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EX-32.2 - EXHIBIT322 - SATYA WORLDWIDE, INC.exhibit322.htm
EX-32.1 - EXHIBIT321 - SATYA WORLDWIDE, INC.exhibit321.htm
EX-31.2 - EXHIBIT312 - SATYA WORLDWIDE, INC.exhibit312.htm
EX-31.1 - EXHIBIT311 - SATYA WORLDWIDE, INC.exhibit311.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period March 31, 2016
 
OR
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________ to ___________
 
Commission file number 0-55255
 
____________________________

 
SATYA WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
 
Florida
 
46-0636099
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)

90311 Overseas Highway
Tavernier, Florida
 
33070
(Address of principal executive offices)
 
(Zip Code)
 
(786) 259-0024
(Issuer's telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No 

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):
 
Large accelerated filer                                                   Accelerated filer                             
Non-accelerated filer                                                     Smaller reporting company            
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No  
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
 
Class
 
Outstanding at March 15, 2017
 
 
 
Common Stock, par value $.0001 per share
 
60,500,000 shares
 
 
 
 
 
 

 
 
SATYA WORLDWIDE, INC.
 
TABLE OF CONTENTS
 

 
PAGE
 
 
3
 
 
Item 1.        Financial Statements (unaudited)
3
 
 
3
 
 
4
 
 
5
 
 
6 to 7
 
 
8
 
 
10
 
 
Item 4.        Controls and Procedures
10
 
 
13
 
 
Item 1.        Legal Proceedings
13
 
 
13
 
 
Item 3.        Defaults Upon Senior Securities
13
 
 
Item 4.        Mine Safety Disclosures
13
 
 
Item 5.        Other Information
14
 
 
Item  6.       Exhibits
14
 
 
15
 
 
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT
 
 
 
 
 
 
 
 
PART I  FINANCIAL INFORMATION

Item 1.  Financial Statements

SATYA WORLDWIDE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Expressed in United States dollars)
 
 
 
   
March 31,
   
December 31
 
   
2016
   
2015
 
ASSETS
           
CURRENT ASSETS:
 
$
     
$
   
CASH AND CASH EQUIVALENTS
   
-
     
3,234
 
TOTAL CURRENT ASSETS
   
-
     
3,234
 
                 
PROPERTY AND EQUIPMENT
   
-
     
-
 
OTHER ASSETS
   
-
     
-
 
INTANGIBLE ASSETS
   
-
     
-
 
TOTAL ASSETS
   
-
   
$
3,234
 
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
               
                 
CURRENT LIABILITIES:
               
ACCOUNT PAYABLE AND ACCRUED LIABILITIES
 
$
11,186
   
$
46,186
 
TOTAL CURRENT LIABILITIES
   
11,186
     
46,186
 
                 
TOTAL LIABILITIES
   
11,186
     
46,186
 
                 
COMMITMENTS
               
                 
STOCKHOLDERS' EQUITY (DEFICIENCY)
               
                 
Preferred Stock: 20,000,000 Authorized par value $.001; none issued and outstanding.
   
-
     
-
 
                 
Common Stock : 280,000,000, par value $.0001 authorized,  34,700,000 shares issued and 33,000,000 outstanding at March 31, 2016; 13,972,350 issued and 12,272,350 outstanding at December 31, 2015
   
3,470
     
1,397
 
                 
Additional Paid In Capital
   
182,242
     
59,234
 
Accumulated Deficit
    (195,888 )     (102,573 )
Less: Treasury stock, at cost (1,700,000 shares Repurchased)
    (1,010 )     (1,010 )
Total equity (deficiency)
   
(11,186
)
   
42,952
 
                 
Total liabilities and equity (deficiency)
 
$
-
   
$
(3,234
)

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


 
 
 
 
SATYA WORLDWIDE, INC. AND SUBSIDIARY
CONSOLIDATED  STATEMENTS OF OPERATIONS
(Unaudited)
(Expressed in United States dollars)
 
 
 
 
   
