UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter period ended March 31, 2014

 (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934

For the transition period form                                                       to

Commission File number:   000-53502

Gamzio Mobile, Inc.

          (Exact name of registrant as specified in its charter)

Nevada	68-0676667
(State of other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

                    123 West NYE Ln., Ste. 129, Carson City, NV 89706

                   (Address of principal executive offices)

          (415) 839-1055

                         (Registrant’s telephone number, including area code)

             N/A

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [X]

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

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 after the distribution of securities subsequent to the distribution of securities under a plan confirmed by a court.  

Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: May 20, 2014: 55,658,252 common shares

2

Gamzio Mobile, Inc.

(Development Stage Company)

TABLE OF CONTENTS

		Page  Number
PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets as at March 31, 2014 and December 31, 2013	F-1
	Condensed Consolidated Statement of Operations; For the three months ended March 31, 2014 and 2013, and for the period January 13, 2012 (date of inception) to March 31, 2014	F-2
	Condensed Consolidated Statement of Cash Flows; For the three months ended March 31, 2014 and 2013, and for the period January 13, 2012 (date of inception) to March 31, 2014	F-3
	Notes to the Condensed Consolidated Financial Statements	F-4 to F-7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	7
ITEM 4.	Controls and Procedures	7
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings	8
ITEM 1A.	Risk Factors	8
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	8
ITEM 3.	Defaults Upon Senior Securities	8
ITEM 4.	Mine Safety Disclosures	8
ITEM 5.	Other Information	8
ITEM 6.	Exhibits	9
	SIGNATURES	10

3

PART I – FINANCIAL INFORMATION

ITEM 1 .   FINANCIAL STATEMENTS

The accompanying balance sheets of Gamzio Mobile, (the “Company”) at March 31, 2014 (with comparative figures as at December 31, 2013) and the statement of operations for the three months ended March 31, 2014 and 2013, and for the period January 13, 2012 (date of inception) to March 31, 2014, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that can be expected for the year ending December 31, 2014.

4

Gamzio Mobile, Inc.

(Development Stage Company)

Condensed Consolidated Balance Sheets

	March 31, 2014 (unaudited)		December 31, 2013
ASSETS
CURRENT ASSETS
Cash	$	4,482	$	25,856
Total Current Assets		4,482		25,856
PROPERTY AND EQUIPMENT
Furniture and equipment, net of accumulated depreciation of $5,819 and $2,975, respectively		1,700		2,125
Computer equipment, net of accumulated depreciation of  $4,477 and $3,727, respectively		2,130		2,662
Total Property and Equipment		3,830		4,787
Total Assets	$	8,312	$	30,643
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable	$	67,028	$	47,653
Accrued interest		251,668		232,534
Advance from third party		-		59,000
Line of credit		64,318		-
Advances from related parties		27,523		27,523
Convertible Notes payable		363,162		363,162
Total Current Liabilities		773,699		729,872
STOCKHOLDERS’ DEFICIENCY
Common stock
250,000,000 shares authorized, at $0.001 par value;
55,658,252  shares issued and outstanding, respectively		55,658		55,658
Additional paid-in capital		(435,870)		(435,870)
Deficit accumulated during the development stage		(385,175)		(319,017)
Total Stockholders’ Deficiency		(765,387)		(699,229)
Total Liabilities and Stockholders’ Deficiency	$	8,312	$	30,643

The accompanying notes are an integral part of these condensed consolidated financial statements

F-1

Gamzio Mobile, Inc.

