10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1) 

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the year ended October 31, 2015
[   ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to

Commission file number: 333-192939

POCKET GAMES, INC.

(Exact name of registrant as specified in its charter)

Florida	46-3813936
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
909 Plainview Ave., Far Rockaway, New York	11691
(Address of principal executive offices)	(Zip Code)

(347) 318-8859

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None	N/A
Title of each class	Name of each exchange on which registered

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐  No ☒

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Sections 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 ☒  No ☐

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

☒ Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer  ☐	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

Based on the closing price of our common stock as listed on the OTC Markets listing service, the aggregate market value of the common stock of Pocket Games, Inc. held by non-affiliates as of April 30, 2015 was $482,699.

As of February 12, 2016, there were 61,196,255 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:  None.

Explanatory Note

The purpose of this Amendment No. 1 to the registrant’s Annual Report on Form 10-K for the period ended October 31, 2015, filed with the Securities and Exchange Commission on February 16, 2015 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K. Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible Business Reporting Language).

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	POCKET GAMES, INC.
	/s/ David Lovatt
Dated: February 25, 2016	By: David Lovatt, Chief Executive Officer, and Principal Financial Officer

In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

/s/ David Lovatt	CEO and sole Director	February 25, 2016
David Lovatt

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Document and Entity Information - USD ($)	12 Months Ended
	Oct. 31, 2015	Feb. 12, 2016	Apr. 30, 2015
Document And Entity Information
Entity Registrant Name	POCKET GAMES INC.
Entity Central Index Key	0001591157
Document Type	10-K
Document Period End Date	Oct. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--10-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 482,699
Entity Common Stock, Shares Outstanding		61,196,255
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2015

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Condensed Consolidated Balance Sheets - USD ($)	Oct. 31, 2015	Oct. 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$ 24,404	$ 430
Loan origination costs	25,675	2,728
Other assets	1,745	0
Total Current Assets	51,824	3,158
Fixed assets	4,420	0
TOTAL ASSETS	56,244	3,158
CURRENT LIABILITIES
Accounts payable	49,834	27,852
Accrued expenses, related parties	13,224	4,071
Accrued expenses	31,762	263
Accrued compensation	131,923	150,679
Derivative liability	1,369,662	0
Loans payable, related parties	14,781	15,789
Convertible debenture	240,452	6,185
Total Current Liabilities	1,851,638	204,839
TOTAL LIABILITIES	1,851,638	204,839
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock	0	0
Common stock	2,434	1,554
Additional paid-in capital	3,821,210	2,945,426
Subscriptions payable, consisting of -0- and 155,400 shares, respectively	0	10,878
Accumulated deficit	(5,618,984)	(3,159,539)
Accumulated other comprehensive loss	(54)	0
Total Stockholders' Equity (Deficit)	(1,795,394)	(201,681)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 56,244	$ 3,158

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Oct. 31, 2015	Oct. 31, 2014
Statement of Financial Position [Abstract]
Convertible debenture, net of discount	$ 298,497	$ 41,815
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000,000	1,000,000,000
Preferred stock, shares issued	1,000	0
Preferred stock, shares outstanding	1,000	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	499,000,000	499,000,000
Common stock, shares issued	24.339929	15,540,000
Common stock, shares outstanding	24.339929	15,540,000
Subscriptions payable, shares	0	155,400

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Condensed Consolidated Statements of Operations - USD ($)	12 Months Ended
	Oct. 31, 2015	Oct. 31, 2014
REVENUES
Revenues - Related Party	$ 6,608	$ 40,540
Revenues	17,766	0
Cost of revenues	(32,824)	(165,118)
Gross profit (loss)	(8,450)	(124,578)
OPERATING EXPENSES
General and administrative	136,065	25,203
Officer compensation	281,533	2,740,000
Professional fees	584,230	217,572
Total Operating Expenses	1,001,828	2,982,775
LOSS FROM OPERATIONS	(1,010,278)	(3,107,353)
OTHER INCOME (EXPENSES)
Other income	2,070	0
Loss on change in fair value of derivative liability	(1,072,689)	0
Interest expense	(349,704)	(5,270)
Loss on settlement of debt	(26,530)	0
Loss on foreign currency transactions	(2,314)	0
Total Other Income (Expenses)	(1,449,167)	(5,270)
NET LOSS BEFORE INCOME TAXES	(2,459,445)	(3,112,623)
PROVISION FOR INCOME TAXES	0	0
NET LOSS	$ (2,459,445)	$ (3,112,623)
NET LOSS PER SHARE, BASIC AND FULLY DILUTED	$ (0.13)	$ (0.24)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND FULLY DILUTED	19,311,709	13,045,699

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Statements of Stockholders' Equity (Deficit) - USD ($)	Series A Preferred Stock	Common Stock	Additional Paid-In Capital	Subscriptions payable	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Beginning balance, value at Oct. 31, 2013	$ 0	$ 660	$ 79,840	$ 0	$ (46,916)		$ 33,584
Beginning balance, shares at Oct. 31, 2013	0	6,600,000
Stock issued for services, value | Preferred stock issued for services, related party			2,500,000				2,500,000
Stock issued for services, value | Common stock issued for services, related party		$ 100	49,900				50,000
Stock issued for services, value	$ 0	$ 122	60,878	10,878			71,878
Stock issued for services, shares | Common stock issued for services, related party		1,000,000
Stock issued for services, shares	1,000	1,220,000
Common stock sold for cash, value | Preferred stock issued for services, related party	$ 522
Common stock sold for cash, value			133,978				134,500
Common stock sold for cash, shares | Preferred stock issued for services, related party	5,220,000
Common stock issued in exchange for intellectual property, value		$ 150	74,850				75,000
Common stock issued in exchange for intellectual property, shares		1,500,000
Beneficial conversion feature of convertible debenture			45,980				45,980
Foreign currency translation adjustment							0
Net loss			(3,112,623)		(3,112,623)		(3,112,623)
Ending balance, value at Oct. 31, 2014	$ 0	$ 1,554	2,945,426	10,878	(3,159,539)		(201,681)
Ending balance, shares at Oct. 31, 2014	1,000	15,540,000
Stock issued for services, value | Common stock issued for subscriptions payable		$ 16	10,862				10,878
Stock issued for services, value		$ 430	470,802				$ 471,232
Stock issued for services, shares | Common stock issued for subscriptions payable		155,400
Stock issued for services, shares		4,295,000					310,483
Common stock sold for cash, value		$ 123	12,177				$ 12,300
Common stock sold for cash, shares		1,230,000
Stock issued, value | Common stock issued for accrued compensation		$ 91	67,099				67,190
Stock issued, value | Common stock issued for conversion of debt		$ 221	49,947				50,168
Stock issued, shares | Common stock issued for accrued compensation		907,850
Stock issued, shares | Common stock issued for conversion of debt		2,211,679
Beneficial conversion feature of convertible debenture			180,959				180,959
Settlement of derivative due to conversion and repayment of convertible debt			66,913				66,913
Issuance of stock options			16,614				16,614
Foreign currency translation adjustment						$ (54)	(54)
Donated capital					411		411
Net loss					(2,459,445)		(2,459,445)
Ending balance, value at Oct. 31, 2015	$ 0	$ 2,434	$ 3,821,210	$ 0	$ (5,618,984)	$ (54)	$ (1,795,394)
Ending balance, shares at Oct. 31, 2015	1,000	24,339,929

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Condensed Consolidated Statements of Cashflows - USD ($)	12 Months Ended
	Oct. 31, 2015	Oct. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,459,445)	$ (3,112,623)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of loan origination costs	0	272
Amortization of discount on convertible debenture	288,162	4,165
Contributed capital, related party	411
Depreciation expense	296
Shares issued for services, related parties	$ 227,490	2,550,000
Shares issued for services	310,483
Interest expense for note derivative	$ 16,614	0
Change in fair value of derivative liabilities	1,072,689	0
Deferred costs	0	53,055
Other current assets	(24,692)	2,000
Accounts payable	22,430	14,463
Accrued expenses, related parties	9,153	2,531
Accrued expenses	33,667	263
Accrued officer compensation	(18,756)	131,179
Deferred revenues	0	(8,500)
Net Cash Used by Operating Activities	(521,498)	(216,317)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of fixed assets	(4,716)	0
Net Cash Used by Investing Activities	(4,716)	0
CASH FLOWS FROM FINANCING ACTIVITIES
Debt issuance costs	0	(3,000)
Payments on convertible debt	(134,000)	0
Payments on loans payable - related parties	(5,500)	0
Proceeds from convertible debenture	672,950	48,000
Proceeds from loans payable, related parties	4,492	15,789
Proceeds from sale of common stock	12,300	134,500
Net Cash Provided by Financing Activities	550,242	195,289
Foreign currency translation	(54)	0
DECREASE IN CASH AND CASH EQUIVALENTS	23,974	(21,028)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	430	21,458
CASH AND CASH EQUIVALENTS AT END OF PERIOD	24,404	430
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-cash investing and financing activities:
Derivative on convertible notes	363,886	0
Stock issued for conversion of debt	50,167	0
Settlement of derivative	66,913	0
Discount on beneficial conversion feature of convertible debentures	180,959	45,980
Stock issued for stock payable	$ 10,878	$ 0

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Note 1 - Nature of Business and Significant Accounting Operations

12 Months Ended

Oct. 31, 2015

Accounting Policies [Abstract]

Note 1 - Nature of Business and Significant Accounting Operations

Note 1 - Nature of Business and Significant Accounting Policies

Nature of Business

Pocket Games, Inc. (the “Company”) was incorporated on October 4, 2013 (“Inception”) under the laws of the State of Florida. The Company is engaged in the development, marketing and sale of interactive games for mobile devices, tablets and computers. The Company has limited customers and products and revenues to date.

