10-Q/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q/A

(Amendment No. 1) 

[ X ] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarter ended January 31, 2016

OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to ___________

Commission file number: 000-1591157

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.)
445 Central Ave. Suite 355 Cedarhurst, New York	11516
(Address of principal executive offices)	(Zip Code)

(347) 460-9994

(Registrant’s telephone number, including area code)

Not Applicable

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

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

Yes☒ No☐

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

Yes☒ No☐

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. (Check one):

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	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 ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 107,671,432 shares of common stock are issued and outstanding as of March 18, 2016.

Explanatory Note

The purpose of this Amendment No. 1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2016, filed with the Securities and Exchange Commission on March 31, 2016 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, 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-Q.

SIGNATURES

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

	POCKET GAMES, INC.
Date: March 25, 2016	By:	/s/ David Lovatt
		David Lovatt, Chief Executive Officer (Principal Executive Officer)
Date: March 25, 2016	By:	/s/ David Lovatt
		David Lovatt, Chief Financial Officer and Principal Accounting Officer

XML

Document and Entity Information - shares	3 Months Ended
	Jan. 31, 2016	Mar. 18, 2016
Document And Entity Information
Entity Registrant Name	POCKET GAMES INC.
Entity Central Index Key	0001591157
Document Type	10-Q/A
Document Period End Date	Jan. 31, 2016
Amendment Flag	true
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 Common Stock, Shares Outstanding		107,671,432
Amendment Description	This amendment is for the sole purpose of filing the XBRL financial report.
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2016

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jan. 31, 2016	Oct. 31, 2015
CURRENT ASSETS
Cash and cash equivalents	$ 5,913	$ 24,404
Loan origination costs	15,037	25,675
Other assets	1,736	1,745
Total Current Assets	22,686	51,824
Fixed assets	3,912	4,420
TOTAL ASSETS	26,598	56,244
CURRENT LIABILITIES
Bank overdraft	3,650	0
Accounts payable	54,612	49,834
Accrued expenses, related parties	16,555	13,224
Accrued expenses	42,439	31,762
Accrued compensation	160,880	131,923
Derivative liability	550,354	1,369,662
Loans payable, related parties	14,781	14,781
Convertible debenture	314,749	240,452
Total Current Liabilities	1,158,020	1,851,638
TOTAL LIABILITIES	1,158,020	1,851,638
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock	0	0
Common stock	5,354	2,434
Additional paid-in capital	4,051,946	3,821,210
Subscriptions payable	0	0
Subscriptions receivable	1,500	0
Accumulated deficit	(5,189,886)	(5,618,984)
Accumulated other comprehensive loss	(336)	(54)
Total Stockholders' Equity (Deficit)	(1,131,422)	(1,795,394)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 26,598	$ 56,244

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Jan. 31, 2016	Oct. 31, 2015
Statement of Financial Position [Abstract]
Convertible debenture, net of discount	$ 188,495	$ 298,497
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	53,538,319	24,339,929
Common stock, shares outstanding	53,538,319	24,339,929
Subscriptions payable, shares	0	155,400

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Jan. 31, 2016	Jan. 31, 2015
REVENUES
Revenues, related parties	$ 29,006	$ 0
Revenues	5,265	0
Cost of revenues	(10,942)	0
Gross profit (loss)	23,329	0
OPERATING EXPENSES
General and administrative	59,778	21,624
Officer compensation	49,606	60,000
Professional fees	67,575	47,090
Total Operating Expenses	176,959	128,714
LOSS FROM OPERATIONS	(153,630)	(128,714)
OTHER INCOME (EXPENSES)
Gain on change in fair value of derivative liability	763,083	0
Interest expense	(166,669)	(39,070)
Gain on settlement of debt	0	2,070
Loss on debt conversion	(13,686)	0
Total Other Income (Expenses)	582,728	(37,000)
NET INCOME (LOSS) BEFORE INCOME TAXES	429,098	(165,714)
PROVISION FOR INCOME TAXES	0	0
NET INCOME (LOSS)	$ 429,098	$ (165,714)
NET INCOME (LOSS) PER SHARE, BASIC AND FULLY DILUTED	$ 0.02	$ (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND FULLY DILUTED	27,798,931	16,012,439

