POCKET GAMES INC. (Form: S-1, Received: 12/18/2013 17:28:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pocket Games, Inc.

(Exact name of registrant as specified in its charter)

Florida	7372	46-3813936
(State of Incorporation)	(Primary Standard Industrial	(IRS Employer
	Classification Number)	Identification Number)

Pocket Games Inc.

305 Forest Ave,

Woodmere, NY, 11598

Telephone 347-318-8859

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

305 Forest Ave,

Woodmere, NY. 11598

Telephone 347-318-8859

(Address, including zip code, and telephone number,

including area code, of agent for service)

All Communications to:

Brenda Lee Hamilton, Esquire

Hamilton & Associates Law Group, P.A.

101 Plaza Real Suite 202 N

Boca Raton, Florida 33432

Telephone No. (561) 416-8956

Facsimile No.: (561) 416-2855

http://www.securitieslawyer101.com

(Address, including zip code, and telephone, including area code)

Approximate date of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of Each Class of securities to be registered	Amount of shares of common stock to be registered(1) (2)		Proposed Maximum Offering Price Per Share(3)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee(4)

Common Stock, par value $$0.0001 per share		3,675,000	$	.25	$	918,750	$	118.34

(1)

Represents 3,675,000 shares of our common stock being registered for resale on behalf of the selling shareholders named in this registration statement.

(2)

In accordance with Rule 416(a), this registration statement shall also cover an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.

(3)

Until such time as our common shares are quoted on the OTC Bulletin Board, our shareholders will sell their shares at the price of $.25 per share.

(4)

Calculated under Section 6(b) of the Securities Act of 1933 as $.00012880 of the aggregate offering price.

We hereby amend this registration statement on such date or dates as may be necessary to delay our effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED DECEMBER __, 2013

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Pocket Games, Inc.

3,675,000 Common Shares

Selling shareholders are offering up to 3,675,000 shares of common stock. The selling shareholders will offer their shares at $.25 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

There are no underwriting commissions involved in this offering. We have agreed to pay all the costs of this offering. Selling shareholders will pay no offering expenses.

Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange or the NASDAQ stock market, and is not eligible to trade on the OTC Bulletin Board. There is no guarantee that our securities will ever trade on the OTC Bulletin Board or on any listed exchange.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and will therefore be subject to reduced public company reporting requirements.

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment. See “Risk Factors” beginning on page 7.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is December __, 2013.

Table of Contents

The following table of contents has been designed to help you find information contained in this prospectus. We encourage you to read the entire prospectus.

Summary Information	6

Risk Factors	7

Use Of Proceeds	14

Determination Of Offering Price	14

Dilution	14

Selling Shareholders	14

Plan Of Distribution	17

Legal Proceedings	19

Directors, Executive Officers, Promoters, And Control Persons	19

Security Ownership Of Certain Beneficial Owners And Management	20

Description Of Securities	21

Interest Of Named Experts	23

Disclosure Of Commission Position On Indemnification For Securities Liabilities	23

Description Of Business	23

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	31

Certain Relationships And Related Transactions	34

Market For Common Equity And Related Stockholder Matters	34

Executive Compensation	36

Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	38

Financial Statements	41

We have not authorized any person to give you any supplemental information or to make any representations for us. You should not rely upon any information about our company that is not contained in this prospectus. Information contained in this prospectus may become stale. You should not assume that the information contained in this prospectus or any prospectus supplement is accurate as of any date other than their respective dates, regardless of the time of delivery of this prospectus, any prospectus supplement or of any sale of the shares. Our business, financial condition, results of operations and prospects may have changed since those dates. The selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted.

In this prospectus, “Pocket Games” the “company,” “we,” “us,” and “our” refer to Pocket Games, Inc., a Florida corporation.

SUMMARY INFORMATION

You should carefully read all information in the prospectus, including the financial statements and their explanatory notes, under the Financial Statements prior to making an investment decision.

Company Organization

Pocket Games, Inc. (“us”, “we” or “our”) is a Florida corporation formed on October 4, 2013, by our chief executive oficer David Lovatt to develop and distribute mobile sports games. Our principal executive office is located at 305 Forest Ave, Woodmere, NY, 11598. Our telephone number is 347-318-8859. Our website is www.pocketgamesinc.com and is not part of this prospectus.

Business

Our operations to date have been devoted primarily to start-up and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) development of our first game Pocket Football, and (iv) development of a SH3G a mobile game for a related party. We have not completed development of either Pocket Football or SH3G.

From our inception on October 4, 2013, until the date of this filing we have had limited operating activities. Since our inception we have generated revenues of $5,000 from a related party. From October 4, 2013 (inception) to October 31, 2013, we have a net loss of $46,916.

Since our inception on October 4, 2013, through October 31, 2013, and December 10, 2013, we raised an aggregate of $81,000 from the sale of our common stock. We used the proceeds of the offering for working capital.

Emerging Growth Company

We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

The last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

The last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;

The date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

The date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment and the effectiveness of the internal control structure and procedures for financial reporting.

As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.

We have 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 us 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, our financial statements may not be comparable to companies that comply with public company effective dates.

The Offering

As of the date of this prospectus, we had 10,175,000 shares of common stock outstanding.

We will pay all expenses of registering the securities, estimated at approximately $65,000. We will not receive any proceeds of the sale of these securities.

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. The current absence of a public market for our common stock may make it more difficult for you to sell shares of our common stock that you own.

Financial Summary

The tables and information below are derived from our audited financial statements for the period from October 4, 2013 (Inception) to October 31, 2013. Our working capital as of October 31, 2013 was a deficit of $19,741.

	October 31, 2013
Financial Summary (Audited)
Cash	$	21,458
Total Assets	$	76,513
Total Liabilities	$	42,929
Total Stockholder’s Equity	$	33,584

	October 4, 2013(Inception) to October 31, 2013
Statement of Operations
Revenue	$	5,000
Total Expenses	$	51,916
Net Loss for the Period	$	(46,916	)
Net Loss per Share	$	(0.01	)

RISK FACTORS

In addition to the other information provided in this prospectus, you should carefully consider the following risk factors in evaluating our business before purchasing any of our common stock.

Risks Related to Our Financial Condition

There is substantial doubt about our ability to continue as a going concern as a result of our limited operating history and financial resources, and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

We incurred net losses of $46,916 from our inception through October 31, 2013. As a result, our independent registered public accounting firm has included an explanatory paragraph in their audit opinion that we may be unable to continue as a going concern. Our limited operating history and financial resources raises substantial doubt about our ability to continue as a going concern and our financial statements contain a going concern qualification. Our financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

We are an early stage company with little or no historical performance for you to base an investment decision upon, and we may never become profitable.

We were recently formed on October 4, 2013. From our inception through October 31, 2013, we had revenues of $5,000 from a related party. Accordingly, we have limited historical performance upon which you may evaluate our prospects for achieving our business objectives and becoming profitable in light of the risks, difficulties and uncertainties frequently encountered by early stage companies such as us. Accordingly, before investing in our common stock, you should consider the challenges, expenses and difficulties that we will face as an early stage company, and whether we will ever become profitable.

If we are unable to generate sufficient revenues for our operating expenses we will need financing, which we may be unable to obtain; should we fail to obtain sufficient financing, our potential revenues will be negatively impacted.

From our inception through October 31, 2013, our revenues were $5,000. Because we have limited revenues and lack historical financial data, including revenue data, our future revenues are unpredictable. Our operating expenses are presently approximately $20,000 per month or $240,000 annually. After this registration statement is declared effective our operating expenses will be approximately $22,000 per month or $264,000 annually. We will require $22,000 per month or $264,000 over the next twelve months to meet our existing operational costs, which consist of rent, advertising, salaries and other general, administrative expenses to comply with the costs of being an SEC reporting company.

As of December 10, 2013, we had $28,949 of cash and cash equivalents for our operational needs. If we fail to generate sufficient revenues to meet our monthly operating costs of $22,000 we will not have available cash for our operating needs after approximately one month. Until we generate material operating revenues, we require additional debt or equity funding to continue our operations. We intend to raise additional funds from an offering of our stock in the future; however, this offering may never occur, or if it occurs, we may be unable to raise the required funding. We do not have any plans or specific agreements for new sources of funding and we have no agreements for financing in place.

Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements. We anticipate that the cost of SEC reporting will be approximately $22,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition. If we fail to meet these requirements, we will be unable to secure a qualification for quotation of our securities on the OTC Bulletin Board, or if we have secured a qualification, we may lose the qualification and our securities would no longer trade on the OTC Bulletin Board. Further, if we fail to meet these obligations and consequently fail to satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosure available in quarterly, annual reports and other required SEC reports that would be otherwise publicly available leading to increased difficulty in selling their stock due to our becoming a non-reporting issuer.

Risks Related to Our Business

We are not subject to the 15(d) reporting requirements under the securities exchange act of 1934 which does not require a company to file all the same reports and information as a fully reporting company.

Upon effectiveness of this registration statement, we will be subject to the 15(d) reporting requirements according to the Securities Exchange Act of 1934. We are required to file the necessary reports in the fiscal year that the registration statement is declared effective. After that fiscal year and provided the Company has less than 300 shareholders, the Company is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition. In addition, as a filer subject to Section 15(d) of the Exchange Act, the Company is not required to prepare proxy or information statements; our common stock will not be subject to the protection of the going private regulations; the Company will be subject to only limited portions of the tender offer rules; our officers, directors, and more than ten (10%) percent shareholders are not required to file beneficial ownership reports about their holdings in our Company; that these persons will not be subject to the short-swing profit recovery provisions of the Exchange Act; and that more than five percent (5%) holders of classes of your equity securities will not be required to report information about their ownership positions in the securities.

If we are unable to establish strong brand recognition of our mobile games, we will not be able to generate meaningful revenues.

The social gaming market is driven by brand name recognition and virtual goods. We must develop unconventional social gaming applications to build brand recognition of our games. Brand recognition will establish a position in the mobile gaming market and if successful, will help us generate revenues. If we do not establish our brand name, we will not be able to generate meaningful revenues and our business could fail.

We may be unable to gain market acceptance of our products which are not yet developed.

Our survival is currently dependent upon the success of our efforts to gain market acceptance of our mobile games that are presently under development. Our products will ultimately represent a very small segment in the mobile game industry when they are completed. Should our target market not be as responsive to our mobile game products we will be unable to generate sufficient revenues to become profitable.

While many new products, such as our planned products, are regularly introduced, only a relatively small number of mobile games account for a significant portion of net revenue in our industry. Our products may not be a desired for purchase by consumers, or competitors may develop titles that imitate or compete with our prospective mobile games, and take our targeted revenue stream away from us or reduce our ability to command profitable revenue streams for our game. Mobile game products published by our competitors may take a larger share of our target market than we anticipate, which could cause our game revenue streams to fall below our expectations. If our competitors develop more successful products or offer competitive products at lower price, our revenue, margins, and profitability will decline.

Technology changes rapidly in the mobile gaming industry and if we fail to anticipate or successfully implement new technologies into our games our revenues will be negatively impacted.

Rapid technology changes in the mobile game industry require us to anticipate, sometimes years in advance, which technologies we will implement and develop in order to be competitive. We must start our product development with a range of technical development goals that we hope to be able to achieve. We may not be able to achieve these goals, or our competition may be able to achieve them more quickly and effectively than we can. In either case, our products and services may be technologically inferior to our competitors’, less appealing to consumers, or both. If we cannot achieve our technology goals within the original development schedule of our products and services, then we may delay their release until these technology goals can be achieved, which may delay or reduce revenue and increase our development expenses. Alternatively, we may increase the resources employed in research and development in an attempt to accelerate our development of new technologies, either to preserve our product or service launch schedule or to keep up with our competition, which would increase our development expenses. Any such failure to adapt to, and appropriately allocate resources among, emerging technologies would harm our competitive position, and negatively impact our revenues.

We are planning to use third parties to develop our game. We will have less control over third parties because we cannot control their personnel, schedule or resources. It will be more difficult to detect design faults and software errors. Any such fault or error could cause delays in delivering our product or require design modifications delays or defects would likely have a more detrimental impact on our business than if we were a more established company. Any of these factors could cause a game not to meet our quality standards or expectations, or not to be completed on time or at all. If this happens, we could lose anticipated revenues, or our entire investment in our game.

If we are unable to complete the development of our mobile games we will not be able to generate meaningful revenues and you will lose your investment.

We have not completed development of any our games and we have limited revenues of $5,000 from a related party to develop a game. We have subcontracted the development of the game to a third party. The success of our proposed business will depend on the completion and the acceptance of our products by the general public.

We currently have no protection by any trademarks, patents and/or other intellectual property registrations. If we are unable to protect our intellectual property rights, our proposed business will fail.

We have not applied for any trademark, patent or other intellectual property registration with any governmental agency for our name or for our software product. At present we are planning to enter into non-disclosure agreements with employees to protect our technology. Despite our precautions taken to protect our proposed software programs, unauthorized parties may attempt in the future to reverse engineer, copy or obtain and use our game. If they are successful we could lose our technology or they could develop similar programs, which could create more competition for us and even cause our proposed business operations to fail.

We may not be able to compete effectively against our competitors.

We expect to face strong competition from well-established companies and small independent companies that have established products with brand recognition and greater financial resources than we have. We will be at a competitive disadvantage in gaining brand recognition, employees, financing and other resources required to provide mobile game products demanded by prospective customers. Our opportunity to obtain customers may be limited by our financial resources and other assets. If we are unable to effectively compete with other mobile game providers our business will fail and you will lose your entire investment.

As our business grows, we will need to attract additional managerial employees which we might not be able to do.

We have two officers and directors, Mr. David Lovatt and Elliot Polatoff, our treasurer and secretary. In order to grow and implement our business plan, we would need to add managerial talent in sales, technical, and finance to support our business plan. There is no guarantee that we will be successful in adding such managerial talent.

Risks Related To Our Management

Should we lose the services of David Lovatt, our founder, chief executive officer, president and sole director, our financial condition and proposed expansion may be negatively impacted.

Our future depends on the continued contributions of David Lovatt, our founder, chief executive officer, president and sole director who would be difficult to replace. The services of Mr. Lovatt are critical to the management of our business and operations. We do not maintain key man life insurance on Mr. Lovatt. Should we lose the services of Mr. Lovatt and be unable to replace his services with equally competent and experienced personnel, our operational goals and strategies may be adversely affected, which will negatively affect our potential revenues.

We will incur additional costs and management time related expenses pertaining to SEC reporting obligations and SEC compliance matter and our management has no experience in such matters.

David Lovatt, our chief executive officer, president and director and Elliot Polatoff, our treasurer and secretary a re responsible for managing us, including compliance with SEC reporting obligations and maintaining disclosure controls and procedures and internal control over financial reporting. These public reporting requirements and controls are new to our chief executive officer and at times will require us to obtain outside assistance from legal, accounting or other professionals that will increase our costs of doing business. Should we fail to comply with SEC reporting and internal controls and procedures, we may be subject to securities law violations that may result in additional compliance costs or costs associated with SEC judgments or fines, both of which will increase our costs and negatively affect our potential profitability and our ability to conduct our business.

Because we do not have an audit or compensation committee, shareholders will have to rely on the one member of our board of directors who is not independent to perform these functions.

We do not have an audit or compensation committee or board of directors as a whole that is composed of independent directors. These functions are performed by our sole director. Because our sole director is not independent, there is a potential conflict between their or our interests and our shareholders’ interests since David Lovatt, our sole board member is also our chief executive officer and president who will participate in discussions concerning management compensation and audit issues that may be affect management decisions. Until we have an audit committee or independent directors, there may be less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

We are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1,000,000,000, if we issue more than $1,000,000,000 in non-convertible debt in a three year period, or if the market value of our common stock held by non-affiliates exceeds $100,000,000 as of any April 30 before that time, in which case we would no longer be an emerging growth company as of the following April 30. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Risks Related to Our Common Stock

Our chief executive officer, president and sole director has voting control over all matters submitted to a vote of our common stockholders, which will prevent our minority shareholders from having the ability to control any of our corporate actions.

As of the date of this prospectus, we had 10,175,000 shares of common stock outstanding, each entitled to one vote per common share. Our chief executive officer, president and sole director, David Lovatt holds 3,500,000 and our treasurer and secretary, Elliot Polatoff holds 2,500,000 shares. The shares held by Lovatt and Polatoff represent approximately 59% of our outstanding common shares. As a result, our management has the ability to determine the outcome of all matters submitted to our stockholders for approval, including the election of directors. Mr. Lovatt’s control of our voting securities may make it impossible to complete some corporate transactions without his support and may prevent a change in our control. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there might be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC Bulletin Board, investors should consider any secondary market for our common shares to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication, which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

Accordingly, our common shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our common stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our common shares and may affect the ability of purchasers to sell any of our common shares in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

Sales of our common stock under Rule 144 could reduce the price of our stock.

None of our outstanding common shares are currently eligible for resale under Rule 144. In general, persons holding restricted securities in a Securities & Exchange Commission reporting company, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices for our common stock will be reduced.

If in the future we are not required to continue filing reports under Section 15(d) of the 1934 Act, for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common shares can no longer be quoted on the OTC Bulletin Board, which could reduce the value of your investment.

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d). However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common stock can no longer be quoted on the OTC Bulletin Board, which could reduce the value of your investment. Of course, there is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective. Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. Thus the filing of a Form 8-A in such event makes our common shares continued to be able to be quoted on the OTC Bulletin Board.

We may, in the future, issue additional securities, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorize us to issue 499,000,000 shares of common stock and 1,000,000 shares of preferred stock. As of the date of this prospectus, we had 10,175,000 shares of common stock outstanding. Accordingly, we may issue up to an additional 488,825,000 shares of common stock and 1,000,000 shares of preferred stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis including for services or acquisitions or other corporate actions that may have the effect of diluting the value of the shares held by our stockholders, and might have an adverse effect on any trading market for our common stock. Additionally, we are authorized to issue 1,000,000 shares of blank check preferred stock of which no shares are outstanding. As such, we may issue an additional 1,000,000 shares of preferred stock. Our board of directors may designate the rights, terms and preferences of our authorized but unissued preferred shares at its discretion including conversion and voting preferences without notice to our shareholders.

Special Information Regarding Forward Looking Statements

Some of the statements in this prospectus are “forward-looking statements.” These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among others, the factors set forth above under “Risk Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments. However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer. Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

USE OF PROCEEDS

We will not receive proceeds from the sale of the shares by selling shareholders.

DETERMINATION OF OFFERING PRICE

Our management has determined the offering price for the selling shareholders' shares. The price of the shares we are offering were arbitrarily determined. We have no agreement, written or oral, with our selling shareholders about this price. Based upon oral conversations with our selling shareholders, we believe that none of our selling shareholders disagree with this price. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. The factors considered were:

· Our lack of significant revenues

· Our growth potential

· The price we believe a purchaser is willing to pay for our stock

The offering price does not bear any relationship to our assets, results of operations, or book value, or to any other generally accepted criteria of valuation. Prior to this offering, there has been no market for our securities.

