Form C-AR

United States
securities and exchange commission
Washington, D.C. 20549
Form C-AR
under the securities act of 1933

(Mark one.)

Name of issuer
ArtCraft Entertainment, Inc.
Legal status of issuer
Form
Corporation

Jurisdiction of Incorporation/Organization
Delaware

Date of organization
May 20, 2013
Physical address of issuer
815 A Brazos St #313, Austin, TX 78701
Website of issuer
www.crowfall.com
Current number of employees
31
Most recent fiscal year-endPrior fiscal year-end
Total Assets$855,863.00$741,827.00
Cash & Cash Equivalents$744,494.00$713,258.00
Accounts Receivable$0.00$0.00
Short-term Debt$0.00$0.00
Long-term Debt$0.00$0.00
Revenues/Sales$31,445.00$0.00
Cost of Goods Sold$0.00$0.00
Taxes Paid$0.00$0.00
Net Income-$3,488,790.00-$1,374,306.00

April 28, 2017

FORM C-AR

ArtCraft Entertainment, Inc.

This Form C-AR (including the cover page and all exhibits attached hereto, the "Form C- AR”) is being furnished by ArtCraft Entertainment, Inc., a Delaware Corporation (the "Company," as well as references to "we, " "us, " or "our") for the sole purpose of providing certain information about the company as required by the Securities and Exchange Commission ("SEC").

No federal or state securities commission or regulatory authority has passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the accuracy or completeness of any disclosure document or literature. The Company is filing this Form C-AR pursuant to Regulation CF (§ 227.100 et seq.) which requires that it must file a report with the Commission annually and post the report on its website at www.crowfall.com no later than 120 days after the end of each fiscal year covered by the report. The Company may terminate its reporting obligations in the future in accordance with Rule 202(b) of Regulation CF (§ 227.202(b)) by 1) being required to file reports under Section 13(a) or Section 15(d) of the Exchange Act of 1934, as amended, 2) filing at least one annual report pursuant to Regulation CF and having fewer than 300 holders of record, 3) filing annual reports for three years pursuant to Regulation CF and having assets equal to or less than $10,000,000, 4) the repurchase of all the Securities sold pursuant to Regulation CF by the Company or another party, including any payment in full of debt securities or any complete redemption of redeemable securities, or 5) the liquidation or dissolution of the Company in accordance with state law.

The date of this Form C-AR is April 28, 2017.

THIS FORM C-AR DOES NOT CONSTITUTE AN OFFER TO PURCHASE OR SELL SECURITIES.

Forward Looking Statement Disclosure

This Form C-AR and any documents incorporated by reference herein or therein contain forward-looking statements and are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this Form C-AR are forward-looking statements. Forward-looking statements give the Company's current reasonable expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "project," "plan," "intend," "believe," "may," "should," "can have," "likely" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

The forward-looking statements contained in this Form C-AR and any documents incorporated by reference herein or therein are based on reasonable assumptions the Company has made in light of its industry experience, perceptions of historical trends, current conditions, expected future developments and other factors it believes are appropriate under the circumstances. As you read and consider this Form C-AR, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond the Company's control) and assumptions. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect its actual operating and financial performance and cause its performance to differ materially from the performance anticipated in the forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect or change, the Company's actual operating and financial performance may vary in material respects from the performance projected in these forward- looking statements.

Any forward-looking statement made by the Company in this Form C-AR or any documents incorporated by reference herein or therein speaks only as of the date of this Form C- AR. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

Table of Contents

SUMMARY

The Business

The Business Plan

RISK FACTORS

Risks Related to the Company's Business and Industry

BUSINESS

Description of the Business

Business Plan

History of the Business

The Company's Products and/or Services

Competition

Supply Chain and Customer Base

Intellectual Property and Research and Development

Real Property

Governmental/Regulatory Approval and Compliance

Litigation

Other

DIRECTORS, OFFICERS AND EMPLOYEES

Directors

Officers

Control/Major Decisions

Employees

CAPITALIZATION AND OWNERSHIP

Capitalization

Ownership

FINANCIAL INFORMATION

Please see the financial information listed on the cover page of this Form C-AR and attached hereto in addition to the following information.