XML

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Subscriptions Payable	Accumulated Deficit	Accumulated Other Comprehensive Income	Total
Beginning balance, value at Oct. 31, 2014	$ 0	$ 1,554	$ 2,945,426	$ 10,878	$ (3,159,539)		$ (201,681)
Beginning balance, shares at Oct. 31, 2014	1,000	15,540,000
Common stock issued for subscriptions payable, value		$ 16	10,862	(10,878)			0
Common stock issued for subscriptions payable, shares		155,400
Stock issued for services, value		$ 180	206,053	25,000			231,233
Stock issued for services, shares		1,795,000
Common stock issued for accrued compensation, value		$ 91	67,099				67,190
Common stock issued for accrued compensation, shares		907,850
Common stock sold for cash, value		$ 123	12,177				12,300
Common stock sold for cash, shares		1,230,000
Issuance of stock options			16,614
Common stock issued for subscriptions receivable, value		$ 250
Common stock issued for subscriptions receivable, shares		2,500,000
Stock issued for conversion of debt, value		$ 221	49,947				50,168
Stock issued for conversion of debt, shares		2,211,679
Beneficial conversion feature of convertible debenture			487,871				487,871
Foreign currency translation adjustment			411			$ (54)	357
Net Income					(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
Stock issued for services, value		$ 390	58,185	1,500			60,075
Stock issued for services, shares		3,900,000
Stock issued for conversion of debt, value		$ 2,530	68,676				71,206
Stock issued for conversion of debt, shares		25,298,390
Loss on conversion of debt			13,686				13,686
Settlement of derivative due to conversion and repayment of convertible debt			90,206				90,206
Foreign currency translation adjustment			(17)			(282)	(299)
Net Income					429,098		429,098
Ending balance, value at Jan. 31, 2016	$ 0	$ 5,354	$ 4,051,946	$ 1,500	$ (5,189,886)	$ (336)	$ (1,131,422)
Ending balance, shares at Jan. 31, 2016	1,000	53,538,319

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	2 Months Ended
	Jan. 31, 2016	Jan. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 429,098	$ (165,714)
Adjustments to reconcile net loss to net cash used by operating activities:
Amortization of loan origination costs	0	2,996
Amortization of discount on convertible debenture	140,057	33,641
Depreciation expense	508	0
Shares and stock payable issued for services	60,075	29,750
Gain on settlement of debt	0	(2,070)
Change in fair value of derivative liabilities	(756,097)	0
Loss on conversion of debt	13,686	0
Other current assets	10,647	0
Bank overdraft	3,650	7,374
Accounts payable	4,778	5,328
Accrued expenses, related parties	3,331	162
Accrued expenses	10,677	2,145
Accrued officer compensation	28,957	14,050
Deferred revenues	0	1,516
Net Cash Used by Operating Activities	(50,632)	(70,822)
CASH FLOWS FROM INVESTING ACTIVITIES	0	0
CASH FLOWS FROM FINANCING ACTIVITIES
Debt issuance costs	0	(6,000)
Proceeds from convertible debenture	32,500	76,000
Proceeds from loans payable, related parties	0	392
Net Cash Provided by Financing Activities	32,500	70,392
Foreign curreny translation	(358)	0
DECREASE IN CASH AND CASH EQUIVALENTS	(18,491)	(430)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	24,404	430
CASH AND CASH EQUIVALENTS AT END OF PERIOD	5,913	0
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-cash investing and financing activities:
Settlement of derivative due to conversion	90,206	0
Stock issued for conversion of debt	71,205	0
Discount on convertible debentures	$ 33,981	$ 70,176

XML

Note 1 - Nature of Business and Significant Accounting Policies

3 Months Ended

Jan. 31, 2016

Accounting Policies [Abstract]

Note 1 - Nature of Business and Significant Accounting Policies

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.

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. After the share exchange, Lovatt will maintain control of the Company.

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 January 31, 2016 and October 31, 2015 were $5,913 and $24,404, 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

Total revenue recognized were $34,271 and $-0- for the three months ended January 31, 2016 and 2015, respectively. 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 revenue recognized as a result of this agreement is $29,006 out of the total $34,271 or 85% of total revenue and has been disclosed as revenues, related parties.

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 three months ended January 31, 2016 and 2015, 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 $60,075 and $29,750 for services and compensation for the three months ended January 31, 2016 and 2015, 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.

XML

Note 2 - Going Concern

3 Months Ended

Jan. 31, 2016

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 $5,189,886, has a negative working capital of $1,135,334 and has cash on hand of $5,913 as of January 31, 2016, 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.

XML

Note 3 - Fair Value of Financial Instruments

3 Months Ended

Jan. 31, 2016

Fair Value Disclosures [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 January 31, 2016 and October 31, 2015, respectively:

	Fair Value Measurements at January 31, 2016
		Level 1		Level 2			Level 1
Assets
Cash	$	5,913	$	—		$	—
Total assets		5,913		—			—
Liabilities
Loans payable, related parties		—		14,781			—
Convertible debentures, net of discount of $188,495		—		—			314,749
Derivative liabilities		—		—			550,354
Total Liabilities		—		(14,781	)		(865,103	)
	$	5,913	$	(14,781	)	$	(865,103	)

	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 debentures, net of discount of $298,497		—		—			240,452
Derivative liabilities		—		—			1,369,662
Total liabilities		—		(14,781	)		(1,610,114	)
	$	24,404	$	(14,781	)	$	(1,610,114	)

There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the three months ended January 31, 2016 and the year ended October 31, 2015.

Level 2 liabilities consist of short term unsecured loans payable to related parties. No fair value adjustment was necessary during the three months ended January 31, 2016 and the year ended October 31, 2015.

Level 3 liabilities consist of a total of $314,749 of convertible debentures and related derivative liability of $550,354 as of January 31, 2016. 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 $188,495 and $298,497 was recognized at January 31, 2016 and October 31, 2015, respectively.