DILUTION

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.

SELLING STOCKHOLDERS

The selling security holders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling security holders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling security holders upon termination of this offering.

We believe that the selling security holders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling security holders. None of our selling security holders is or is affiliated with a broker-dealer. All selling security holders may be deemed underwriters. The percentages below are based upon 10,175,000 common shares outstanding.

								Number of
								Common
								Shares		Percentage
								held after		held after
								Offering		offering
								assuming		assuming
								all		all
	Number					Number of		Common		Common
	Of Common		Percentage			Common		Shares		Shares
	Shares Held		owned before			Shares		being		being
	before the		the			Being		registered		registered
Name of Beneficial Holder	Offering		Offering(1)			Offered		are Sold		are sold
Steve Mellner		500,000		4.9	%		500,000		0		0
Michael Zylberberg		375,000		3.6	%		375,000		0		0
Jason Klor		400,000		3.9	%		400,000		0		0
Deborah Katz (4)		100,000		.98	%		100,000		0		0
Shlomo Katz (4)		100,000		.98	%		100,000		0		0
Mordechai Goldfeder		100,000		.98	%		100,000		0		0
Michael Fulda (2)		400,000		3.9	%		400,000		0		0
Evan Pockriss		50,000		.49	%		50,000		0		0
Shoshana Rumstein (3)		100,000		.98	%		100,000		0		0
Benjamin Pollack (3)		150,000		1.47	%		150,000		0		0
Mordecai Lent		300,000		2.9	%		300,000		0		0
Adam Isaac Yanofsky		200,000		1.96	%		200,000		0		0
Elisha Aryeh		200,000		1.96	%		200,000		0		0
Yaakov Fulda (2)		1,000,000		9.8	%		500,000		500,000		0
Hamilton & Associates Law Group P.A. (5)		200,000		1.96	%		200,000		0		0
Total		4,175,000		40.76	%		3,675,000

[1]

Assuming that all 3,675,000 shares registered are sold.

[2]

Yaakov Fulda is the father of Michael Fulda. Yaakov and Michael Fulda are above the age of 18 and do not reside in the same household.

[3]

Shoshana Rumstein and Benjamin Pollack are husband and wife.

[4]

Deborah Katz and Shlomo Katz are husband and wife.

[5]

Hamilton & Associates Law Group is owned and controlled by Brenda Hamilton.

Holders of Record

We have 17 shareholders of record.

Offers and Sales of Securities

			Total					How
	Price		Consideration		Number			Shareholder
	Per		Paid by		of Shares		Payment	Know at	Offer	Sale
Name	Share Paid		Shareholder		Purchased		Method	Time of Offer	Date	Date
Steve Mellner	$	.004	$	2,000		500,000	Check	Pre-existing relationship with Elliot Polatoff	10/5/13	11/06/13
Michael Zylerberg	$	.004	$	1,500		375,000	Check	Pre-existing relationship with Elliot Polatoff	10/5/13	11/04/13
Jason Klor	$	.025	$	10,000		400,000	Check	Pre-existing relationship with Elliot Polatoff	10/10/13	12/05/13
Deborah Katz (1)	$	.025	$	2,500		100,000	Check	Pre-existing relationship with Elliot Polatoff	10/10/13	11/21/13
Shlomo Katz(1)	$	.025	$	2,500		100,000	Check	Pre-existing relationship with Elliot Polatoff	10/10/13	11/21/13
Mordechai Goldfeder	$	.025	$	2,500		100,000	Check	Pre-existing relationship with Elliot Polatoff	10/10/13	11/15/13
Michael Fulda(2)	$	.025	$	10,000		400,000	Check	Pre-existing relationship with Elliot Polatoff	10/10/13	12/05/13
Evan Pockriss	$	.05	$	2,500		50,000	Check	Elliot Polatoff	10/22/13	11/11/13
Shoshana Rumstein (3)	$	.05	$	5,000		100,000	Check	Pre-existing relationship with Elliot Polatoff	10/28/13	10/28/13
Benjamin Pollack(3)	$	.05	$	7,500		150,000	Check	Pre-existing relationship with Elliot Polatoff	10/28/13	11/07/13
Mordecai Lent	$	.05	$	15,000		300,000	Check	Pre-existing relationship with Elliot Polatoff	10/24/13	10/24/13
Adam Isaac Yanofsky	$	.05	$	10,000		200,000	Check	Pre-existing relationship with Elliot Polatoff	10/22/13	10/22/13
Elisha Aryeh	$	.05	$	10,000		200,000	Check	Pre-existing relationship with Elliot Polatoff	11/6/13	11/06/13
Yaakov Fulda(2)(4)		N/A		Services Rendered		1,000,000	N/A	N/A	N/A	N/A
Hamilton & Associates Law Group. P.A. (5)		N/A		Services Rendered		200,000	N/A	N/A	N/A	N/A
Total			$	81,000		4,175,000

We are registering up to 500,000 common shares for each selling shareholder. We are not registering common shares held by our officers or directors. We are registering 500,000 shares for one selling shareholder who rendered services to us. During October and November 2013, we sold 2,775,000 common shares for cash consideration and 700,000 common shares for services to the selling stockholders as reflected in the chart below.

(1) Deborah and Shlomo Katz are husband and wife.

(2) Yaakov Fulda is the father of Michael Fulda.

(3) Shoshana Rumstein and Benjamin Pollack are husband and wife.

(4) Yaakov Fulda is the father of Michael Fulda. On October 15, 2013 we issued 1,000,000 shares to Yankov Fulda. We valued these shares at $.05 per share or an aggregate of $50,000.

(5) On December 12, 2013, we issued 200,000 shares to Hamilton & Associates Law Group, P.A. for services rendered. We valued these share at $.05 per share or an aggregate of $10,000.

We relied on Section 4(2) of the Securities Act of 1933, as amended for the offer and sale of the securities below. We believe that Section 4(2) was available because:

· Each investor had a pre-existing relationship with our chief executive officer or our secretary, Elliot Polatoff at the time of the offer and sale.

· None of these issuances involved underwriters, underwriting discounts or commissions.

· Restrictive legends were and will be placed on all certificates issued as described above.

· The distribution did not involve general solicitation or advertising.

· The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.

In connection with the foregoing transactions, we provided the following to all investors:

· Access to all our books and records.

· Access to all material contracts and documents relating to our operations.

· The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business.

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the Company in an accepted publication which permits a "manual exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

PLAN OF DISTRIBUTION

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Selling shareholders are offering up to 3,675,000 shares of common stock. The selling shareholders will offer their shares at $.25 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

The securities offered by this prospectus will be sold by the selling shareholders. Selling shareholders in this offering may be considered underwriters. We are not aware of any underwriting arrangements that have been entered into by the selling shareholders. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market, including broker's transactions or privately negotiated transactions.

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the over the counter bulletin board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they may not purchase any of our securities while they are selling shares under this registration statement.

Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

There can be no assurances that the selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment to this registration statement disclosing such matters.

OTC Bulletin Board Considerations

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We anticipate that after this registration statement is declared effective, market makers will enter “piggyback” quotes and our securities will thereafter trade on the OTC Bulletin Board.

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the bulletin board is that the issuer be current in its reporting requirements with the SEC.

Although we anticipate listing on the OTC Bulletin board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution. Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

LEGAL PROCEEDINGS

We are not aware of any pending or threatened legal proceedings in which we are involved.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

The board of directors elects our executive officers annually. A majority vote of the directors who are in office are required to fill vacancies. Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our directors and executive officers are as follows:

Name	Age	Position

David Lovatt	39	Chief Executive Officer and Director
Elliot Polatoff	46	Treasurer and Secretary

David Lovatt, Chief Executive Officer, President and Director

David Lovatt became our Chief Executive Officer and Director on October 4, 2013. From November 10, 2010 to December 1, 2013. Mr. Lovatt was the chief executive officer of DNA Dynamics, Inc. His responsibilities included overseeing product development and operations. From September 1, 2008 until February 1, 2011, Mr. Lovatt was the chief executive officer of Cloud Centric System Inc.

As our director, Mr. Lovatt’s experience in video game development and operations qualifies him to be our director. Mr. Lovatt has a Bachelor’s of AA’s in the University of Muddersfield, in West Yorkshire, England.

Elliot Polatoff, Treasurer and Secretary

Elliot Polatoff became our treasurer and secretary on October 4, 2013. From December 1, 2012 until May 1, 2013, Mr. Polatoff was the office manager of Five Towns Neurology. From June 2012, until October 2012, Mr. Polatoff was the residential manager of Human Care Services. From September 2007 until September 2009, Mr. Polatoff was the Chief Executive Officer of Party Source, Inc., an entertainment company.

Family Relationships and Other Matters

There are no family relationships between any of our shareholders and our officers and directors.

Legal Proceedings

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

· Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

· Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

· Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

· Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

· Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity;

· Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity; and/or

· Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

Corporate Governance

We have one member of our board of directors, David Lovatt who also serves as our chief executive officer and majority shareholder. Mr. Lovatt is not “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

We do not have any standing audit, nominating and compensation committees of the board of directors, or committees performing similar functions. We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer. All Board actions have been taken by Written Action rather than formal meetings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders is 305 Forest Ave, Woodmere, NY 11598.

		Amount
Title of		Beneficial		Direct		Indirect		Percent
Class	Position	Ownership(1)		Ownership		Ownership		of Class

COMMON	David Lovatt(2) Chief Executive Officer President, Director		3,500,000		3,500,000		0		34.39	%
COMMON	Elliot Polatoff (3) Treasurer, Secretary		2,500,000		2,500,000		0		24.57	%
COMMON	All officers and directors as a Group (2 persons)		6,000,000		6,000,000		0		58.96	%

(1)	This table is based upon information derived from our stock records. Applicable percentages are based upon 10,175,000 shares of common stock outstanding as of the date of this Prospectus.
(2)	On October 4, 2013, we issued 2,500,000 shares of our common stock at a price of $.0001 per share or an aggregate of $250. On December 9, 2013 we sold 1,000,000 common shares to David Lovatt for the price of $.05 per share or an aggregate price of $50,000.
(3)	On October 4, 2013, we issued 2,500,000 shares of our common stock to Elliot Polatoff at a price of $.0001 per share or an aggregate price of $250.

We are not registering shares held by our officers and directors. The chart above is based upon 10,175,000 shares outstanding. This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table are subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned.

DESCRIPTION OF SECURITIES

The following description is a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws. Our Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this prospectus is a part.

We are authorized to issue 499,000,000 shares of common stock, $0.0001 par value per share, and 1,000,000 shares of preferred stock. As of the date of this prospectus there are 10,175,000 shares of our common stock issued and outstanding held by 17 stockholders of record, and no shares of our preferred stock outstanding

Common Stock

Each share of our common stock entitles the holder to one (1) vote, either in person or by proxy, at meetings of shareholders. The shareholders are not permitted to vote their shares cumulatively. Accordingly, the holders of more than fifty percent (50%) of the total voting rights on matters presented to our common stockholders can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any such directors. The vote of the holders of a majority of the holders entitled to vote on matters submitted to our common stockholders including of our Series A Preferred Shares described below is sufficient to authorize, affirm, ratify, or consent to such act or action, except as otherwise provided by law.

To date, we have paid no cash dividends on our shares of common stock. Any future disposition of dividends will be at the discretion of our Board of directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors. We have no present plans for future cash or stock dividends. We intend to retain future earnings, if any, to provide funds for operation of our business.

Holders of our common stock have no preemptive rights. All outstanding shares of our common stock are, and the common stock to be issued upon completion of the Offering upon issuance will be validly issued, fully paid and non-assessable.

Upon our liquidation or dissolution, the assets legally available for distribution to holders of shares of the common stock, after payment of all of our obligations, are distributable ratably among the holders of the then outstanding common stock.

All shares of common stock outstanding are validly issued, fully paid and non-assessable.

Preferred Stock

We are authorized to issue 1,000,000 shares of preferred stock with a par value of $$0.0001 per share. No preferred shares are outstanding. Our board of directors may designate the authorized but unissued shares of the Preferred Stock with such rights and privileges as the board of directors may determine.

Florida Anti-Takeover Laws

As a Florida corporation, we are subject to certain anti-takeover provisions that apply to public corporations under Florida law. Pursuant to Section 607.0901 of the Florida Business Corporation Act, or the Florida Act, a publicly held Florida corporation may not engage in a broad range of business combinations or other extraordinary corporate transactions with an interested shareholder without the approval of the holders of two-thirds of the voting shares of the corporation (excluding shares held by the interested shareholder), unless:

·	the transaction is approved by a majority of disinterested directors before the shareholder becomes an interested shareholder;
·	the interested shareholder has owned at least 80% of the corporation’s outstanding voting shares for at least five years preceding the announcement date of any such business combination;
·	the interested shareholder is the beneficial owner of at least 90% of the outstanding voting shares of the corporation, exclusive of shares acquired directly from the corporation in a transaction not approved by a majority of the disinterested directors; or
·	the consideration paid to the holders of the corporation’s voting stock is at least equal to certain fair price criteria.

An interested shareholder is defined as a person who, together with affiliates and associates, beneficially owns more than 10% of a corporation’s outstanding voting shares. We have not made an election in our amended Articles of Incorporation to opt out of Section 607.0901.

In addition, we are subject to Section 607.0902 of the Florida Act which prohibits the voting of shares in a publicly held Florida corporation that are acquired in a control share acquisition unless (i) our board of directors approved such acquisition prior to its consummation or (ii) after such acquisition, in lieu of prior approval by our board of directors, the holders of a majority of the corporation’s voting shares, exclusive of shares owned by officers of the corporation, employee directors or the acquiring party, approve the granting of voting rights as to the shares acquired in the control share acquisition. A control share acquisition is defined as an acquisition that immediately thereafter entitles the acquiring party to 20% or more of the total voting power in an election of directors.

INTEREST OF NAMED EXPERTS

The financial statements from October 4, 2013 (inception) through October 31, 2013, included in this prospectus have been audited by Salberg & Company P.A. independent registered public accounting firm, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The legality of the shares offered under this registration statement is being passed upon by Hamilton & Associates Law Group, PA. Brenda Hamilton, principal of Hamilton & Associates Law Group, P.A. owns 200,000 shares of our common stock, none of which are being registered in this offering.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

Our Bylaws, subject to the provisions of Florida Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

Organization Within The Last Five Years

We were incorporated in the state of Florida on October 4, 2013, to engage in the development and sale of mobile games for the Apple and Android platforms.

Our principal executive office is located at 305 Forest Ave, Woodmere, NY, 11598, and our telephone number 347- 318-8859. Information contained in, or accessible through, our website does not constitute part of this prospectus.

We have not been involved in a bankruptcy receivership or similar proceeding. Additionally, we have not been involved in a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

Since our inception on October 4, 2013, through October 31, 2013, and December 10, 2013, we raised an aggregate of $81,000 from the sale of our common stock. Since our inception we have generated revenues of $5,000 from a related party transaction. From October 4, 2013 (inception) to October 31, 2013, we have a net loss of $46,916.

Our independent registered public accounting firm has issued an audit opinion for our Company which includes an explanatory paragraph expressing substantial doubt as to our ability to continue as a going concern.

We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We do not own physical properties.

We are not a blank check registrant, as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since we have a specific business plan or purpose. We have not had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with, any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

Our Business

Our operations to date have been devoted primarily to start-up and development activities, which include: (i) formation of the Company; (ii) development of our business plan; (iii) development of our mobile game Pocket Football and (iv) entering into an agreement with a related party, DNA Interactive Games, Inc. a game developer, to develop a mobile game known as SH3G.

We plan to develop and sell mobile games for the Apple and Android platforms. We have recently started development of our first mobile game Pocket Football. We also plan to develop mobile games for third parties.

Pocket Football

Pocket Football is in development for our own IP release. Pocket Football is a multiplayer game based on American Football.

The game is casual 'turn-based' multiplayer American football game where players take turns selecting plays and watch the action unfold on the gridiron.

Pocket American Football: The Basic Game Outline

Challenge friends to play an American football game

Challenger starts in offense, selects play & boosts

Friend receives challenge & picks best defense

Sequence is played out (e.g. ‘touchdown’) in full 3D

1 turnaround per player per quarter

Monetization through Play Boosts and unlocking New Plays

Our total cost is anticipated to be approximately $135,000 for the initial iOs platform and $50,000 for each additional platform. During development of our application we need to join the Apple Developer Program, which will cost us US$99/year. We have just started development of our first mobile game and there is no guarantee that we will ever develop this game. We will develop other mobile games when/if our first mobile game is successful and we have available funds for further development.

Pocket Football is aimed at a closely-targeted player base (fans of American Football that play/used to play computer/console/mobile phone games). These players are likely to be both dedicated & competitive and, as such, we are gearing the monetization mechanics towards making in-game progression easier/faster (focusing on the competitive and convenience monetization motivations). Spending money does not guarantee ‘winning’ but does improve the player’s chances.

As such we have opted for a two-currency system (Stars and Bucks) that caters to a variety of player motivations (to purchase) including:

Consumables – purchases that provide a temporary performance boost in order to progress faster/better. At launch these consumables take the form of ‘play boosts’ (see image below); these can be augment on either the offensive or defensive play, giving a performance improvement and/or nullifying the opponent’s advantage. These ‘boosts’ are purchased in game with stars.

One-off purchases – purchases that unlock a feature or benefit permanently for that user. In Pocket Football these take the form of additional tactical plays. Having these additional plays at your disposal Increases your chances of success against your opponent thus making you more competitive. In the example below, the player has purchased the ‘Pitch’ defensive play.

Obtaining Currency

players earn stars at each point in the game (e.g. by successfully making 10 yards or by sacking the opponent’s quarterback), at each leveling-up point and by completing Incentivized actions such as inviting new players to the game. The rate at which they can earn stars diminishes as the player progresses (as they ‘level up’) meaning that if they wish to repeatedly buy play boosts (up to two per every play) then their star currency balance will often fall to zero. These ‘chokes points’ are designed to Incentivize a purchase of stars with real money and the game offers players the opportunity to do so at these points with targeted message pop-ups.

the game also seeds the users with some initial bucks for free but players do not earn more bucks thereafter by playing. This is specifically done to encourage the player to buy their first premium play (without spending real money) in order to illustrate the in-game benefit of having extra plays and to make it apparent that having bucks makes this possible.

Both currencies can be bought quickly and easily through in-app purchases (‘IAPs’). This is done simply by:

Tapping on the currency icons at the top of the screen

Selecting the stars or bucks package to purchase

Confirming that you wish to make the purchase

This process can take less than 20 seconds and the player receives their stars/bucks instantly. The purchase will be registered via the Apple App Store and we receive 70% of the gross revenue.