On March 18, 2015, we created GodSpeed Games, Ltd., a limited company organized in accordance with the laws of India, and a wholly-owned subsidiary. GodSpeed operates out of Pune, India. GodSpeed Games provides Quality Assurance and testing services across all the major platforms and has vast experience in different game genres. Our experienced team is a mix of hardcore gamers and trained testing professionals, who understand both the technical and game-play aspects of a title. We help Game Studios to stay competitive in the challenging global market and ensure they keep production costs at a minimum

We develop games and provide end-end services for software and application development. We also have a dedicated division for server support and cloud management. Our clients rely on us to support their core IT architecture and provide 24/7 support for their business critical infrastructure

The Company has adopted a fiscal year end of October 31.

JOBS Act

The Company is an “emerging growth company” as defined in the recently-enacted JOBS Act, and is eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not “emerging growth companies.” As an “emerging growth company” under the JOBS Act, the Company is permitted to, and intends to, rely on exemptions from certain reporting and disclosure requirements, which may make our future public filings different than that of other public companies.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, the Company’s financial statements may not be comparable to companies that comply with public company effective dates.

The Company will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which the Company has, during the previous 3-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which the Company is deemed a “large accelerated filer” as defined under the federal securities laws.

Use of Estimates

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

Segment Reporting

Under FASB ASC 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued interest reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company also had debt instruments that required fair value measurement on a recurring basis.

Foreign Currency Transactions

The Company translates foreign currency transactions to the Company's functional currency (United States Dollar), at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term highly liquid investments purchased with original maturities of three months or less. Cash and cash equivalents at October 31, 2015 and 2014 were $24,404 and $430, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable may result from our product sales or outsourced application development services. Management must make estimates of the uncollectability of accounts receivables. Management specifically analyzed customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts.

Revenue Recognition

The Company generates revenue from three sources; sale of game applications, sale of advertising provided with games, and outsourced application development services. The Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured, which is typically after receipt of payment and delivery, net of any credit card charge-backs and refunds. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenues on advertising are deferred and recognized ratably over the advertising period.

Concentration of Revenue

All the revenue included in the accompanying financial statements is from one line of business, outsourced application development services, from a single related party customer, based in the United Kingdom.

Software Development Costs

Costs incurred in connection with the development of software products are accounted for in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market but may be expensed if the Company is in the development stage. Amortization of capitalized software development costs begins upon initial product shipment. Capitalized software development costs are amortized over the estimated life of the related product (generally thirty-six months), using the straight-line method. The Company evaluates its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of software assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such software assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the software asset. During the years ended October 31, 2015 and 2014, the Company did not capitalize any software development costs.

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred.

Research and Development

Expenditures for research and product development costs are expensed as incurred. The Company has expensed development costs of $-0- during the years ended October 31, 2015 and 2014, respectively.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Basic and Diluted Loss Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure.

Stock-Based Compensation

The Company adopted FASB guidance on stock based compensation. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company recognized $537,973 and $2,696,878 for services and compensation for the years ended October 31, 2015 and 2014, respectively.

Derivative Liability

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

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Note 2 - Going Concern

12 Months Ended

Oct. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Note 2 - Going Concern

Note 2 - Going Concern

As shown in the accompanying financial statements, the Company has incurred continuous losses from operations, has an accumulated deficit of $5,618,984, has a negative working capital of $1,799,814 and has cash on hand of $24,404 as of October 31, 2015, and has generated minimal revenues to date, all of which are from a related party. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is currently seeking additional sources of capital to fund short term operations through debt or equity investments, including loans from Officers and Directors. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Note 3 - Fair Value of Financial Instruments

12 Months Ended

Oct. 31, 2015

Investments, All Other Investments [Abstract]

Note 3 - Fair Value of Financial Instruments

Note 3 – Fair Value of Financial Instruments

Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has convertible notes that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of October 31, 2015 and 2014, respectively:

	Fair Value Measurements at October 31, 2015
	Level 1		Level 2			Level 3
Assets
Cash	$	24,404	$	—		$	—
Total assets		24,404		—			—
Liabilities
Loans payable, related parties		—		14,781			—
Convertible debenture, net of discount of $298,497		—		—			240,452
Derivative liability		—		—			1,369,662
Total Liabilities		—		(14,781	)		(1,610,114	)
	$	24,404	$	(14,781	)	$	(1,610,114	)

	Fair Value Measurements at October 31, 2014
	Level 1		Level 2			Level 3
Assets
Cash	$	430	$	—		$	—
Total assets		430		—			—
Liabilities
Loans payable, related parties		—		15,789			—
Convertible debenture, net of discount of $41,815		—		6,185			—
Total liabilities		—		(21,974	)		—
	$	430	$	(21,974	)	$	—

There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the years ended October 31, 2015 and 2014.

Level 2 liabilities consist of short term unsecured loans payable to related parties. No fair value adjustment was necessary during the years ended October 31, 2015 and 2014.

Level 3 liabilities consist of a total of $240,452 of convertible debentures and related derivative liability of $1,369,662 as of October 31, 2015. A discount of 298,497 and $41,815 was recognized at October 31, 2015 and 2014, respectively

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Note 4 - Related Party Transactions

12 Months Ended

Oct. 31, 2015

Related Party Transactions [Abstract]

Note 4 - Related Party Transactions

Note 4 – Related Party Transactions

Promissory Note

From time to time the Company received unsecured loans, bearing interest at 12% per annum, maturing on December 31, 2014 (in default) from one of the Company’s Directors and Treasurer, as disclosed in Note 5.

Stock Issuances

On December 15, 2013, the Company issued 1,000,000 shares of common stock to an officer of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $50,000 based on recent sales prices of the Company’s common stock on the date of grant, and was paid ratably against accrued compensation over the subsequent six month period.

On April 25, 2014, the Company issued 1,000 shares of Series A Preferred Stock to its chief executive officer and sole director as a bonus for services provided. The fair value of the common stock was $2,500,000 based on the closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.

On November 6, 2014, the Company issued 350,000 shares to a related party of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $29,750 based on closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.

On February 17, 2015, the Company issued 478,850 shares of common stock to an officer of the Company as payment for accrued compensation in lieu of cash. The fair value of the common stock was $47,885 based on the closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.

On June 4, 2015, the Company issued 429,000 shares of common stock to an officer of the Company as payment for accrued compensation in lieu of cash. The fair value of the common stock was $19,305 based on the closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.

On September 9, 2015,the Company issued 300,000 shares to employees of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $50,550 based on closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.

On October 20, 2015, the Company issued 1,000,000 shares to employees of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $80,000 based on closing stock price of the Company’s common stock on the date of grant which is the best evidence of fair value.

Revenues

The Company entered into a contract, as amended in January 2014 and again in June 2014, whereby the Company will develop and deliver, on a milestone schedule, a game application, to an entity related to an officer of the Company. The officer is an owner and a director on the customer's Board. The Company was established on October 4, 2013 and had no independent revenues or significant operations during the year ended October 31, 2014. Related party revenues $40,540 for the year ended October 31, 2014.

The Company entered into a contract with a related party during the fiscal year ended October 31, 2015, whereby, the Company will perform testing on games and application. The total revenue recognized as a result of such agreement is $6,608 out of the total $24,374 or 27% of total revenue.

Employment Contracts

On October 4, 2013, the Company entered into two employment agreements with the two officers of the Company. Both agreements are for a term of three years and require monthly payments of $10,000 to each officer. Accrued compensation was $131,923 and $150,679 at October 31, 2015 and 2014, respectively.

Rents

The Company leases office space from a shareholder and consultant (the “Landlord”). The amounts due to the Landlord were $2,000 and $500 as of October 31, 2015 and 2014, respectively. These amounts are included in accrued expenses, related parties on the accompanying balance sheets.

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Note 5 - Loans Payable, Related Parties

12 Months Ended

Oct. 31, 2015

Related Party Transactions [Abstract]

Note 5 - Loans Payable, Related Parties

Note 5 – Loans Payable, Related Parties

Loans payable, related parties, consists of the following at October 31, 2015 and October 31, 2014, respectively:

	October 31,		October 31,
	2015		2014
12% unsecured promissory note, bearing interest at 12% per annum from a related party, one of the Company’s Directors and Treasurer, maturing on December 31, 2014 (in default).	$	9,500	$	—
Miscellaneous loans, non-interest bearing, due on demand		5,281		15,789
	$	14,781	$	15,789

The Company recognized interest expense of $1,343 and $570 during the years ended October 31, 2015 and 2014, respectively. No interest has been paid to date.