Operations

Liquidity and Capital Resources

Capital Expenditures and Other Obligations

Material Changes and Other Information

Trends and Uncertainties

Restrictions on Transfer

TRANSACTIONS WITH RELATED PERSONS AND CONFLICTS OF INTEREST

Related Person Transactions

Conflicts of Interest

OTHER INFORMATION

Bad Actor Disclosure

EXHIBITS

EXHIBIT A

About this Form C-AR

You should rely only on the information contained in this Form C-AR. We have not authorized anyone to provide you with information different from that contained in this Form C-AR. You should assume that the information contained in this Form C-AR is accurate only as of the date of this Form C-AR, regardless of the time of delivery of this Form C-AR. Our business, financial condition, results of operations, and prospects may have changed since that date. Statements contained herein as to the content of any agreements or other document are summaries and, therefore, are necessarily selective and incomplete and are qualified in their entirety by the actual agreements or other documents.

SUMMARY

The following summary is qualified in its entirety by more detailed information that may appear elsewhere in this Form C-AR and the Exhibits hereto.

ArtCraft Entertainment, Inc. (the "Company") is a Delaware Corporation, formed on May 20, 2013. The Company was formerly known as Art + Craft Entertainment, Inc.

The Company is located at 815 A Brazos St #313, Austin, TX 78701.

The Company's website is www.crowfall.com.

The information available on or through our website is not a part of this Form C-AR.

The Business

ArtCraft Entertainment Inc. is a developer and publisher of massively multiplayer online role playing games.

The Business Plan

Our company creates gaming environments that aggregate online communities. We call these “Community Engagement Games,” as they become significant lifestyle hobbies for our customers, far beyond simple distractions or casual entertainment.

RISK FACTORS

Risks Related to the Company's Business and Industry

We are a newly-created company, with limited operating history, and are creating our first product

The Company was formed in May 2013 and is creating its first product. Investment in the Company is highly speculative because it entails significant risk that we may never become commercially viable. We need to complete development of our product, and while the funds raised through this offering will be used to fund the development of our initial product (i.e., the game Crowfall®), we will require additional funding after this offering to complete the development and then launch our product. Once developed, we will need to transition from a company focused on development to a company that is also capable of successfully marketing, launching and operating the product. We may not be successful in such a transition.

As a new business, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors. We are subject to all of the risks that are commonplace among newly-formed businesses and should be considered as a startup business with significant risk that may face various difficulties typical for development stage companies. These may include, among others: relatively limited financial resources; developing new investment opportunities; delays in reaching projected goals and milestones; competition from larger, more established companies; and difficultly recruiting and retaining qualified employees and other personnel. The Company may encounter these and other difficulties in the future, some of which may be beyond its control. If the Company is unable to successfully address these difficulties as they arise, the Company’s future growth and earnings will be negatively affected. The Company cannot give assurance to prospective investors that its business model and plans will be successful or that it will successfully address any problems that may arise. There is substantial doubt about the ability of development stage companies continue as a going concern.

Our future revenue is unpredictable and is based upon a single initial game that is currently under development.

We cannot guarantee that Crowfall or any future products will be successfully developed or that our products will be profitable. Our business is speculative and dependent upon the acceptance of our products and the effectiveness of our marketing program to convince players to choose our products. We cannot assure that consumers will accept our products or that we will earn any revenues or profit. Investors may lose their entire investment. In addition, there is a substantial risk that we may not receive sufficient funding after this offering to complete the development of our initial game. It is also difficult to accurately forecast our revenues and operating results, and they may fluctuate in the future due to a number of factors. These factors include, but are not limited to, player acceptance of our games, competition from other market participants, and adverse changes in general economic, industry and regulatory conditions and requirements.

The loss of key personnel, or the inability to attract talent, could adversely impact our business.

Our success is largely dependent on the retention of certain key personnel, including, but not limited to, our Chief Executive Officer and member of the board of directors, J. Todd Coleman, and our President and member of the board of directors, Conrad Gordon Walton Jr. Our success is also dependent on the retention of certain of key team members focused on the design, development, engineering and/or production of the product. The loss of services of one or more of any of these key personnel members from our Company could adversely affect our business, projected sales, revenue and prospects. Our success is also dependent on our ability to hire and retain other key team members to assist in, among other things, the production, development and operations of the product. Competition for qualified personnel in the gaming industry is high, and we may have difficulty in hiring and/or retaining necessary personnel for a variety of reasons, including, without limitation, such competitive nature