Images of Pocket Football are set forth below:

Third Party Game Development

On October 22, 2013 we entered into an agreement with DNA Interactive Games Limited, a company formed under the laws of the United Kingdom (“DNAIG”), which is controlled by our Chief Executive Officer, David Lovatt, to develop a game known as SH3G for iPad and the Android tablet platforms. DNAIG agreed to pay us an aggregate of $58,500, as we meet the developmental milestones below:

	Amount Paid
Milestone	Upon Milestone
Organize Publisher Team and Develop Software	$	13,500
Testing of first version of completed iOS Game	$	10,000
Correct Bugs and Game Interference Issues	$	5,000
Consumer Release IPAD game version	$	15,000
Consumer Release Android Tablet Launch	$	15,000
Total	$	58,500

We subcontracted with Fluid Games Limited for the development of SH3G, in exchange for payment of $42,000. To date we have paid approximately $17,000 of this amount.

The Mobile Game Market

According to eMarketer.com, the number of US mobile gamers has increased and will continue to increase.

Revenue

Mobile game developers can propose and publish their applications in online stores and are paid a portion of revenue from the selling price. Apple’s App Store, for example, distributes third party mobile games and applications for iOS devices, such as iPod, iPhone and iPad. Visitors to the store can browse and download applications from the iTunes Store that were developed with the iOS SDK or Mac SDK and published through Apple, Inc. Depending on the application, they are available either for free or at a cost. The applications can be downloaded directly to the user’s device, or downloaded onto a computer using iTunes. With the Apple store, 30% of revenue from the store goes to Apple, and 70% go to the producer of the application.

Android Play is another big and popular online software store developed by Google for Android OS devices. Its gateway is an application program called “Play”, preinstalled on most Android devices, allows users to browse and download applications published by third-party developers. Google announced the Android Market on 28 August 2008, subsequently renamed it to Google Play, and made it available to users on 22 October 2008. The Android Play application is not open source. Only Android devices that comply with Google’s compatibility requirements may install and access Google’s closed-source Android Play application, subject to entering into a licensing agreement with Google. Developers in 29 countries may sell applications on the Android Market. Application developers receive 70% of the application price, with the remaining 30% distributed among carriers and payment processors (Google does not take a percentage).

In addition to these main players, there are over 100 additional Android orientated stores available around the globe. Third party stores such as the Samsung Store dominate the Asian Market. Access to these stores is equally open to third party developers who qualify. Qualification is normally a simple case of subscribing to the Store’s Terms & Conditions and having an App available for sale.

We plan to generate revenue from the following sources:

Sale of our mobile games

Where we plan to sell our mobile games on the App Store site as opposed to adopting the ‘Freemium’ model, the Store Provider will typically claim 30% of the revenue from the sale of each app, leaving us with 70%.

In-game purchases

Freemium is a business model that has existed in videogames (and other industries) for quite some time but one that has, in the last 2-3 years, been adopted by a large number of games developers / publishers both big and small. Freemium is not about giving your product(s) away for free. Freemium gives you a way of leveraging the availability of low cost (in the case of Facebook games hosted in ‘the cloud’), or even free digital distribution (as is the case for iOS/Android markets). To better understand the Freemium model you should note that:

That there are zero cost barriers preventing players from trying your game (compared to a $40 upfront outlay to ‘try’ a PC or console game for example).

A player who doesn’t pay is still (a) a marketing channel, e.g. to their friends, and (b) helping to provide critical mass of players that those who do choose to pay can play with or against.

That players are motivated to pay for optional aspects of the game or items within it because:

They can customize the experience to their liking

They can progress faster that non-payers ( convenience )

They can pay for additional content

They can compete more effectively against other players.

That purchase opportunities (price points) can be provided along the entire price elasticity curve (from $0.99 to $999) and with no limit on potential purchases, thus catering to the financial capabilities/preferences of all players

Key input factors that determine the effectiveness of a Freemium game (other than product quality and levels of service provision) are:

How often the players engage (e.g. sessions/day and session length)

How long players retain for (e.g. 30 day, 90 day retention)

Research by San Francisco-based games analytics company Flurry has found that social, turn-based games are in what they determine the monetization ‘sweet spot’. PocketFootball and subsequent derivate products based on other sports, fall squarely within this ‘sweet spot’

In-game purchases refer to items or points that a player can buy for use within a virtual word to improve a character or enhance the playing experience. The virtual goods that the player receives in exchange for real-world money are non-physical and are generally created by the game ’ s producer.

In-game ads

One of the major benefits of advertising on a mobile game is that advertisers can take advantage of the users’ geographic and demographic information and target their ads appropriately. Revenue is generated according to the PPC (Pay Per Click) model, where advertisers pay the hosting service a flat rate each time the ad is clicked.

Marketing And Sales Strategy

We plan to market our products as follows:

PR / Social Networks. We plan to use social networks and media such as twitter, myspace, facebook and blogs to drive traffic to our website by creating forums that contain information about our products including product support information.

Free App Promotions. We plan to take advantage of free app promotion when possible. Games with some kind of Premium element (either paid or a special in-app purchase giveaway) can be promoted using free app promotion networks, such as AppAllStar and FreeAppADay to distribute content to a much larger audience.

Pay Per Install. We plan to use Networks such as TapJoy and W3i to drive installs in (mostly) Freemium games. The installs are driven from an Offerwall (a page of offers that gives you a reward in the current game you are playing if you install another game or App).

Mobile Advertising Networks. We plan to advertise on networks across iOS and Android. Services such as Admob, iAd and Chartboost all offer campaigns for app promotion either on a PPC (Pay-Per-Click) or PPI (Pay-Per-Install) basis. Most of these networks operate on a bid basis, by bidding a larger amount you have more chance of your ads being displayed.

Preview / Review Sites and Blogs. We plan to advertise on mobile game review sites that are willing to rate games which provides games exposure. Websites, such as 148Apps and Pocket Gamer, are good examples of industry respected, mobile game review sites that have large audiences. Several traditional gaming websites such as IGN and Eurogamer also review mobile games.

Social PlugIns. We plan to deliver our games using several 3 ^rd Party Plugins. Pocket Football already has integrated plugins for Apple’s GameCenter, Facebook, Urban Airship, Playhaven, Tapjoy, Flurry and Chartboost SDK. These Plugins have several and varied uses, from simple paid per click advertising campaigns, through advertsiisng and click shares to detailed analytics and reporting. We are currently investigating several other PlugIn’s for integration, such as GREE, Scoreloop, and Fiksu.

Paid for Keyword and Advertising. We plan to market our products by purchasing advertising on gaming blogs and websites and through aggregation networks such as Fiksu. We plan to use this marketing method if a game is either being promoted through other methods or if the game is already well known and has brand awareness. We plan to use keyword advertising on Google to drive traffic to a game’s landing page on Facebook Fan Page or YouTube Video.

Employees and Consultants

We have 2 employees who are also our officers and director. Our chief executive officer, president and sole director, David Lovatt oversees our day to day operations and product development. Our secretary and treasurer Elliot Polatoff, oversees our financial matters.

On October 15, 2013, we entered into an agreement with Yaakov Fulda to provide us with up to 20 hours of consulting services for a period of six months. Mr. Fulda's services consist on advising us about business sales, marketing, finance and mergers and acquisitions. We agreed to pay Mr. Fulda 1,000,000 shares of our common stock and $50,000 for his services. The agreement may be terminated by either party with 15 days’ notice.

None of our employees are employed under a collective bargaining agreement. We believe we have an excellent relationship with our employees and independent contractors.

We intend to hire additional employees and independent contractors on an as needed basis.

Insurance

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a legal action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

Location

Our offices are located at 305 Forest Ave, Woodmere, NY, 11598. We lease our offices at this location from our shareholder and consultant, Yaakov Fulda on a verbal month to month basis. We occupy approximately 500 square feet at this location in exchange for $500 per month. To date, we have not paid rents and all amounts have accrued.

Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in any jurisdiction which we would conduct activities in the future. As of now there are no required government approvals present that we need approval from or any existing government regulation on our business.

Patents and Trademarks

We currently have not obtained any copyrights, patents or trademarks. We do not anticipate filing any copyright or trademark applications related to any assets over the next 12 months.

Competitive Business Conditions

The mobile game market is highly competitive and rapidly changing. Our ability to compete depends upon many factors within and outside our control, including the timely development and introduction of our mobile game and its enhancements, its functionality, performance, reliability, customer service and support and marketing efforts. Due to the relatively low barriers to entry in the mobile game market, we expect additional competition from other emerging companies. Many of the Company’s existing and potential competitors are substantially larger than us and have significantly greater financial, technical and marketing resources. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements, or to devote greater resources to the development and promotion of their mobile games. There can be no assurance that we will be able to compete successfully against current or future competitors or that competitive pressure will not have a material adverse effect on our business, operating results and financial condition.

Government Approvals

We are not required to obtain governmental approval of our products.

Legal Proceedings

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

Sources and Availability of Raw Materials

We do not use raw materials in our business.

Backlog of Orders

We have no backlog of orders.

Seasonal Aspect of our Business

None of our products are affected by seasonal factors.

Status of any Publicly Announced New Product or Service

We do not have any publicly announced new product or service.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

You should read the following discussion of our financial condition and results of operations in conjunction with financial statements and notes thereto included elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors”.

This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and similar expressions, or words that, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Our financial statements are stated in United States Dollars (USD or US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the common shares in our capital stock.

Overview

We are a development-stage company, incorporated in the State of Florida on October 4, 2013, to engage in the development and distribution of mobile games. We have generated only minimal revenues from business operations from a related party. Our independent registered public accounting firm has issued a going concern opinion. This means there is substantial doubt that we can continue as an on-going business unless we obtain additional capital to pay our ongoing operational costs. Accordingly, we must locate sources of capital to pay our operational costs.

Results of Operations

From inception (October 4, 2013) through October 31, 2013, our business operations have primarily been focused on developing our business plan and developing our first product, Pocket Football which is not yet complete. We generated $5,000 for the development of a mobile game for a related party. We expect to receive additional payments of $53,500 as we meet milestones as set forth below. We expect to complete these milestones before January 1, 2014.

Milestone	Amount Paid Upon Milestone
Organize Publisher Team and Develop Software	$	13,500
Testing of first version of completed iOS Game	$	10,000
Correct Bugs and Game Interference Issues	$	5,000
Consumer Release IPAD game version	$	15,000
Consumer Release Android Tablet Launch	$	15,000
Total	$	58,500

From inception on October 4, 2013, through October 31, 2013, we incurred expenses of approximately $51,916 on costs and expenses including our cost of revenues, legal, accounting and SEC filing costs. All cash held by us is the result of the sale of common stock to our two officers, and 15 accredited, non-affiliated investors.

As of December 10, 2013, we had cash on hand of $28,949 which is sufficient to pay for our operating costs for one month. If we are unable to generate sufficient revenues or raise additional monies to fund our operations we will be unable to complete development of our products and may be forced to cease operations.

We have generated minimal revenues from our operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies. (See “Risk Factors”). To become profitable and competitive, we must develop the business plan and execute the plan. Our management will attempt to secure financing through various means including borrowing and investment from institutions and private individuals.

Since inception, the majority of our time has been spent on organizational matters and development of our first mobile game product, Pocket Football.

Our results of operations are summarized below:

	October 4, 2013 (Inception)
	To October 31, 2013
Revenue	$	5,000
Expenses	$	51,916
Net Loss	$	46,916
Net Loss per Share - Basic and Diluted		(0.01	)
Weighted Average Number Shares Outstanding - Basic and Diluted		5,748,148

Liquidity and Capital Resources

As of the date of this prospectus, we had only generated revenues of $5,000 from our business operations. Since our inception we raised $81,000 from the sale of our 2,975,000 common shares to 13 investors for cash consideration.

Our current cash on hand as of December 10, 2013 was $28,949, which will be used to meet our current costs of $20,000 for one month. Our operating costs will increase by approximately $2,000 per month when this registration statement is declared effective because of the costs of SEC reporting.

Through October 31, 2013, we incurred $51,916 on general and administrative operating expenses. We raised the cash amounts of $81,000 from the sale of common stock to 13 investors. As of October 31, 2013, we had accrued current liabilities of $42,929.

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

If we are unable to raise the funds it will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to keep costs from being more than these estimated amounts or that we will be able to raise such funds. We expect that we will seek additional financing in the future. However, we may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to cease operations. If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

SIGNIFICANT ACCOUNTING POLICIES

We report revenues and expenses using the accrual method of accounting for financial and tax reporting purposes.

Use of estimates - Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Software development costs - Costs incurred in connection with the development of software products are accounted for in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market but may be expensed if the Company is in the development stage. Amortization of capitalized software development costs begins upon initial product shipment. Capitalized software development costs are amortized over the estimated life of the related product (generally thirty-six months), using the straight-line method. The Company evaluates its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of software assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such software assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the software asset. During the period from October 4, 2013 (inception) to October 31, 2013 , the Company did not capitalize any software development costs.

Revenue recognition – The Company will recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company intends on generating revenue from three sources; sale of game applications, sale of advertising provided with games, and outsourced application development services.

Revenue through October 31, 2013 includes only outsourced application development services recognized in accordance with ASC 605-28 "Milestone Method". The Company may bill for these services prior to attainment of the performance milestones. Receipts in excess of revenue earned as of the balance sheet date are included in deferred revenue.

Stock-based compensation - The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Accounting Standards Codification Topic 820, “Disclosures About Fair Value of Financial Instruments,” requires us to disclose, when reasonably attainable, the fair market values of its assets and liabilities, which are deemed to be financial instruments. Our financial instruments consist primarily of cash.

PER SHARE INFORMATION

We compute net loss per share accordance with FASB ASC 205 “Earnings per Share”. FASB ASC 205 requires presentation of both basic and diluted earnings per share (EPS) on the face of the statement of operations.

Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

STOCK OPTION GRANTS

We have not granted any stock options to our officers and directors since our inception. Upon the further development of our business, we will likely grant options to directors and officers consistent with industry standards for nutritional and dietary supplement companies.

PROPERTIES

We lease an aggregate of 500 square feet of office and warehouse space at 305 Forest Ave, Woodmere, NY 11598 for $500 on a month to month basis from our consultant and shareholder, Yaakov Fulda. To date, we have accrued these amounts. We believe our facilities are suitable for our present needs.

We do not currently rent any property. We do not intend to renovate, improve, or develop properties. We are not subject to competitive conditions for property and currently have no property to insure. We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages. Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 22, 2013, we entered into an agreement with a related party, DNA Interactive Games Limited. Our Chief Executive Officer, David Lovatt is a director of DNA Interactive. During the period ended October 31, 2013, we recognized $5,000 of revenue related to this contract.

On October 4, 2013, we sold 2,500,000 shares of our common stock to our chief executive officer and director, David Lovatt for the price of $.0001 per share or an aggregate of $250. On December 9, 2013 we sold 1,000,000 shares of common stock to David Lovatt at the price of $.05 per share or an aggregate of $50,000. This amount was paid by reducing salary due to him over a six month period.

On October 4, 2013, we sold 2,500,000 shares of our common stock to our secretary and treasurer, Elliot Polatoff for the price of $.0001 per share or an aggregate of $250.

We occupy office space owned by a shareholder and consultant pursuant to a verbal agreement. No rent has been paid and rent accrues at the rate of $500 per month.

David Lovatt, our chief executive officer, president and director controls DNA Interactive Games, Inc. which is our only customer and source of the $5,000 of revenues we have generated to date.

Corporate Governance and Director Independence

Our Board of Directors has not established Audit, Compensation, and Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. Our Sole Director has determined that he is not “independent” under the definition set forth in the listing standards of the NASDAQ Stock Market, Inc., which is the definition that the Board has chosen to use for the purposes of the determining independence, as the OTC Bulletin Board does not provide such a definition. Therefore, our sole director is not independent.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resales. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

Penny Stock Considerations

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

In addition, under the penny stock regulations, the broker-dealer is required to:

·
Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;

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· Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;

· Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and

· Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

OTC Bulletin Board Qualification for Quotation

To have our shares of common stock on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We have engaged in preliminary discussions with a FINRA Market Maker to file our application on Form 211 with FINRA, but as of the date of this Prospectus, no filing has been made. Based upon our counsel's prior experience, we anticipate that after this registration statement is declared effective, it will take approximately 2 - 8 weeks for FINRA to issue a trading symbol and allow sales of our common stock under Rule 144.

Sales of our common stock under Rule 144.

We presently have 10,175,000 common shares outstanding. Of these shares 4,175,000 common shares are held by non-affiliates and 6,000,000 common shares are held by affiliates, which Rule 144 of the Securities Act of 1933 defines as restricted securities. None of our outstanding shares are eligible for resale under Rule 144.

We are registering 3,675,000 common shares held by non-affiliates. We are not registering shares held by affiliates. The remaining non-affiliate shares as well as all of the remaining affiliates’ shares will still be subject to the resale restrictions of Rule 144. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

Holders

As of the date of this registration statement, we had 17 shareholders of record of our common stock.

Dividends

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the board of directors deems relevant.

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Reports to Shareholders

As a result of this offering and assuming the registration statement is declared effective before October 31, 2014, as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission through October 31, 2014, including a Form 10-K for the year ended October 31, 2014, assuming this registration statement is declared effective before that date. At or prior to October 31, 2014, we intend voluntarily to file a registration statement on Form 8-A which will subject us to all of the reporting requirements of the 1934 Act. This will require us to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. We are not required under Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have more than 500 shareholders and total assets of more than $10 million on October 31, 2014. If we do not file a registration statement on Form 8-A at or prior to October 31, 2014, we will continue as a voluntary reporting company and will not be subject to the proxy statement or other information requirements of the 1934 Act, our securities can no longer be quoted on the OTC Bulletin Board, and our officers, directors and 10% stockholders will not be required to submit reports to the SEC on their stock ownership and stock trading activity. We will deliver an annual report to our security holders that will include audited financial statements regardless of whether we are obligated to do so.

Where You Can Find Additional Information

We have filed with the Securities and Exchange Commission a registration statement on Form S-1. For further information about us and the shares of common stock to be sold in the offering, please refer to the registration statement and the exhibits and schedules thereto. The registration statement and exhibits and any materials we file with the Commission may be read and copied, at the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission and state the address of that site ( http://www.sec.gov ). Our registration statement and other information we file with the SEC is available at the web site maintained by the SEC at http://www.sec.gov .

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our Principal Executive Officer, our two most highly compensated executive officers who occupied such position at the end of our latest fiscal year and up to two additional executive officers who would have been included in the table below except for the fact that they were not executive officers at the end of our latest fiscal year, by us, or by any third party where the purpose of a transaction was to furnish compensation, for all services rendered in all capacities to us for the years ended October 31, 2012 and 2013.