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Note 6 - Convertible Debenture

12 Months Ended

Oct. 31, 2015

Cash and Cash Equivalents [Abstract]

Note 6 - Convertible Debenture

Note 6 – Convertible Debenture

Convertible debentures consist of the following at October 31, 2015 and 2014, respectively:

	October 31,		October 31,
	2015		2014
Originated October 6, 2014, unsecured $48,000 convertible promissory note, which carries an 8% interest rate and matures on July 9, 2015 (“First KBM Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was converted to stock during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $41,815, respectively)	$	—	$	6,185
Originated November 7, 2014, unsecured $43,000 convertible promissory note, which carries an 8% interest rate and matures on August 11, 2015 (“Second KBM Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively)		—		—
Originated December 10, 2014, unsecured $33,000 convertible promissory note, which carries an 8% interest rate and matures on September 12, 2015 (“Third KBM Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively)		—		—

Originated February 23, 2015, unsecured $33,000 convertible promissory note, which carries an 8% interest rate and matures on November 25, 2015 (“First Vis Vires Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively)	—	—
Originated June 8, 2015, unsecured $53,000 convertible promissory note, which carries an 8% interest rate and matures on March 8, 2016 (“Second Vis Vires Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $22,791 and $-0-, respectively)	30,209	—
Originated July 22, 2015, unsecured $38,000 convertible promissory note, which carries an 8% interest rate and matures on April 22, 2016 (“Third Vis Vires Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (51%) of the average of the three lowest closing bid prices of the Company’s common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $24,873 and $-0-, respectively)	13,127	—

Originated August 17, 2015, unsecured $48,000 convertible promissory note, which carries an 8% interest rate and matures on May 20, 2016 (“Fourth Vis Vires Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (51%) of the average of the three lowest closing bid prices of the Company’s common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $5,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $35,003 and $-0-, respectively)	12,997	—
Originated May 7, 2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 8, 2016 (“First 145 Carroll Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares.(less unamortized discount on beneficial conversion feature of $2,311 and $-0-, respectively)	7,689	—
Originated May 8, 2015, unsecured $110,000 convertible promissory note, which carries a 10% interest rate and matures on May 8, 2016 (“First JDF Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $62,146 and $-0-, respectively)	47,854	—
Originated October 9, 2015, unsecured $61,600 convertible promissory note, which carries a 10% interest rate and matures on October 9, 2016 (“Second JDF Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest reported sales prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $57,897 and $-0-, respectively)	3,703	—

Originated June 10, 2015, unsecured $25,000 convertible promissory note ($25,000 received as of July 31, 2015), which carries a 0% interest rate for the first three months, and matures on June 10, 2017 (“First JMJ Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the lowest trade price of the Company’s common stock for the twenty-five (25) trading days prior to the conversion date. (less unamortized discount due to derivative of $-0- and $-0-, respectively)	—	—
Originated May 27, 2015, unsecured $74,500 convertible promissory note, which carries an 8% interest rate and matures on November 27, 2015 (“First Minerva Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $4,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $3,563 and $-0-, respectively)	70,937	—
Originated June 29, 2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 28, 2016 (“Second Minerva Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. (less unamortized discount due to derivative of $2,974 and $-0-, respectively)	7,026	—
Originated July 9, 2015, unsecured $53,000 convertible promissory note, which carries a 10% interest rate and matures on July 9, 2016 (“First Essex Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the lowest closing price of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $17,160 and $-0-, respectively)	35,840	—

Originated August 4, 2015 unsecured $20,350 convertible promissory note, which carries an 8% interest rate and matures on August 6, 2016 (“First Abramowitz Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock, or $0.00005 per share, for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.  (less unamortized discount due to derivative of $15,457 and $-0-, respectively).  In conjunction with this note, the company issued 203,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years.		4,893			—
Originated September 10, 2015, unsecured $30,250 convertible promissory note, which carries an 8% interest rate and matures on September 10, 2016 (“First VigereNote”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $26,035 and $-0-, respectively).  In conjunction with this note, the company issued 298,029 common stock warrants with an exercise price of $0.11165 per share with a term of 5 years.		4,215			—
Originated October 15, 2015, unsecured $30,250 convertible promissory note, which carries an 8% interest rate and matures on October 15, 2016 (“Second VigereNote”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative and $-0-, respectively).  In conjunction with this note, the company issued 263,043 common stock warrants with an exercise price of $0.1265 per share with a term of 5 years.		1,962			—
Convertible debenture		240,452			6,185
Less: current maturities of convertible debenture		(240,452	)		(6,185	)
Long term convertible debenture	$	—		$	—

The Company recognized interest expense in the amount of $36,523 and $263 for the years ended October 31, 2015 and 2014, respectively, related to the convertible debentures above.

In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible debts by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible debt. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt.

The aforementioned accounting treatment resulted in a total debt discount equal to $544,845 for the year ended October 31, 2015 and $45,980 for the year ended October 31, 2014. The discount is amortized on a straight line basis, which approximated the effective interest method due to the short term duration of the note, from the dates of issuance until the stated redemption date of the debts, as noted above. During the years ended October 31, 2015 and 2014, the Company recorded debt amortization expense in the amount of $263,470 and $3,893, respectively, attributed to the aforementioned debt discount.

In addition, a total of $48,000 and $3,000 of debt issuance cost were incurred pursuant to the closings of the convertible debentures during the years ended October 31, 2015 and 2014, respectively, which are being amortized to interest expense over the term of the debentures using the straight line method, which approximate the effective interest method. The Company recorded a total of $24,692 ($25,672 net of discount) and $272 ($2,728 net discount) of interest expense pursuant to the amortization of the issuance cost during the years ended October 31, 2015 and 2014, respectively.

In accordance with ASC 815-15, the Company determined that the variable conversion features and shares to be issued represented derivative features, and these are shown as derivative liabilities on the balance sheet. The Company calculated the fair value of the compound embedded derivative associated with the convertible debentures utilizing a lattice model.

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Note 7 - Derivative Liability

12 Months Ended

Oct. 31, 2015

Notes to Financial Statements

Note 7 - Derivative Liability

Note 7 – Derivative Liability

As discussed in Note 6 under Convertible Debentures, the Company issued convertible notes payable that provide for the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date.

The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a multinomial lattice model. The Company’s current convertible debt derivative liabilities were $1,369,662 and $-0- at October 31, 2015 and 2014, respectively.

The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recognized current derivative liabilities of $1,369,662 and $0 at October 31, 2015 and 2014, respectively. The change in fair value of the derivative liabilities resulted in a loss of $1,072,689 and $0 for the twelve months ended October 31, 2015 and 2014, respectively, which has been reported as other expense in the statements of operations. The loss of $1,072,689 for the twelve months ended October 31, 2015 consisted of a loss of $181,659 due to the value in excess of the face value of the convertible notes, a net loss of $618,157 attributable to the fair value of warrants and a net loss in market value of $272,873 on the convertible notes.

The following presents the derivative liability value at October 31, 2015 and 2014, respectively:

	October 31,		October 31,
	2015		2014
Convertible notes	$	751,505	$	—
Warrants		618,157		—
	$	1,369,662	$	—

The following is a summary of changes in the fair market value of the derivative liability during the year ended October 31, 2015:

	Derivative
	Liability
	Total
Balance, October 31, 2014	$	—
Increase in derivative value due to issuances of convertible promissory notes		545,545
Increase in derivative value due to issuances of Warrant		423,826
Decrease due to debt conversion		(66,913	)
Change in fair market value of derivative liabilities due to the mark to market adjustment		467,204
Balance, October 31, 2015	$	1,369,662

Key inputs and assumptions used to value the convertible debentures and warrants issued during the year ended October 31, 2015:

Convertible notes derivatives:

· The stock price would fluctuate with the Company projected volatility. The stock price increased in this period ending 10/31/15 from $0.025 to $0.16.

· The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note:

· The derivative Investor Convertible Notes convert after 90-180 days at the lessor of 51% or 58% of the average 3 lows in 10 or 30 trading days or the fixed exercise price set at issuance subject to full ratchet reset provisions;

· Capital raising events are a factor for this Notes full reset provisions.

· An event of default at 15% - 24% interest rate would occur 0% of the time, increasing 1.00%per month to a maximum of 10% with a 150% penalty;

· The company would redeem the notes (with a 120% – 135% – 145% penalty) projected initially at 0% of the time and increase monthly by 10.0% to a maximum of 50.0% (from alternative financing being available for a Redemption event to occur);and

· The Holder would automatically convert the note at the maximum of 2 times the conversion price or the stock price if the registration was effective (assumed after 180 days) and the Company was not in default with the target conversion price dropping as maturity approaches.

Warrant derivatives:

· The Warrants exercise prices are fixed and subject to full ratchet reset provisions;

· The stock price would fluctuate with the Company projected volatility. The stock price increased in this period ending 10/31/15 from $0.025 to $0.16.

· The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility of the Company and the term remaining for each note:

· The Holder would exercise the Warrant as they become exercisable (effective registration is projected 90 days from issuance and the earliest exercise is projected 180 days from issuance) at target prices of 2 times the higher of the projected reset price or stock price.

· Capital raising events (a single financing at 6 months from the issuance date) are a factor for these Warrants – full reset events projected to occur based on future stock issuance (quarterly) resulting in a reset exercise price.

· No Warrants expired nor reset nor exercised in this period ending 10/31/15.

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Note 8 - Changes in Stockholders’ Equity (Deficit)

12 Months Ended

Oct. 31, 2015

Notes to Financial Statements

Note 8 - Changes in Stockholders’ Equity (Deficit)

Note 8 – Changes in Stockholders’ Equity (Deficit)

Authorized Shares, Common Stock

The Company is authorized to issue 499,000,000 shares of $0.0001 par value common stock. As of October 31, 2015, 24,339,929 shares were issued and outstanding.

Authorized Shares, Preferred Stock

The Company is also authorized to issue 1,000,000,000 shares of its preferred stock. On April 25, 2014, the Company designated (the “Designation”) a series of our preferred stock as Series A Preferred Stock, (“Series A Preferred Stock”) and issued 1,000 shares of the Series A Preferred Stock to its chief executive officer and sole director.