We face significant market competition from larger competitors

While many new products are regularly introduced in our industry, it is increasingly difficult to produce high-quality products and to predict, prior to completing product development, what products will succeed. Competitors often develop products that could replicate or compete with products of competitors, which in turn hinders growth of a customer base and profitability. Products published by our competitors may take a larger share of players spending than anticipated, which could cause our product sales to fall below expectations. Players may lose interest in our product. If our competitors develop more successful products and/or offer competitive products at lower prices, our revenues, margins and profitability could be impaired. Our competitors include very large corporations with significantly greater financial, marketing and product development resources than we have. The availability of significant financial resources is a major competitive factor in the production of high-quality products and in the marketing of products that are ultimately well-received. Our larger competitors may be able to leverage their greater financial, technical, personnel, and other resources to finance larger budgets for development and marketing, and make higher offers to licensors and developers for commercially desirable properties as well as adopt more aggressive pricing policies to develop more commercially successful products. In addition, larger competitors may have greater leverage with distributors, retailers and other players.

If our game does not function as players expect, it may have a negative impact on our business and model.

If our initial product does not function as players expect, our projected sales may suffer and it may negatively impact our business. Re-developing the product to satisfy players could adversely impact the product and disappoint consumers. Additionally, if players do not find our product compelling, our projected revenue and sales will lower and negatively impact our business.

Our players may choose other games and/or other forms of entertainment, and if players do not find our game compelling then our projected revenue will decline.

Our player base will drive our revenue and success. The gaming industry is a highly speculative and competitive industry, and players may be critical of our product or business practices for a wide variety of reasons. If players choose other products and/or other forms of entertainment (whether by any action or inaction of our company or our product), our projected revenue and business will decline. In addition, if our product does not function as players anticipate, if players find products that are more satisfying from their perspective, and/or if players do not find our product entertaining or compelling to their satisfaction, players may choose other products (or otherwise elect to just not use our product), which would have a negative impact on our business. Many of these factors are subjective and outside of the Company’s control.

The game may have a short lifecycle and fail to generate significant revenues.

The video game industry is characterized by short product lifecycles and the frequent introduction of new games. Many products do not achieve sustained market acceptance or do not generate a sufficient level of sales to offset the costs associated with product development and distribution. A significant percentage of the sales of new products generally occurs within a relatively short period following the release of a game. Any competitive, financial, technological or other factor which delays or impairs the ability to introduce and sell games could adversely affect our operating results.

Investors may suffer potential loss or dissolution and termination.

In the event of a dissolution or termination of the Company, the proceeds realized from the liquidation of assets, if any, will be distributed in the priority established by applicable law, but only after the satisfaction of claims of creditors. Accordingly, the ability of an investor to recover all or any portion of its investment under such circumstances will depend on the amount of funds realized and claims to be satisfied therefrom.

Actual results may vary from any projection we present.

We may provide certain projected results of operations to prospective investors in connection with this offering. Projections are hypothetical and based upon present factors thought by management to influence our operations. Projections do not, and cannot, take into account such factors as market fluctuations, unforeseeable events such as natural disasters, the terms and conditions of any possible financing, and other possible occurrences that are beyond our ability to control or even to predict. While management believes that the projections reflect the possible outcome of our operation and performance, results depicted in the projections cannot be guaranteed.

If general economic conditions decline, demand for our product could decline.

Our product will involve discretionary spending on the part of consumers. Consumers are generally more willing to make discretionary purchases, including purchases of a product like ours, during periods in which favorable economic conditions prevail. As a result, our product will be sensitive to general economic conditions and economic cycles. A reduction or shift in domestic or international consumer spending could result in an increase in our selling and promotional expenses in an effort to offset that reduction, and could have a material adverse effect on our business, financial condition, results of operations, profitability, cash flows and liquidity.

Our operating costs and unpredictable.

In addition to general economic conditions and market fluctuations, significant operating cost increases could adversely affect us due to numerous factors, many of which are beyond our control. Increases in operating costs for the Company or the product would likely negatively impact our operating income, and could result in substantially decreased earnings or a loss from operations.

If we issue additional shares of our stock, stockholders may experience dilution in their ownership of our company.

We have the right to raise additional capital or incur borrowings from third parties to finance our business. In the future we may issue more shares of our common stock or preferred stock. Consequently, stockholders may experience more dilution in their ownership of us in the future.

Certain future distribution relationships have not been established.

The Company has established and will establish certain relationships with others, which may include publishing, marketing or distribution partners in certain geographic territories or for certain game platforms. We will need to maintain such relationships and, in some cases, establish new ones or replace existing ones. There will be several agreements and documents that remain to be negotiated, executed, and implemented with respect to certain aspects of our planned operations. In some cases, the parties with whom we would need to establish a relationship may not yet be identified. If we are unable to enter into these agreements or relationships on satisfactory terms, our operations could be delayed or curtailed, expenses could be increased, and profitability and the likelihood of returns to any or all of our stockholders could be adversely affected.