XML

Note 4 - Related Party Transactions

3 Months Ended

Jan. 31, 2016

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 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

Total revenue recognized were $34,271 and $-0- for the three months ended January 31, 2016 and 2015, respectively. 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 applications. The revenue recognized as a result of this agreement is $29,006 out of the total $34,271 or 85% of total revenue and has been disclosed as revenues, related parties.

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 $160,880 and $131,923 at January 31, 2016 and October 31, 2015, respectively.

Rents

The Company leases office space from a shareholder and consultant (the “Landlord”). The amounts due to the Landlord were $3,500 and $2,000 as of January 31, 2016 and October 31, 2015,respectively. These amounts are included in accrued expenses, related parties on the accompanying balance sheets.

XML

Note 5 - Loans Payable, Related Parties

3 Months Ended

Jan. 31, 2016

Notes to Financial Statements

Note 5 - Loans Payable, Related Parties

Note 5 – Loans Payable, Related Parties

Loans payable, related parties, consists of the following at January 31, 2016 and October 31, 2015, respectively:

	January 31,		October 31,
	2016		2015
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	$	9,500
Miscellaneous loans, non-interest bearing, due on demand		5,281		5,281
	$	14,781	$	14,781

The Company recognized interest expense of $438 and $287 during the three months ended January 31, 2016 and 2015, respectively. No interest has been paid to date.

XML

Note 6 - Convertible Debenture

3 Months Ended

Jan. 31, 2016

Debt Disclosure [Abstract]

Note 6 - Convertible Debenture

Note 6 – Convertible Debenture

Convertible debentures consist of the following at January 31, 2016 and October 31, 2015, respectively:

	January 31,		October 31,
	2016		2015
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% (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 $5,065 and $22,791, respectively).  During the period ended January 31, 2016, the note holder elected to convert a total of $14,785 of principal in exchange for 6,247,581 shares; due to conversion within the terms of the note, no gain or loss was recognized.	$	33,150	$	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 $12,160 and $24,873, respectively).		25,840		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 $19,061 and $35,003, respectively).		28,939		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 $185 and $2,311, respectively).		9,815		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 $21,835 and $62,146, respectively). During the period ended January 31, 2016, the note holder elected to convert a total of $35,070 of principal in exchange for 7,700,000 shares; due to conversion within the terms of the note, no gain or loss was recognized.	53,095	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 $42,413 and $57,897, respectively).	19,187	3,703
Originated January 5, 2016, unsecured $30,800 convertible promissory note ($8,000 received as of January 31, 2016), which carries a 8% interest rate and matures on January 5, 2017 (“Fourth 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 $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 $7,432 and $-0-, respectively). In conjunction with this note, the company issued 1,512,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years.	568	—
Originated November 23, 2015, unsecured $200,000 convertible promissory note ($25,000 received as of January 31, 2016), which carries a one-time interest charge of 12%, and matures on November 23, 2017 (“Second 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 $23,709 and $-0-, respectively).	3,971	—
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 $-0- and $3,563, respectively).	74,500	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 $694 and $2,974, respectively). 9,306 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 $6,496 and $17,160, respectively). During the period ended January 31, 2016, the note holder elected to convert a total of $21,350 of principal in exchange for 11,170,809 shares.  Due to excess share issuance of 2,026,129, the Company recognized a loss on conversion of $13,686; the excess shares were valued based on fair market value on the date of conversion.	25,154	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 $10,342 and $15,457, 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.	10,008	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 Vigere 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 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 $18,431 and $26,035, respectively).  In conjunction with this note, the company issued 298,029 common stock warrants (see note 7) with an exercise price of $0.11165 per share with a term of 5 years.	11,819	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 Vigere 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 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 $20,853 and $28,298, respectively).  In conjunction with this note, the company issued 263,043 common stock warrants (see note 7) with an exercise price of $0.1265 per share with a term of 5 years.	9,397	1,962

Convertible debenture		314,749			240,452
Less: current maturities of convertible debenture		(314,749	)		(240,452	)
Long term convertible debenture	$	—		$	—

The Company recognized interest expense in the amount of $9,109 and $2,145 for the three months ended January 31, 2016 and 2015, 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 $33,981 for the three months ended January 31, 2016 and $544,845 for the year ended October 31, 2015. 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 three months ended January 31, 2016 and 2015, the Company recorded debt amortization expense in the amount of $143,973 and $33,641, respectively, attributed to the aforementioned debt discount.

In addition, a total of $51,000 of debt issuance cost were incurred pursuant to the closings of the convertible debentures 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 $10,638 of interest expense pursuant to the amortization of the issuance cost during the three months ended January 31, 2016.

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.

XML

Note 7 - Derivative Liability

3 Months Ended

Jan. 31, 2016

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 $550,354 and $1,369,662 at January 31, 2016 and October 31, 2015, 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 $550,354 and $1,369,662 at January 31, 2016 and October 31, 2015, respectively. The change in fair value of the derivative liabilities resulted in a gain of $763,083 and $0 for the three months ended January 31, 2016 and 2015,respectively, which has been reported as other expense in the statements of operations.