As a result of the Designation:

· The Company is authorized to issue 1,000 shares of Series A Preferred Stock;

· Holders of the A Preferred Stock will not be entitled to receive dividends;

· The holders of the Series A Preferred Stock then outstanding shall not be entitled to receive any distribution of Company assets;

· The Series A Preferred Stock will not be convertible into shares of the Company’s common stock.

· The holders of the Series A Preferred Stock shall have the following voting rights:

(i) To vote together with the holders of the Common Stock as a single class on all matter submitted for a vote of holders of Common Stock;

(ii) Each one (1) share of Series A Preferred Stock shall have voting rights equal to 50,000 shares of our Common Stock, providing for the holder of the Series A Preferred Stock to have aggregate voting rights equal to 50,000,000 shares of our Common Stock;

(iii) The holder of the Series A Preferred Stock shall be entitled to receive notice of any stockholders’ meeting in accordance with the Articles of Incorporation and By-laws of the Company.

(iv) So long as any shares of Series A Preferred Stock remain outstanding, we will not, without the written consent or affirmative vote of the holders of 100% of the outstanding shares of the Series A Preferred Stock, (i) amend, alter, waive or repeal, whether by merger consolidation, combination, reclassification or otherwise, the Articles of Incorporation, including this Certificate of Designation, or our By-laws or any provisions thereof (including the adoption of a new provision thereof), (ii) create, authorize or issue any class, series or shares of Preferred Stock or any other class of capital stock. The vote of the holders of at least one-hundred percent of the outstanding Series A Stock, voting separately as one class, shall be necessary to adopt any alteration, amendment or repeal of any provisions of this Resolution, in addition to any other vote of stockholders required by law.

Preferred Stock Issuances, for the Period Ending October 31, 2014

On April 25, 2014, the Company issued 1,000 shares of Series A Preferred Stock to its chief executive officer and sole director as a bonus for services provided. The fair value of the common stock was $2,500,000 based on recent sales prices of the Company’s common stock on the date of grant.

Common Stock Issuances, for the Period Ending October 31, 2014

On various dates between November 4, 2013 and November 6, 2013, the Company sold a total of 1,500,000 shares of common stock at $0.004 per share amongst three individuals, resulting in total proceeds of $6,000.

On various dates between November 6, 2013 and November 11, 2013, the Company sold a total of 500,000 shares of common stock at $0.05 per share amongst three individuals, resulting in total proceeds of $25,000.

On various dates between November 15, 2013 and December 5, 2013, the Company sold a total of 1,100,000 shares of common stock at $0.025 per share amongst five individuals, resulting in total proceeds of $27,500.

On December 12, 2013, the Company issued 200,000 vested common shares to an attorney for legal services. The fair value of the common stock was $10,000 based on recent sales prices of the Company’s common stock on the date of grant.

On December 15, 2013, the Company issued 1,000,000 shares of common stock to an officer of the Company as payment for compensation in lieu of cash. The fair value of the common stock was $50,000 based on recent sales prices of the Company’s common stock on the date of grant, and was paid ratably against accrued compensation over the subsequent six month period.

On various dates between February 21, 2014 and March 24, 2014, the Company sold a total of 1,120,000 shares of common stock at $0.05 per share amongst nine individuals, resulting in total proceeds of $56,000.

On various dates between March 11, 2014 and March 17, 2014, the Company sold a total of 1,000,000 shares of common stock at $0.02 per share amongst four individuals, resulting in total proceeds of $20,000.

On May 8, 2014, the Company issued 600,000 shares of common stock pursuant to an agreement with our transfer agent to provide DTC advisory services. The fair value of the common stock was $30,000 based on recent sales prices of the Company’s common stock on the date of grant.

On May 14, 2014, the Company issued 1,500,000 shares of common stock for the purchase of Intellectual Property pursuant to a Purchase Agreement. The fair value of the common stock was $75,000 based on recent sales prices of the Company’s common stock on the date of grant. The Intellectual Property, consisting of the fair value of the common stock, along with a cash payment of $20,000, was subsequently impaired and expensed as Development Costs within the Statement of Operations.

On June 11, 2014, the Company issued 120,000 vested common shares to an attorney for legal services. The fair value of the common stock was $6,000 based on recent sales prices of the Company’s common stock on the date of grant.

Common Stock Issuances, for the Period Ending October 31, 2015

During the year ended October 31, 2015, the Company issued 4,295,000 shares of common stock for consulting services. The fair value of the common stock was $471,232 based on the market price of the Company’s common stock on the date of grant.

During the year ended October 31, 2015, the Company issued 907,850 shares of common stock for payment of accrued compensation to the president of the Company. The fair value of the common stock was $67,190 based on the market price of the Company’s common stock on the date of grant.

During the year ended October 31, 2015, the Company issued 1,230,000 shares of common stock for cash in the amount of $12,300.

During the year ended October 31, 2015, the Company issued 2,211,679 shares of common stock for the conversion of convertible notes payable in the amount of $50,168. As the conversions were within the terms of the agreement, no additional gain or loss on the conversion has been recognized.

Stock Options, for the Period Ending October 31, 2015

During the year ended October 31, 2015, the Company issued 500,000 stock options to a service provider and exercisable over a 4 year term expiring on April 28, 2019. The values of the options were estimated using a Black-Scholes option pricing model equal to $16,614. The key inputs to the model were the number of options 500,000, share price on the grant date of $0.04, exercise price of $0.20, terms of 4 years, volatility of 211% and a discount rate of 0.43%.As the shares are fully vested on the date of agreement, the value of the options of $16,614 was fully expensed on the date of grant.

The following table summarizes the changes in options outstanding:

	Number of Shares		Weighted Average Exercise Price
Outstanding as of November 1, 2013		—	$	—
Granted		—		—
Exercised		—		—
Cancelled		—		—
Outstanding at October 31, 2014		—	$	—
Granted		500,000		0.20
Exercised		—		—
Cancelled		—		—
Outstanding at October 31, 2015		500,000	$	0.20

Common Stock Warrants, for the Period Ending October 31, 2015

The Company issued 6,846,394 warrants on May 8, 2015 with an exercise price of $0.0140 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

On August 4, 2015, the Company issued warrants of 203,500 with an exercise price of $0.011 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

On August 17, 2015, the Company issued warrants of 486,662 with an exercise price of $0.0580 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

On September 10, 2015, the Company issued warrants of 573,706 with an exercise price of $0.0580 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

On October 9, 2015, the Company issued warrants of 560,000 with an exercise price of $0.011 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

On October 15, 2015, the Company issued warrants of 573,706 with an exercise price of $0.0580 per share and a term of 5 years in conjunction with the convertible debt issuance. The exercised price of the warrants is updated to the lowest offering price of common stock based on subsequent equity sales. As such, the number of share of common stock issuable upon exercise of the warrants is indeterminate. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the warrants and shares to be exercised were recorded as derivative liabilities on the issuance date.

The following table summarizes the changes in warrants outstanding:

	Number of Shares		Weighted Average Exercise Price
Outstanding as of November 1, 2013		—	$	—
Granted		—		—
Exercised		—		—
Cancelled		—		—
Outstanding at October 31, 2014		—	$	—
Granted		9,243,968		0.022
Exercised		—		—
Cancelled		—		—
Outstanding at October 31, 2015		9,243,968	$	0.022

Subscriptions Payable, for the Period Ending October 31, 2014

On May 1, 2014, the Company granted 300,000 shares of common stock pursuant to an agreement with a consultant to provide services from May 1, 2014 through June 30, 2014. The fair value of the common stock was $15,000 based on recent sales prices of the Company’s common stock on the date of grant. The shares were presented as Subscriptions Payable in the accompanying Balance Sheet and subsequently issued.

Subscriptions Payable, for the Period Ending October 31, 2015

On November 6, 2014, the Company issued 155,400 shares of common stock pursuant to an agreement with a consultant which had previously been recorded as Subscriptions Payable in the amount of $10,878 in the accompanying balance sheet at October 31, 2014.

Settlement of convertible debt, for the Period Ending October 31, 2015

During the period, the Company repaid back convertible debt in the amount of $134,000 and converted $50,168 of debt for 2,211,679 shares of the common stock. As a result of such conversion and repayment, the Company reduced its derivative liability by $66,913.

Beneficial Conversion feature, for the Period Ending October 31, 2015

During the period, the Company issued convertible promissory note with a variable conversion price; as a result, the Company recorded $180,959 in discount and amortized the balance over the life of the notes.(see Note 6 and Note 7).

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Note 9 - Commitments and Contingencies

12 Months Ended

Oct. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Note 9 - Commitments and Contingencies

Note 9 – Commitments and Contingencies

Intellectual Property Purchase Agreement

On February 12, 2014, the Company entered into an Intellectual Property Purchase Agreement, whereby the Company purchased from the seller a certain software game application. Subject to the terms and conditions of this Agreement, the Company issued to the seller 1,500,000 shares of common shares. Additionally, the Company agreed to pay to the Seller the cost for development and modification of $40,000, of which $20,000 was paid during the year ended October 31, 2014 and is included in development costs in the accompanying statement of operations, and the remaining balance of $20,000 shall be paid as the work passes through quality control.