(Development Stage Company)

Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2014 and 2013

And for the period from January 13, 2012 (date of inception) to March 31, 2014

 (unaudited)

	March 31, 2014			March 31, 2013			From January 13, 2012(date of inception) to March 31, 2014
REVENUES	$	2,743		$	-		$	2,743
EXPENSES
General and administrative expense		49,767			29,605			360,665
Total expenses		49,767			29,605			360,665
OTHER (INCOME) EXPENSE
Interest expense		19,134			-			27,253
Total other expense		19,134			-			27,253
NET LOSS	$	(66,158	)	$	(29,605	)	$	(385,175	)
NET LOSS PER COMMON SHARE
Basic and diluted	$	(0.00	)	$	(0.30	)
WEIGHTED AVERAGE OUTSTANDING SHARES
basic and diluted		55,658,252			100,000

The accompanying notes are an integral part of these consolidated condensed financial statements

F-2

Gamzio Mobile, Inc.

Condensed Statements of Cash Flows

For the Three Months Ended March 31, 2014 and 2013

And for the period from January 13, 2012 (date of inception) to March 31, 2014

(unaudited)

	March 31, 2014			March 31, 2013			From January 13, 2012 (date of inception) to March 31, 2014
OPERATING ACTIVITIES
Net loss	$	(66,158	)	$	(29,605	)	$	(385,175	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		957			-			1,665
Expenses paid by third party		5,318			33,750			64,318
Services contributed to capital by third party		-			-			100
Expenses paid by related party		-			-			255,041
Changes in operating assets and liabilities:
Changes in accounts payable		19,375			(4,145	)		37,135
Changes in accrued  interest		19,134			-			31,398
Net Cash (Used) In Operating Activities		(21,374	)		-			4,482
INVESTING ACTIVITIES		-			-			-
FINANCING ACTIVITIES		-			-			-
Net increase (decrease)  in cash		(23,174	)		-			4,482
Cash, beginning of period		25,856			-			-
Cash, end of period	$	4,482		$	-		$	4,482
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES
Net assets acquired in acquisition through issuance of common stock	$	-		$	-		$	387,105

The accompanying notes are an integral part of these condensed consolidated financial statements

F-3

Gamzio Mobile, Inc.

(Development Stage Company)

Notes to Condensed Consolidated Financial Statements

March 31, 2014

1.  BASIS OF PRESENTATION, DESCRIPTION OF THE BUSINESS

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Gamzio Mobile, Inc. and its subsidiary have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2013, included in our Report on Form 10-K filed with the SEC on April 15, 2014 for the year ended December 31, 2013.

In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three month periods have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

Description of Business

The Company, Gamzio Inc., began activity on January 13, 2012 and was formally incorporated under the laws of the State of Nevada on July 2, 2012 to innovate social casino games.

On October 23, 2013, Gamzio, Inc., (the “Company”) entered into and consummated a voluntary share exchange transaction with , Marine Drive Mobile Corp., a Nevada corporation (“MDMC”) pursuant to a Share Exchange Agreement by and among the MDMC, Gamzio and the Selling Stockholder (the “Exchange Agreement”).  Marine Drive Mobile Corp. is involved in technology to do with customer loyalty programs.

Effective November 15, 2013, the Company amended its Articles of Incorporation to change its name from “Marine Drive Mobile Corp.” to “Gamzio Mobile, Inc.”

The Company operates in the technology industry with two products: (1) social casino gaming, and (2) customer loyalty technology.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Principles of Consolidation

The consolidated financial statements include the accounts of Gamzio Mobile, Inc.  and  I Like A Deal, LLC (ILAD). All significant intercompany balances and transactions have been eliminated in consolidation.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

F-4

Gamzio Mobile, Inc.

(Development Stage Company)

Notes to Condensed Consolidated Financial Statements

March 31, 2014

Basic and Diluted Net Loss Per Share

Basic net loss per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net loss per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same. At March 31, 2014 and December 31, 2013 we had 7,263,240 common stock equivalents outstanding related to convertible debt.

Evaluation of Long-Lived Assets

The Company periodically reviews its long term assets for impairment and makes adjustments, if the carrying value exceeds fair value.

Property and Equipment

Property and equipment is stated at historical cost and depreciated over its estimated useful life.