Name Position Year Salary Bonus Stock
Awards Option Non-equity
incentive plan
compensation Non-
qualified
deferred
compens
ation All other
Compensation Total

David Lovatt Chief Executive Officer, Sole Director 2013 $ 10,000 ⁽¹⁾ 0 0 0 0 0 0 0

Elliot Polatoff Treasurer, Secretary 2013 $ 10,000 ⁽¹⁾ 0 0 0 0 0 0 0

(1) On October 4, 2013, we sold 2,500,000 shares of our common stock to David Lovatt in exchange for $250 or $.0001 per share. On December 9, 2013 we issued 1,000,000 shares to David Lovatt in exchange for $50,000 or $.05 per share.

(2) On October 4, 2013, we sold 2,500,000 shares of our common stock to Elliot Polatoff in exchange for $250 or $.0001 per share.

36

Summary Equity Awards Table

The following table sets forth certain information for our executive officers concerning unexercised options, stock that has not vested, and equity incentive plan awards as of October 31, 2013.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END OCTOBER 31, 2013

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) Option
Exercise
Price
($) Option
Expiration
Date Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#) Market
Value
of
Shares
or Units
of Stock
That
Have
Not
Vested
($) Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#) Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)

David Lovatt 0 0 0 0 0 0 0 0 0

Elliot Polatoff 0 0 0 0 0 0 0 0 0

Directors Compensation

David Lovatt is our sole director. Our directors are not compensated for their service as directors.

Narrative disclosure to summary compensation and option tables

On October 4, 2013, entered into an agreement with David Lovatt, our Chief Executive Officer and Sole Director to provide services to us. The agreement has a term of three years and requires us to pay $10,000 monthly to Mr. Lovatt for his services.

On October 4, 2013, entered into an agreement with Elliot Polatoff, our treasurer and secretary to provide services to us. The agreement has a term of three years and requires us to pay $10,000 monthly to Mr. Polatoff for his services.

Our board of directors determines the compensation paid to our executive officers based upon the years of service to us, whether services are provided on a full time basis and the experience and level of skill required.

We may award our officers and directors shares of common stock as non-cash compensation as determined by the board of directors from time to time. The board will base its decision to grant common stock as compensation on the level of skill required to perform the services rendered and time committed to providing services to us.

At no time during the last fiscal year with respect to any person listed in the Table above was there:

· any outstanding option or other equity-based award re-priced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined);

37

· any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;

· any option or equity grant;

· any non-equity incentive plan award made to a named executive officer;

· any nonqualified deferred compensation plans including nonqualified defined contribution plans; or

· any payment for any item to be included under All Other Compensation (column (i)) in the Summary Compensation Table.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

38

POCKET GAMES, INC.

(A Development Stage Company)

Period from October 4, 2013 (Inception) to October 31, 2013

39

POCKET GAMES, INC.

(A Development Stage Company)

Contents

Period October 4, 2013 (Inception) to October 31, 2013 Pages

Financial Statements

Report of Independent Registered Public Accounting Firm 42

Balance Sheet 43

Statement of Operations 44

Statement of Changes in Stockholders’ Equity 45

Statement of Cash Flows 46

Notes to Financial Statements 47 - 51

40

Financial Statements

41

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of:

Pocket Games, Inc.

We have audited the accompanying balance sheet of Pocket Games, Inc. (a development stage company) as of October 31, 2013 and the related statements of operations, changes in stockholders’ equity, and cash flows for the period from October 4, 2013 (inception) to October 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsib i lity is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pocket Games, Inc. as of October 31, 2013 and the results of its operations and its cash flows, for the period from October 4, 2013 (inception) to October 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a net loss and net cash used in operations of $46,916 and $8,542, respectively, for the period from October 4, 2013 (inception) to October 31, 2013 and a working capital deficit and deficit accumulated during development stage of $19,471 and $46,916, respectively, at October 31, 2013 and is in development stage with minimal revenues, all of which are from a related party. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans as to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

Boca Raton, Florida

December 18, 2013

2295 NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328

Phone: (561) 995-8270 • Toll Free: (866) CPA-8500 • Fax: (561) 995-1920

www.salbergco.com • info@salbergco.com

Member National Association of Certified Valuation Analysts • Registered with the PCAOB

Member CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

42

POCKET GAMES, INC.

(A Development Stage Company)

Balance Sheet

October 31, 2013

Assets

Current Assets:

Cash $ 21,458

Prepaid expenses 2,000

Total Current Assets 23,458

Deferred costs 53,055

Total Assets $ 76,513

Liabilities and Stockholders' Deficit

Current Liabilities:

Accounts payable $ 13,389

Accrued expenses payable to related parties 1,540

Accrued salaries 19,500

Deferred revenue 8,500

Total Current Liabilities 42,929

Commitments and Contingencies (Note 7)

Stockholders' Equity:

Preferred stock, $0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding at October 31, 2013 -

Common stock, $0.0001 par value; 499,000,000 shares authorized, 6,600,000 shares issued and outstanding at October 31, 2013 660

Additional paid-in capital 79,840

Deficit accumulated during the development stage (46,916 )

Total Stockholders' Equity 33,584

Total Liabilities and Stockholders' Equity $ 76,513

See accompanying notes to the financial statements.

43

POCKET GAMES, INC.

(A Development Stage Company)

Statement of Operations

Period October 4, 2013 (Inception) to October 31, 2013

Revenue:

Application development services - related party $ 5,000

Costs and Expenses:

Cost of revenues 4,942

General and administrative 46,974

Total Costs and Expenses 51,916

Loss Before Provision for Income Taxes (46,916 )

Provision for Income Taxes -

Net Loss $ (46,916 )

Weighted Average Number of Common Shares Outstanding:

Basic and Diluted 5,748,148

Net Loss Per Common Share:

Basic and Diluted $ (0.01 )

See accompanying notes to the financial statements.

44

POCKET GAMES, INC.

(A Development Stage Company)

Statement of Changes in Stockholders' Equity

Period October 4, 2013 (Inception) to October 31, 2013

Deficit

Accumulated

During the Total

Preferred Stock Common Stock Additional Development Stockholders'

Shares Amount Shares Amount Paid-in Capital Stage Equity

Balance at inception, October 4, 2013 - $ - - $ - $ - $ - $ -

Stock issued to founders - - 5,000,000 500 - - 500

Stock issued for services - - 1,000,000 100 49,900 - 50,000

Issuance of common stock for cash - - 600,000 60 29,940 - 30,000

Net Loss - - - - - (46,916 ) (46,916 )

Balance, October 31, 2013 - $ - 6,600,000 $ 660 $ 79,840 $ (46,916 ) $ 33,584

See accompanying notes to the financial statements.

45

POCKET GAMES, INC.

(A Development Stage Company)

Statement of Cash Flows

Period October 4, 2013 (Inception) to October 31, 2013

Cash Flows from Operating Activities:

Net loss $ (46,916 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock issued for services 4,167

Increase in operating assets:

Prepaid expenses (2,000 )

Increase in operating liabilities:

Accounts payable 6,167

Accrued expenses payable to related parties 1,540

Accrued salaries 20,000

Deferred revenue 8,500

Total adjustments 38,374

Net Cash Used in Operating Activities (8,542 )

Cash Flows from Financing Activities:

Proceeds from sale of common stock 30,000

Net Cash Provided by Financing Activities 30,000

Net Increase in Cash 21,458

Cash, beginning of period -

Cash, end of period $ 21,458

Cash Paid for:

Interest -

Income taxes -

Non-cash Investing and Financing Activities:

Stock issued to officers paid by reducing accrued salaries $ 500

Stock issued to consultant and recorded as deferred cost 50,000

$ 50,500

See accompanying notes to the financial statements.

46

POCKET GAMES, INC.

(A Development Stage Company)

Notes to Financial Statements

Period from October 4, 2013 (Inception) to October 31, 2013

1. Nature of Operations

Pocket Games, Inc. (the "Company") was incorporated on October 4, 2013 under the laws of the State of Florida and established a fiscal year end of October 31. The Company is engaged in the development, marketing and sale of interactive games for mobile devices, tablets and computers. The Company has limited customers, products and revenues to date, and follows the accounting guidelines for accounting for and reporting in Development Stage Enterprises in preparing its financial statements.

2. Basis of Presentation and Going Concern

The Company is presented as a development stage company. Activities during the development stage include development of a strategic business plan, and a senior management team, product development and fund raising activities.

As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $46,916 and $8,542, respectively, for the period from October 4, 2013 (inception) to October 31, 2013 and a working capital deficit and deficit accumulated during development stage of $19,471 and $46,916, respectively, at October 31, 2013 and is in development stage with minimal revenues, all of which are from a related party.   The Company's business plan, and its ability to continue as a going concern, is dependent upon its ability to obtain sufficient capital to fund its development activity and to ultimately transition from product development to production and marketing its products.

Management plans to raise equity capital to finance the operating and capital requirements of the Company. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

3. Significant Accounting Policies and Recent Accounting Pronouncements

Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Significant estimates in the financial statements include the valuation of deferred tax assets and valuation of stock-based compensation and fees.

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. There were no cash equivalents at October 31, 2013.

47

POCKET GAMES, INC.

(A Development Stage Company)

Notes to Financial Statements

Period from October 4, 2013 (Inception) to October 31, 2013

Accounts receivable and allowance for doubtful accounts - Accounts receivables 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.

Software development costs - Costs incurred in connection with the development of software products are accounted for in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market but may be expensed if the Company is in the development stage. Amortization of capitalized software development costs begins upon initial product shipment. Capitalized software development costs are amortized over the estimated life of the related product (generally thirty-six months), using the straight-line method. The Company evaluates its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of software assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such software assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the software asset. During the period from October 4, 2013 (inception) to October 31, 2013, the Company did not capitalize any software development costs.

Revenue recognition – The Company will recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured.  The Company intends on generating revenue from three sources; sale of game applications, sale of advertising provided with games, and outsourced application development services.

Revenue through October 31, 2013 includes only outsourced application development services recognized in accordance with ASC 605-28 "Milestone Method". The application development revenue totaling $58,500, will be earned upon attainment of five stipulated milestones over a four month period. The Company may bill for these services prior to attainment of the performance milestones. Revenues recognized under this arrangement from October 4, 2013 (inception) to October 31, 2013 were $5,000. Receipts in excess of revenue earned as of the balance sheet date are included in deferred revenue.

Stock-based compensation - The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50.

Research and development - Expenditures for research and product development costs are expensed as incurred.

Income taxes – Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

48

POCKET GAMES, INC.

(A Development Stage Company)

Notes to Financial Statements

Period from October 4, 2013 (Inception) to October 31, 2013

The Company follows the provisions of FASB ASC 740-10 “ Uncertainty in Income Taxes ” (ASC 740-10). Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a "more-likely-than-not" threshold. As of October 31, 2013, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.

Earnings per share - Basic and diluted earnings per share are computed based on the weighted-average common shares and common share equivalents outstanding during the period. At October 31, 2013, there were no outstanding common share equivalents.

Concentrations -

Concentration of credit risk - The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through October 31, 2013. There were no balances in excess of FDIC insured levels as of October 31, 2013.

Concentration of revenue - All the revenue included in the accompanying financial statements is from one line of business, outsourced application development services, from a single related party customer, based in the United Kingdom. (See Note 6).

Fair value measurements and fair value of financial instruments - The Company adopted ASC Topic 820, Fair Value Measurements. ASC Topic 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

* Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

* Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

* Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheet for cash, accounts payable, and amounts due to related party approximate their fair market value based on the short-term maturity of these instruments. The Company did not identify any assets or liabilities that are required to be presented on the balance sheet at fair value in accordance with ASC Topic 820.

Recent Accounting Pronouncements - The Company has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

49

POCKET GAMES, INC.

(A Development Stage Company)

Notes to Financial Statements

Period from October 4, 2013 (Inception) to October 31, 2013

4. Capitalization

Authorized shares - The Company is authorized to issue 499,000,000 shares of its $0.0001 par value common stock. As of October 31, 2013, 6,600,000 shares were issued and outstanding. The Company is also authorized to issue 1,000,000 shares of its preferred stock. As of October 31, 2013, there were no preferred shares issued or outstanding.

Share issuances - On October 4, 2013, the Company issued 5,000,000 shares of common stock to the directors of the Company for $500. The $500 was paid by reducing accrued salaries due to these officers.

During October 2013, the Company agreed to issue 600,000 shares of common stock for $30,000 received, or $0.05 per share.

On October 15, 2013, the Company agreed to issue 1,000,000 shares of common stock to a consultant for services to be provided pursuant to a six month agreement. These shares are valued at the recent cash sales price of $0.05 per shares for a total value of $50,000. The $50,000 value was recorded as deferred costs and is being recognized as consulting expense pro rata over the six month term. (see Note 7)

As of the date of this report, none of the certificates for any share sales or grants have been physically issued.

5. Income Taxes

The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets consist of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the Company's history of losses.

The income tax provision from October 4, 2013 (inception) through October 31, 2013 is as follows:

Current Tax Provision:

Taxable income $ -

Total current tax provision $ -

Deferred Tax Provision:

Loss carryforward $ 31,500

Less valuation allowance (31,500 )

Total deferred tax provision $ -

The Company's approximate net deferred tax assets as of October 31, 2013 are as follows:

Deferred Tax Assets:

Net operating loss carryforward $ 31,500

Valuation Allowance (31,500 )

Net Deferred Tax Asset $ -

The Company provided a valuation allowance equal to the deferred income tax assets for the period ended October 31, 2013 because it was not known whether future taxable income will be sufficient to utilize the loss carry forwards. The potential tax benefits arising from these loss carryforwards will expire in 2033.

50

POCKET GAMES, INC.

(A Development Stage Company)

Notes to Financial Statements

Period from October 4, 2013 (Inception) to October 31, 2013

Additionally, the future utilization of the NOL carryforwards to offset future taxable income may be subject to an annual limitation as a result of ownership changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforwards that expire prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance.



The Company has identified its federal income tax return as its major tax jurisdictions. The fiscal 2013 year is still open for examination.

6. Related Party Transactions

The Company entered into a contract, whereby the Company will develop and deliver, on a milestone schedule, a game application, to an entity related to an officer of the Company. The officer is a director on the customer's Board. During the period ended October 31, 2013, the Company recognized $5,000 of revenue related to this contract.

The Company is leasing office space from a shareholder and consultant. There is no formal agreement and no rent has been paid. The related accrued rent of $500 and another $1,040 of reimbursable expenses due to an officer as of October 31, 2013 are included in the "accrued expenses payable to related parties" in the accompanying financial statements.

7. Commitments and Contingencies

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.

Consulting Contract – On October 15, 2013, the Company entered into a six month consulting agreement. The agreement requires compensation of $50,000 and immediate issuance of 1,000,000 common shares to the consultant and may be terminated by either party with 15 days’ notice. None of the compensation was paid as of October 31, 2013, however, the Company accrued $4,167 of the cash due and recorded the shares due as deferred consulting (since they should have been issued and vested at the agreement date) of $50,000 to be recognized over the six month term. (see Note 4).

Vendor Agreement - The Company entered into an oral agreement to pay an approximate $42,000 cash fee to a third party application development firm services to be performed based on a stipulated milestone schedule. As of October 31, 2013 approximately $4,900 has been paid and expensed.

8. Subsequent event

In November 2013, the Company issued 2,600,000 shares of common stock for $53,500 with 1,500,000 of those shares sold at $0.004 per share, 800,000 shares at $0.05 per share and 300,000 shares at $.025 per share. A subscription receivable of $17,500 relates to 925,000 of these shares as of December 17, 2013.

In December 2013, the Company issued 800,000 shares of common stock for $20,000 at a price of $0.025 per share.

In December 2013, the Company issued 1,000,000 shares of common stock for $50,000 at $0.05 per share to an officer of the Company. This amount may be paid by reducing accrued salaries due to an officer over six months or paid immediately.

On December 12, 2013, the Company issued 200,000 vested common shares for legal services valued at $10,000 or $.05 per share based upon recent shares sold for cash consideration.

51

PROSPECTUS – SUBJECT TO COMPLETION DATED DECEMBER ___, 2013

POCKET GAMES, INC.

Selling shareholders are offering up to 3,675,000 shares of common stock. The selling shareholders will offer their shares at $.25 per share until our shares are quoted on the OTC Bulletin Board or Pink Sheet Exchange and thereafter at prevailing market prices or privately negotiated prices.

Our common stock is not now listed on any national securities exchange, the NASDAQ stock market or the OTC Bulletin Board.

Dealer Prospectus Delivery Obligation

Until _________ (90 days from the date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

52

Part II-INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF OFFICERS AND DIRECTORS

Pursuant to Section 607.0850 of the Florida Revised Statutes, we have the power to indemnify any person made a party to any lawsuit by reason of being a director or officer of the Registrant, or serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Our Bylaws provide that the Registrant shall indemnify its directors and officers to the fullest extent permitted by Florida law.

With regard to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the common shares being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table is an itemization of all expenses, without consideration to future contingencies, incurred or expected to be incurred by our Corporation in connection with the issuance and distribution of the common shares being offered by this Prospectus. Items marked with an asterisk (*) represent estimated expenses. We have agreed to pay all the costs and expenses of this offering. Selling security holders will pay no offering expenses.

Item Amount

SEC Registration Fee $ 118.34

Legal Fees and Expenses* $ 40,000

Accounting Fees and Expenses* $ 12,500

Miscellaneous* $ 5,000

Total* $ 57,618.34

*Estimated Figure

RECENT SALES OF UNREGISTERED SECURITIES

In the two years prior to this Offering, we offered and sold securities below. None of the issuances involved underwriters, underwriting discounts or commissions. We relied upon Sections 4(2) of the Securities Act, and Rule 506 of the Securities Act of 1933, as amended for the offer and sale of the securities.

We believed these exemptions were available because:

· We are not a blank check company;

· We filed a Form D, Notice of Sales, with the SEC;

· Sales were not made by general solicitation or advertising;

· All certificates had restrictive legends;

· Sales were made to persons with a pre-existing relationship to our chief executive officer and sole director, David Lovatt; and

· Sales were made to investors who represented that they were accredited investors.

In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

· Access to all our books and records.

· Access to all material contracts and documents relating to our operations.

· The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access. Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business.

53

Common Stock Offering For Cash Consideration

On October 4, 2013, we sold 2,500,000 shares of our common stock to our chief executive officer and director, David Lovatt for the price of $.0001 per share or an aggregate of $250. On December 9, 2013 we sold 1,000,000 shares to David Lovatt for $.05 a share or an aggregate of $50,000.

On October 4, 2013, we sold 2,500,000 shares of our common stock to our treasurer and secretary, Elliot Polatoff for the price of $.0001 per share or an aggregate of $250.

On December 5, 2013, we sold 400,000 shares of our common stock to Jason Klor for the price of $.025 per share or an aggregate of $10,000.

On November 11, 2013, we sold 50,000 shares of our common stock to Evan Pockriss for the price of $.05 per share or an aggregate of $2,500.