March 31,
   
March 31,
 
   
2016
   
2015
 
             
SALES
 
$
-
   
$
20
 
                 
OPERATING EXPENSES
               
GENERAL AND ADMINISTRATIVE
   
93,315
     
18,720
 
DEPRECIATION AND AMORTIZATION
   
0
     
202
 
                 
TOTAL OPERATING EXPENSES
   
93,315
     
19,922
 
                 
LOSS FROM OPERATIONS
   
93,315
     
18,902
 
                 
NET LOSS
 
$
(93,315
)
 
$
(18,902
)
                 
WEIGHTED AVERAGE SHARES OUTSTANDING
   
31,633,342
     
12,358,115
 
                 
EARNINGS PER SHARE
   
(.00
)
   
(.00
)
                 

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




 
 
 
 
SATYA WORLDWIDE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Expressed in United States dollars)
 
 
 
   
March 31,
2016
   
March 31,
2015
 
             
CASH FLOWS FROM OPERATING ACTIVITIES
           
Net Loss
 
$
(93,315
)
 
$
(18,902
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation
   
-
     
139
 
      Amortization
   
--
     
62
 
Changes in operating liabilities
               
Accounts payable and accrued liabilities
   
(35,000
)
   
(6,930
)
Other assets
    -       -  
Net cash provided by (used in) operating activities
   
(128,315
)
   
(25,631
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES
               
Deposits
   
-
     
-
 
Capitalization of intangible assets
   
-
     
-
 
Acquisition of property and equipment
   
-
     
-
 
                 
Net cash used in investing activities
   
0
     
0
 
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
     Decrease in refundable subscription payable
   
-
     
(3,184
)
Redemption of shares
   
(201,919
)
   
-
 
Proceeds from sale of common stock
   
327,000
     
21,751
 
Net cash provided by financing activities
   
125,081
     
18,567
 
                 
                 
                 
Net decrease in cash, and cash equivalents, during the period
   
(3,234
)
   
(7,064
)
                 
Cash, and cash equivalents, beginning of period
   
3,234
     
27,888
 
                 
Cash, and cash equivalents, end of period
 
$
0
   
$
20,824
 
                 
Supplemental disclosures of cash flow information
               
Cash paid for taxes
 
$
-
   
$
-
 
Cash paid for interest
 
$
-
   
$
-
 


The accompanying notes are an integral part of these unaudited consolidated financial statements.
 
 
 
 
 
 
 
 
SATYA WORLDWIDE, INC. AND SUBSIDIARY
NOTES TO UNAUDITED FINANCIAL STATEMENTS

MARCH 31, 2016


NOTE 1 – BASIS OF PRESENTATION

The accompanying unaudited interim financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information, but do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.  The audited financial statements for the years ended December 31, 2015 and 2014 are included in the Annual Report on Form 10-K of Satya Worldwide, Inc. which was filed on March 7, 2017, with the Securities and Exchange Commission and are hereby referenced.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three month period ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016.


NOTE 2 - DESCRIPTION OF BUSINESS

Satya Worldwide, Inc. (the "Company", "we", "us", "our") until January 5, 2016 provided digital book ("eBook") distribution services ("ePublishing") services to authors, poets, memoirists and publishers for distributing their eBooks to online bookstores, book conversion, editing, book cover design and ISBN number administration.  Satya Worldwide, Inc. was incorporated under the laws of the State of Florida on March 26, 2012, commencing business as a development stage company.  As of May 2016, we have refocused our business to developing fantasy sports entertainment products.
 

NOTE 3 – GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations.  These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management's Plan to Continue as a Going Concern
 
Our ability to continue as a going concern is dependent upon our ability to generate profitable business operations in the future and/or obtaining the necessary financing to meet our obligations and repay our liabilities. To date, we have operated at a loss and remained in business through the issuance of shares of our common stock and generating revenues from our business activities.  Management's plan to continue as a going concern is based on us obtaining additional capital resources through the sale of our securities and/or loans on an as needed basis.  The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described above and eventually attaining profitable operations.
 
 
 
 
 
 
 

Since its inception, the Company has been dependent upon the receipt of capital investment to fund its continuing activities.  In addition to the normal risks associated with a new business venture, there can be no assurance that the Company's business plan will be successfully executed. Our ability to execute our business plan will depend on our ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained.  Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable.
 