There is no public market for the securities and you will have to hold your securities indefinitely, subject only to a private sale to a qualified counterparty that is exempt from registration, or a registration of your securities, or a sale of the business.

Currently, there is no public or other trading market for our securities and there is no current intent to create a public market for our securities. Further, there can be no assurance that we will be able to facilitate a private sale of your securities or that any other market will develop. Thus, there can be no assurance that you will be able to liquidate your investment in case of an emergency or if you otherwise desire to do so. Investment in our Company is of a long-term nature. Accordingly, purchasers of securities will bear the economic risk of investment for an indefinite period of time.

Our buy-to-play business model may not be accepted by the market.

Our buy-to-play business model has not been adequately tested in the market, and if the model is not accepted by the market, our business and projected revenue and sales will be negatively impacted. We believe that the buy-to-play business model will be accepted, but cannot confidentially predict the market acceptance for a variety of reasons, including, without limitation, the rise and use of the free-to-play business model in the market. Our buy-to-play business model also depends on sales of subscriptions and digital items, and our results will be materially impacted if we cannot execute on this model.

Marketing costs are volatile and can impact our growth and profitability.

Marketing of our product and our Company can be done through a variety of outlets, and part of the success of our product may depend on such marketing efforts. However, it is difficult to predict which marketing efforts will resonate with certain players. Due to the volatile nature of marketing costs and the potential need to explore a variety of marketing efforts, we may need to use additional funds for marketing that could impact growth and projected profitability.

We may experience significant revenue fluctuations due to a variety of factors.

We may experience significant fluctuations in sales of the product due to a variety of factors, including the timing of the release of the product, the popularity of the product, the timing of customer purchases, fluctuations in the size and rate of growth of consumer demand for the product, and the accuracy of forecasts of consumer demand. Our expectations of future game revenue are based on certain assumptions and projections, and our operating results will be disproportionately and adversely affected by a failure of the product to meet sales expectations. There can be no assurance that we can maintain consistent revenue, and any significant fluctuations in revenue may reduce the value of your investment.

If the product contains defects, the product’s and our reputation could be harmed and revenue would be adversely affected.

The product will be an extremely complex software program, and is difficult to develop. While we have quality controls in place to detect defects, these quality controls will be subject to human error, overriding, and reasonable resource constraints. Therefore, these quality controls and preventative measures may not be effective in detecting defects in the product before it is released into the marketplace. In such an event, that could significantly harm the business and operating results of the Company and ultimately reduce the value your investment.

The video game industry is subject to increasing regulation of content, consumer privacy, and distribution.

Non-compliance with laws and regulations could materially adversely affect our business.

The video game industry is subject to increasing regulation of content, consumer privacy, distribution and online hosting and delivery in the various countries where the Company intends to distribute the product. Such regulation could harm our business by limiting the size of the potential market for the product and by requiring additional differentiation between products for different countries to address varying regulations. If we and our advisors do not successfully respond to these regulations, sales may decrease and our business may suffer. Generally, any failure of the Company to comply with laws and regulatory requirements applicable to our business may, among other things, limit our ability to generate revenue, and, in addition, could subject us to higher costs, damages, class action lawsuits, administrative enforcement actions, and civil and criminal liability.

If the product infringes on the intellectual property rights of others, costly litigation would negatively affect sales and our business may suffer.

Some of the images and other content in the product may inadvertently infringe upon the intellectual property rights of others. Although we will make efforts to ensure that the product does not violate the intellectual property rights of others, it is possible that third parties still may claim infringement. Infringement claims against us, whether valid or not, may be time consuming and expensive to defend. Such claims or litigations could require us to stop development, stop selling a game, redesign the product or require us to obtain a license such intellectual property, all of which would be costly and may increase costs and/or negatively affect revenues received by the Company and the value of your investment. We cannot be certain that a game will not infringe on issued trademarks, patents, and copyright rights of others. We may be subject to legal proceedings and claims from time to time in our ordinary course of business arising out of intellectual property rights of others. These legal proceedings can be very costly, and thus can negatively affect the results of our operations.

If consumers move away from the platform or platforms our games are distributed on, our growth and revenue would be materially affected.