On October 28, 2013, we sold 100,000 shares of our common stock to Shoshana Rumstein for the price of $.05 per share or an aggregate of $5,000.

On October 24, 2013, we sold 300,000 shares of our common stock to Mordecia Lent for the price of $.05 per share or an aggregate of $15,000.

On October 24, 2013, we sold 200,000 shares of our common stock to Adam Isaac Yanofsky for the price of $.05 per share or an aggregate of $10,000.

On November 7, 2013, we sold 150,000 shares of our common stock to Benjamin Pollack for the price of $.05 per share or an aggregate of $7,500.

On November 21, 2013, we sold 100,000 shares of our common stock to Deborah Katz for the price of $.025 per share or an aggregate of $2,500.

On November 21, 2013, we sold 100,000 shares of our common stock to Shlomo Katz for the price of $.025 per share or an aggregate of $2,500.

On November 15, 2013, we sold 100,000 shares of our common stock to Mordechai Goldfelder for the price of $.025 per share or an aggregate of $2,500.

On November 6, 2013, we sold 500,000 shares of our common stock to Steve Mellner for the price of $.004 per share or an aggregate of $2,000.

On November 4, 2013, we sold 375,000 shares of our common stock to Michael Zylberberg for the price of $.004 per share or an aggregate of $1,500.

On November 25, 2013, we sold 200,000 shares of our common stock to Elisha Aryeh for the price of $.05 per share or an aggregate of $10,000.

On December 5, 2013, we sold 400,000 shares of our common stock to Michael Fulda for the price of $.025 per share or an aggregate of $10,000.

54

Shares for Services

On October 15, 2013, we issued 1,000,000 shares of our common stock to Yaakov Fulda for services rendered. We valued these shares at $.05 per share or an aggregate of $50,000.

On December 12, 2013, we issued 200,000 shares of our common stock to Hamilton & Associates Law Group, P.A. a Florida corporation controlled by Brenda Hamilton for legal services rendered to us. We valued these shares at $.05 per share or an aggregate of $10,000.

EXHIBITS

Exhibit 3 1 Articles of Incorporation

2 Bylaws

Exhibit 4 1 Form of Subscription Agreement

Exhibit 5 1 Legal Opinion of Hamilton & Associates Law Group, P.A.

Exhibit 10 1 Agreement between David Lovatt and Pocket Games, Inc.

2 Agreement between Elliot Polatoff and Pocket Games, Inc.

3 Agreement between Yaakov Fulda and Pocket Games, Inc.

Exhibit 23 1 Consent of Salberg & Company. P.A.

2 Consent of Hamilton & Associates Law Group, P.A. (included in Exhibit 5.1)



55

UNDERTAKINGS

The undersigned registrant hereby undertakes

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any Prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii.
To reflect in the Prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 419(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.
Any Preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 419;

ii.
Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

iii.
The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

5. That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: Each Prospectus filed pursuant to Rule 419(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

56

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of the corporation in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such case.

57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Coconut Creek, Florida on December 18, 2013.

Pocket Games, Inc.

By: /s/ David Lovatt

David Lovatt

Chief Executive Officer and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:

NAME TITLE DATE

/s/ David Lovatt President, Chief Executive Officer, December 18, 2013

David Lovatt Chief Financial Officer, Director

58

Electronic Articles of Incorporation

For

POCKET GAMES, INC.

The undersigned incorporator, for the purpose of forming a Florida profit corporation, hereby adopts the following Articles of Incorporation:

Article I

The name of the corporation is:

POCKET GAMES, INC.

Article II

The principal place of business address:

244 FIFTH AVENUE

SUITE 1751

NEW YORK, NY. US 10001

The mailing address of the corporation is:

101 PLAZA REAL SOUTH

SUITE202N

BOCA RATON, FL. US 33432

Article III

The purpose for which this corporation is organized is:

ANY AND ALL LAWFUL BUSINESS.

Article IV

The number of shares the corporation is authorized to issue is:

499,000,000 COMMON; 1,000,000 PREFERRED

Article V

The name and Florida street address of the registered agent is:

BRENDA HAMILTON

101 PLAZA REAL SOUTH

202N

BOCA RATON, FL. 33432

I certify that I am familiar with and accept the responsibilities of registered agent.

Registered Agent Signature: BRENDA HAMILTON

Article VI

The name and address of the incorporator is:

DAVID LOVATT

244 FIFTH AVENUE

SUITE 1751

NEW YORK, NY 10001

Electronic Signature of Incorporator: DAVID LOVATT

I am the incorporator submitting these Articles of Incorporation and affirm that the facts stated herein are true. I am aware that false information submitted in a document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S. I understand the requirement to file an annual report between January 1st and May 1st in the calendar year following formation of this corporation and every year thereafter to maintain "active" status.

Article VII

The initial officer(s) and/or director(s) of the corporation is/are:

Title: P,D

DAVID LOVATT

244 FIFTH AVENUE SUITE 1751

NEW YORK, NY. 10001 US

Title: S, T

ELLIOTT POLATOFF

636 MEEHAN AVENUE

FAR ROCKAWAY, NY. 11691 US

Bylaws

of

Pocket Games, Inc.

A Florida corporation

ARTICLE 1 -- SHAREHOLDERS

1.1  Annual Meeting. A meeting of shareholders shall be held each year at such time and on such date as determined by the Board of Directors.

1.2  Special Meeting. Special meetings of the shareholders, for any purpose or purposes, shall be held when directed by the board of directors.

1.3  Place of Meeting. The board of directors may designate any place, either within or without the state of Florida, as the place of meeting for any annual or special meeting of the shareholders.

1.4  Action Without a Meeting. Action required or permitted to be taken at any meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote if the action is taken by the holders of outstanding shares of each voting group entitled to vote on it having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote were present and voted. To be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving shareholders having the requisite number of votes of each voting group entitled to vote, and delivered to the corporation at its principal office in Florida or its principal place of business, or to the corporate Chief Executive or another officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. No written consent shall be effective to take corporate action unless, within 60 days of the date of the earliest dated consent delivered in the manner required by this section, written consents signed by the number of holders required to take action are delivered to the corporation.

Any written consent may be revoked before the date that the corporation receives the required number of consents to authorize the proposed action. No revocation is effective unless in writing and until received by the corporation at its principal office or its principal place of business, or received by the corporate Chief Executive or other officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded.

Within 10 days after obtaining authorization by written consent, notice must be given to those shareholders who have not consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action is one for which dissenters' rights are provided under the articles of incorporation or by law, the notice shall contain a clear statement of the right of dissenting shareholders to be paid the fair value of their shares on compliance with applicable law.

A consent signed as required by this section has the effect of a meeting vote and may be described as such in any document.

Whenever action is taken as provided in this section, the written consent of the shareholders consenting or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.



1.5  Notice of Meeting. Except as provided by Florida law, written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the date of the meeting, either personally or by first-class mail, by, or at the direction of, the president or the Chief Executive, or the officer or other persons calling the meeting, to each shareholder of record entitled to vote at the meeting. If the notice is mailed at least 30 days before the date of the meeting, it may be effected by a class of United States mail other than first-class. If mailed, the notice shall be effective when mailed, if mailed postage prepaid and correctly addressed to the shareholder's address shown in the current record of shareholders of the corporation.

When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the board of directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting.

1.6  Waiver of Notice of Meeting. Whenever any notice is required to be given to any shareholder, a waiver in writing signed by the person or persons entitled to such notice, whether signed before, during, or after the time of the meeting and delivered to the corporation for inclusion in the minutes or filing with the corporate records, shall be equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of (a) lack of or defective notice of the meeting, unless the person objects at the beginning of the meeting to the holding of the meeting or the transacting of any business at the meeting, or (b) lack of defective notice of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering the matter when it is presented.

1.7  Fixing of Record Date. In order that the corporation may determine the shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or to demand a special meeting, the board of directors may fix, in advance, a record date, not more than 70 days before the date of the meeting or any other action. A determination of shareholders of record entitled to notice of, or to vote at, a meeting of shareholders shall apply to any adjournment of the meeting unless the board fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

If no prior action is required by the board, the record date for determining shareholders entitled to take action without a meeting is the date the first signed written consent is delivered to the corporation under Section 1.4 of these bylaws.

1.8  Shareholders' List. After fixing a record date for a meeting of shareholders, the corporation shall prepare an alphabetical list of the names of all its shareholders entitled to notice of the meeting, arranged by voting group with the address of, and the number, class, and series, if any, of shares held by, each shareholder. The shareholders' list must be available for inspection by any shareholder for 10 days before the meeting or such shorter time as exists between the record date and the meeting and continuing through the meeting at the corporation's principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the corporation's transfer agent or registrar. Any shareholder of the corporation or the shareholder's agent or attorney is entitled on written demand to inspect the shareholders' list (subject to the requirements of Florida Law during regular business hours and at the shareholder's expense, during the period it is available for inspection.

The corporation shall make the shareholders' list available at the meeting of shareholders, and any shareholder or the shareholder's agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment.

1.9  Voting Per Share. Except as otherwise provided in the articles of incorporation or by Florida Law, each shareholder is entitled to one vote for each outstanding share held by him or her on each matter voted at a shareholders' meeting.

1.10  Voting of Shares. Shares standing in the name of another corporation, domestic or foreign, may be voted by the officer, agent, or proxy designated by the bylaws of the corporate shareholder or, in the absence of any applicable bylaw, by a person or persons designated by the board of directors of the corporate shareholder. In the absence of any such designation or, in case of conflicting designation by the corporate shareholder, the chair of the board, the president, any vice president, the Chief Executive, and the treasurer of the corporate shareholder, in that order, shall be presumed to be fully authorized to vote the shares.

Shares held by an administrator, executor, guardian, personal representative, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name or the name of his or her nominee.

Shares held by, or under the control of, a receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of creditors may be voted by such person without the transfer into his or her name.

If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two or more persons have the same fiduciary relationship respecting the same shares, unless the Chief Executive of the corporation is given notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, then acts with respect to voting shall have the following effect: (a) if only one of the persons votes, in person or by proxy, that act binds all; (b) if more than one votes, in person or by proxy, the act of the majority so voting binds all; (c) if more than one votes, in person or by proxy, but the vote is evenly split on any particular matter, each faction is entitled to vote the share or shares in question proportionally; or (d) if the instrument or order so filed shows that any such tenancy is held in unequal interest, a majority or a vote evenly split for purposes hereof shall be a majority or a vote evenly split in interest. The principles of this paragraph shall apply, as far as possible, to execution of proxies, waivers, consents, or objections and for the purpose of ascertaining the presence of a quorum.

1.11  Proxies. Any shareholder of the corporation, other person entitled to vote on behalf of a shareholder under Florida Law, or attorney-in-fact for such persons, may vote the shareholder's shares in person or by proxy. Any shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form, either personally or by an attorney-in-fact. An executed telegram or cablegram appearing to have been transmitted by such person, or a photographic, photostatic, or equivalent reproduction of an appointment form, shall be deemed a sufficient appointment form.

An appointment of a proxy is effective when received by the Chief Executive of the corporation or such other officer or agent authorized to tabulate votes, and shall be valid for up to 11 months, unless a longer period is expressly provided in the appointment form.

The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the Chief Executive or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

1.12  Quorum. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Except as otherwise provided in the articles of incorporation or by law, a majority of the shares entitled to vote on the matter by each voting group, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders.

Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

1.13  Effect of Action. If a quorum is present, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless a greater or lesser number of affirmative votes is required by the articles of incorporation or by law.

1.14  Voting for Directors. Directors will be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

1.15  Inspectors of Election. Before each shareholders' meeting, the board of directors or president shall appoint one or more inspectors of election. On appointment, each inspector shall take and sign an oath to faithfully execute the duties of inspector at the meeting with strict impartiality and to the best of his or her ability. Inspectors shall determine the number of shares outstanding, the number of shares present at the meeting, and whether a quorum is present. The inspectors shall receive votes and ballots and determine all challenges and questions as to the right to vote. The inspectors shall count and tabulate all votes and ballots and determine the result. Inspectors shall perform other duties as are proper to conduct elections of directors and votes on other matters with fairness to all shareholders. Inspectors shall make a certificate of the results of elections of directors and votes on other matters. No inspector shall be a candidate for election as a director of the corporation.



ARTICLE 2 -- BOARD OF DIRECTORS

2.1  General Powers. Except as provided in the articles of incorporation and by law, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors.

2.2  Number, Terms, Classification, and Qualification. The board of directors of the corporation shall consist of a minimum of one and a maximum of nine persons. The number of directors may at any time and from time to time be increased or decreased by action of either the shareholders or the board of directors, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. A director must be a natural person of at least 18 years of age, but need not be a citizen of the United States of America, a resident of Florida, or a shareholder of the corporation. Each director shall hold office until a successor has been elected and qualified or until an earlier resignation, removal from office, or death.

2.3  Regular Meetings. An annual regular meeting of the board of directors shall be held without notice immediately after, and at the same place as, the annual meeting of the shareholders and at such other time and place as may be determined by the board of directors. The board may, at any time and from time to time, provide by resolution the time and place, either within or without the state of Florida, for the holding of the annual regular meeting or additional regular meeting of the board without other notice than the resolution.

2.4  Special Meetings. Special meetings of the board of directors may be called by the chair of the board, the president, or any two directors.

The person or persons authorized to call special meetings of the board may designate any place, either within or without the state of Florida, as the place for holding any special meeting of the board called by them. If no designation is made, the place of the meeting shall be the principal office of the corporation in Florida.

Notice of any special meeting of the board may be given by any reasonable means, oral or written, and at any reasonable time before the meeting. The reasonableness of notice given in connection with any special meeting of the board shall be determined in light of all pertinent circumstances. It shall be presumed that notice of any special meeting given at least two days before the meeting either orally (by telephone or in person), or by written notice delivered personally or mailed to each director at his or her business or residence address, is reasonable. If mailed, the notice of any special meeting shall be deemed to be delivered on the second day after it is deposited in the United States mail, so addressed, with postage prepaid. If notice is given by telegram, it shall be deemed to be delivered when the telegram is delivered to the telegraph company. Neither the business to be transacted at, nor the purpose or purposes of, any special meeting need be specified in the notice or in any written waiver of notice of the meeting.

2.5  Waiver of Notice of Meeting. Notice of a meeting of the board of directors need not be given to any director who signs a written waiver of notice before, during, or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of the meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly on arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.



2.6  Quorum. Each director including the Chairman of the Board of Directors [if any] shall be entitled to one Board Vote. A majority vote of the number of directors fixed by, or in the manner provided in, these bylaws shall constitute a quorum for the transaction of business; provided, however, that whenever, for any reason, a vacancy occurs in the board of directors, a quorum shall consist of a majority of the remaining directors until the vacancy has been filled.

2.7  Effect of Action. The act of a majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the board of directors.

2.8  Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors or a committee of the board when corporate action is taken shall be presumed to have assented to the action taken, unless he or she objects at the beginning of the meeting, or promptly on arrival, to holding the meeting or transacting specific business at the meeting, or he or she votes against or abstains from the action taken.

2.9  Action Without a Meeting. Any action required or permitted to be taken at a meeting of the board of directors or a committee of it may be taken without a meeting if a consent in writing, stating the action so taken, is signed by all the directors. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date. A consent signed under this section shall have the effect of a meeting vote and may be described as such in any document.

2.10  Meetings by Means of Conference Telephone Call or Similar Electronic Equipment. Members of the board of directors may participate in a meeting of the board by means of a conference telephone call or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence of person at a meeting.

2.11  Resignation. Any director may resign at any time by giving written notice to the corporation, the board of directors, or its chair. The resignation of any director shall take effect when the notice is delivered unless the notice specifies a later effective date, in which event the board may fill the pending vacancy before the effective date if it provides that the successor does not take office until the effective date.

2.12  Removal. Any director, or the entire board of directors, may be removed at any time, with or without cause, by action of the shareholders. If a director was elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director. The notice of the meeting at which a vote is taken to remove a director must state that the purpose or one of the purposes of the meeting is the removal of the director or directors.

2.13  Vacancies. Any vacancy in the board of directors, including any vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the board of directors, or by the shareholders.

2.14  Compensation. Each director may be paid the expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as a director or a fixed sum for attendance at each meeting of the board of directors or both, as may from time to time be determined by action of the board of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation for those services.



ARTICLE 3 -- COMMITTEES OF THE BOARD OF DIRECTORS

The board of directors, by resolution adopted by a majority of the full board, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the board of directors, except as prohibited by Florida Law.

Each committee must have two or more members who serve at the pleasure of the board. The board of directors, by resolution adopted in accordance with this article, may designate one or more directors as alternate members of any committee, who may act in the place and stead of any absent member or members at any meeting of the committee.

ARTICLE 4 -- OFFICERS

4.1  Officers. The officers of the corporation shall be a chief executive officer, a president, a vice president, a Chief Executive, a treasurer, and any other officers and assistant officers as may be deemed necessary, and as shall be approved, by the board of directors. Any two or more offices may be held by the same person.

4.2  Appointment and Term of Office. The officers of the corporation shall be appointed annually by the board of directors at the first meeting of the board held after the shareholders' annual meeting. If the appointment of officers does not occur at this meeting, the appointment shall occur as soon thereafter as practicable. Each officer shall hold office until a successor has been duly appointed and qualified, or until an earlier resignation, removal from office, or death.

4.3  Resignation. Any officer of the corporation may resign from his or her respective office or position by delivering notice to the corporation. The resignation is effective when delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

4.4  Removal. Any officer of the corporation may be removed from his or her respective office or position at any time, with or without cause, by the board of directors.

4.5  President. The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, generally supervise and control all of the business and affairs of the corporation, and preside at all meetings of the shareholders, the board of directors, and all committees of the board of directors on which he or she may serve. In addition, the president shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors, and as are incident to the offices of president and chief executive officer.

4.6  Vice Presidents. Each vice president shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors.



4.7  Chief Executive. The Chief Executive shall keep the minutes of the proceedings of the shareholders and of the board of directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and the seal of the corporation; and keep a register of the post office address of each shareholder of the corporation. In addition, the Chief Executive shall possess, and may exercise, such power and authority, and shall perform the duties, as may from time to time be assigned to him or her by the board of directors and as are incident to the office of Chief Executive.

4.8  Treasurer. The treasurer shall have charge and custody of, and be responsible for, all funds and securities of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever; and deposit all such money in the name of the corporation in such banks, trust companies, or other depositaries as shall be used by the corporation. In addition, the treasurer shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors and as are incident to the office of treasurer.

4.9  Other Officers, Employees, and Agents. Each and every other officer, employee, and agent of the corporation shall possess, and may exercise, such power and authority, and shall perform such duties, as may from time to time be assigned to him or her by the board of directors, the officer appointing him or her, and the officer or officers who may from time to time be designated by the board to exercise supervisory authority.