NOTE 4- EQUITY TRANSACTIONS

In January 2016, we issued 30,000,000 shares of our common stock to an investor for a total purchase price of $327,000. The stock purchase represented a change of control of the Company since the purchaser, Nuvolari Limited, a Gibraltar corporation, obtained voting control of the Company.

In January 2016, we redeemed 9,272,350 shares of our common stock from Brisance Capital, our former majority stockholder, for a total redemption price of $201,919.

 
NOTE 5 – SUBSEQUENT EVENTS

On May 24, 2016, we acquired 100% of Global Fantasy Sports, Inc. a Florida corporation ("GFS"), making GFS a wholly-owned subsidiary of the Company.  In consideration for the acquisition, we issued the stockholders of GFS a total of 27,000,000 newly issued shares of our common stock. Prior to the acquisition, the majority stockholder of GFS was our Chief Executive Officer. The transaction will be accounted for as a reverse acquisition.
 

 
 
 
 
 
 
 
 

 









Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our consolidated financial statements, including the notes thereto, appearing in this report and are hereby referenced.  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 such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report.  We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

These forward-looking statements are based on our management's current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations.  You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur.  You can identify a forward-looking statement by the use of the forward-terminology, including words such as "may", "will", "believes", "anticipates", "estimates", "expects", "continues", "should", "seeks", "intends", "plans", and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology.  These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers;  and, our ability to maintain a level of investment that is required to remain competitive.  Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.

Overview
 
During 2015, we decided to no longer engage in the business of publishing e-books and to pursue a different line of business for the company.  In May 2016, we acquired Global Fantasy Sports, Inc., a Florida corporation ("GFS" which is a developer of online daily fantasy sports games.  As a result of our GFS acquisition, the Company is now pursuing opportunities in the online fantasy sports entertainment industry and as of December 31, 2015, we wrote off our assets associated with e-book publishing which were minimal. The reader should note that the results of operation shown in this Annual Report reflect the Company's prior e-book publishing business operations and do not reflect the Company's current business operation, business plans and financial results.   Information regarding the audited financial results for GFS for the year ended December 31, 2015 can be found in our Form 8-K Current Report filed on June 6, 2016.
 
 
 
 
 
 
 

 
 
 
The following discussion and analysis reflects our legacy e-book publishing business as of December 31, 2015 and does not reflect our new business as a provided of online sports entertainment products through our recently acquired GFS subsidiary. Information regarding the audited financial results for GFS for the year ended December 31, 2015 can be found in our Form 8-K Current Report filed on June 6, 2016.
  
Three Month Period Ended March 31, 2016 Compared to March 31, 2015

Revenues.  For the quarter ended March 31, 2016, revenues were $0, a decrease of $20 from the same period in 2015 when revenues were $20 from book royalties from our literary catalog.  
 
Selling, General and Administrative Expenses.  Selling, general and administrative expenses consisted primarily of corporate support expenses, such as legal and accounting and organizational expenses.  For the three month period ended March 31, 2016, selling, general and administrative expenses were $93,315, an increase of $74,595 or 398% from the same period in 2015, when selling, general and administrative expenses were $18,720. The large increase was due primarily to professional fees and consulting fees related to our planned acquisition of GFS.

Liquidity and Capital Resources

To date, we have financed our operations primarily from the sale of our common stock.
As of March 31, 2016, we had no and an accumulated deficit of $195,888.

Future Liquidity Needs:

We believe that our current cash and cash flow from operations will not be sufficient to meet our anticipated cash needs, including our cash needs for working capital, for the next 12 months.  Thus, we expect to seek additional debt or equity financing from external sources, which may not be available on acceptable terms, or at all. Failure to maintain financing arrangements on acceptable terms would have a material adverse effect on our business, results of operations and financial condition.
The amount of additional financing we require will be dependant upon several factors including the amount of our revenue during such 12 month period, future business conditions and other future developments. Failure to maintain financing arrangements on acceptable terms would have a material adverse effect on our business, results of operations and financial condition.
To the extent that the Company raise additional funds by issuing equity or debt securities, our shareholders may experience additional significant dilution and such financing may involve restrictive covenants. To the extent that the Company raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our technologies or our product candidates, or grant licenses on terms that may not be favorable to the Company. Such actions may have a material adverse effect on our business.   Additionally, recent global market and economic conditions have been unprecedented and challenging with tighter credit conditions and recession in most major economies. As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to businesses and consumers. These factors have led to a decrease in spending by businesses and consumers alike, and a corresponding decrease in global infrastructure spending. Continued turbulence in the U.S. and international markets and economies and prolonged declines in business and consumer spending may adversely affect our liquidity and financial condition, including our ability to access the capital markets to meet liquidity needs.
 