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Note 10 - Income Taxes

12 Months Ended

Oct. 31, 2015

Income Tax Disclosure [Abstract]

Note 10 - Income Taxes

Note 10 – Income Taxes

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

For the years ended October 31, 2015 and 2014, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. The net operating loss carry forwards, if not utilized, will begin to expire in 2028.

	October 31,			October 31,
Deferred tax assets:	2015			2014
Net operating loss carryforwards	$	1,243,762		$	372,642
Net deferred tax assets before valuation allowance		435,317			98,350
Less: Valuation allowance		(435,317	)		(98,350	)
	$	—		$	—

Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at October 31, 2015 and 2014, respectively.

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:

	October 31,			October 31,
	2015			2014
Federal and state statutory rate		35	%		35	%
Change in valuation allowance on deferred tax assets		(35	%)		(35	%)

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Note 11 - Subsequent Events

12 Months Ended

Oct. 31, 2015

Subsequent Events [Abstract]

Note 11 - Subsequent Events

Note 11 – Subsequent Events

Subsequent to October 31, 2015, the Company issued a total of 36,856,326 shares of common stock.

On February 9, 2016, Pocket Games, Inc. entered into a Share Exchange Agreement (the “Exchange Agreement”) with Social Technology Holdings, Inc., a Delaware corporation (“STH”), AEL Irrevocable Trust (“AIT”), Sugar House Trust (“SHT”, and together with AIT, the “STH Majority Shareholders”) and David Lovatt, the principal and controlling shareholder of the Company (“Lovatt”) regarding the acquisition by the Company from the STH Majority Shareholders of 20,000,000 shares of Class A common stock, par value $0.0001 per share, of STH (the “STH Class A Common Stock”) and 2,000,000 shares of Class B common stock, par value $0.0001 per share, of STH (the “STH Class B Common Stock”). The STH Class A Common Stock and the STH Class B Common Stock transferred to the Company by the STH Majority Shareholders constitute 80% of the issued and outstanding shares of STH Class A Common Stock and 100% of the STH Class B Common Stock.

In exchange for the STH Class A Common Stock and STH Class B Common Stock, the Company issued to the STH Majority Shareholders an aggregate of 320,000 shares of non-redeemable, voting convertible shares of Series B preferred stock of the Company (the “Company Series B Preferred Stock”). In addition, Lovatt, as the owner of 1,000 shares, or 100%, of Company’s Series A Preferred Stock, returned such shares to the Company treasury, in exchange for which the Company reissued 500 shares of such Series A Preferred Stock to the STH Majority Shareholders, and 500 shares of Company Series A Preferred Stock, together with 80,000 shares of Company Series B Preferred Stock, to Lovatt. Each share of the Company’s Series A Preferred Stock entitles the holder(s) to cast 50,000 votes at any meeting of Company stockholders or in connection with any consents required of Company common stockholders.

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Note 1 - Nature of Business and Significant Accounting Operations (Policies)

12 Months Ended

Oct. 31, 2015

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

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

Segment Reporting

Segment Reporting

Under FASB ASC 280-10-50, the Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued interest reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company also had debt instruments that required fair value measurement on a recurring basis.

Foreign Currency Transactions

Foreign Currency Transactions

The Company translates foreign currency transactions to the Company's functional currency (United States Dollar), at the exchange rate effective on the invoice date. If the exchange rate changes between the time of purchase and the time actual payment is made, a foreign exchange transaction gain or loss results which is included in determining net income for the period.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term highly liquid investments purchased with original maturities of three months or less. Cash and cash equivalents at October 31, 2015 and 2014 were $24,404 and $430, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable may result from our product sales or outsourced application development services. Management must make estimates of the uncollectability of accounts receivables. Management specifically analyzed customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts.

Revenue Recognition

Revenue Recognition

The Company generates revenue from three sources; sale of game applications, sale of advertising provided with games, and outsourced application development services. The Company recognizes revenue using four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured, which is typically after receipt of payment and delivery, net of any credit card charge-backs and refunds. Determination of criteria (3) and (4) are based on management’s judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenues on advertising are deferred and recognized ratably over the advertising period.

Concentration of Revenue

Concentration of Revenue

All the revenue included in the accompanying financial statements is from one line of business, outsourced application development services, from a single related party customer, based in the United Kingdom.

Software Development Costs

Software Development Costs

Costs incurred in connection with the development of software products are accounted for in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market but may be expensed if the Company is in the development stage. Amortization of capitalized software development costs begins upon initial product shipment. Capitalized software development costs are amortized over the estimated life of the related product (generally thirty-six months), using the straight-line method. The Company evaluates its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of software assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such software assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the software asset. During the years ended October 31, 2015 and 2014, the Company did not capitalize any software development costs.

Advertising and Promotion

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred.

Research and Development

Research and Development

Expenditures for research and product development costs are expensed as incurred. The Company has expensed development costs of $-0- during the years ended October 31, 2015 and 2014, respectively.

Income Taxes

Income Taxes

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure.

Stock-Based Compensation

Stock-Based Compensation

The Company adopted FASB guidance on stock based compensation. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company recognized $537,973 and $2,696,878 for services and compensation for the years ended October 31, 2015 and 2014, respectively.

Derivative Liability

Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, "Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income 24 Table of Contents POCKET GAMES, INC. Notes to the Consolidated Financial Statements October 31, 2015 and 2014 (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. We analyzed the derivative financial instruments (the Convertible Note and tainted Warrant), in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock" also hinges on whether the instrument is indexed to an entity's own stock. A non-derivative instrument that is not indexed to an entity's own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity's own stock. First, the instrument's contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument's settlement provisions. The Company utilized multinomial lattice models that value the derivative liability within the notes based on a probability weighted discounted cash flow model. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

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Note 3 - Fair Value of Financial Instruments (Tables)

12 Months Ended

Oct. 31, 2015

Investments, All Other Investments [Abstract]

Valuation of financial instruments at fair value

	Fair Value Measurements at October 31, 2015
	Level 1		Level 2			Level 3
Assets
Cash	$	24,404	$	—		$	—
Total assets		24,404		—			—
Liabilities
Loans payable, related parties		—		14,781			—
Convertible debenture, net of discount of $298,497		—		—			240,452
Derivative liability		—		—			1,369,662
Total Liabilities		—		(14,781	)		(1,610,114	)
	$	24,404	$	(14,781	)	$	(1,610,114	)

	Fair Value Measurements at October 31, 2014
	Level 1		Level 2			Level 3
Assets
Cash	$	430	$	—		$	—
Total assets		430		—			—
Liabilities
Loans payable, related parties		—		15,789			—
Convertible debenture, net of discount of $41,815		—		6,185			—
Total liabilities		—		(21,974	)		—
	$	430	$	(21,974	)	$	—

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Note 5 - Loans Payable, Related Parties - Loans payable, related parties (Tables)

12 Months Ended

Oct. 31, 2015

Note 5 - Loans Payable Related Parties - Loans Payable Related Parties Tables

Loans payable, related parties

	October 31,		October 31,
	2015		2014
12% unsecured promissory note, bearing interest at 12% per annum from a related party, one of the Company’s Directors and Treasurer, maturing on December 31, 2014 (in default).	$	9,500	$	—
Miscellaneous loans, non-interest bearing, due on demand		5,281		15,789
	$	14,781	$	15,789

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Note 6 - Convertible debentures (Tables)