4.10  Compensation. The compensation of the officers of the corporation shall be fixed from time to time by the board of directors.

ARTICLE 5 -- CERTIFICATES OF STOCK

5.1  Certificates for Shares. The board of directors shall determine whether shares of the corporation shall be uncertificated or certificated. If certificated shares are issued, certificates representing shares in the corporation shall be signed (either manually or by facsimile) by the president or vice president and the Chief Executive or an assistant Chief Executive and may be sealed with the seal of the corporation or a facsimile thereof. A certificate that has been signed by an officer or officers who later cease to hold such office shall be valid.

5.2  Transfer of Shares; Ownership of Shares. Transfers of shares of stock of the corporation shall be made only on the stock transfer books of the corporation, and only after the surrender to the corporation of the certificates representing such shares. Except as provided by Florida Law, the person in whose name shares stand on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, such shares on the part of any other person, whether or not it shall have express or other notice thereof.

5.3  Lost Certificates. The corporation shall issue a new stock certificate in the place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that the certificate has been lost, destroyed, or wrongfully taken; (b) requests the issuance of a new certificate before the corporation has notice that the lost, destroyed, or wrongfully taken certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) at the discretion of the board of directors, gives bond in such form and amount as the corporation may direct, to indemnify the corporation, the transfer agent, and the registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the corporation.

ARTICLE 6 -- ACTIONS WITH RESPECT TO SECURITIES

OF OTHER CORPORATIONS

Unless otherwise directed by the board of directors, the president or a designee of the president shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of shareholders of, or with respect to any action of shareholders of, any other corporation in which this corporation may hold securities and to otherwise exercise any and all rights and powers that the corporation may possess by reason of its ownership of securities in other corporations.

ARTICLE 7 – AMENDMENTS

These bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by action of the board of directors. The shareholders of the corporation may alter, amend, or repeal these bylaws or adopt new bylaws even though these bylaws also may be amended or repealed by the board of directors.

ARTICLE 8 -- CORPORATE SEAL

The board of directors shall provide for a corporate seal that shall be circular and shall have the name of the corporation, the year of its incorporation, and the state of incorporation inscribed on it.

SUBSCRIPTION AGREEMENT

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS SUBSCRIPTION AGREEMENT OR THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

IN MAKING AN INVESTMENT DECISION, SUBSCRIBERS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. SUBSCRIBERS SHOULD MAKE AN INDEPENDENT DECISION WHEHTER THE OFFERING MEETS THEIR RISK TOLERANCE LEGAL. NO FEDEARL OR STATE SECURITIES COMMISSION HAS APPROVED, ENDORSED, OR RECOMMENDED THIS OFFERING. NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THE DISCLOSURE CONTAINED HEREIN, NOR WHETHER IT IS COMPLETE. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Subscription Agreement (this “Subscription Agreement”) is made as of the ______ day of __________, 2013, between Pocket Games, Inc., (“us”, “we” or “our”), a Florida Corporation and ____________________, the Subscriber (“Subscriber”).

RECITALS

Subject to the terms and conditions of this Subscription Agreement, the Subscriber hereby irrevocably offers, subscribes for and agrees to purchase ________________ shares of our common stock (the “Common Shares”) and, as full payment therefore, agrees to pay us, concurrently with the Subscriber’s execution and delivery of this Subscription Agreement, the sum of ____ cents ($____) for each one (1) Common Share purchased.

The Offering is being made by our officers and directors on a best efforts basis without the services of underwriters, brokers or dealers.

We may utilize the proceeds of the Offering upon receipt. There is no minimum amount we must receive from the Offering prior to utilizing the Offering Proceeds.

We have agreed to accept the Subscriber’s offer to purchase the Securities based solely upon the representations made by the Subscriber set forth herein. We are executing and delivering this Subscription Agreement in reliance upon the exemptions from securities registration under the Securities Act of 1933, as amended (the “Securities Act”), and state securities laws. The Subscriber understands and acknowledges that we are relying upon the representations and warranties of the Subscriber set forth in this Subscription Agreement without limitation.

The Subscriber undersigned acknowledges that he understands the meaning and legal consequences of the representations and warranties contained herein, and he hereby agrees to indemnify and hold harmless the Corporation, the Corporation, their partners and employees, and any of their affiliates and their officers, directors, shareholders and employees, or any professional advisor or entity thereto, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney's fees, to which said entities and persons may be put or which they may incur by reason of, or in connection with, any misrepresentation made by the Investor, any breach of any of his warranties, or his failure to fulfil any of his covenants or agreements under this Agreement.

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NOW, THEREFORE, the Parties hereby agree as follows:

1. Recitals. The above recitals are true and correct and also constitute the terms of this Subscription Agreement.

2. Representations and Warranties.

The Subscriber undersigned acknowledges that he understands the meaning and legal consequences of the representations and warranties contained herein, and he hereby agrees to indemnify and hold harmless the Corporation, the Corporation, their partners and employees, and any of their affiliates and their officers, directors, shareholders and employees, or any professional advisor or entity thereto, from and against any and all loss, damage, liability or expense, including costs and reasonable attorney's fees, to which said entities and persons may be put or which they may incur by reason of, or in connection with, any misrepresentation made by the Investor, any breach of any of his warranties, or his failure to fulfil any of his covenants or agreements under this Agreement.

As a material inducement for us to enter into this Subscription Agreement, Subscriber acknowledges that we have relied upon the following representations and warranties of the Subscriber:

2.1 Purchase for Subscriber’s Own Account.

The Subscriber is purchasing the Common Shares for the Subscriber's own account and for Subscriber’s investment purposes and not with a view towards the public sale or distribution thereof, except pursuant to sales that are exempt from the registration requirements of the Securities Act and/or sales registered under the Securities Act. The Subscriber understands that Subscriber must bear the economic risk of this investment indefinitely, unless the Securities are registered pursuant to the Securities Act and any applicable state securities or Blue Sky Laws or an exemption from such registration is available.

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2.2 Accredited Investor Status and Suitability.

The Subscriber has read and understands Rule 501(a) of Regulation D of the Securities Act and represents that it is an “Accredited Investor” as that term is defined by Rule 501(a). Subscriber further represents that the Subscriber is knowledgeable, sophisticated and experienced in making and is qualified to make decisions with respect to a variety of sophisticated and complex investments that present investment decisions like those involved in the purchase of the Common Shares. The Subscriber, in reaching a decision to subscribe, has such knowledge and experience in financial and business matters that the Subscriber is capable of reading, interpreting and understanding financial statements and evaluating the merits and risks of an investment in the Common Shares and has the net worth to undertake such risks. Subscriber has invested in the common stock or other securities of companies comparable to us that involve non-trading, and/or thinly traded securities and penny stocks, unregistered securities, restricted securities and high-risk investments. The Subscriber represents that in addition to Subscriber’s own ability to evaluate an investment in the Common Shares, the Subscriber has employed the services of an investment advisor, attorney or accountant or other advisor to read all of the documents furnished or made available by us to the Subscriber, to evaluate the merits and risks of such an investment on its behalf, and that the Subscriber recognizes the highly speculative nature of an investment in the Common Shares, and the Subscriber represents that he or she is familiar with our business operations and financial affairs and has been provided with all information pertaining to us it has requested.

The Subscriber understands that he or she or it may be unable to liquidate the Securities and that is ability to transfer the Securities is limited. The Subscriber’s overall commitment to investments, which are not readily marketable, is not disproportionate to Subscriber’s net worth, and the investment in the Securities will not cause the Subscriber’s overall investment in illiquid high-risk investments to become excessive in proportion to Subscriber’s assets, liabilities and living standards. The Subscriber can bear the economic risk of an investment in the Common Shares for an indefinite period of time and can bear a loss of the entire investment in the Common Shares without financial hardship or a change in its living conditions.

2.3 Representations and Information Provided

The Subscriber is not investing in the Common Shares based upon any representation, oral or written, by any person with respect to the future value of, if any, or the income from, if any, the Securities. Neither us nor any of our officers, directors, shareholders, partners, employees or agents, or any other persons have represented, guaranteed or warranted, whether expressly or by implication, that: (i) the Subscriber will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of our activities or the Subscriber’s investment in the Common Shares; or (ii) our past performance or experience of our management, or of any other person, will in any way indicate predictable results regarding the ownership of our Securities, the future value of the Securities, or of our activities.

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No oral or written representations have been made other than as stated in this Subscription Agreement and the Memorandum, and no oral or written information furnished to the Subscriber or the Subscriber’s advisor(s) in connection with the Offering is in any way inconsistent with the information stated in this Subscription Agreement or the Memorandum.

2.5 Use of Proceeds.

The Subscriber understands and acknowledges that our management will have complete discretion over the use of the proceeds from the Offering. The Subscriber acknowledges that our management has this sole discretion over the use of proceeds and there are no assurances that they will use the proceeds as they currently intend or that any one or a combination of the various uses of the proceeds will result in any aspect of our operations being successful. As a result, our management may spend the proceeds on a broad variety of items that are not associated with the above-described uses of proceeds. Subscriber acknowledges that it will have no control or ability to influence or participate in the determination of how the proceeds from this Offering will be utilized and the use of the proceeds by management cannot currently be predicted with any accuracy.

3. Investment Intention of Subscriber.

The Subscriber understands that the Securities have not been registered under the Securities Act and we are relying upon an exemption from registration under the provisions of the Securities Act that depends, in part, upon the Subscriber’s investment intention. In connection with this, the Subscriber understands that it is the position of the Securities and Exchange Commission (“SEC”) that the statutory basis for such exemption would not be present if the Subscriber’s representation merely meant that its present intention was to hold the Securities for a short period, such as the capital gains period of tax statutes, for a deferred sale, for a market rise, assuming that a market develops, or for any other fixed period. The Subscriber realizes that, in the view of the SEC, an investor who purchases the Securities with a present intent to resell the interest would not be purchasing for investment as required by SEC rules.

4. Miscellaneous

4.1 Lack of Public Market.

The Subscriber understands and acknowledges that the Common Shares are being offered and sold in reliance upon specific exemptions from the registration requirements of the United States and state securities laws and that we are relying upon the truth and accuracy of, and the Subscriber's compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein without limitation in order to determine the availability of such exemptions and the eligibility of the Subscriber to acquire the Common Shares.

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The Subscriber acknowledges that no public market presently exists for the Securities and that the Subscriber may find it impossible to liquidate the investment at a time when it may be desirable to do so, or at any other time.

The Subscriber understands that the offer and sale of the Securities has not been and is not being registered under the Securities Act or any state securities laws, and the Securities may not be transferred unless: (a) the transfer is made pursuant to and as set forth in an effective registration statement under the Securities Act covering the Securities or (b) the Subscriber shall have delivered to us at the Subscriber’s expense an opinion of counsel (which opinion shall be in form, substance, scope and law firm acceptable to us) to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (c) sold under and in compliance with Rule 144 promulgated under the Securities Act (or a successor rule) (“Rule 144”); or (d) sold or transferred in accordance with applicable securities laws to an affiliate of the Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with the provisions of this Section; and we are not under any obligation to register the Securities under the Securities Act or any state securities laws. Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may not be pledged as collateral in connection with a bona fide margin account or other lending arrangement, unless such pledge is consistent with applicable laws, rules and regulations and at our option, the pledgor provides us with a legal opinion (which opinion shall be in form, substance, scope and law firm acceptable to us) that the pledge or other lending agreement is in compliance with applicable state and federal securities laws.

The Subscriber understands that we do not make any representation or warranty regarding our fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or our dissemination to the public of any current financial or other information concerning us, as is required by Rule 144 as one of the conditions of its availability. The Subscriber is aware that the safe harbor provided by Rule 144 of the Securities Act is not now available for Subscriber’s resale of the Securities and may never become available for Subscriber’s resale of the Securities or any portion thereof.

The Subscriber understands that the certificate or other document representing the Securities shall bear a restrictive legend, until such time as the securities are subject to an effective registration statement or otherwise may be sold by the Subscriber pursuant to an exemption from registration, in substantially the following form:

“The Securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state of the United States or in any other jurisdiction. The Securities represented hereby may not be offered, sold or transferred in the absence of an effective registration statement for the Securities under applicable securities laws unless offered, sold or transferred pursuant to an available exemption from the registration requirements of those laws.”

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4.2 Authorization; Enforcement.

This Subscription Agreement has been duly and validly authorized, executed and delivered on behalf of the Subscriber and is a valid and binding agreement of such Subscriber enforceable against the Subscriber in accordance with its terms. If the Subscriber is a corporation, the corporation is duly incorporated or organized and validly existing in the jurisdiction of its incorporation or organization and has all requisite authority to purchase and hold the Securities.

4.3 Survival of Representations.

The Subscriber acknowledges that the representations, warranties and agreements made by the Subscriber herein shall survive the execution and delivery of this Subscription Agreement and purchase of the Securities.

4.4 Acceptance.

The Subscriber understands that we reserve the unrestricted right to reject or limit any subscription at our sole discretion.

4.5 Address

The Subscriber hereby represents that the address of Subscriber furnished by it at the end of this Subscription Agreement is the Subscriber’s principal residence if it is an individual or its principal business address if it is a corporation or other entity and that we are relying upon this information to ensure compliance with applicable federal securities and state Blue Sky laws.

4.6 No General Solicitation or Advertisement.

The Subscriber is not purchasing the Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, posted on the Internet, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than one of our officers or directors with which the subscriber had a pre-existing relationship.

4.5 Lack of Escrow and Non-Refundable Subscription.

Subscriber acknowledges that all subscriptions for the Securities are non-refundable except where prohibited by law. There is no minimum amount that we must receive from the sale of the Securities prior to utilizing Offering proceeds and no Offering funds will be held in escrow. As a result, all proceeds of the Offering will be deposited into our operating account and become immediately available for use by us at our discretion.

5. Miscellaneous

5.1 Nominees.

No one other than Subscriber has any interest in or any right to acquire the Securities subscribed for by Subscriber. Subscriber understands and acknowledges that we will have no obligation to recognize the ownership, beneficial or otherwise, of such Securities by anyone other than Subscriber. Subscriber is purchasing the Securities from funds lawfully obtained and belonging to Subscriber and has not borrowed or otherwise received the funds used to purchase the Securities, or any portion thereof from any third party.

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5.2 Counterparts.

This Subscription Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Subscription Agreement, once executed by a party, may be delivered to the other parties hereto by facsimile transmission of a copy of this Subscription Agreement bearing the signature of the party so delivering this Subscription Agreement. In the event any signature is delivered by facsimile transmission, the party using such means of delivery shall cause the manually executed Execution Page(s) hereof to be physically delivered to the other party within five (5) days of the execution hereof, provided that the failure to so deliver any manually executed Execution Page shall not affect the validity or enforceability of this Subscription Agreement.

5.3 Headings.

The headings of this Subscription Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Subscription Agreement.

5.4 Severability.

If any provision of this Subscription Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Subscription Agreement or the validity or enforceability of this Subscription Agreement in any other jurisdiction.

5.5 Entire Agreement; Amendments.

This Subscription Agreement and the instruments referenced herein contain the entire understanding of Subscriber and us and any affiliates and/or persons acting on their behalf with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither we nor Subscriber makes any representation, warranty, covenant or undertaking with respect to such matters.

5.6 Successors and Assigns .

This Subscription Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

Subscriber may not assign this Subscription Agreement or any rights or obligations hereunder.

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5.7 Further Assurances.

The Subscriber shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other Subscription Agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Subscription Agreement and the consummation of the transactions contemplated hereby.

5.8 Law and Arbitration.

This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts executed and performed in such State, without giving effect to conflict of law principles.

5.9 Presumption against Scrivener.

Each party waives the presumption that this Subscription Agreement is presumed to be in favor of the party which did not prepare it, in case of a dispute as to interpretation.

NOTICES

WE SHALL HAVE THE FOLLOWING AVAILABLE FOR REVIEW FOR EACH INVESTOR OR HIS AGENT, DURING THIS PRIVATE PLACEMENT AND PRIOR TO THE SALE OF SHARES UPON REQUEST: (1) ACCESS TO ALL BOOKS AND RECORDS OF THE CORPORATION; (2) ACCESS TO ALL MATERIAL CONTRACTS AND DOCUMENTS RELATING TO THE TRANSACTIONS DESCRIBED HEREIN AND THE CORPORATION'S OPERATIONS; AND (3) THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, ANY PERSON AUTHORIZED TO ACT ON BEHALF OF THE CORPORATION CONCERNING ANY ASPECT OF THE INVESTMENT, AND TO OBTAIN ANY ADDITIONAL INFORMATION, TO THE EXTENT THE CORPORATION POSSESSES SUCH INFORMATION OR CAN DEVELOP IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS AGREEMENT.

FLORIDA RESIDENTS ONLY

ANY SALE IN FLORIDA IS VOIDABLE BY THE PURCHASER IN SUCH SALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER, OR AN ESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.

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IN WITNESS WHEREOF, the Parties have caused this Subscription Agreement to be duly executed as of the date first above written.

Subscription Amount:

Total Number of Common Shares purchased: _____________________

Aggregate Purchase Price _____________( $____ ) for each one (1) Common Share

Method of Payment _______________________________

Subscriber:

By: _____________________________ (signature)

Name: _____________________________ (print name)

Title: _____________________________

Address:

Pocket Gams, Inc.:

By: __________________________ (signature)

Name: David Lovatt

Title: President

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H amilton & A ssociates Law Group, P.A.

Attorneys Counselors Consultants

www.SecuritiesLawyer101.com
101 Plaza Real S, Suite 202N Boca Raton, Fl 33432

Telephone: 561-416-8956 Facsimile: 561-416-2855

December 18, 2013

Pocket Games, Inc.

305 Forest Ave,

Woodmere, NY, 11598

Re: Registration on Form S-1

Gentlemen:

Hamilton & Associates Law Group, P. A. (the “Law Firm”) has acted as counsel to Pocket Games, (the “Company”), a Florida corporation, in the preparation of a Registration Statement on Form S-1 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission on December 18, 2013 covering 3,675,000 shares of the Company’s Common Stock held by the selling shareholders (the “Stock”) identified in the Registration Statement.

In so acting, this Law Firm has examined and relied upon such records, documents and other instruments as in this Law Firm’s judgment are necessary or appropriate in order to express the opinion hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to the Law Firm as originals, and the conformity to original documents of all documents submitted to the Law Firm as certified or photostatic copies. This opinion is based upon the laws of the state of Florida.

Based on the foregoing, this Law firm is of the opinion that:

1. The Stock is duly and validly issued, fully paid and non-assessable.

2. The issuance of the Stock has been duly authorized.

The Law Firm hereby consents to the use of this opinion in the Prospectus discussion of the opinion in and to being named in the “Expert” section of the Registration Statement. The Law Firm also consents to the reproduction of the opinion as Exhibit 5 to the Registration Statement filed with the Commission.