The following presents the derivative liability value at January 31, 2016 and October 31, 2015, respectively:

	January 31,		October 31,
	2016		2015
Convertible notes	$	505,063	$	751,505
Warrants		45,291		618,157
	$	550,354	$	1,369,662

The following is a summary of changes in the fair market value of the derivative liability during the three months ended January 31, 2016:

	Derivative
	Liability
	Total
Balance, October 31, 2015	$	1,369,662
Increase in derivative value due to issuances of convertible promissory notes		36,962
Increase in derivative value due to issuances of Warrant		40,120
Decrease due to debt conversion		(90,206	)
Change in fair market value of derivative liabilities due to the mark to market adjustment		(806,184	)
Balance, January 31, 2016	$	550,354

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.

Key inputs and assumptions used to value the convertible debentures and warrants issued during the year ended January 31, 2016:

Convertible notes derivatives:

· The stock price of $0.10 - $0.0056 would fluctuate with the Company projected volatility

· 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 Note 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 projected volatility curve from annualized analysis for each valuation period was based on the historical volatility (171% - 366%) of the Company and the term for each note.

· 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 stock price would fluctuate with the Company projected volatility. The stock price increased in this period ending 10/31/15 from $0.10 to $0.0056.

· The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility (171% - 366%) 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.

· The Warrants with the fixed exercise prices subject to full ratchet reset provisions.

· No Warrants expired nor exercised in this period ending 1/31/16.

XML

Note 8 - Changes in Stockholders’ Equity (Deficit)

3 Months Ended

Jan. 31, 2016

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 January 31, 2016, 53,538,319 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.

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 as of October 31, 2015 and January 31, 2016:

	Number of Shares		Weighted Average Exercise Price
Outstanding as of October 31, 2015		500,000	$	0.20
Granted		—		—
Exercised		—		—
Cancelled		—		—
Outstanding at January 31, 2016		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.

Common Stock Warrants, for the Period Ending January 31, 2016

On January 5, 2016, the Company issued warrants of 1,512,500 with an exercise price of $0.0110 per share and a term of 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 as of October 31, 2015 and January 31, 2016:

	Number of Shares		Weighted Average Exercise Price
Outstanding as of October 31, 2015		9,243,968	$	0.019
Granted		1,512,500		0.002
Exercised		—		—
Cancelled		—		—
Outstanding at January 31, 2016		10,756,468	$	0.021

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).

Common Stock Issuances, for the Period Ending January 31, 2016

During the three months ended January 31, 2016, the Company granted 4,400,000 and issued 3,900,000 shares of common stock for consulting services. The fair value of the common stock issued was $58,575 based on the market price of the Company’s common stock on the date of grant. The 500,000 shares authorized but not issued is recorded as $1,500 (based on the market value on the date of grant) stock payable as of January 31, 2016.

Settlement of convertible debt, for the Period Ending January 31, 2016

During the three months ended January 31, 2016, the Company converted $71,205 of debt for 25,298,390 shares of common stock. Due to excess share issuance of 2,026,129, the Company recognized a loss on conversion of $13,686; the excess shares were valued based on fair market value on the date of conversion.

XML

Note 9 - Subsequent Events

3 Months Ended

Jan. 31, 2016

Accounting Policies [Abstract]

Note 9 - Subsequent Events

Note 9 – Subsequent Events

Subsequent to January 31, 2016, the Company issued a total of 54,133,113 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. After the share exchange, Lovatt will maintain control of the Company.

XML

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

3 Months Ended

Jan. 31, 2016

Accounting Policies [Abstract]

Nature of Business

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.

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. After the share exchange, Lovatt will maintain control of the Company.

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

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

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 January 31, 2016 and October 31, 2015 were $5,913 and $24,404, 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

Total revenue recognized were $34,271 and $-0- for the three months ended January 31, 2016 and 2015, respectively. 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 revenue recognized as a result of this agreement is $29,006 out of the total $34,271 or 85% of total revenue and has been disclosed as revenues, related parties.

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 three months ended January 31, 2016 and 2015, 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 $60,075 and $29,750 for services and compensation for the three months ended January 31, 2016 and 2015, respectively.

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 $550,354 and $1,369,662 at January 31, 2016 and October 31, 2015, 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 $550,354 and $1,369,662 at January 31, 2016 and October 31, 2015, respectively. The change in fair value of the derivative liabilities resulted in a gain of $763,083 and $0 for the three months ended January 31, 2016 and 2015,respectively, which has been reported as other expense in the statements of operations.

The following presents the derivative liability value at January 31, 2016 and October 31, 2015, respectively:

	January 31,		October 31,
	2016		2015
Convertible notes	$	505,063	$	751,505
Warrants		45,291		618,157
	$	550,354	$	1,369,662

The following is a summary of changes in the fair market value of the derivative liability during the three months ended January 31, 2016:

	Derivative
	Liability
	Total
Balance, October 31, 2015	$	1,369,662
Increase in derivative value due to issuances of convertible promissory notes		36,962
Increase in derivative value due to issuances of Warrant		40,120
Decrease due to debt conversion		(90,206	)
Change in fair market value of derivative liabilities due to the mark to market adjustment		(806,184	)
Balance, January 31, 2016	$	550,354

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.