12 Months Ended

Oct. 31, 2015

Note 6 - Convertible Debentures Tables

Convertible debentures

	October 31,			October 31,
	2015			2014
Originated October 6, 2014, unsecured $48,000 convertible promissory note, which carries an 8% interest rate and matures on July 9, 2015 (“First KBM Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was converted to stock during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $41,815, respectively)	$	—		$	6,185
Originated November 7, 2014, unsecured $43,000 convertible promissory note, which carries an 8% interest rate and matures on August 11, 2015 (“Second KBM Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively)		—			—
Originated December 10, 2014, unsecured $33,000 convertible promissory note, which carries an 8% interest rate and matures on September 12, 2015 (“Third KBM Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively)		—			—
Originated February 23, 2015, unsecured $33,000 convertible promissory note, which carries an 8% interest rate and matures on November 25, 2015 (“First Vis Vires Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively)		—			—
Originated June 8, 2015, unsecured $53,000 convertible promissory note, which carries an 8% interest rate and matures on March 8, 2016 (“Second Vis Vires Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $22,791 and $-0-, respectively)		30,209			—
Originated July22, 2015, unsecured $38,000 convertible promissory note, which carries an 8% interest rate and matures on April 22, 2016 (“Third Vis Vires Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (51%) of the average of the three lowest closing bid prices of the Company’s common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $24,873 and $-0-, respectively)		13,127			—
Originated August 17, 2015, unsecured $48,000 convertible promissory note, which carries an 8% interest rate and matures on May 20, 2016 (“Fourth Vis Vires Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (51%) of the average of the three lowest closing bid prices of the Company’s common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $5,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $35,003 and $-0-, respectively)		12,997			—
Originated May 7, 2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 8, 2016 (“First 145 Carroll Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares.(less unamortized discount on beneficial conversion feature of $2,311 and $-0-, respectively)		7,689			—
Originated May 8, 2015, unsecured $110,000 convertible promissory note, which carries a 10% interest rate and matures on May 8, 2016 (“First JDF Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $62,146and $-0-, respectively)		47,854			—
Originated October 9, 2015, unsecured $61,600 convertible promissory note, which carries a 10% interest rate and matures on October 9, 2016 (“Second JDF Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest reported sales prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $57,897 and $-0-, respectively)		3,703			—
Originated June 10, 2015, unsecured $25,000 convertible promissory note ($25,000 received as of July 31, 2015), which carries a 0% interest rate for the first three months, and matures on June 10, 2017 (“First JMJ Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the lowest trade price of the Company’s common stock for the twenty-five (25) trading days prior to the conversion date. (less unamortized discount due to derivative of $-0- and $-0-, respectively)		—			—
Originated May 27, 2015, unsecured $74,500 convertible promissory note, which carries an 8% interest rate and matures on November 27, 2015 (“First Minerva Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $4,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $3,563 and $-0-, respectively)		70,937			—
Originated June 29, 2015, unsecured $10,000 convertible promissory note, which carries an 8% interest rate and matures on February 28, 2016 (“Second Minerva Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. (less unamortized discount due to derivative of $2,974 and $-0-, respectively)		7,026			—
Originated July 9, 2015, unsecured $53,000 convertible promissory note, which carries a 10% interest rate and matures on July 9, 2016 (“First Essex Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the lowest closing price of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $17,160 and $-0-, respectively)		35,840			—
Originated August 4, 2015 unsecured $20,350 convertible promissory note, which carries an8% interest rate and matures on August 6, 2016 (“First Abramowitz Note”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock, or $0.00005 per share, for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.  (less unamortized discount due to derivative of $15,457 and $-0-, respectively).  In conjunction with this note, the company issued 203,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years.		4,893			—
Originated September 10, 2015, unsecured $30,250 convertible promissory note, which carries an8% interest rate and matures on September 10, 2016 (“First VigereNote”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $26,035 and $-0-, respectively).  In conjunction with this note, the company issued 298,029 common stock warrants with an exercise price of $0.11165 per share with a term of 5 years.		4,215			—
Originated October 15, 2015, unsecured $30,250 convertible promissory note, which carries an8% interest rate and matures on October 15, 2016 (“Second VigereNote”). The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative and $-0-, respectively).  In conjunction with this note, the company issued 263,043 common stock warrants with an exercise price of $0.1265 per share with a term of 5 years.		1,962			—
Convertible debenture		240,452			6,185
Less: current maturities of convertible debenture		(240,452	)		(6,185	)
Long term convertible debenture	$	—		$	—

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Note 7 - Derivative Liability (Tables)

12 Months Ended

Oct. 31, 2015

Notes to Financial Statements

Derivative liability value

	October 31,		October 31,
	2015		2014
Convertible notes	$	751,505	$	—
Warrants		618,157		—
	$	1,369,662	$	—

Changes in the fair market value of the derivative liability

	Derivative
	Liability
	Total
Balance, October 31, 2014	$	—
Increase in derivative value due to issuances of convertible promissory notes		545,545
Increase in derivative value due to issuances of Warrant		423,826
Decrease due to debt conversion		(66,913	)
Change in fair market value of derivative liabilities due to the mark to market adjustment		467,204
Balance, October 31, 2015	$	1,369,662

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Note 8 - Changes in Stockholders’ Equity (Deficit) (Tables)

12 Months Ended

Oct. 31, 2015

Note 8 - Changes In Stockholders Equity Deficit Tables

Changes in option outstanding

	Number of Shares		Weighted Average Exercise Price
Outstanding as of November 1, 2013		—	$	—
Granted		—		—
Exercised		—		—
Cancelled		—		—
Outstanding at October 31, 2014		—	$	—
Granted		500,000		0.20
Exercised		—		—
Cancelled		—		—
Outstanding at October 31, 2015		500,000	$	0.20

Changes in warrants outstanding

	Number of Shares		Weighted Average Exercise Price
Outstanding as of November 1, 2013		—	$	—
Granted		—		—
Exercised		—		—
Cancelled		—		—
Outstanding at October 31, 2014		—	$	—
Granted		9,243,968		0.022
Exercised		—		—
Cancelled		—		—
Outstanding at October 31, 2015		9,243,968	$	0.022

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Note 10 - Income Taxes (Tables)

12 Months Ended

Oct. 31, 2015

Income Tax Disclosure [Abstract]

Deferred tax assets

	October 31,			October 31,
Deferred tax assets:	2015			2014
Net operating loss carryforwards	$	1,243,762		$	372,642
Net deferred tax assets before valuation allowance		435,317			98,350
Less: Valuation allowance		(435,317	)		(98,350	)
	$	—		$	—

Reconciliation between the amounts of income tax benefit determined

	October 31,			October 31,
	2015			2014
Federal and state statutory rate		35	%		35	%
Change in valuation allowance on deferred tax assets		(35	%)		(35	%)

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Note 3 - Fair Value of Financial Instruments - Valuation of financial instruments at fair value (Details) (USD $) - USD ($)	Oct. 31, 2015	Oct. 31, 2014
Assets
Cash	$ 24,404
Liabilities
Convertible debenture, net of discount	240,452	$ 6,185
Level 1
Assets
Cash	24,404	430
Total assets	24,404	430
Liabilities
Loans payable, related parties	0	0
Convertible debenture, net of discount	0	0
Convertible Note Derivative	0
Warrants Derivative	0
Total liabilities	24,404	430
Level 2
Assets
Cash	0	0
Total assets	0	0
Liabilities
Loans payable, related parties	14,781	15,789
Convertible debenture, net of discount	0	6,185
Convertible Note Derivative	0
Warrants Derivative	0
Total liabilities	(14,781)	(21,974)
Level 3
Assets
Cash	0	0
Total assets	0	0
Liabilities
Loans payable, related parties	0	0
Convertible debenture, net of discount	0	0
Convertible Note Derivative	240,452
Warrants Derivative	1,369,662
Total liabilities	$ (1,610,114)	$ 0

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Note 5 - Loans Payable, Related Parties - Loans payable, related parties (Details) - USD ($)	Oct. 31, 2015	Oct. 31, 2014
Related Party Transactions [Abstract]
Unsecured promissory note	$ 9,500	$ 0
Miscellaneous loans, non-interest bearing, due on demand	5,281	15,789
Total loans payable, related parties	$ 14,781	$ 15,789

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Note 6 - Convertible Debenture - Convertible debentures (Details) - USD ($)	Oct. 31, 2015	Oct. 31, 2014
Convertible Promissory Note, October 6, 2014
Convertible debenture	$ 0	$ 6,185
Less: current maturities of convertible debenture	0	(6,185)
Long term convertible debenture	0	0
Convertible Promissory Note, November 7, 2014
Convertible debenture	0	0
Less: current maturities of convertible debenture	0	0
Long term convertible debenture	0	0
Convertible Promissory Note, December 10, 2014
Convertible debenture	0	0
Less: current maturities of convertible debenture	0	0
Long term convertible debenture	0	0
Convertible Promissory Note, February 23, 2015
Convertible debenture	0	0
Less: current maturities of convertible debenture	0	0
Long term convertible debenture	0	0
Convertible Promissory Note, June 8, 2015
Convertible debenture	30,209	0
Less: current maturities of convertible debenture	(30,209)	0
Long term convertible debenture	0	0
Convertible Promissory Note, July 22, 2015
Convertible debenture	13,127	0
Less: current maturities of convertible debenture	(13,127)	0
Long term convertible debenture	0	0
Convertible Promissory Note, May 7, 2015
Convertible debenture	7,689	0
Less: current maturities of convertible debenture	(7,689)	0
Long term convertible debenture	0	0
Convertible Promissory Note, May 8, 2015
Convertible debenture	47,854	0
Less: current maturities of convertible debenture	(47,854)	0
Long term convertible debenture	0	0
Convertible Promissory Note, June 10, 2015
Convertible debenture	1,918	0
Less: current maturities of convertible debenture	(1,918)	0
Long term convertible debenture	0	0
Convertible Promissory Note, October 9, 2015
Convertible debenture	3,703	0
Less: current maturities of convertible debenture	(3,703)	0
Long term convertible debenture	0	0
Convertible Promissory Note, May 27, 2015
Convertible debenture	70,937	0
Less: current maturities of convertible debenture	(70,937)	0
Long term convertible debenture	0	0
Convertible Promissory Note, June 29, 2015
Convertible debenture	7,026	0
Less: current maturities of convertible debenture	(7,026)	0
Long term convertible debenture	0	0
Convertible Promissory Note, July 9, 2015
Convertible debenture	35,840	0
Less: current maturities of convertible debenture	(35,840)	0
Long term convertible debenture	0	0
Convertible Promissory Note, August 4, 2015
Convertible debenture	4,893
Less: current maturities of convertible debenture	(4,893)
Long term convertible debenture	0
Convertible Promissory Note, August 4, 2014
Convertible debenture		0
Less: current maturities of convertible debenture		0
Long term convertible debenture		0
Convertible Promissory Note, September 10, 2015
Convertible debenture	4,215	0
Less: current maturities of convertible debenture	(4,215)	0
Long term convertible debenture	0	0
Convertible Promissory Note, October 15, 2015
Convertible debenture	1,962	0
Less: current maturities of convertible debenture	(1,962)	0
Long term convertible debenture	$ 0	$ 0

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Note 7 - Derivative Liability - Derivative liability value (Details) - USD ($)	Oct. 31, 2015	Oct. 31, 2014
Derivative liability value	$ 1,369,662
Derivative Liability
Convertible notes	751,505	$ 0
Warrants	618,157	0
Derivative liability value	$ 1,369,662	$ 0