Very truly yours,

Hamilton & Associates Law Group, P. A.

By: /s/ Brenda Lee Hamilton

Brenda Lee Hamilton, Esquire

Principal of Hamilton & Associates Law Group, P.A. For the Firm

EXECUTIVE EMPLOYMENT AGREEMENT

The Executive Employment Agreement (the “Agreement”) is between Pocket Games Inc., a Florida Corp. (the “Company”) and David Lovatt (the “Employee”) effective as of October 4th 2013 (the “Effective Date”).

RECITALS:

WHEREAS, the Company desires that the Employee become the Chairman of the Board, Chief Executive Officer & President of the Company.

WHEREAS, the Employee desires to accept such role under the terms hereof.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein set forth, the parties hereby agree as follows:

1. Term of Employment. The period of employment of Employee by the Company under the Agreement (the Employment Period) shall be deemed to have commenced on the Effective Date and shall terminate three years thereafter.

2. Duties. During his employment by the Company, the Employee shall perform such duties as are customary and typical by an officer of a publicly traded company, and shall discharge such duties in a professional and diligent manner at all times, to the best of his abilities. Employee’s employment shall also be subject to the policies maintained and established by the Company, if any, as the same may be amended from time to time. In keeping with these duties, Employee shall make full disclosure to the Board of Directors of all business opportunities pertaining to the business of the Company or its Affiliates and should not appropriate for Employee’s own benefit business opportunities that fall within the scope of the businesses conducted by the Company and its Affiliates.

3. Compensation. The Company shall pay to Employee a base salary of $10,000 per month, full or part, plus applicable bonuses as are awarded by the Board of Directors from time to time based on performance, which may either be paid in stock or cash at the discretion of the Board. The employee is also entitled to 30 days paid leave per annum.

4. During the term, Employee shall serve in the capacity of the Company's President, CEO and President of the Company.

5. Reimbursement For Expenses. The Company shall reimburse the Employee within 30 days of the submission of appropriate documentation, and in no event later than the last day of the calendar year following the year in which an expense was incurred, for all reasonable and approved travel and entertainment expenses and other disbursements incurred by him for or on behalf of the Company in the course and scope of his employment under the Agreement.

6. Termination of Agreement.

(a) Death. The Agreement shall automatically terminate upon the death of Employee

(b) Disability. If, as a result of Employee’s incapacity due to physical or mental illness, Employee shall have been substantially unable, either with or without reasonable accommodation, to perform his duties hereunder for an entire period of six (6) consecutive months, and within thirty (30) days after written Notice of Termination is given after such six (6) month period, Employee shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate Employee’s employment hereunder for Disability, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of the Agreement. Any dispute between the Employee and the Company regarding whether Employee has a Disability shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Employee shall be final and conclusive for all purposes of the Agreement. Employee acknowledges and agrees that a request by the Company for such a determination shall not be considered as evidence that the Company regarded the Employee as having a Disability.

(c) Termination By Company For Cause. The Company may terminate the Agreement upon written notice to Employee at any time for “Cause” in accordance with the procedures provided below;

(d) For purposes of the Agreement, “Cause” shall mean:

(i) the material breach of any provision of the Agreement by Employee which has not been cured within five business (5) days after the Company provides notice of the breach to Employee; provided, however, if the act or omission that is the subject of such notice is substantially similar to an act or omission with respect to which Employee has previously received notice and an opportunity to cure, then no additional notice is required and the Agreement may be terminated immediately upon the Company’s election and written notice to Employee);

(ii) the entry of a plea of guilty or judgment entered after trial finding Employee guilty of a crime punishable by imprisonment in excess of one year involving moral turpitude (meaning a crime that includes the commission of an act of gross dishonesty or bad morals);

(iii) willfully engaging by Employee in conduct that the Employee knows or reasonably should know is detrimental to the reputation, character or standing or otherwise injurious to the Company or any of its shareholders, direct or indirect subsidiaries and Affiliates, monetarily or otherwise;

(iv) without limiting the generality of Section 6(d)(i), the breach or threatened breach of any of the provisions of Sections 8, 9 or 10; or

(v) a ruling in any state or federal court or by an arbitration panel that the Employee has breached the provisions of a non-compete or non-disclosure agreement, or any similar agreement or understanding which would in any way limit, as determined by the Board of Directors of the Company, the Employee’s ability to perform under the Agreement now or in the future.

(e) Termination By Company Without Cause. The Company, by a vote of a majority of the Board of Directors, may terminate the Agreement at any time, and for any reason, by providing at least 180 days written notice to Employee.

(f) Termination By Employee With Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”):

(i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s position(s), duties, responsibilities or status with the Company immediately prior to such change (including any diminution of such duties or responsibilities) or (B) an adverse change in Employee’s titles or offices (including, membership on the Board of Directors) with the Company;

(ii) A reduction in Employee’s Base Salary or Bonus opportunity;

(iii) The relocation of the Company’s principal executive offices more than 50 miles from their present location without satisfactory consultation and mutual consent;

(iv) The failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits;

(v) Any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement;

(vi) The Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company;

(vii) Any other breach of a material provision of the Agreement by the Company.

For purposes of clauses (iii) through (vi) and (vii) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.

7. Effect of Termination. Upon the termination of the Agreement, no rights of Employee which shall have accrued prior to the date of such termination, including the right to receive any bonus Fully-Earned through the date of such termination, shall be affected in any way.

(a) Upon Death of Employee. During the Term, if Employee’s employment is terminated due to his death, Employee’s estate shall be entitled to receive the Base

Salary set forth in Section 3 accrued through the date of death and any bonus Fully-Earned (as herein defined) through the date of such termination; provided, however, Employee’s estate shall not be entitled to any other benefits (except as provided by law or separate agreement). “Fully-Earned” shall mean that for purposes of determining whether the Employee shall be entitled to a bonus, that such Employee shall be treated as if he had been employed through the last date of the regular period for determining whether or not a bonus is payable in the standard manner that all such employees are evaluated even though Employee is no longer employed by the Company, and him eligibility for an incentive bonus, if any, shall be determined accordingly. Further, a surviving spouse of Employee shall be eligible for continuation of family benefits pursuant to Section 3(c) subject to compliance with Plan provisions at the full premium rate (Company plus employee portion) for a one year period after the date of termination.

(b) For Disability; By Company Without Cause; By Employee with Good Reason.

If the Agreement is terminated under Section 6 (b), (e) or (f):

(i) Employee shall be entitled to receive his Base Salary set forth in Section 3 accrued through the date of such termination and any bonus Fully-Earned through the date of such termination, and shall receive a severance equal to 12 months salary, paid out in 12 equal monthly installments; and

(ii) Except as provided for in the Section 7(b), Employee shall not have any rights, which have not previously accrued upon termination of the Agreement.

(c) By Company With Cause. In the event of termination of Employee’s employment Section 6(c) Employee shall be entitled to receive the Base Salary and benefits set forth in Section 3 accrued through the date of termination, and he shall not be entitled to any other benefits (except as required by law).

8. Confidential Information.

(a) The Company shall disclose to Employee, or place Employee in a position to have access to or develop, trade secrets or confidential information of Company or its Affiliates; and/or shall entrust Employee with business opportunities of Company or its Subsidiaries; and/or shall place Employee in a position to develop business good will on behalf of Company or its Subsidiaries.

(b) The Employee acknowledges that in his employment hereunder he occupies a position of trust and confidence and agrees that he will treat as confidential and will not, without prior written authorization from the Company, directly or indirectly, disclose or make known to any person or use for her own benefit or gain, the methods, process or manner of accomplishing the business undertaken by the Company or its Subsidiaries, or any non-public information, plans, formulas, products, trade secrets, marketing or merchandising strategies, or confidential material or information and instructions, technical or otherwise, issued or published for the sole use of the company, or information which is disclosed to the Employee or in any way acquired by him during the term of the Agreement, or any information concerning the present or future business, processes, or methods of operation of the Company or its Subsidiaries, or concerning improvement, inventions or know how relating to the same or any part thereof, it being the intent of the Company, with which intent the Employee hereby agrees, to restrict him from disseminating or using for his own benefit any information belonging directly or indirectly to the Company which is unpublished and not readily available to the general public.

9. Successors and Assigns. The Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer the Agreement or any rights or obligations hereunder, provided, however, that the provisions hereof shall inure to the benefit of, and be binding upon, each successor of the Company, whether by merger, consolidation, acquisition or otherwise, unless otherwise agreed to by the Employee and the Company.

10. Notices. Any notice required or permitted to be given to the Employee pursuant to the Agreement shall be sufficiently given if sent to the Employee by registered or certified mail addressed to the Employee at 18 Ufton Croft, Mount Nod, Coventry. CV57HJ ENGLAND or at such other address as he shall designate by notice to the Company, and any notice required or permitted to be given to the Company pursuant to the Agreement shall be sufficiently given if sent to the Company by registered or certified mail addressed to it at 909 Plainview Avenue, Far Rockaway, New York, NY 11691. USA, or at such other address as it shall designate by notice to the Employee.

11. Invalid Provisions. The invalidity or unenforceability of a particular provision of the Agreement shall not affect the enforceability of any other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12. Amendments To The Agreement. The Agreement may only be amended in writing by an agreement executed by both parties hereto.

13. Entire Agreement. The Agreement contains the entire agreement of the parties hereto and supersedes any and all prior agreements, oral or written, and negotiations between said parties regarding the subject matter contained herein.

14. Applicable Law and Venue. The Agreement is entered into under, and shall be governed for all purposes, by the laws of the State of Florida, with venue of any lawsuit between the parties being in Broward County, Florida.

15. No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of the Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16. Severability. If a Court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of the Agreement, and all other provisions shall remain in full force and effect.

17. Counterparts. The Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.

18. Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and payments made pursuant to the Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling.

19. Indemnification. The Company shall indemnify Employee from any claims, demands or liabilities of any kind or nature arising out of his employment with the Company, that are not the result of his own actions, or actions within his control.

20. Gender Correction and Neutrality. This Agreement may contain one or more references to he or she, or his or her. It is stipulated and agreed that Employee is a male, and all such references, to the extent they are inconsistent with this, shall be deemed to be corrected

In witness whereof, the parties hereto have executed the Agreement as of the day and year above written.

Pocket Games, Inc. Employee

Sign : /s/ Elliott Polatoff Sign : /s/ David W. Lovatt

By: Elliott Polatoff, Corporate Secretary

Name: DAVID W. LOVATT

EXECUTIVE EMPLOYMENT AGREEMENT

The Executive Employment Agreement (the “Agreement”) is between Pocket Games Inc., a Florida Corp. (the “Company”) and Elliott Polatoff, the “Employee”) effective as of October 4th 2013 (the “Effective Date”).

RECITALS:

WHEREAS, the Company desires that the Employee become the Corporate Secretary and Treasurer of the Company.

WHEREAS, the Employee desires to accept such role under the terms hereof.

NOW, THEREFORE, in consideration of the promises and mutual agreements herein set forth, the parties hereby agree as follows:

1. Term of Employment. The period of employment of Employee by the Company under the Agreement (the Employment Period) shall be deemed to have commenced on the Effective Date and shall terminate three years thereafter.

2. Duties. During his employment by the Company, the Employee shall perform such duties as are customary and typical by an officer of a publicly traded company, and shall discharge such duties in a professional and diligent manner at all times, to the best of his abilities. Employee’s employment shall also be subject to the policies maintained and established by the Company, if any, as the same may be amended from time to time. In keeping with these duties, Employee shall make full disclosure to the Board of Directors of all business opportunities pertaining to the business of the Company or its Affiliates and should not appropriate for Employee’s own benefit business opportunities that fall within the scope of the businesses conducted by the Company and its Affiliates.

3. Compensation. The Company shall pay to Employee a salary of $10,000 per month, plus applicable bonuses as are awarded by the Board of Directors from time to time based on performance, either of which may be paid in stock or cash at the discretion of the Board. The employee is also entitled to 30 days paid leave per annum.

4. During the term, Employee shall serve in the capacity of the Corporate Secretary and Treasurer of the Company.

5. Reimbursement For Expenses. The Company shall reimburse the Employee within 30 days of the submission of appropriate documentation, and in no event later than the last day of the calendar year following the year in which an expense was incurred, for all reasonable and approved travel and entertainment expenses and other disbursements incurred by him for or on behalf of the Company in the course and scope of his employment under the Agreement.

6. Termination of Agreement.

(a) Death. The Agreement shall automatically terminate upon the death of Employee

(b) Disability. If, as a result of Employee’s incapacity due to physical or mental illness, Employee shall have been substantially unable, either with or without reasonable accommodation, to perform his duties hereunder for an entire period of one (1) consecutive months, and within fifteen (15) days after written Notice of Termination is given after such one (1) month period, Employee shall not have returned to the substantial performance of his duties on a full-time basis, the Company shall have the right to terminate Employee’s employment hereunder for Disability, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of the Agreement. Any dispute between the Employee and the Company regarding whether Employee has a Disability shall be determined in writing by a qualified independent physician mutually acceptable to the Employee and the Company. If the Employee and the Company cannot agree as to a qualified independent physician, each shall appoint a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Employee shall be final and conclusive for all purposes of the Agreement. Employee acknowledges and agrees that a request by the Company for such a determination shall not be considered as evidence that the Company regarded the Employee as having a Disability.

(c) Termination By Company For Cause. The Company may terminate the Agreement upon written notice to Employee at any time for “Cause” in accordance with the procedures provided below;

(d) For purposes of the Agreement, “Cause” shall mean:

(i) the material breach of any provision of the Agreement by Employee which has not been cured within five business (5) days after the Company provides notice of the breach to Employee; provided, however, if the act or omission that is the subject of such notice is substantially similar to an act or omission with respect to which Employee has previously received notice and an opportunity to cure, then no additional notice is required and the Agreement may be terminated immediately upon the Company’s election and written notice to Employee);

(ii) the entry of a plea of guilty or judgment entered after trial finding Employee guilty of a crime punishable by imprisonment in excess of one year involving moral turpitude (meaning a crime that includes the commission of an act of gross dishonesty or bad morals);

(iii) willfully engaging by Employee in conduct that the Employee knows or reasonably should know is detrimental to the reputation, character or standing or otherwise injurious to the Company or any of its shareholders, direct or indirect subsidiaries and Affiliates, monetarily or otherwise;

(iv) without limiting the generality of Section 6(d)(i), the breach or threatened breach of any of the provisions of Sections 8, 9 or 10; or

(v) a ruling in any state or federal court or by an arbitration panel that the Employee has breached the provisions of a non-compete or non-disclosure agreement, or any similar agreement or understanding which would in any way limit, as determined by the Board of Directors of the Company, the Employee’s ability to perform under the Agreement now or in the future.

(e) Termination By Company Without Cause. The Company, by a vote of a majority of the Board of Directors, may terminate the Agreement at any time, and for any reason, by providing at least 60 days written notice to Employee.

(f) Termination By Employee With Good Reason. Employee may terminate his employment with good reason anytime after Employee has actual knowledge of the occurrence, without the written consent of Employee, of one of the following events (each event being referred to herein as “Good Reason”):

(i) Any change in the duties or responsibilities (including reporting responsibilities) of Employee that is inconsistent in any adverse respect with Employee’s position(s), duties, responsibilities or status with the Company immediately prior to such change (including any diminution of such duties or responsibilities) or (B) an adverse change in Employee’s titles or offices (including, membership on the Board of Directors) with the Company;

(ii) A reduction in Employee’s Base Salary or Bonus opportunity;

(iii) The relocation of the Company’s principal executive offices more than 100 miles from their present location;

(iv) The failure of the Company to continue in effect any material employee benefit plan, compensation plan, welfare benefit plan or fringe benefit plan in which Employee is participating immediately prior to the date of the Agreement or the taking of any action by the Company which would adversely affect Employee’s participation in or reduce Employee’s benefits under any such plan, unless Employee is permitted to participate in other plans providing Employee with substantially equivalent benefits;

(v) Any refusal by the Company to continue to permit Employee to engage in activities not directly related to the business of the Company which Employee was permitted to engage in prior to the date of the Agreement;

(vi) The Company’s failure to provide in all material respects the indemnification set forth in the Company’s Articles of Incorporation, By-Laws, or any other written agreement between Employee and Company;

(vii) Any other breach of a material provision of the Agreement by the Company.

For purposes of clauses (iii) through (vi) and (vii) above, an isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within ten (10) days after receipt of notice thereof given by Employee shall not constitute Good Reason. Employee’s right to terminate employment with Good Reason shall not be affected by Employee’s incapacity due to mental or physical illness and Employee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any event or condition constituting cause.



7. Effect of Termination. Upon the termination of the Agreement, no rights of Employee which shall have accrued prior to the date of such termination, including the right to receive any bonus Fully-Earned through the date of such termination, shall be affected in any way.

(a) Upon Death of Employee. During the Term, if Employee’s employment is terminated due to his death, Employee’s estate shall be entitled to receive the Base

Salary set forth in Section 3 accrued through the date of death and any bonus Fully-Earned (as herein defined) through the date of such termination; provided, however, Employee’s estate shall not be entitled to any other benefits (except as provided by law or separate agreement). “Fully-Earned” shall mean that for purposes of determining whether the Employee shall be entitled to a bonus, that such Employee shall be treated as if he had been employed through the last date of the regular period for determining whether or not a bonus is payable in the standard manner that all such employees are evaluated even though Employee is no longer employed by the Company, and him eligibility for an incentive bonus, if any, shall be determined accordingly. Further, a surviving spouse of Employee shall be eligible for continuation of family benefits pursuant to Section 3(c) subject to compliance with Plan provisions at the full premium rate (Company plus employee portion) for a one month period after the date of termination.

(b) For Disability; By Company Without Cause; By Employee with Good Reason.

If the Agreement is terminated under Section 6 (b), (e) or (f):

(i) Employee shall be entitled to receive his Base Salary set forth in Section 3 accrued through the date of such termination and any bonus Fully-Earned through the date of such termination, and shall receive a severance equal to 12 months salary, paid out in 12 equal monthly installments; and

(ii) Except as provided for in the Section 7(b), Employee shall not have any rights which have not previously accrued upon termination of the Agreement.

(c) By Company With Cause. In the event of termination of Employee’s employment Section 6(c) Employee shall be entitled to receive the Base Salary and benefits set forth in Section 3 accrued through the date of termination, and he shall not be entitled to any other benefits (except as required by law).

8. Confidential Information.

(a) The Company shall disclose to Employee, or place Employee in a position to have access to or develop, trade secrets or confidential information of Company or its Affiliates; and/or shall entrust Employee with business opportunities of Company or its Subsidiaries; and/or shall place Employee in a position to develop business good will on behalf of Company or its Subsidiaries.