Our first product will be delivered on the personal computer (“PC”) platform, and there is a possibility that it may be delivered on console platforms in the future. If consumers begin to migrate to other platforms, such as mobile and/or tablet devices, and the installed base of the platform(s) on which we have delivered our product(s) loses momentum, our revenue and growth opportunities will be directly and materially affected.

There can be no assurance that we will develop the game on our projected timeline or at all, or that the product will function as intended once developed.

There can be no assurance that we can develop Crowfall to be a saleable or successful game. Investors must consider that we may not be able to create a game that we can effectively distribute or market. There can be no assurance that we will be able to develop the product on time or at all, or that the product will function as intended once developed. Additionally, if we become subject to bankruptcy or a similar proceeding or lose our ability to attract and retain qualified personnel, we may not be able to sustain operations, complete development of the product or may develop a product that fails to attract consumers, and consequently our business will be materially adversely affected, as will the value of your investment.

In addition to the risks listed above, businesses are often subject to risks not foreseen or fully appreciated by the management. It is not possible to foresee all risks that may affect us. Moreover, we cannot predict whether we will successfully effectuate our current business plan. Investors are encouraged to carefully analyze the risks and merits of an investment in our securities and should take into consideration when making such analysis, among other, the Risk Factors discussed above.

BUSINESS

Description of the Business

ArtCraft Entertainment Inc. is a developer and publisher of massively multiplayer online role playing games.

Business Plan

The Company's goal is to build up Crowfall’s sales and momentum and then leverage that success to become a world-wide publisher and developer of other “community engagement” (team oriented) titles. We will partner with publishing/distribution companies in some overseas markets to better exploit these markets though local service and support.

History of the Business

The Company was founded by Jeffrey Todd Coleman and Conrad Gordon Walton, Jr. in 2013 for the purpose of developing and publishing community engagement games.

The Company converted from a subchapter S-Corporation to a C-Corporation for tax purposes effective on May 31, 2014. Accordingly, all earnings and losses prior to the conversion passed through to the ownership and were not taxable to the Company.

The Company's Products and/or Services

Product / ServiceDescriptionCurrent Market
Crowfall Game ServiceA massively multiplayer game service that allows near 24x7x365 access to an online game and the community elements around the game.Worldwide via internet

Crowfall is a PC-based massively multiplayer online role playing game that is currently in development. Proceeds from the offering will be used for further development of the game. 100% of the proceeds of the offering will be used to develop and market Crowfall.

The Company does not currently have any product in public distribution. Crowfall is in pre- release testing through the internet for customers who back the product through crowdfunding.

Competition

The Company's primary competitors are other video game publishers and developers, particularly those who produce massively multiplayer online (MMO) titles.

We operate in a highly competitive and rapidly changing global marketplace and compete with a variety of organizations that offer services competitive with those we offer. We believe that the principal competitive factors in the industries in which we compete include: skills and capabilities of people; technical and industry expertise; innovative service and product offerings; ability to add business value and improve performance; reputation and client references; contractual terms, including competitive pricing; ability to deliver results reliably and on a timely basis; scope of services; service delivery approach; quality of services and solutions; availability of appropriate resources; and global and scale, including level of presence in key emerging markets.

Supply Chain and Customer Base

Our most important asset is our people. One of our key goals is to have the best talent, with highly specialized skills, at the right levels in the right locations, to enhance our products' differentiation and competitiveness.

The Company currently has over 33,000 customers who have pre-ordered the game and/or additional game rewards through consumer crowdfunding. Our target market includes video game enthusiasts, particularly those who play massively multiplayer online role-playing games (MMORPGs).

Intellectual Property and Research and Development

Trademarks

Application or Registration #Goods / ServicesMarkFile DateRegistration DateCountry
4,871,674Computer game software and others CrowfallSeptember 17, 2014December 15, 2015 United States of America

The Company expensed $3,047,073 and $1,142,643 of costs related to the development of its game software during the years ended December 31, 2015 and 2014, respectively, to research and development

Real Property

The Company owns or leases the following real property

Property AddressOwn or LeaseDescription
withheld for security reasonsLeaseIn December of 2015, the Company entered into a lease agreement for office space to commence March 1, 2016 and continue for a 39 month term ending May 31, 2019. Rent payments escalate annually, ranging from $6,828 to $7,397 per month. A deposit of $11,532 was paid on this lease agreement.