Furniture and Equipment

Furniture and equipment is depreciated on a straight line basis over 3 years. Total depreciation expense for the three months ended March 31, 2014 and 2013 was $425 and $0, respectively.

Computer Equipment

Computer equipment is depreciated on a straight line basis over 3 years. Total depreciation expense for the three months ended March 31, 2014 and 2013 was $532 and $0, respectively.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Foreign Currency

The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency.  Translations denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statement of Operations:

(i)	Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;
(ii)		Non-Monetary items including equity are recorded at the historical rate of exchange; and
(iii)		Revenues and expenses are recorded at the period average in which the transaction occurred.

F-5

Gamzio Mobile, Inc.

(Development Stage Company)

Notes to Condensed Consolidated Financial Statements

March 31, 2014

Revenue Recognition

The Company earns revenue through consulting fees and from transaction fees it charges customers. Consulting fees are recorded in revenue when the service is completed. Transaction fees are recorded in revenue when a customer completes a purchase on the Company’s website and the related transaction fee is charged to the customer’s credit card.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.   Actual results could vary from the estimates that were assumed in preparing these financial statements.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation.

Recent Accounting Pronouncements

The Company does not expect the adoption of any other recent accounting pronouncements will have a material impact on its financial statements.

3. LINE OF CREDIT

During the three months ended March 31, 2014 the Company entered into a line of credit agreement with a third party for up to $500,000 with interest at 10% per year. The balance owing at March 31, 2014 was $64,318.

The Company accrued related interest expense of $1,508 during the three months ended March 31, 2014.

F-6

Gamzio Mobile, Inc.

(Development Stage Company)

Notes to Condensed Consolidated Financial Statements

March 31, 2014

4. NOTE PAYABLE

On October 23, 2013, as part of the share exchange agreement the Company acquired a convertible note payable of $363,162, plus accrued interest of $219,403. This note payable is convertible into stock at $0.05 per share and bears interest at 12% per year.

The Company accrued related interest expense of $17,626 during the three months ended March 31, 2014.

5. CAPITAL STOCK

On July 2, 2012, the Company issued 100,000 common shares to its CEO for $100 in services rendered. The December 31, 2012 capital accounts of the Company have been retroactively restated to reflect the equivalent number of common shares based on the exchange ratio of the merger transaction.

On October 23, 2013, the Company issued 30,000,000 shares of common stock to the shareholders of Gamzio Mobile, Inc. in exchange for their 25,658,000 shares as part of the share exchange agreement.

6. GOING CONCERN

The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern.   Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

7. SUBSEQUENT EVENTS

On April 15, 2014, the Company entered into the Cashbet Real Money Gaming Services Agreement (the “Agreement”) with Cashbet Alderney Limited, a Channel Islands organization registered in Alderney (“Cashbet”) and Mobile Gaming Technologies, Inc., a Delaware corporation.  Pursuant to the terms of the Agreement, Cashbet will provide the Company with a technology platform for real money gaming services, including regulatory licensing and compliance, customer service, hosting, banking and e-commerce services, and their software platform (the “Services”). Cashbet will collect all money from the customers and then pay Gamzio its share of the gaming revenues on a net 15 basis, for 90% of the amount due, and net 60 basis, for the balance due.

The term of the Agreement expires upon the one year anniversary of the date that the Company’s game is available for public download via the Cashbet platform, but is automatically renewed for additional one year terms unless one of the parties provides notice of its intent not to renew.  The Agreement may be terminated by either party if the other party breaches a material term or condition of the Agreement and such breach remains uncured for thirty (30) days.

F-7

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

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Form 10-Q contains statements that constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The words “expect,” “estimate,” “anticipate,” “predict,” “believe,” and similar expressions and variations thereof are intended to identify forward-looking statements. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, including the potential results of any acquisition or similar transaction, (c) anticipated trends in our industry, (d) our future financing plans, (e) our anticipated needs for working capital, and (f) the benefits related to ownership of our common stock. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements for the reasons, among others, described within the various sections of this Form 10-Q, specifically the section entitled “Risk Factors”.   In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Form 10-Q will in fact occur as projected. We undertake no obligation to release publicly any updated information about forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-Q or to reflect the occurrence of unanticipated events.