(b) The Employee acknowledges that in his employment hereunder he occupies a position of trust and confidence and agrees that he will treat as confidential and will not, without prior written authorization from the Company, directly or indirectly, disclose or make known to any person or use for her own benefit or gain, the methods, process or manner of accomplishing the business undertaken by the Company or its Subsidiaries, or any non-public information, plans, formulas, products, trade secrets, marketing or merchandising strategies, or confidential material or information and instructions, technical or otherwise, issued or published for the sole use of the company, or information which is disclosed to the Employee or in any way acquired by him during the term of the Agreement, or any information concerning the present or future business, processes, or methods of operation of the Company or its Subsidiaries, or concerning improvement, inventions or know how relating to the same or any part thereof, it being the intent of the Company, with which intent the Employee hereby agrees, to restrict him from disseminating or using for his own benefit any information belonging directly or indirectly to the Company which is unpublished and not readily available to the general public.

9. Successors and Assigns. The Agreement is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer the Agreement or any rights or obligations hereunder, provided, however, that the provisions hereof shall inure to the benefit of, and be binding upon, each successor of the Company, whether by merger, consolidation, acquisition or otherwise, unless otherwise agreed to by the Employee and the Company.

10. Notices. Any notice required or permitted to be given to the Employee pursuant to the Agreement shall be sufficiently given if sent to the Employee by registered or certified mail addressed to the Employee at 909 Plainview Avenue, Far Rockaway, New York, NY 11691. USA or at such other address as he shall designate by notice to the Company, and any notice required or permitted to be given to the Company pursuant to the Agreement shall be sufficiently given if sent to the Company by registered or certified mail addressed to it at 909 Plainview Avenue, Far Rockaway, New York, NY 11691. USA, or at such other address as it shall designate by notice to the Employee.

11. Invalid Provisions. The invalidity or unenforceability of a particular provision of the Agreement shall not affect the enforceability of any other provisions hereof and the Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12. Amendments To The Agreement. The Agreement may only be amended in writing by an agreement executed by both parties hereto.

13. Entire Agreement. The Agreement contains the entire agreement of the parties hereto and supersedes any and all prior agreements, oral or written, and negotiations between said parties regarding the subject matter contained herein.

14. Applicable Law and Venue. The Agreement is entered into under, and shall be governed for all purposes, by the laws of the State of Florida, with venue of any lawsuit between the parties being in Broward County, Florida.

15. No Waiver. No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of the Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16. Severability. If a Court of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or unenforceability of any other provision of the Agreement, and all other provisions shall remain in full force and effect.

17. Counterparts. The Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.

18. Withholding of Taxes and Other Employee Deductions. The Company may withhold from any benefits and payments made pursuant to the Agreement all federal, state, city and other taxes as may be required pursuant to any law or governmental regulation or ruling.

19. Indemnification. The Company shall indemnify Employee from any claims, demands or liabilities of any kind or nature arising out of his employment with the Company, that are not the result of his own actions, or actions within his control.

20. Gender Correction and Neutrality. This Agreement may contain one or more references to he or she, or his or her. It is stipulated and agreed that Employee is a male, and all such references, to the extent they are inconsistent with this, shall be deemed to be corrected

In witness whereof, the parties hereto have executed the Agreement as of the day and year above written.

          Pocket Games, Inc. Employee

Sign : /s/ David W. Lovatt Sign : /s/ Elliott Polatoff

By: David W. Lovatt, Chief Executive Officer Name: Elliott Polatoff

CONSULTING AGREEMENT

This consulting agreement is made and entered into effective the 15th Day of October 2013, by and between Yaakov Sean Fulda ("Consultant") and Pocket Sports, Inc. (the "Corporation").

I. EMPLOYMENT

The Corporation has engaged the services of Consultant to perform for the Corporation certain consulting services, consisting primarily of general corporate and business sales and growth consulting, and financial analysis. The corporation shall be entitled to a maximum of twenty hours of consulting work each month during the term of this agreement.

II. TERM

The term of this agreement shall be for six months, but may be terminated at any time by either party on 15 days' written notice.

III. INDEPENDENT CONTRACTOR

With respect to the services performed by Consultant under this arrangement, Consultant shall be deemed an independent contractor of the Corporation not an employee.

IV. WORK FOR HIRE

It is the intention of the parties that all rights, including, without limitation, copyright in any reports, surveys, marketing, promotional, and collateral materials prepared by Consultant in connection with his or her services performed for the Corporation (the "Work") shall vest in the Corporation. The parties expressly acknowledge that the Work was specially ordered or commissioned by the Corporation, and further agree that it shall be considered a "work made for hire" within the meaning of the copyright laws of the United States, and that the Corporation is entitled as author to the copyright and all of the rights to the Work, throughout the world, including, but not limited to, the right to make such changes in the Work and such uses of the Work, as the Corporation may determine in its sole and absolute discretion.

V. CONFIDENTIAL INFORMATION

For the purposes of this agreement, "Confidential Information" shall mean the information described below, which was disclosed by the Corporation to Consultant in any manner, whether orally, visually, or in tangible form, including, but not limited to, documents, devices, computer readable media, trade secrets, formulae, patterns, inventions, processes, customer lists, sales records, pricing lists, margins, and other compilations of confidential information, and all copies of such confidential information. Tangible materials that disclose or embody Confidential Information shall be marked or identified by the Corporation as "confidential." Confidential Information that is disclosed orally or visually shall be identified by the Corporation as confidential at the time of disclosure.

Consultant shall maintain in confidence and not use or disclose the Confidential Information, using a fiduciary degree of care to protect the Confidential Information. For the purposes of this agreement, Confidential Information shall not include any information which Consultant can prove (i) was in Consultant's possession, or known to Consultant without confidentiality restriction, prior to disclosure by the Corporation, (ii) was generally known in the trade or business in which the Corporation is engaged at the time of disclosure to Consultant, or becomes generally known in the trade or business after such disclosure, through no act of Consultant, (iii) has come into the possession of Consultant without confidentiality restrictions from a third-party, and such third-party is under no obligation to the Corporation to maintain the confidentiality of such information, or (iv) was developed by or for Consultant independently without reference to the Confidential Information.

If a particular portion or aspect of the Confidential Information shall become subject to any of the above-mentioned exceptions, the parties expressly agree that all other portions or aspects of the Confidential Information shall remain subject to all of the provisions of this agreement.

In the event that Consultant is ordered to disclose the Corporation's Confidential Information pursuant to a judicial or governmental request, requirement, or order, Consultant shall promptly notify the Corporation in writing and shall take reasonable steps to assist the Corporation in contesting such request, requirement, or order, or in otherwise protecting the Corporation's rights prior to such disclosure.

Except as may be expressly specified within this agreement, the Corporation grants no license to Consultant under any copyright, patent, trademarks, trade secret, or other proprietary right, to use, utilize, or reproduce the Confidential Information.

VI. COMPENSATION

As compensation for services rendered under the terms of this agreement,

Consultant shall be entitled to receive from the Corporation $50,000 (fifty thousand U.S. Dollars) and 1,000,000 (one million) shares of restricted stock as a retainer, upon signing this agreement. The shares will be issued to the Consultant within 10 (ten) business days and will be registered in the earliest registration filed by the company. The billing rate will be as follows: Included in the retainer is 110 hours @ $500/hour, additional hours will be billed at $500/hour. Travel time is billed at half the hourly rate. All travel expenses in excess of $20.00 will be reimbursed by the Company and will be subject to pre-approval by the Company. The company shall at its discretion issue cash compensation for additional hours or in its discretion stock or options to purchase stock equal to the value of services rendered. The parties agree that the valuation for tax purposes shall be at the most recent stock price as quoted on the stock exchange or par value per share if the company has no current market for its shares, for the day the company and the Consultant orally agreed upon the compensation to be paid. The parties agree that this valuation is reasonably equal to the value of the services rendered by Consultant to the Corporation herein.

VII. SECURITIES LAW

Consultant hereby expressly acknowledges that the Confidential Information is likely to include material nonpublic information pursuant to the securities laws of the United States. Being advised that the Corporation is specifically relying upon Rule 100(b)(2)(ii) of Regulation FD, in providing the Confidential Information to Consultant, Consultant expressly agrees that he will not use the Confidential Information in violation of United States securities laws, and specifically agrees to keep the Confidential Information in confidence.

VIII. TERMINATION

In the event the parties agree to terminate this agreement, all the compensation in this agreement will be deemed fully earned and due immediately. The retainer is fully earned upon the signing of this agreement and is non-refundable.

IX. GENERAL

This agreement shall be construed under and in accordance with the laws of the State of Florida.

The consultant is not hired to be involved in any financing or promotional activities.

The parties covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out the obligations of the parties in accordance with this agreement.

This agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this agreement.

This agreement supersedes any prior understandings or oral agreements between the parties respecting the subject matter contained in this agreement.

All agreements, warranties, representations, and indemnifications contained in this agreement above shall survive the termination of this consulting agreement.

This consulting agreement shall be deemed a personal services contract with regard to the Consultant, and Consultant may not assign any or all of his or her interest in this agreement without the written consent of the Corporation.

FOR CONSULTANT:

______________________________________

Yaakov Sean Fulda

FOR CORPORATION:

Pocket Sports, Inc.

______________________________________

PRESIDENT - David Lovatt

______________________________________

CORPORATE SECRETARY – Elliott Polatoff



Consent of Independent Registered Public Accounting Firm

We hereby consent to the use of our report dated December 18, 2013, on the financial statements of Pocket Games, Inc.(a development stage company) for the period from October 4, 2013 (inception) to October 31, 2013 , included herein on the registration statement of Pocket Games, Inc. on Form S-1, and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ Salberg & Company, P.A.

SALBERG & COMPANY, P.A.

Boca Raton, Florida

December 18, 2013

·	Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;
·	Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and
·	Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

Name	Position	Year	Salary			Bonus		Stock Awards		Option		Non-equity incentive plan compensation		Non- qualified deferred compens ation		All other Compensation		Total
David Lovatt	Chief Executive Officer, Sole Director	2013	$	10,000	⁽¹⁾		0		0		0		0		0		0		0
Elliot Polatoff	Treasurer, Secretary	2013	$	10,000	⁽¹⁾		0		0		0		0		0		0		0

	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number Of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

David Lovatt		0		0		0		0		0		0		0		0		0

Elliot Polatoff		0		0		0		0		0		0		0		0		0

·	any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;
·	any option or equity grant;
·	any non-equity incentive plan award made to a named executive officer;
·	any nonqualified deferred compensation plans including nonqualified defined contribution plans; or

Contents
Period October 4, 2013 (Inception) to October 31, 2013	Pages

Financial Statements

Report of Independent Registered Public Accounting Firm	42

Balance Sheet	43

Statement of Operations	44

Statement of Changes in Stockholders’ Equity	45

Statement of Cash Flows	46

Notes to Financial Statements	47 - 51

Assets

Current Assets:
Cash	$	21,458
Prepaid expenses		2,000
Total Current Assets		23,458
Deferred costs		53,055
Total Assets	$	76,513

Liabilities and Stockholders' Deficit

Current Liabilities:
Accounts payable	$	13,389
Accrued expenses payable to related parties		1,540
Accrued salaries		19,500
Deferred revenue		8,500
Total Current Liabilities		42,929

Commitments and Contingencies (Note 7)

Stockholders' Equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, no shares issued and outstanding at October 31, 2013		-
Common stock, $0.0001 par value; 499,000,000 shares authorized, 6,600,000 shares issued and outstanding at October 31, 2013		660
Additional paid-in capital		79,840
Deficit accumulated during the development stage		(46,916	)
Total Stockholders' Equity		33,584
Total Liabilities and Stockholders' Equity	$	76,513

Revenue:
Application development services - related party	$	5,000

Costs and Expenses:
Cost of revenues		4,942
General and administrative		46,974
Total Costs and Expenses		51,916

Loss Before Provision for Income Taxes		(46,916	)

Provision for Income Taxes		-

Net Loss	$	(46,916	)

Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		5,748,148

Net Loss Per Common Share:
Basic and Diluted	$	(0.01	)

											Deficit
											Accumulated
											During the			Total
	Preferred Stock				Common Stock				Additional		Development			Stockholders'
	Shares		Amount		Shares		Amount		Paid-in Capital		Stage			Equity

Balance at inception, October 4, 2013		-	$	-		-	$	-	$	-	$	-		$	-

Stock issued to founders		-		-		5,000,000		500		-		-			500

Stock issued for services		-		-		1,000,000		100		49,900		-			50,000

Issuance of common stock for cash		-		-		600,000		60		29,940		-			30,000

Net Loss		-		-		-		-		-		(46,916	)		(46,916	)
Balance, October 31, 2013		-	$	-		6,600,000	$	660	$	79,840	$	(46,916	)	$	33,584

Cash Flows from Operating Activities:
Net loss	$	(46,916	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services		4,167
Increase in operating assets:
Prepaid expenses		(2,000	)
Increase in operating liabilities:
Accounts payable		6,167
Accrued expenses payable to related parties		1,540
Accrued salaries		20,000
Deferred revenue		8,500
Total adjustments		38,374
Net Cash Used in Operating Activities		(8,542	)

Cash Flows from Financing Activities:
Proceeds from sale of common stock		30,000
Net Cash Provided by Financing Activities		30,000

Net Increase in Cash		21,458
Cash, beginning of period		-
Cash, end of period	$	21,458

Cash Paid for:
Interest		-
Income taxes		-

Non-cash Investing and Financing Activities:
Stock issued to officers paid by reducing accrued salaries	$	500
Stock issued to consultant and recorded as deferred cost		50,000
	$	50,500

1.	Nature of Operations

	Pocket Games, Inc. (the "Company") was incorporated on October 4, 2013 under the laws of the State of Florida and established a fiscal year end of October 31. The Company is engaged in the development, marketing and sale of interactive games for mobile devices, tablets and computers. The Company has limited customers, products and revenues to date, and follows the accounting guidelines for accounting for and reporting in Development Stage Enterprises in preparing its financial statements.

2.	Basis of Presentation and Going Concern

	The Company is presented as a development stage company. Activities during the development stage include development of a strategic business plan, and a senior management team, product development and fund raising activities.

	As reflected in the accompanying financial statements, the Company has a net loss and net cash used in operations of $46,916 and $8,542, respectively, for the period from October 4, 2013 (inception) to October 31, 2013 and a working capital deficit and deficit accumulated during development stage of $19,471 and $46,916, respectively, at October 31, 2013 and is in development stage with minimal revenues, all of which are from a related party. The Company's business plan, and its ability to continue as a going concern, is dependent upon its ability to obtain sufficient capital to fund its development activity and to ultimately transition from product development to production and marketing its products.

	Management plans to raise equity capital to finance the operating and capital requirements of the Company. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.

	These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

3.	Significant Accounting Policies and Recent Accounting Pronouncements

	*Estimates -* The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. Significant estimates in the financial statements include the valuation of deferred tax assets and valuation of stock-based compensation and fees.

	*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. There were no cash equivalents at October 31, 2013.

	*Accounts receivable and allowance for doubtful accounts -* Accounts receivables 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.

	*Software development costs -* Costs incurred in connection with the development of software products are accounted for in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 985 “Costs of Software to Be Sold, Leased or Marketed.” Costs incurred prior to the establishment of technological feasibility are charged to research and development expense. Software development costs are capitalized after a product is determined to be technologically feasible and is in the process of being developed for market but may be expensed if the Company is in the development stage. Amortization of capitalized software development costs begins upon initial product shipment. Capitalized software development costs are amortized over the estimated life of the related product (generally thirty-six months), using the straight-line method. The Company evaluates its software assets for impairment whenever events or change in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of software assets to be held and used is measured by a comparison of the carrying amount of the asset to the future net undiscounted cash flows expected to be generated by the asset. If such software assets are considered to be impaired, the impairment to be recognized is the excess of the carrying amount over the fair value of the software asset. During the period from October 4, 2013 (inception) to October 31, 2013, the Company did not capitalize any software development costs.

	*Revenue recognition –* The Company will recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company intends on generating revenue from three sources; sale of game applications, sale of advertising provided with games, and outsourced application development services.

	Revenue through October 31, 2013 includes only outsourced application development services recognized in accordance with ASC 605-28 "Milestone Method". The application development revenue totaling $58,500, will be earned upon attainment of five stipulated milestones over a four month period. The Company may bill for these services prior to attainment of the performance milestones. Revenues recognized under this arrangement from October 4, 2013 (inception) to October 31, 2013 were $5,000. Receipts in excess of revenue earned as of the balance sheet date are included in deferred revenue.

	*Stock-based compensation -* The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock options and other equity based compensation issued to employees. The Company accounts for non-employee share-based awards in accordance with ASC Topic 505-50.

	*Research and development -* Expenditures for research and product development costs are expensed as incurred.

	*Income taxes –* Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

5.	Income Taxes

	The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets consist of net operating loss carryforwards. The net deferred tax asset has been fully offset by a valuation allowance because of the Company's history of losses.

Current Tax Provision:
Taxable income	$	-
Total current tax provision	$	-

Deferred Tax Provision:
Loss carryforward	$	31,500
Less valuation allowance		(31,500	)
Total deferred tax provision	$	-

Deferred Tax Assets:
Net operating loss carryforward	$	31,500
Valuation Allowance		(31,500	)
Net Deferred Tax Asset	$	-



Item	Amount
SEC Registration Fee	$	118.34
Legal Fees and Expenses*	$	40,000
Accounting Fees and Expenses*	$	12,500
Miscellaneous*	$	5,000
Total*	$	57,618.34
*Estimated Figure

Exhibit 3	1 Articles of Incorporation
	2 Bylaws

Exhibit 4	1 Form of Subscription Agreement

Exhibit 5	1 Legal Opinion of Hamilton & Associates Law Group, P.A.

Exhibit 10	1 Agreement between David Lovatt and Pocket Games, Inc.
	2 Agreement between Elliot Polatoff and Pocket Games, Inc.
	3 Agreement between Yaakov Fulda and Pocket Games, Inc.

Exhibit 23	1 Consent of Salberg & Company. P.A.
	2 Consent of Hamilton & Associates Law Group, P.A. (included in Exhibit 5.1)

	i.	Any Preliminary Prospectus or Prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 419;
	ii.	Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
	iii.	The portion of any other free writing Prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
	iv.	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

	Pocket Games, Inc.

	By:	/s/ David Lovatt
		David Lovatt
		Chief Executive Officer and Director

NAME	TITLE	DATE

/s/ David Lovatt	President, Chief Executive Officer,	December 18, 2013
David Lovatt	Chief Financial Officer, Director

Very truly yours,

Hamilton & Associates Law Group, P. A.

By:	/s/ Brenda Lee Hamilton
	Brenda Lee Hamilton, Esquire
	Principal of Hamilton & Associates Law Group, P.A. For the Firm


Pocket Games, Inc.		Employee

Sign :	/s/ Elliott Polatoff	Sign :	/s/ David W. Lovatt
	By: Elliott Polatoff, Corporate Secretary
		Name: DAVID W. LOVATT