Governmental/Regulatory Approval and Compliance

The video game industry is subject to increasing regulation of content, consumer privacy, and distribution. Non-compliance with laws and regulations could materially adversely affect our business. The video game industry is subject to increasing regulation of content, consumer privacy, distribution and online hosting and delivery in the various countries where the Company intends to distribute the product. Such regulation could harm our business by limiting the size of the potential market for the product and by requiring additional differentiation between products for different countries to address varying regulations. If our Company and our advisors do not successfully respond to these regulations, sales may decrease and our business may suffer. Generally, any failure of the Company to comply with laws and regulatory requirements applicable to our business may, among other things, limit our ability to generate revenue, and, in addition, could subject us to higher costs, damages, class action lawsuits, administrative enforcement actions, and civil and criminal liability.

Our business does not have a direct environmental impact.

Litigation

None

Other

The Company's principal address is 815 A Brazos St #313, Austin, TX 78701

The Company conducts business in Texas.

DIRECTORS, OFFICERS AND EMPLOYEES

Directors

The directors or managers of the Company are listed below along with all positions and offices held at the Company and their principal occupation and employment responsibilities for the past three (3) years and their educational background and qualifications.

Name

Conrad Gordon Walton, Jr

All positions and offices held with the Company and date such position(s) was held with start and ending dates

President, May 2013 - Present

Principal occupation and employment responsibilities during at least the last three (3) years with start and ending dates

Being employed as the President of the Company has been his full-time, principal occupation for the last three (3) years.

Education

Texas A&M University - B.S. in Computer Science


Name

Xiao Hong

All positions and offices held with the Company and date such position(s) was held with start and ending dates

Director, June 2014 - Present

Principal occupation and employment responsibilities during at least the last three (3) years with start and ending dates

Chief Executive Officer, Perfect World Group, August 2013 - Present

Education

Tsinghua University - B.S. Physics University of Southern California - Ph.D Engineering


Name

Jeffrey Todd Coleman

All positions and offices held with the Company and date such position(s) was held with start and ending dates

Chief Executive Officer, May 2013 - Present Secretary, May 2013 - Present

Principal occupation and employment responsibilities during at least the last three (3) years with start and ending dates

Being employed as the Chief Executive Officer of the Company has been his full-time, principal occupation for the last three (3) years.

Education

Texas Christian University (TCU) - BBA in Management, Minor in Computer Science, Minor in Religious Studies


Officers

The officers of the Company are listed below along with all positions and offices held at the Company and their principal occupation and employment responsibilities for the past three (3) years and their educational background and qualifications.

Name

Conrad Gordon Walton Jr.

All positions and offices held with the Company and date such position(s) was held with start and ending dates

President, May 2013 - Present

Principal occupation and employment responsibilities during at least the last three (3) years with start and ending dates

Being employed as the President of the Company has been his full-time, principal occupation for the last three (3) years.

Education

Texas A&M University - B.S. in Computer Science


Name

Jeffrey Todd Coleman

All positions and offices held with the Company and date such position(s) was held with start and ending dates

Chief Executive Officer, May 2013 - Present Secretary, May 2013 - Present

Principal occupation and employment responsibilities during at least the last three (3) years with start and ending dates

Being employed as the Chief Executive Officer of the Company has been his full-time, principal occupation for the last three (3) years.

Education

Texas Christian University (TCU) - BBA in Management, Minor in Computer Science, Minor in Religious Studies


Control/Major Decisions

The table below sets forth who can make the following major decisions with respect to the Company on behalf of the Company:

DecisionPerson/Entity
**Issuance of additional securities** Board of Directors
**Incurrence of indebtedness**Board of Directors
**Sale of property, interests or assets of the Company**Board of Directors
**Determination of the budget** Board of Directors
**Determination of business strategy**Board of Directors
**Dissolution of liquidation of the Company**Board of Directors and Shareholders
**_Indemnification_** Indemnification is authorized by the Company to directors, officers or controlling persons acting in their professional capacity pursuant to Delaware law. Indemnification includes expenses such as attorney's fees and, in certain circumstances, judgments, fines and settlement amounts actually paid or incurred in connection with actual or threatened actions, suits or proceedings involving such person, except in certain circumstances where a person is adjudged to be guilty of gross negligence or willful misconduct, unless a court of competent jurisdiction determines that such indemnification is fair and reasonable under the circumstances. **Employees** The Company currently has 33 employees in Texas / United States of America. ### CAPITALIZATION AND OWNERSHIP **Capitalization** The Company has issued the following outstanding securities:
Type of security Common Stock
**Amount outstanding**10,423,777
**Voting Rights**The holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders (and written actions in lieu of meetings). Holders of record of the Company's common stock are entitled to elect directors as described in the Board Composition.
**Anti-Dilution Rights**
**How this security may limit, dilute or qualify the Notes/Bonds issued pursuant to Regulation CF**
**Percentage ownership of the company by 50.2% holders of Common Stock (assuming conversion if convertible securities)**50.2%
Type of securitySeries Seed Preferred Stock
**Amount outstanding** 4,304,354
**Voting Rights**Holders of Preferred Stock shall vote together with the holders of Common Stock as a single class on an as-converted basis, shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock.
**Anti-Dilution Rights**
**How this security may limit, dilute or qualify the Notes/Bonds issued pursuant to Regulation CF**
**Percentage ownership of the company by holders of the Series Seed Preferred Stock (assuming conversion if convertible securities)**20.7%
Type of securitySeries Seed-1 Preferred Stock
**Amount outstanding**2,000,000
**Voting Rights**Holders of Preferred Stock shall vote together with the holders of Common Stock as a single class on an as-converted basis, shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock.
**Anti-Dilution Rights**
**How this security may limit, dilute or qualify the Notes/Bonds issued pursuant to Regulation CF**
**Percentage ownership of the company by holders of the Series Seed-1 Preferred Stock (assuming conversion if convertible securities)**9.6%
Type of securitySeries Seed-2 Preferred Stock
**Amount outstanding**586,273
**Voting Rights**Holders of Preferred Stock shall vote together with the holders of Common Stock as a single class on an as-converted basis, shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock.
**Anti-Dilution Rights**
**How this security may limit, dilute or qualify the Notes/Bonds issued pursuant to Regulation CF**
**Percentage ownership of the company by holders of the Series Seed-2 Preferred Stock (assuming conversion if convertible securities)** 2.8%
Securities issued pursuant to Regulation CF
Type of security Series Seed-3 Preferred Stock
**Amount outstanding**549,626
**Voting Rights**Holders of Preferred Stock shall vote together with the holders of Common Stock as a single class on an as-converted basis, shall have full voting rights and powers equal to the voting rights and powers of the holders of Common Stock.
**Anti-Dilution Rights**
**Percentage ownership of the company by holders of the Series Seed-3 Preferred Stock (assuming conversion if convertible securities)** 2.6%
Type of securityEmployee Option Pool - Issued Options
**Amount outstanding**1,259,423
**Voting Rights**Holders of options have no voting rights unless and until such options are exercised for shares of common stock.
**Anti-Dilution Rights**
**How this security may limit, dilute or qualify the Notes/Bonds issued pursuant to Regulation CF**
**Percentage ownership of the company by holders of the Issued Options**6.1%
The Company has the following debt outstanding: The Company has issued three convertible promissory notes that have an aggregate principal amount of $1,099,998.36, each such note contains an interest rate of 2.00% per annum and each such note has a maturity date of December 31, 2017. The total amount of outstanding debt of the company is $1,103,582.61, which is comprised of the outstanding amounts under the foregoing convertible promissory notes and two short-term notes issued to Jeffrey Todd Coleman and Conrad Gordon Walton, Jr., which contain outstanding amounts owed of $2,158.64 and $1,425.61, respectively. The Company has conducted the following prior securities offerings in the past three years:
Security TypeNumber SoldMoney RaisedUse of ProceedsOffering DateExemption from Registration Used or Public Offering
Series Seed Preferred Stock4,304,354$2,354,921.00Product development and other general corporate purposes.June 24, 2014Rule 506(b)
Series Seed-1 Preferred Stock2,000,000$2,085,400.00Product development and other general corporate purposes.May 21, 2015Rule 506(b)
Series Seed-2 Preferred Stock586,273$611,352.00Product development and other general corporate purposes.November 7, 2016 Rule 506(b)
Series Seed-3 Preferred Stock 549,626$613,342.08Product development and other general corporate purposes. November 15, 2016 Regulation CF
**Ownership** A majority of the Company is owned by a few people. Those people are Jeffrey Todd Coleman (Todd Coleman) and Conrad Gordon Walton Jr. (Gordon Walton). Below the beneficial owners of 20% percent or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, are listed along with the amount they own.
NamePercentage Owned