The risks described below are the ones we believe are most important for you to consider. These risks are not the only ones that we face. If events anticipated by any of the following risks actually occur, our business, operating results or financial condition could suffer and the future price of our common stock could decline.

The following discussion should be read in conjunction with the information contained in the financial statements of Gamzio Mobile, Inc. (“we”, “us”, “our”, or the ‘Company’) and the notes which form an integral part of the financial statements which are attached hereto.

The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.

Our Business

We were incorporated under the laws of the State of Nevada on January 18, 2007, under the name “Sona Resources, Inc.”, with authorized capital stock of 250,000,000 shares at $0.001 par value.  We were originally organized for the purpose of acquiring and developing mineral properties.

On June 6, 2011, we entered into the Exchange Agreement to acquire Marine Drive Technologies Inc., a corporation organized under the laws of Canada (“MDT”), a developer of scalable m-Commerce applications and services, and on July 6, 2011, we changed our name to “Marine Drive Mobile Corp.”  On August 26, 2011, we entered into a Membership Interests Purchase Agreement for the acquisition of the outstanding membership interests of I Like A Deal, LLC (“ILAD”), a developer of group buying web based software (the “ILAD Transaction”).  On September 12, 2011 we closed the Exchange Agreement with MDT and on October 3, 2011 we closed the Membership Interests Purchase Agreement with ILAD.

On September 11, 2013, the Company effected a one-for-one hundred reverse stock split of all of its issued and outstanding shares of common stock. 

On October 23, 2013, we entered into and consummated a voluntary share exchange transaction with Gamzio, Inc., a Nevada corporation and the sole stockholder of Gamzio, Inc. (the “Selling Stockholder”), pursuant to a Share Exchange Agreement by and among the Company, Gamzio, Inc. and the Selling Stockholder (the “Exchange Agreement”).

In accordance with the terms of the Agreement, the Company issued 30,000,000 shares of its common stock, par value $0.001 (the “Shares”) to the Selling Stockholder in exchange for 100% of the issued and outstanding capital stock of Gamzio, Inc. (the “Exchange Transaction”). As a result of the Exchange Transaction, the Selling Stockholder acquired 54% of the Company’s issued and outstanding shares of common stock, Gamzio, Inc. became the Company’s wholly-owned subsidiary, and the Company acquired the business and operations of Gamzio.

On November 15, 2013, the Company changed its name from "Marine Drive Mobile Corp." to "Gamzio Mobile, Inc.” and was assigned a new stock symbol, “GAMZ” by FINRA. On February 4, 2014, we changed our fiscal year to begin on January 1 and end on December 31.

5

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations, including the discussion on liquidity and capital resources, is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management re-evaluates its estimates and judgments.

The going concern basis of presentation assumes we will continue in operation throughout the next fiscal year and into the foreseeable future and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business.  Certain conditions, discussed below, currently exists which raise substantial doubt upon the validity of this assumption.  The financial statements do not include any adjustments that might result from the outcome of the uncertainty.

Results of Operations

The following discussion of the financial condition, results of operations, cash flows, and changes in our financial position should be read in conjunction with our audited consolidated financial statements and notes included in our Current Report on Form 10-K for the fiscal years ended December 31, 2013 and December 31, 2012, filed April 15, 2014. Such financial statements have been prepared in conformity with U.S. GAAP and are stated in United States dollars.

Comparison of the Three Month Periods Ended March 31, 2014 and March 31, 2013

For the three months ended March 31, 2014, we incurred a net loss of $66,158 compared to $29,605 for March 31, 2013.

