AXIOM HOLDINGS, INC. - FORM 10-Q

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EX-31.1 - EX-31.1 - AXIOM HOLDINGS, INC.	ex31-1.htm
EX-32.1 - EX-32.1 - AXIOM HOLDINGS, INC.	ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10–Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015

[ ] 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: 333-195950

AT PLAY VACATIONS, INC.
(Exact name of registrant as specified in its charter)

Nevada		46-3389613
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2149 Rio De Janeiro Avenue, Punta Gorda, FL 33983
(Address of principal executive offices) (Zip Code)

(941) 916-1440
(Registrant's telephone number, including area code)


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No []

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

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

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of August 10, 2015 there were 17,000,000 shares of the issuer's common stock, par value $0.001, issued and outstanding.

AT PLAY VACATIONS, INC.

FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2015

TABLE OF CONTENTS

		PAGE

	PART I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements.	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15

Item 4.	Controls and Procedures.	15

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings.	16

Item 1A.	Risk Factors.	16

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16

Item 3.	Defaults Upon Senior Securities.	16

Item 4.	Mine Safety Disclosures. .	16

Item 5.	Other Information.	16

Item 6.	Exhibits. .	17

	SIGNATURES	18

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PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report filed with the SEC on January 12, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year ending September 30, 2015.

AT PLAY VACATIONS, INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED JUNE 30, 2015

(UNAUDITED)

	Page
Condensed Consolidated Balance Sheets	4

Condensed Consolidated Statement of Operations	5

Condensed Consolidated Statement of Cash Flows	6

Notes to the Condensed Consolidated Financial Statements	7

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AT PLAY VACATIONS, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30,			September 30,
	2015			2014

ASSETS
Current Assets
Cash and cash equivalents	$	2,880		$	33,666
Restricted cash		1,102			3,720
Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively		3,390			-
Prepaid expenses		10,000			-
Total Current Assets		17,372			37,386

TOTAL ASSETS	$	17,372		$	37,386

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	22,803		$	4,501
Due to related parties		30,000			30,000
Total Current Liabilities		52,803			34,501

TOTAL LIABILITIES		52,803			34,501

Stockholders' Equity (Deficit)
Preferred stock: 50,000,000 authorized; $0.001 par value
no shares issued and outstanding		-			-
Common stock: 150,000,000 authorized; $0.001 par value
17,000,000 shares issued and outstanding		17,000			17,000
Additional paid in capital		63,000			63,000
Accumulated deficit		(115,431	)		(77,115	)
Total Stockholders' Equity (Deficit)		(35,431	)		2,885

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	17,372		$	37,386

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

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AT PLAY VACATIONS, INC.

Condensed Consolidated Statement of Operations

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	June 30,						June 30,
	2015			2014			2015			2014

Revenues	$	1,724		$	2,501		$	22,310		$	44,376
Cost of sales		(654	)		(975	)		(9,936	)		(22,831	)
Gross Profit		1,070			1,526			12,374			21,545

Operating Expenses
Selling, general and administrative		6,585			14,466			16,427			70,821
Professional		6,621			5,097			34,263			13,966
Total operating expenses		13,206			19,563			50,690			84,787

Net loss from operations		(12,136	)		(18,037	)		(38,316	)		(63,242	)

Provision for income taxes		-			-			-			-

Net loss	$	(12,136	)	$	(18,037	)	$	(38,316	)	$	(63,242	)

Basic and dilutive loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding		17,000,000			17,000,000			17,000,000			15,194,090

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

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At Play Vacations, Inc.

Condensed Consolidated Statement of Cash Flows

(Unaudited)

	Nine Months Ended
	June 30,
	2015			2014

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(38,316	)	$	(63,242	)

Adjustments to reconcile net loss to net cash used in operating activities:
Accounts receivable and restricted cash		(772	)		(3,638	)
Prepaid expenses and other assets		(10,000	)		3,549
Increase (decrease) in operating liabilities:
Accounts payable		18,302			7,639
Net Cash Used in Operating Activities		(30,786	)		(55,692	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Used in Investing Activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of stock		-			70,000
Net Cash Provided By Financing Activities		-			70,000

Net increase (decrease) in cash and cash equivalents		(30,786	)		14,308
Cash and cash equivalents, beginning of period		33,666			3,997
Cash and cash equivalents, end of period	$	2,880		$	18,305


Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

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

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AT PLAY VACATIONS, INC. and Subsidiary

Notes to the Condensed Consolidated Financial Statements

June 30, 2015

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

At Play Vacations, Inc. (the "Company") is a Nevada corporation incorporated on August 7, 2013. It is based in Punta Gorda, FL, USA. The Company incorporated a wholly-owned subsidiary, Quality Resort Hotels, Inc. in Florida on August 8, 2013. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is September 30.

The Company operates as a vacations company that books on-line travel. The Company will offer low rates on rooms in popular resort destinations. A percentage of vacations booked will also translate into sales leads for select real estate development partners. To date, the Company's activities have been limited to its formation and the raising of equity capital.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unaudited Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These financial statements should be read in conjunction with the financial statements for the year ended September 30, 2014 and notes thereto and other pertinent information contained in our Form 10-K the Company has filed with the Securities and Exchange Commission (the "SEC").