Key inputs and assumptions used to value the convertible debentures and warrants issued during the year ended January 31, 2016:

Convertible notes derivatives:

· The stock price of $0.10 - $0.0056 would fluctuate with the Company projected volatility

· 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 Note 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 projected volatility curve from annualized analysis for each valuation period was based on the historical volatility (171% - 366%) of the Company and the term for each note.

· 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 stock price would fluctuate with the Company projected volatility. The stock price increased in this period ending 10/31/15 from $0.10 to $0.0056.

· The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility (171% - 366%) 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.

· The Warrants with the fixed exercise prices subject to full ratchet reset provisions.

· No Warrants expired nor exercised in this period ending 1/31/16.

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.

XML

Note 3 - Fair Value of Financial Instruments (Tables)

3 Months Ended

Jan. 31, 2016

Fair Value Disclosures [Abstract]

Valuation of financial instruments at fair value

	Fair Value Measurements at January 31, 2016
		Level 1		Level 2			Level 1
Assets
Cash	$	5,913	$	—		$	—
Total assets		5,913		—			—
Liabilities
Loans payable, related parties		—		14,781			—
Convertible debentures, net of discount of $188,495		—		—			314,749
Derivative liabilities		—		—			550,354
Total Liabilities		—		(14,781	)		(865,103	)
	$	5,913	$	(14,781	)	$	(865,103	)

	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 debentures, net of discount of $298,497		—		—			240,452
Derivative liabilities		—		—			1,369,662
Total liabilities		—		(14,781	)		(1,610,114	)
	$	24,404	$	(14,781	)	$	(1,610,114	)

XML

Note 5 - Loans Payable, Related Parties (Tables)

3 Months Ended

Jan. 31, 2016

Notes to Financial Statements

Loans payable, related parties

	January 31,		October 31,
	2016		2015
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	$	9,500
Miscellaneous loans, non-interest bearing, due on demand		5,281		5,281
	$	14,781	$	14,781

XML

Note 6 - Convertible Debenture (Tables)

3 Months Ended

Jan. 31, 2016

Debt Disclosure [Abstract]

Convertible debentures

	January 31,		October 31,
	2016		2015
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% (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 $5,065 and $22,791, respectively).  During the period ended January 31, 2016, the note holder elected to convert a total of $14,785 of principal in exchange for 6,247,581 shares; due to conversion within the terms of the note, no gain or loss was recognized.	$	33,150	$	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 $12,160 and $24,873, respectively).		25,840		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 $19,061 and $35,003, respectively).		28,939		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 $185 and $2,311, respectively).		9,815		7,689

XML

Note 7 - Derivative Liability (Tables)

3 Months Ended

Jan. 31, 2016

Notes to Financial Statements

Derivative liability value

	January 31,		October 31,
	2016		2015
Convertible notes	$	505,063	$	751,505
Warrants		45,291		618,157
	$	550,354	$	1,369,662

Summary of changes in the fair market value of the derivative liability

	Derivative
	Liability
	Total
Balance, October 31, 2015	$	1,369,662
Increase in derivative value due to issuances of convertible promissory notes		36,962
Increase in derivative value due to issuances of Warrant		40,120
Decrease due to debt conversion		(90,206	)
Change in fair market value of derivative liabilities due to the mark to market adjustment		(806,184	)
Balance, January 31, 2016	$	550,354

XML

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

3 Months Ended

Jan. 31, 2016

Notes to Financial Statements

Changes in options outstanding

	Number of Shares		Weighted Average Exercise Price
Outstanding as of October 31, 2015		500,000	$	0.20
Granted		—		—
Exercised		—		—
Cancelled		—		—
Outstanding at January 31, 2016		500,000	$	0.20

Changes in warrants outstanding

	Number of Shares		Weighted Average Exercise Price
Outstanding as of October 31, 2015		9,243,968	$	0.019
Granted		1,512,500		0.002
Exercised		—		—
Cancelled		—		—
Outstanding at January 31, 2016		10,756,468	$	0.021

XML

Note 3 - Fair Value of Financial Instruments - Valuation of financial instruments at fair value (Details) (USD $) - USD ($)	Jan. 31, 2016	Oct. 31, 2015
Assets
Cash	$ 5,913
Liabilities
Convertible debenture, net of discount	314,749	$ 240,452
Derivative liabilities	550,354	1,369,662
Level 1
Assets
Cash	5,913	24,404
Total assets	5,913	24,404
Liabilities
Loans payable, related parties	0	0
Convertible debenture, net of discount	0	0
Derivative liabilities	0	0
Total liabilities	5,913	24,404
Level 2
Assets
Cash	0	0
Total assets	0	0
Liabilities
Loans payable, related parties	14,781	14,781
Convertible debenture, net of discount	0	0
Derivative liabilities	0	0
Total liabilities	(14,781)	(14,781)
Level 3
Assets
Cash	0	0
Total assets	0	0
Liabilities
Loans payable, related parties	0	0
Convertible debenture, net of discount	314,749	240,452
Derivative liabilities	550,354	1,369,662
Total liabilities	$ (865,103)	$ (1,610,114)