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Note 7 - Derivative Liability - Changes in the fair market value of the derivative liability (Details) - USD ($)	12 Months Ended
	Oct. 31, 2015	Oct. 31, 2014
Change in fair market value of derivative liabilities due to the mark to market adjustment	$ 1,072,689	$ 0
Derivative Liability
Balance, October 31, 2014	0
Increase in derivative value due to issuances of convertible promissory notes	545,545
Increase in derivative value due to issuances of Warrant	423,826
Decrease due to conversion	(66,913)
Change in fair market value of derivative liabilities due to the mark to market adjustment	467,204
Balance, October 31, 2015	$ 1,369,662	$ 0

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Note 8 - Changes in Stockholders’ Equity (Deficit) (Details) - $ / shares	12 Months Ended
	Oct. 31, 2015	Oct. 31, 2014
Options Outstanding
Outstanding, beginning, number of shares	0
Granted, number of shares	500,000	0
Exercised, number of shares	0	0
Cancelled, number of shares	0	0
Outstanding, end, number of shares	500,000	0
Outstanding, beginning, weighted average exercise price	$ 0
Granted, weighted average exercise price	0.20	$ 0
Exercised, weighted average exercise price	0	0
Cancelled, weighted average exercise price	0	0
Outstanding, end, weighted average exercise price	$ 0.20	$ 0
Warrants Outstanding
Outstanding, beginning, number of shares	0
Granted, number of shares	9,243,968	0
Exercised, number of shares	0	0
Cancelled, number of shares	0	0
Outstanding, end, number of shares	0	0
Outstanding, beginning, weighted average exercise price	$ 0
Granted, weighted average exercise price	0	$ 0
Exercised, weighted average exercise price	0	0
Cancelled, weighted average exercise price	0	0
Outstanding, end, weighted average exercise price	$ 0.022	$ 0

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Note 10 - Income Taxes - Deferred tax assets (Details) - USD ($)	Oct. 31, 2015	Oct. 31, 2014
Deferred tax assets:
Net operating loss carryforwards	$ 1,243,762	$ 372,642
Net deferred tax assets before valuation allowance	435,317	98,350
Less: Valuation allowance	$ (435,317)	$ (98,350)

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Note 10 - Income Taxes - Reconciliation between the amounts of income tax benefit determined (Details)	12 Months Ended
	Oct. 31, 2015	Oct. 31, 2014
Income Tax Disclosure [Abstract]
Federal and state statutory rate	35.00%	35.00%
Change in valuation allowance on deferred tax assets	(35.00%)	(35.00%)

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Note 2 - Going Concern (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2015	Oct. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 5,618,984	$ 3,159,539
Working capital	1,799,814
Cash on hand	$ 24,404

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Note 3 - Fair Value of Financial Instruments - Valuation of financial instruments at fair value (Details Narrative) - USD ($)	Oct. 31, 2015	Oct. 31, 2014
Note 3 - Fair Value Of Financial Instruments - Valuation Of Financial Instruments At Fair Value Details Narrative
Convertible debentures	$ 240,452
Derivative liability	1,369,662
Convertible debenture net of discount	$ 298,497	$ 41,815

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Note 4 - Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2015	Oct. 31, 2014	Dec. 31, 2014
Common stock issued, shares	24.339929	15,540,000
Series A Preferred stock issued, shares	1,000	0
Related party revenues	$ 6,608	$ 40,540
Stock issuance, December 15, 2013
Common stock issued, shares	1,000,000
Common stock issued, value	$ 50,000
Stock issuance, April 25, 2014
Series A Preferred stock issued, shares			1,000
Series A Preferred stock issued, value			$ 2,500,000
Stock issuance, November 6, 2014
Common stock issued, shares	350,000
Common stock issued, value	$ 29,750
Stock issuance, February 17, 2015
Common stock issued, shares	478,850
Common stock issued, value	$ 47,885
Stock issuance, June 4, 2015
Common stock issued, shares	429,000
Common stock issued, value	$ 19,305
Stock issuance, September 9, 2015
Common stock issued, shares	300,000
Common stock issued, value	$ 50,550
Stock issuance, October 20, 2015
Common stock issued, shares	1,000,000
Common stock issued, value	$ 80,000
Revenues
Related party revenues	6,608	40,540
Total revenue	24,374
Employment contracts
Accrued compensation	131,923	150,679
Rents
Accrued expenses, related parties	$ 2,000	$ 500

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Note 5 - Loans Payable, Related Parties (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2015	Oct. 31, 2014
Loans payable
Interest expense	$ 1,343	$ 570

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Note 6 - Convertible Debenture (Details Narrative) - USD ($)

12 Months Ended

Oct. 31, 2015

Oct. 31, 2014

Interest expense

$ 349,704

$ 5,270

Debt discount

180,959

45,980

Debt amortization expense

288,162

4,165

Original principal amount of note

240,452

Interest expense, net of discount

298,497

41,815

Convertible Debt

Interest expense

36,523

263

Debt discount

544,845

45,980

Debt amortization expense

$ 263,470

3,893

Terms of conversion

The convertible debentures, consisting of total original face values of $124,000 from KBM Worldwide, Inc., that created the beneficial conversion feature carry default provisions that place a “maximum share amount” on the note holders that can be owned as a result of the conversions to common stock by the note holders is 4.99% of the issued and outstanding shares of Pocket Games.

Debt issuance cost

$ 48,000

3,000

Interest expense, net of discount

25,672

2,728

Total interest expense

$ 24,692

$ 272

Convertible Debenture, October 6, 2014

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was converted to stock during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $41,815, respectively)

Interest rate

8.00%

Original principal amount of note

$ 48,000

Convertible Debenture, November 7, 2014

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively)

Interest rate

8.00%

Original principal amount of note

$ 43,000

Convertible Debenture, December 10, 2014

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date, or $0.00005 per share, whichever is greater. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. Note was paid in full during the nine months ended July 31, 2015 (less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively).

Interest rate

8.00%

Original principal amount of note

$ 33,000

Convertible Debenture, February 23, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $-0- and $-0-, respectively)

Interest rate

8.00%

Original principal amount of note

$ 33,000

Convertible Debenture, June 8, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $4,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $22,791 and $-0-, respectively)

Interest rate

8.00%

Original principal amount of note

$ 54,000

Convertible Debenture, July 22, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (51%) of the average of the three lowest closing bid prices of the Company’s common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $24,873 and $-0-, respectively)

Interest rate

8.00%

Original principal amount of note

$ 38,000

Convertible Debenture, August 17, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (51%) of the average of the three lowest closing bid prices of the Company’s common stock for the thirty (30) trading days prior to the conversion date. In the event of default, the minimum amount due is 150% x (outstanding principal plus unpaid interest), and the debt holder is limited to owning 9.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $5,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount on beneficial conversion feature of $35,003 and $-0-, respectively)

Interest rate

8.00%

Original principal amount of note

$ 48,000

Convertible Debenture, May 7, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares.(less unamortized discount on beneficial conversion feature of $2,311 and $-0-, respectively)

Interest rate

8.00%

Original principal amount of note

$ 10,000

Convertible Debenture, May 8, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $62,146 and $-0-, respectively)

Interest rate

10.00%

Original principal amount of note

$ 110,000

Convertible Debenture, June 10, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to sixty percent (60%) of the lowest trade price of the Company’s common stock for the twenty-five (25) trading days prior to the conversion date. (less unamortized discount due to derivative of $-0- and $-0-, respectively)

Interest rate

0.00%

Original principal amount of note

$ 25,000

Securities Purchase Agreement, May 27, 2015

Interest rate

8.00%

Original principal amount of note

$ 74,500

Convertible Debenture, October 9, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest reported sales prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $6,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $57,897 and $-0-, respectively)

Interest rate

10.00%

Original principal amount of note

$ 61,600

Convertible Debenture, May 27, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. The Company paid total debt issuance cost of $4,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount on beneficial conversion feature of $3,563 and $-0-, respectively)

Interest rate

8.00%

Original principal amount of note

$ 74,500

Convertible Debenture, June 29, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the three lowest closing bid prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The note carries a twenty two percent (22%) interest rate in the event of default, and the debt holder is limited to owning 4.99% of the Company’s issued and outstanding shares. (less unamortized discount due to derivative of $2,974 and $-0-, respectively)

Interest rate

8.00%

Original principal amount of note

$ 10,000

Securities Purchase Agreement, July 9, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the lowest closing price of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $3,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method. (less unamortized discount due to derivative of $17,160 and $-0-, respectively)

Interest rate

10.00%

Original principal amount of note

$ 53,000

Convertible Debenture, August 4, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock, or $0.00005 per share, for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,000 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.  (less unamortized discount due to derivative of $15,457 and $-0-, respectively).  In conjunction with this note, the company issued 203,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years.

Interest rate

8.00%

Original principal amount of note

$ 20,350

Convertible Debenture, September 10, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative of $26,035 and $-0-, respectively).  In conjunction with this note, the company issued 298,029 common stock warrants with an exercise price of $0.11165 per share with a term of 5 years.

Interest rate

8.00%

Original principal amount of note

$ 30,250

Convertible Debenture, October 15, 2015

Terms of conversion

The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty-eight percent (58%) of the average of the (3) lowest closing prices of the Company’s common stock for the ten (10) trading days prior to the conversion date. The Company paid total debt issuance cost of $2,500 that is being amortized over the life of the loan on the straight line method, which approximates the effective interest method.(less unamortized discount due to derivative and $-0-, respectively).  In conjunction with this note, the company issued 263,043 common stock warrants with an exercise price of $0.1265 per share with a term of 5 years.