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Basis of Consolidation

These financial statements include the accounts of the Company and the wholly-owned subsidiary, Quality Resort Hotels, Inc. All material intercompany balances and transactions have been eliminated.

Basis of Presentation

The Consolidated Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

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Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $2,880 and $33,666 in cash and cash equivalents as of June 30, 2015 and September 30, 2014, respectively.

Restricted Cash

The Company is required to restrict a portion of cash, per the terms of our merchant account agreement, for potential credit card chargebacks. We are subject to a cash reserve of up to 10% on credit card charges processed, with funds held for seven to twelve months depending on our account activity. As at June 30, 2015, and September 30, 2014, the Company had $1,102 and $3,720 in restricted cash, respectively.

Accounts Receivable

The Company's accounts receivable consists of monies held in merchant accounts. The Company evaluates the collectability of its accounts receivable on an on-going basis and writes off the amount when it is considered to be uncollectible. As of June 30, 2015, and September 30, 2014, the Company had $3,390 and $0 in accounts receivable, respectively.

Due to Related Party

The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions.

Financial Instruments

The Company follows ASC 820, "Fair Value Measurements and Disclosures", which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments consist principally of cash, accounts receivable and other receivables, and accounts payable and accrued liabilities and amounts due to related parties. Pursuant to ASC 820, the fair value of the Company's cash is determined based on "Level 1" inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the Company's other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

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Concentrations of Credit Risk

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Revenue Recognition

The Company recognizes revenue when it is earned and realizable based on the following criteria: persuasive evidence that an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

The Company offers travel services on a stand-alone and package basis primarily through the merchant model and the agency model.

Under the merchant model, the Company facilitates the booking of hotel rooms and destination services from our travel suppliers, and we are the merchant of record for such bookings. Our merchant transactions relate to hotel bookings and payments are collected directly from the traveler. Under the merchant model, because the Company is the primary obligor, the revenue is reported as a gross basis.

Under the agency model, the Company acts as the agent in the transaction, passing reservations booked by the traveler to the relevant travel provider. The Company receives commissions from the travel supplier and/or traveler. Under the agency model, because the Company is not the primary obligor, the revenue is reported as a net basis.

Advertising Costs

The Company follows ASC 720, "Advertising Costs," and expenses costs as incurred. During the nine months ended June 30, 2015 and 2014, the Company incurred $7,579 and $55,123 on advertising expenses, respectively.

Share-based Expenses

ASC 718 "Compensation – Stock Compensation" prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, "Equity–Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

There were no share-based expenses for the nine months ended June 30, 2015.

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Net Loss per Share of Common Stock

The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Commitments and Contingencies

The Company follows ASC 450-20, "Loss Contingencies," to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of June 30, 2015.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As of June 30, 2015, the Company has a net loss from operations of $38,316, and an accumulated deficit of $115,431. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending September 30, 2015.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan. In response to these problems, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – DUE TO RELATED PARTY

As of June 30, 2015 and September 30, 2014, the Company was obligated to a stockholder, for a non-interest bearing demand loan with a balance of $30,000.

NOTE 5 - EQUITY

Preferred Stock

The Company has authorized 50,000,000 preferred shares with a par value of $0.001 per share. The Board of Directors are authorized to divide the authorized shares of Preferred Stock into one or more series, each of which shall be so designated as to distinguish the shares thereof from the shares of all other series and classes.

There were no preferred shares issued and outstanding as of June 30, 2015.

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Common Shares

The Company has authorized 150,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

Since inception (August 7, 2013) to June 30, 2015, the company has issued a total of 17,000,000 common shares as follows:

●	On August 7, 2013, the company issued to its founders 10,000,000 shares of common stock at $0.001 per share for $10,000 cash.

●	During October, 2013 to April, 2014, the Company issued, to unaffiliated investors, 7,000,000 shares of common stock at $0.01 per share for $70,000 cash.

The Company has no stock option plan, warrants or other dilutive securities.

NOTE 6 - SUBSEQUENT EVENTS

On August 7, 2015, a change in control of the Company occurred. On that date, Michael Hay and Jake Martin, our officers and directors, sold their shares in a private transaction to three persons who will subsequently become officers, directors, employees or consultants of the Company. The shares sold represented an aggregate of 10,000,000 shares of the Company's Common Stock.

Effective as of August 17, 2015, Hay and Martin will resign from their respective positions as officers of the Company. Hay will resign as President, Chief Executive Officer, Chief Financial Officer and Treasurer. Martin will resign as Secretary. Upon such resignations, Chua Seong Seng will be appointed as the President and Chief Executive Officer, LimWei Lin will be appointed as the Secretary, and Low Tuan Lee will be appointed as the Chief Financial Officer and Treasurer of the Company. Ms. Lim and Messrs. Chua and Low have accepted such appointments.