XML

Note 5 - Loans Payable, Related Parties - Loans payable, related parties (Details) - USD ($)	Jan. 31, 2016	Jan. 31, 2015
Notes to Financial Statements
Unsecured promissory note	$ 9,500	$ 9,500
Miscellaneous loans, non-interest bearing, due on demand	5,281	5,281
Total loans payable, related parties	$ 14,781	$ 14,781

XML

Note 6 - Convertible Debenture - Convertible debentures (Details) - USD ($)	Jan. 31, 2016	Oct. 31, 2015
Convertible Promissory Note, June 8, 2015
Convertible debenture	$ 33,150	$ 30,209
Less: current maturities of convertible debenture	(33,150)	(30,209)
Long term convertible debenture	0	0
Convertible Promissory Note, July 22, 2015
Convertible debenture	25,840	13,127
Less: current maturities of convertible debenture	(25,840)	(13,127)
Long term convertible debenture	0	0
Convertible Promissory Note, August 17, 2015
Convertible debenture	28,939	12,997
Less: current maturities of convertible debenture	(28,939)	(12,997)
Long term convertible debenture	0	0
Convertible Promissory Note, May 7, 2015
Convertible debenture	9,815	7,689
Less: current maturities of convertible debenture	(9,815)	(7,689)
Long term convertible debenture	0	0
Convertible Promissory Note, May 8, 2015
Convertible debenture	53,095	47,854
Less: current maturities of convertible debenture	(53,095)	(47,854)
Long term convertible debenture	0	0
Convertible Promissory Note, October 9, 2015
Convertible debenture	19,187	3,703
Less: current maturities of convertible debenture	(19,187)	(3,703)
Long term convertible debenture	0	0
Convertible Promissory Note, January 5, 2016
Convertible debenture	568	0
Less: current maturities of convertible debenture	(568)	0
Long term convertible debenture	0	0
Convertible Promissory Note, November 23, 2015
Convertible debenture	3,971	0
Less: current maturities of convertible debenture	(3,971)	0
Long term convertible debenture	0	0
Convertible Promissory Note, May 27, 2015
Convertible debenture	74,500	70,937
Less: current maturities of convertible debenture	(74,500)	(70,937)
Long term convertible debenture	0	0
Convertible Promissory Note, June 29, 2015
Convertible debenture	9,306	7,026
Less: current maturities of convertible debenture	(9,306)	(7,026)
Long term convertible debenture	0	0
Convertible Promissory Note, July 9, 2015
Convertible debenture	25,154	35,840
Less: current maturities of convertible debenture	(25,154)	(35,840)
Long term convertible debenture	0	0
Convertible Promissory Note, August 4, 2014
Convertible debenture	10,008
Less: current maturities of convertible debenture	(10,008)
Long term convertible debenture	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, September 10, 2015
Convertible debenture	11,819	4,215
Less: current maturities of convertible debenture	(11,819)	(4,215)
Long term convertible debenture	0	0
Convertible Promissory Note, October 15, 2015
Convertible debenture	9,397	1,962
Less: current maturities of convertible debenture	(9,397)	(1,962)
Long term convertible debenture	$ 0	$ 0

XML

Note 7 - Derivative Liability - Derivative liability value (Details) - USD ($)	Jan. 31, 2016	Oct. 31, 2015
Derivative liability value	$ 550,354	$ 1,369,662
Derivative Liability
Convertible notes	505,063	751,505
Warrants	45,291	618,157
Derivative liability value	$ 550,354	$ 1,369,662

XML

Note 7 - Derivative Liability - Changes in the fair market value of the derivative liability (Details) - USD ($)	2 Months Ended		3 Months Ended		12 Months Ended
	Jan. 31, 2016	Jan. 31, 2015	Jan. 31, 2016	Jan. 31, 2015	Oct. 31, 2015
Decrease due to conversion			$ 13,686
Change in fair market value of derivative liabilities due to the mark to market adjustment	$ (756,097)	$ 0	(763,083)	$ 0
Derivative Liability
Balance, October 31, 2015			$ 550,354	$ 1,369,662	$ 1,369,662
Increase in derivative value due to issuances of convertible promissory notes					36,962
Increase in derivative value due to issuances of Warrant					40,120
Decrease due to conversion					(90,206)
Change in fair market value of derivative liabilities due to the mark to market adjustment					(806,184)
Balance, January 31, 2016					$ 550,354

XML

Note 8 - Changes in Stockholders’ Equity (Deficit) (Details) - $ / shares	3 Months Ended	12 Months Ended
	Jan. 31, 2016	Oct. 31, 2015
Options Outstanding
Outstanding, beginning, number of shares	500,000
Granted, number of shares	0	0
Exercised, number of shares	0	0
Cancelled, number of shares	0	0
Outstanding, end, number of shares		500,000
Outstanding, beginning, weighted average exercise price	$ 0.20
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	$ 0.20	$ 0.20
Warrants Outstanding
Outstanding, beginning, number of shares	9,243,968
Granted, number of shares		1,512,500
Exercised, number of shares	0	0
Cancelled, number of shares	0	0
Outstanding, end, number of shares		10,756,468
Outstanding, beginning, weighted average exercise price	$ 0.021
Granted, weighted average exercise price		$ 0.002
Exercised, weighted average exercise price	0	0
Cancelled, weighted average exercise price	0	0
Outstanding, end, weighted average exercise price	$ 0.021	$ 0.021

XML

Note 1 - Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($)

2 Months Ended

3 Months Ended

12 Months Ended

Jan. 31, 2016

Jan. 31, 2015

Apr. 30, 2016

Jan. 31, 2016

Jan. 31, 2015

Oct. 31, 2015

Nov. 20, 2015

Nov. 20, 2014

Accounting Policies [Abstract]

Share Exchange Agreement

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. After the share exchange, Lovatt will maintain control of the Company.