Net revenue for the three months ended March 31, 2014 totaled $2,473 being our first revenue since inception.  This increase was attributable to revenues from the social casino gaming.

General and administration expenses for the three months ended March 31, 2014 increased by $20,162, from $29,605 to $49,767, when compared to the same period last year. The increase was due primarily to an increase of $22,418 in audit and accounting expense and $17,261 in legal expense offset by a reduction in game development fees.

Interest expenses for the three months ended March 31, 2014 increased by $19,134 when compared to the same period last year.  The increase was due to new debt and the loan assumed in the merger.     

Cash and Cash Equivalents

As of March 31, 2014, we had cash of $4,482 as compared to $25,856 as of December 31, 2013.  We anticipate that a substantial amount of cash will be used as working capital and to execute our strategy and business plan.  As such, we further anticipate that we will have to raise additional capital of approximately $500,000 to fund our operational and research and development needs over the next twelve months.

Liquidity and Capital Resources

As of March 31, 2014, we had cash of $4,482 and a working capital deficiency of $769,217 compared to a working capital deficiency of $704,016.  During the three month period ended March 31, 2014, we funded our operations from loans from third parties.

 For the three month period ended March 31, 2014, we used net cash of $21,374 in operations.

Our current cash requirements are significant due to the planned development and expansion of our business.  Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months.  The Company has completed a Letter of Credit for $500,000 with Quarry Bay Capital Ltd. to assist in funding operations.

In order to execute on our business strategy, we will require additional working capital, commensurate with our operational needs.  Such working capital will most likely be obtained through equity or debt financings until such time as our operations are producing revenue in excess of operating expenses.  There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

6

Gamzio Mobile, Inc.

(Development Stage Company)

Notes to Condensed Consolidated Financial Statements

March 31, 2014

ITEM 3.                      QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

At this time this is not applicable.

ITEM 4.                      CONTROLS AND PROCEDURES

Our management with the participation and under the supervision of our Principal Executive Officer and Principal Financial Officer reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined by Rule 13a-15(e) or 15d-15(e)) of the Exchange Act Rule 13a-15 as of the end of the period covered by this report.  Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are not effective as of March 31, 2014 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  This conclusion is based on findings that constituted material weaknesses.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2014 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

7

PART II – OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS

There are no legal proceedings to which we are a party, nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 1A.  RISK FACTORS

Not applicable.

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

None.

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.     MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.      OTHER INFORMATION

The Company received a Line of Credit for $500,000 at 10% from Quarry Bay Capital Ltd. With no specific terms for repayment.

8

ITEM 6.      EXHIBITS

The following exhibits are included as part of this report by reference:

Exhibit No.		Description
	3.1(a)	Articles of Incorporation (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
	3.1(b)	Amendment to Articles of Incorporation (incorporated by reference from registrant’s Current Report on Form 8-K/A filed on December 2, 2011)
	3.1(c)	Amendment to Articles of Incorporation (incorporated by reference from registrant’s Current Report on Form 8-K filed on November 15, 2013)
	3.3	By-laws (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
	4	Specimen Stock Certificate (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
	10.1	Cashbet Real Money Gaming Services Agreement, dated April 15, 2015, between Cashbet Alderney Limited, Mobile Gaming Technologies, Inc. and Gamzio Mobile, Inc. (incorporated by reference from the registrant’s Current Report on Form 8-K filed on April 24, 2014)
	10.2	Loan Agreement, dated  January 1, 2014, between Gamzio Mobile, Inc. and Quarry Bay Capital Ltd.*
	14	Code of Ethics (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
	21	Subsidiaries of the Company:  Gamzio, Inc.
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
	32	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
	101	Interactive Data Files*

*Filed herewith

9

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 thereunto duly authorized.

Date: May 20, 2014	By:	/s/ JASON DEIBOLDT
	Name:	Jason Deiboldt
	Title:	Chief Executive Officer and President
		(Principal Executive Officer)

10