Jeffrey Todd Coleman41.23%
(1) The above includes 434,783 Series Seed Preferred Stock held by Mr. Coleman, which are convertible into 434,783 Common Stock within 60 days ### FINANCIAL INFORMATION **Please see the financial information listed on the cover page of this Form C-AR and attached hereto in addition to the following information.** **Operations** The Company believes that prior earnings and cash flows are not indicative of future earnings and cash flows because their first product, Crowfall, has not been released. The Company does not expect to achieve profitability in the next 12 months and intends to focus on the following milestones: 1) Launch first product, Crowfall 2) Build team and develop vision to begin pre-production of next title after Crowfall The Company currently requires ~$330,000 in gross expenses offset by approximately $50,000 to $150,000 of incoming revenue a month to sustain operations. **Liquidity and Capital Resources** On or about January 17, 2017 the Company closed an offering pursuant to Regulation CF and raised an amount of actual total gross proceeds (prior to payment of any commissions) of $613,342.08. The Company will require additional funding in excess of the proceeds from the Regulation CF Offering in order to sustain operations for the 12 months following that offering. The Company’s primary sources of capital are proceeds from that offering, other sales of equity or debt securities, and licensing fees. **Capital Expenditures and Other Obligations** The Company has made the following material capital expenditures in the past two years: Personal computers for the staff, some limited furniture and some server and network machines for the office. The Company does not intend to make any material capital expenditures in the future. The Company has a 3 year lease for its current office space, that currently costs $11,228.49 per month running from March 2016 through June 2019. **Material Changes and Other Information Trends and Uncertainties** After reviewing the above discussion of the steps the Company intends to take, Investors should consider whether achievement of each step within the estimated time frame is realistic in their judgement. Investors should also assess the consequences to the Company of any delays in taking these steps and whether the Company will need additional financing to accomplish them. The financial statements are an important part of this Form C-AR and should be reviewed in their entirety. The financial statements of the Company are attached hereto as Exhibit A. **Restrictions on Transfer** Any securities sold pursuant to Regulation CF being offered may not be transferred by any purchaser of such Securities during the one-year holding period beginning when the Securities were issued, unless such securities were transferred: 1) to the Company, 2) to an accredited investor, as defined by Rule 501(d) of Regulation D of the Securities Act of 1933, as amended, 3) as part of an offering registered with the SEC or 4) to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a family member of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstances. "Member of the family" as used herein means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse or spousal equivalent, sibling, mother/father/daughter/son/sister/brother-in-law, and includes adoptive relationships. Remember that although you may legally be able to transfer the Securities, you may not be able to find another party willing to purchase them. ### TRANSACTIONS WITH RELATED PERSONS AND CONFLICTS OF INTEREST **Related Person Transactions** From time to time the Company may engage in transactions with related persons. Related persons are defined as any director or officer of the Company; any person who is the beneficial owner of 10 percent or more of the Company's outstanding voting equity securities, calculated on the basis of voting power; any promoter of the Company; any immediate family member of any of the foregoing persons or an entity controlled by any such person or persons. The Company has conducted the following transactions with related persons: _Securities_
**Related Person/Entity**Gordon Walton Jr.
**Relationship to the Company**Director, President and significant stockholder.
**Total amount of money involved**$10,000.00
**Description of the transaction**Purchase of shares of Series Seed-2 Preferred Stock.
### OTHER INFORMATION The Company has not failed to comply with the ongoing reporting requirements of Regulation CF § 227.202 in the past. Bad Actor Disclosure None ### SIGNATURE Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100 et seq.), the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form C-AR and has duly caused this Form to be signed on its behalf by the duly authorized undersigned. The issuer also certifies that the attached financial statements are true and complete in all material respects.
/s/ J. Todd Coleman (Signature) Jeffrey Todd Coleman(Issuer) Chief Executive Officer & Secretary(Title)
Pursuant to the requirements of Sections 4(a)(6) and 4A of the Securities Act of 1933 and Regulation Crowdfunding (§ 227.100 et seq.), this Form C-AR has been signed by the following persons in the capacities and on the dates indicated.
/s/ J. Todd Coleman (Signature) Jeffrey Todd Coleman(Name) CEO(Title) April 28, 2017(Date)
**_Instructions._** 1. The form shall be signed by the issuer, its principal executive officer or officers, its principal financial officer, its controller or principal accounting officer and at least a majority of the board of directors or persons performing similar functions. 2. The name of each person signing the form shall be typed or printed beneath the signature. Intentional misstatements or omissions of facts constitute federal criminal violations. See 18 U.S.C. 1001. ### EXHIBITS
Exhibit A
Financial Statements
### EXHIBIT A _Financial Statements_
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