 
 
 
 
 
 
 
 
 
Going Concern

These matters raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements included elsewhere in this report have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate our continuation as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. The consolidated financial statements do not include any adjustment that might result from the outcome of this uncertainty.

Critical Accounting Policies and Estimates
 
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  Actual results could differ from these estimates. Our significant estimates and assumptions include amortization, the fair value of our stock, and the valuation allowance relating to the Company's deferred tax assets.
 
We qualify as an "emerging growth company", as defined in the Jumpstart Our Business Startups Act, which became law in April 2012. See "Summary of Financial Data" for additional information.
  
Off Balance Sheet Arrangements
 
As of March 31, 2016 and December 31, 2015, we had no off balance sheet arrangements.
 
Item 3.  Quantitative and Qualitative Disclosures about Market Risk
 
Disclosure under this section is not required for a smaller reporting company.

Item 4.  Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that the information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
 
 
 
 
 
 
 
 
 
 

As required by SEC Rule 13a-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of our fiscal quarter covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level.  It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management of is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company's principal executive and financial officer and effected by the Company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 
·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

 
·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

 
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2016. In making this assessment, the Company's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. The COSO framework is based upon five integrated components of control: control environment, risk assessment, control activities, information and communications and ongoing monitoring.
 
 
 
 
 
 
 
 

 
Based on an evaluation under the supervision and with the participation of the Company's management, the Company's principal executive officer and principal financial officer has concluded that the Company's disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were not effective as of March 31, 2016 (the "Evaluation Date"), to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Each of the following is deemed a material weakness in our internal control over financial reporting:

We do not have an audit committee. While we are not currently obligated to have an audit committee, including a member who is an "audit committee financial expert," as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management's view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

We did not maintain proper segregation of duties for the preparation of our financial statements.  We currently have only one officer overseeing all transactions. This has resulted in several deficiencies, including the lack of control over preparation of financial statements and proper application of accounting.

Management believes that the material weaknesses set forth in the two items above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management's Remediation Initiatives
 
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures once we have the financial resources to do so:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to an audit committee resulting in a fully functioning audit committee, which will undertake the oversight in the establishment and monitoring of required internal controls and procedures, such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of outside directors to a fully functioning audit committee, would remedy the lack of a functioning audit committee.
   
We currently have inadequate resources due to the need to hire accounting personnel with the requisite knowledge of U.S. GAAP.
   
We did not perform an effective risk assessment or monitor internal controls over financial reporting.
   
We lack the necessary corporate resources to conduct adequate review of related party transactions.
 
 
 
 
 
 
 

 
Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This report does not include an attestation report of the Company's registered independent public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this report. 

PART II OTHER INFORMATION

 
Item 1.   Legal Proceedings
 
We are not a party to any legal proceedings, nor are we aware of any threatened litigation whatsoever.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities
 
None.

Item 4.  Mine Safety Disclosures
 
Not applicable.
 
 
 
 
 
 
 
 
 
 
Item 5.  Other Information
 
None.
 
Item 6.  Exhibits
 
(a)        Exhibits
 
Exhibit No.   Description
     
31.1
 
 
 
 
31.2
 
 
 
 
32.1
 
 
 
 
32.2
 
 
 
 
 
 
 
 
 



 
 
SIGNATURES

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

DATE:  March 23, 2017
SATYA WORLDWIDE, INC.
 
 
 
 
By: /s/  Ian Rosenblatt                                                       
              Ian Rosenblatt
      Chief Executive Officer
      (Principal Authorized Officer)
 
 
 
 
 
 
 
 

 
 
 
 
Satya Worldwide, Inc.
 
Index to Exhibits