proprietary platform wallet feature that will allow users to create their own wallet so that they may buy and sell bitcoin and other cryptocurrencies directly from the Spot & Pay platformchapter). ~~Our wallet feature will also provide seamless abilities to transfer money within the Spot & Pay user network instantly from one account to another without any processing delays.~~

~~Under~~Emerging ~~the~~Growth ~~Agreement,~~Company we[ acquired 90% of the outstanding capital stock of Spot and Pay from its founder and sole shareholder, Karthikeyan Mani. In exchange, we have agreed to issue Mr. Mani 500,000 shares of our common stock and we have agreed to provide a total of $300,000 in funding for development of the Spot & Pay platform. The $300,000 includes $50,000 paid previously to Spot and Pay, together with an additional $250,000 to be paid in one or more tranches over the next 180 days. The Spot & Pay platform as developed after the Agreement will be considered work-for-hire belonging to SocialPlay USA, Inc. Mr. Mani and Spot and Pay will use their best efforts to develop the mobile payment platform, with Mr. Mani to be bound by a two-year non-competition agreement following the conclusion of such efforts. In the event that we fail to fund the full $300,000 within 180 days from the Agreement, the Spot and Pay shares acquired by us and the SocialPlay USA shares issued to Mr. Mani will be returned in part based on a sliding scale set forth in the Agreement.]

~~The~~If ~~Agreement~~an ~~contains~~emerging ~~numerous~~growth ~~additional~~company, ~~terms~~indicate ~~and~~by ~~conditions~~check ~~and~~mark ~~should~~if bethe ~~reviewed~~Registrant inhas ~~its~~elected ~~entirety~~not to use the extended transition period for complying ~~additional~~with ~~information~~any new or revised financial accounting standards provided pursuant to Section 13a of the Exchange Act. [ ]

~~SECTION 9 – Financial Statements and Exhibits~~1

~~Item 9~~ITEM 4.01 ~~Financial~~CHANGES ~~Statements~~IN ~~and~~REGISTRANT’S ~~Exhibits.~~CERTIFYING ACCOUNTANT

Exhibit No.	Description
10.1	Share Exchange and Funding Agreement with Spot and Pay, Inc.

On October 11, 2019 we dismissed SRCO Professional Corporation (“SRCO”) as our independent registered public accounting firm.

During our two most recent fiscal years and the interim period preceding the date of dismissal, there were no disagreements with SRCO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to SRCO’s satisfaction, would have caused it to refer to the subject matter of the disagreement(s) in connection with any report it may have issued on our financial statements; and there were no “reportable events” as defined in Item 304(a)(1) of Regulation S-K of the Securities and Exchange Commission.

On October 11, 2019 we engaged Dale Mattheson, Carr-Hilton Labonte, LLP (“DMCL”) as our independent registered public accounting firm. During the two most recent fiscal years, and the subsequent interim period through the date of engagement, neither we, nor anyone engaged on our behalf, consulted with DMCL regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements.

The change in our independent accountants was approved by our Board of Directors.

We have furnished SRCO with a copy of this report and have requested that SRCO provide a letter addressed to the SEC stating whether or not they agree with the statements made herein or stating the reasons in which they do not agree. The letter from SRCO is filed as an exhibit to this report.

ITEM 9.01	EXHIBITS
Exhibit Number	Name and/or Identification of Exhibit
16	Letter from SRCO

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~~Date: ~~USA~~April 3, ~~Inc.~~2020

~~/s/~~SOCIALPLAY ~~Robert~~USA, ~~Rosner~~INC.

~~Robert~~By: ~~Rosner,~~/s/ ~~CEO~~Robert Rosner

~~Dated:~~Robert ~~April 20~~Rosner, ~~2018~~Chief Executive Officer

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