Interest rate

8.00%

Original principal amount of note

$ 30,250

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Note 8 - Changes in Stockholders’ Equity (Deficit) (Details Narrative) - USD ($)

12 Months Ended

Oct. 31, 2015

Oct. 31, 2014

Preferred stock, par value

$ 0.0001

$ 0.0001

Preferred stock, shares authorized

1,000,000,000

1,000,000,000

Preferred stock, shares issued

1,000

0

Preferred stock, shares outstanding

1,000

0

Common stock, par value

$ 0.0001

$ 0.0001

Common stock, shares authorized

499,000,000

499,000,000

Common stock, shares issued

24.339929

15,540,000

Common stock, shares outstanding

24.339929

15,540,000

Stock issued for services, shares

310,483

Stock issued for services, value

$ 471,232

$ 71,878

Subscriptions payable

0

10,878

Convertible debt repayment

$ 134,000

$ 0

Authorized Shares, Common Stock

Common stock, par value

$ 0.0001

Common stock, shares authorized

499,000,000

Common stock, shares issued

21,459,929

Common stock, shares outstanding

21,459,929

Authorized Shares, Preferred Stock

Preferred stock, shares authorized

1,000,000,000

Preferred stock, shares issued

1,000

Series A Preferred Stock terms

As a result of the Designation:

· The Company is authorized to issue 1,000 shares of Series A Preferred Stock;

· Holders of the A Preferred Stock will not be entitled to receive dividends;

· The holders of the Series A Preferred Stock then outstanding shall not be entitled to receive any distribution of Company assets;

· The Series A Preferred Stock will not be convertible into shares of the Company’s common stock.

· The holders of the Series A Preferred Stock shall have the following voting rights:

(i) To vote together with the holders of the Common Stock as a single class on all matter submitted for a vote of holders of Common Stock;

(ii) Each one (1) share of Series A Preferred Stock shall have voting rights equal to 50,000 shares of our Common Stock, providing for the holder of the Series A Preferred Stock to have aggregate voting rights equal to 50,000,000 shares of our Common Stock;

(iii) The holder of the Series A Preferred Stock shall be entitled to receive notice of any stockholders’ meeting in accordance with the Articles of Incorporation and By-laws of the Company.

(iv) So long as any shares of Series A Preferred Stock remain outstanding, we will not, without the written consent or affirmative vote of the holders of 100% of the outstanding shares of the Series A Preferred Stock, (i) amend, alter, waive or repeal, whether by merger consolidation, combination, reclassification or otherwise, the Articles of Incorporation, including this Certificate of Designation, or our By-laws or any provisions thereof (including the adoption of a new provision thereof), (ii) create, authorize or issue any class, series or shares of Preferred Stock or any other class of capital stock. The vote of the holders of at least one-hundred percent of the outstanding Series A Stock, voting separately as one class, shall be necessary to adopt any alteration, amendment or repeal of any provisions of this Resolution, in addition to any other vote of stockholders required by law.

Common stock sold, November 4, 2013 and November 6, 2013

Common stock, par value

$ 0.004

Common stock, shares issued

1,500,000

Common stock issued, value

$ 6,000

Common stock sold, November 6, 2013 and November 11, 2013

Common stock, par value

$ 0.05

Common stock, shares issued

500,000

Common stock issued, value

$ 25,000

Common stock sold, November 15, 2013 and December 5, 2013

Common stock, par value

$ 0.025

Common stock, shares issued

1,100,000

Common stock issued, value

$ 27,500

Common stock issued, December 12, 2014

Stock issued for services, shares

200,000

Stock issued for services, value

$ 10,000

Common stock issued as payment for compensation, December 15, 2013

Stock issued for accrued compensation, shares

1,000,000

Stock issued for accrued compensation, value

$ 50,000

Common stock sold between February 21, 2014 and March 24, 2014

Stock sold, shares

1,120,000

Stock sold, per share price

$ 0.05

Proceeds from stock sold

$ 56,000

Common stock sold between March 11, 2014 and March 17, 2014

Stock sold, shares

1,000,000

Stock sold, per share price

$ 0.02

Proceeds from stock sold

$ 20,000

Common stock issued May 8, 2014

Stock issued for services, shares

600,000

Stock issued for services, value

$ 30,000

Common stock issued for the purchase of Intellectual Property, May 14, 2014

Stock issued for the purchase of Intellectual Property, shares

1,500,000

Stock issued for the purchase of Intellectual Property, value

$ 75,000

Cash payment for the purchase of Intellectual Property

$ 20,000

Common stock issued June 11, 2014

Stock issued for services, shares

120,000

Stock issued for services, value

$ 6,000

Common Stock Issued October 31, 2015

Stock issued for services, shares

4,295,000

Stock issued for services, value

$ 471,232

Stock issued for cash, shares

1,230,000

Stock issued for cash, value

$ 12,300

Stock issued for accrued compensation, shares

907,850

Stock issued for accrued compensation, value

$ 67,190

Stock issued for the conversion of convertible notes, shares

2,211,679

Stock issued for the conversion of convertible notes, value

$ 50,168

Stock Options Issued October 31, 2015

Stock options issued

500,000

Stock options, value

The values of the options were estimated using a Black-Scholes option pricing model equal to $16,614. The key inputs to the model were the number of options 500,000, share price on the grant date of $0.04, exercise price of $0.20, terms of 4 years, volatility of 211% and a discount rate of 0.43%.As the shares are fully vested on the date of agreement, the value of the options of $16,614 was fully expensed on the date of grant.

Warrants issued, May 8, 2015

Warrants, issued

6,846,394

Warrants, exercise price

$ 0.0140

Warrants, term

5 years

Warrants issued, August 4, 2015

Warrants, issued

203,500

Warrants, exercise price

$ 0.011

Warrants, term

5 years

Warrants issued, August 17, 2015

Warrants, issued

486,662

Warrants, exercise price

$ 0.0580

Warrants, term

5 years

Warrants issued, September 10, 2015

Warrants, issued

573,706

Warrants, exercise price

$ 0.0580

Warrants, term

5 years

Warrants issued, October 9, 2015

Warrants, issued

560,000

Warrants, exercise price

$ 0.011

Warrants, term

5 years

Warrants issued, October 15, 2015

Warrants, issued

573,706

Warrants, exercise price

$ 0.0580

Warrants, term

5 years

Subscription Payable, May 1, 2014

Common stock, shares issued

300,000

Common stockgranted, value

$ 15,000

Subscription Payable, November 6, 2014

Common stock, shares issued

155,400

Common stockgranted, value

$ 10,878

Settlement of Convertible Debt

Stock issued for the conversion of convertible notes, shares

2,211,679

Stock issued for the conversion of convertible notes, value

$ 50,168

Convertible debt repayment

134,000

Reductiion in derivative liability

$ 66,913

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Note 9 - Commitments and Contingencies (Details Narrative)

12 Months Ended

Oct. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Development costs

On February 12, 2014, the Company entered into an Intellectual Property Purchase Agreement, whereby the Company purchased from the seller a certain software game application. Subject to the terms and conditions of this Agreement, the Company issued to the seller 1,500,000 shares of common shares. Additionally, the Company agreed to pay to the Seller the cost for development and modification of $40,000, of which $20,000 was paid during the year ended October 31, 2014 and is included in development costs in the accompanying statement of operations, and the remaining balance of $20,000 shall be paid as the work passes through quality control.

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Note 11 - Subsequent Events (Details Narrative) - shares

6 Months Ended

Apr. 30, 2016

Oct. 31, 2015

Oct. 31, 2014

Common stock issued

24.339929

15,540,000

Share Exchange Agreement

Share exchange terms

On February 9, 2016, Pocket Games, Inc. entered into a Share Exchange Agreement (the “Exchange Agreement”) with Social Technology Holdings, Inc., a Delaware corporation (“STH”), AEL Irrevocable Trust (“AIT”), Sugar House Trust (“SHT”, and together with AIT, the “STH Majority Shareholders”) and David Lovatt, the principal and controlling shareholder of the Company (“Lovatt”) regarding the acquisition by the Company from the STH Majority Shareholders of 20,000,000 shares of Class A common stock, par value $0.0001 per share, of STH (the “STH Class A Common Stock”) and 2,000,000 shares of Class B common stock, par value $0.0001 per share, of STH (the “STH Class B Common Stock”). The STH Class A Common Stock and the STH Class B Common Stock transferred to the Company by the STH Majority Shareholders constitute 80% of the issued and outstanding shares of STH Class A Common Stock and 100% of the STH Class B Common Stock.

In exchange for the STH Class A Common Stock and STH Class B Common Stock, the Company issued to the STH Majority Shareholders an aggregate of 320,000 shares of non-redeemable, voting convertible shares of Series B preferred stock of the Company (the “Company Series B Preferred Stock”). In addition, Lovatt, as the owner of 1,000 shares, or 100%, of Company’s Series A Preferred Stock, returned such shares to the Company treasury, in exchange for which the Company reissued 500 shares of such Series A Preferred Stock to the STH Majority Shareholders, and 500 shares of Company Series A Preferred Stock, together with 80,000 shares of Company Series B Preferred Stock, to Lovatt. Each share of the Company’s Series A Preferred Stock entitles the holder(s) to cast 50,000 votes at any meeting of Company stockholders or in connection with any consents required of Company common stockholders.