Cash and cash equivalents

$ 5,913

$ 0

$ 5,913

$ 0

$ 24,404

$ 24,404

$ 430

Revenue recognized

34,271

Development costs

0

Services and compensation

$ 60,075

$ 29,750

$ 60,075

$ 29,750

$ 231,233

XML

Note 2 - Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Jan. 31, 2016	Oct. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (5,189,886)	$ (5,618,984)
Working capital	1,135,334
Cash on hand	$ 5,913

XML

Note 3 - Fair Value of Financial Instruments (Details Narrative) - USD ($)	Jan. 31, 2016	Oct. 31, 2015
Fair Value Disclosures [Abstract]
Convertible debentures	$ 314,749	$ 240,452
Derivative liability	550,354	1,369,662
Convertible debenture net of discount	$ 188,495	$ 298,497

XML

Note 4 - Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Jan. 31, 2016	Jan. 31, 2015	Oct. 31, 2015
Common stock issued, shares	53,538,319		24,339,929
Related party revenues	$ 29,006	$ 0
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	34,271	0
Total revenue		$ 29,006
Employment contracts
Accrued compensation	160,880		131,923
Rents
Accrued expenses, related parties	$ 3,500		$ 2,000

XML

Note 5 - Loans Payable, Related Parties (Details Narrative) - USD ($)	3 Months Ended
	Jan. 31, 2016	Jan. 31, 2015
Notes to Financial Statements
Interest expense	$ 438	$ 287

XML

Note 6 - Convertible Debenture - Convertible debentures (Details Narative) - USD ($)

2 Months Ended

3 Months Ended

12 Months Ended

Jan. 31, 2016

Jan. 31, 2015

Jan. 31, 2016

Jan. 31, 2015

Oct. 31, 2015

Convertible promissory note

$ 314,749

$ 314,749

$ 240,452

Interest expense

166,669

$ 39,070

Debt discount

33,981

$ 70,176

487,871

Debt amortization expense

140,057

$ 33,641

Interest expense, net of discount

188,495

188,495

$ 298,497

Convertible Promissory Note, June 8, 2015

Convertible promissory note

$ 53,000

$ 53,000

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% (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 $5,065 and $22,791, respectively).  During the period ended January 31, 2016, the note holder elected to convert a total of $14,785 of principal in exchange for 6,247,581 shares; due to conversion within the terms of the note, no gain or loss was recognized.

Interest rate

8.00%

8.00%

Convertible Promissory Note, July 22, 2015

Convertible promissory note

$ 38,000

$ 38,000

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 $12,160 and $24,873, respectively).

Interest rate

8.00%

8.00%

Convertible Promissory Note, August 17, 2015

Convertible promissory note

$ 48,000

$ 48,000

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 $19,061 and $35,003, respectively).

Interest rate

8.00%

8.00%

Convertible Promissory Note, May 7, 2015

Convertible promissory note

$ 10,000

$ 10,000

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 $185 and $2,311, respectively).

Interest rate

8.00%

8.00%

Convertible Promissory Note, May 8, 2015

Convertible promissory note

$ 110,000

$ 110,000

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 $21,835 and $62,146, respectively). During the period ended January 31, 2016, the note holder elected to convert a total of $35,070 of principal in exchange for 7,700,000 shares; due to conversion within the terms of the note, no gain or loss was recognized.

Interest rate

10.00%

10.00%

Convertible Promissory Note, October 9, 2015

Convertible promissory note

$ 61,600

$ 61,600

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 $42,413 and $57,897, respectively).

Interest rate

10.00%

10.00%

Convertible Promissory Note, January 5, 2016

Convertible promissory note

$ 30,800

$ 30,800

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 $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 $7,432 and $-0-, respectively). In conjunction with this note, the company issued 1,512,500 common stock warrants with an exercise price of $0.011 per share with a term of 5 years.

Interest rate

8.00%

8.00%

Convertible Promissory Note, November 23, 2015

Convertible promissory note

$ 200,000

$ 200,000

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 $23,709 and $-0-, respectively).

Interest rate

12.00%

12.00%

Convertible Promissory Note, May 27, 2015

Convertible promissory note

$ 74,500

$ 74,500

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 $-0- and $3,563, respectively).

Interest rate

8.00%

8.00%

Convertible Promissory Note, June 29, 2015

Convertible promissory note

$ 10,000

$ 10,000

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 $694 and $2,974, respectively).

Interest rate

8.00%

8.00%

Convertible Promissory Note, July 9, 2015

Convertible promissory note

$ 53,000

$ 53,000

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 $6,496 and $17,160, respectively). During the period ended January 31, 2016, the note holder elected to convert a total of $21,350 of principal in exchange for 11,170,809 shares.  Due to excess share issuance of 2,026,129, the Company recognized a loss on conversion of $13,686; the excess shares were valued based on fair market value on the date of conversion.

Interest rate

10.00%

10.00%

Convertible Promissory Note, August 4, 2015

Convertible promissory note

$ 20,350

$ 20,350

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 $10,342 and $15,457, 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%

8.00%

Convertible Promissory Note, September 10, 2015

Convertible promissory note

$ 30,250

$ 30,250

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 $18,431 and $26,035, respectively).  In conjunction with this note, the company issued 298,029 common stock warrants (see note 7) with an exercise price of $0.11165 per share with a term of 5 years.

Interest rate

8.00%

8.00%

Convertible Promissory Note, October 15, 2015

Convertible promissory note

$ 30,250

$ 30,250

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 $20,853 and $28,298, respectively).  In conjunction with this note, the company issued 263,043 common stock warrants (see note 7) with an exercise price of $0.1265 per share with a term of 5 years.

Interest rate

8.00%

8.00%

Convertible debentures

Interest expense

$ 9,109

2,145

Debt discount

33,981

544,845

Debt amortization expense

143,973

$ 33,641

Debt issuance cost

51,000

Interest expense, net of discount

$ 10,638

$ 10,638

XML

Note 7 - Derivative Liability (Details Narrative) - USD ($)

2 Months Ended

3 Months Ended

12 Months Ended

Jan. 31, 2016

Jan. 31, 2015

Jan. 31, 2016

Jan. 31, 2015

Oct. 31, 2015

Derivative liabilities, current

$ 550,354

$ 550,354

$ 1,369,662

Derivative liabilities, gain

$ 756,097

$ 0

$ 763,083

$ 0

Convertible notes derivatives

Derivatives

Convertible notes derivatives:

· The stock price of $0.10 - $0.0056 would fluctuate with the Company projected volatility

· 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 Note 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 projected volatility curve from annualized analysis for each valuation period was based on the historical volatility (171% - 366%) of the Company and the term for each note.

· 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.

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

Derivatives

Warrant derivatives:

· The stock price would fluctuate with the Company projected volatility. The stock price increased in this period ending 10/31/15 from $0.10 to $0.0056.

· The projected volatility curve from an annualized analysis for each valuation period was based on the historical volatility (171% - 366%) 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.

· The Warrants with the fixed exercise prices subject to full ratchet reset provisions.

· No Warrants expired nor exercised in this period ending 1/31/16.

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.

XML

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

2 Months Ended

3 Months Ended

12 Months Ended

Jan. 31, 2016

Jan. 31, 2015

Jan. 31, 2016

Jan. 31, 2015

Oct. 31, 2015

Oct. 31, 2014

Oct. 31, 2016

Apr. 25, 2014

Preferred stock, par value

$ 0.0001

$ 0.0001

$ 0.0001

Preferred stock, shares authorized

1,000,000,000

1,000,000,000

1,000,000,000

Preferred stock, shares issued

1,000

1,000

0

Preferred stock, shares outstanding

1,000

1,000

0

Common stock, par value

$ 0.0001

$ 0.0001

$ 0.0001

Common stock, shares authorized

499,000,000

499,000,000

499,000,000

Common stock, shares issued

53,538,319

53,538,319

24,339,929

Common stock, shares outstanding

53,538,319

53,538,319

24,339,929

Stock issued for services, value

$ 60,075

$ 29,750

$ 60,075

$ 29,750

$ 231,233

Subscriptions payable

$ 0

0

0

Stock issued for the conversion of convertible notes, value

$ 71,206

$ 50,168

Authorized Shares, Common Stock

Common stock, par value

$ 0.0001

Common stock, shares authorized

499,000,000

Common stock, shares issued

53,538,319

Common stock, shares outstanding

53,538,319

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

Warrants issued, January 5, 2016

Warrants, issued

1,512,500

1,512,500

Warrants, exercise price

$ 0.0110

$ 0.0110

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

Beneficial Conversion feature

Debt discount

$ 180,959

Common stock issued, January 31, 2016

Common stock, shares issued

4,400,000

4,400,000

Stock issued for services, shares

3,900,000

Stock issued for services, value

$ 58,575

Settlement of convertible debt

Stock issued for the conversion of convertible notes, shares

25,298,390

Stock issued for the conversion of convertible notes, value

$ 71,205

XML

Note 9 - Subsequent Events (Details Narrative) - shares

3 Months Ended

6 Months Ended

Apr. 30, 2016

Apr. 30, 2016

Jan. 31, 2016

Oct. 31, 2015

Common stock issued

53,538,319

24,339,929

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. After the share exchange, Lovatt will maintain control of the Company.

Stock issued

Common stock issued

54,133,113

54,133,113

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. After the share exchange, Lovatt will maintain control of the Company.