Also effective as of August 17, 2015, Chua Seong Seng, Lim Wei Lin and Low Tuan Lee will be appointed as directors of the Company. Ms. Lim and Messrs. Chua and Low have accepted such appointment. Thereupon, each of Michael Hay and Jake Martin will resign as directors of the Company. Accordingly, effective as of the 10th day after this Information Statement is filed with the Securities and Exchange Commission and transmitted to the shareholders of the Company, each of Chua Seong Seng, Lim Wei Lin and Low Tuan Lee will become members of the Board of Directors, and the entire Board of Directors will consist of Chua Seong Seng, Lim Wei Lin and Low Tuan Lee.

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

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects," "anticipates," "intends," "believes" and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed herein as well as in the "Description of Business – Risk Factors" section in our Prospectus on Form 424B(8), as filed on February 4, 2015. You should carefully review the risks described in our Prospectus and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the "we," "us," "our", "At Play", "APV", 'At Play Vacations" and "Company" are to At Play Vacations, Inc. and our wholly owned subsidiary Quality Resort Hotels, Inc..

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Description of Business

At Play Vacations was incorporated in the State of Nevada on August 7, 2013, and our fiscal year end is September 30. The company's administrative address is, 2149 Rio De Janeiro Avenue, Punta Gorda, FL 33983. The telephone number is 941-916-1440.

At Play Vacations markets, through its wholly-owned subsidiary Quality Resort Hotels, Inc. ("QRH"), discount vacation packages to sought-after resort destinations throughout North America. The Company will be relying on its officers and directors to provide these services, and will only rely on outside consultants as needed.

At Play Vacations has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. At Play Vacations, its directors, officers, affiliates and promoters, have not entered into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.

Results of Operations

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

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The following table provides selected financial data about our company as of June 30, 2015, and September 30, 2014.

Balance Sheet Date	June 30, 2015			September 30, 2014
Cash	$	2,880		$	33,666
Total Assets	$	17,372		$	37,386
Total Liabilities	$	52,803		$	34,501
Stockholders' Equity (Deficit)	$	(35,431	)	$	2,885

Our cash decreased by $30,786 or 91%, primarily due to payment of the professional fees. Our liabilities increased $18,302 or 53% due to an increase in accounts payable of $18,302.

The following table provides the results of operations for the Three and Nine months Ended June 30, 2015 and 2014:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2015		2014		2015		2014

Revenue	$	1,724	$	2,501	$	22,310	$	44,376
Cost of revenue		654		975		9,936		22,831
Gross profit		1,070		1,526		12,374		21,545
Selling, general and administrative		6,585		14,466		16,427		70,821
Professional fees		6,621		5,097		34,263		13,966
Net operating loss	$	12,136	$	18,037	$	38,316	$	63,242

Our revenue and gross profit decreased in the three and nine month periods ended June 30, 2015, as compared to the same period in 2014, due to decreased bookings. The reason for the fewer bookings in 2015 over the same periods in 2014, was an effort on the part of management to control costs and to try to generate profitable revenues. The marketing and overhead costs in 2014 were excessive and generated a loss. Hence, management needed to reevaluate its methodology and prove that its business model could function more efficiently. Website services were reduced, along with the expense of third party website optimizers, and finally the expense of Google adwords was curtailed. The result of these measures saw revenue decrease during the three and nine month periods ended June 30, 2015, by $777 or 31% and $22,066 or 50%, respectively, as compared to the same periods during 2014. Gross profit decrease during the three and nine month periods ended June 30, 2015, by $456 or 30% and $9,171 or 43%, respectively, as compared to the same periods during 2014. And during the three and nine months ended June 30, 2015 we incurred selling, general and administrative fees of $6,585 and $16,427, compared to general and administrative fees of $14,466 and $70,821 during the same periods ended June 30, 2014. The decrease in administrative expenses by $54,394 or 77%, during the nine months ended June 30, 2015, enabled us to book more efficiently and were able to reduce our loss from operations. The activity in 2014 had much trial and error, which is understandable in a start-up situation, while the activity in 2015 has much less trial, fewer errors, and greater efficiency. In terms of professional fees, in the three and nine months ended June 30, 2015, we incurred fees of $6,621 and $34,263, compared to professional fees of $5,097 and $13,966 during the same periods ended June 30, 2014. The increase in professional fees for the nine months ended June 30, 2015, of $20,297 or 140%, was generally related to a one-time fee of $12,000 for applying for DTC eligibility and a $5,700 increase in reporting fees, as compared to 2014. Our net loss from operations, due primarily to our cost cutting in advertising and selling expenses, decreased $5,901 or 33% and $24,926 or 39%, for the three and nine month periods ended June 30, 2015, respectively.

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Liquidity and Financial Condition

Working Capital

The following table provides selected financial data about our company as of June 30, 2015 and September 30, 2014.

	June 30, 2015				September 30, 2014			Change

Current Assets		$	17,372			$	37,386	$	(20,014	)
Current Liabilities		$	52,803			$	34,501	$	18,302
Working Capital (Deficiency)		$	(35,431	)		$	2,885	$	(38,316	)

Our working capital decreased as of June 30, 2015 as compared to September 30, 2014 due to payment of professional fees, primarily due to the one-time application fee of $12,000 for DTC eligibility.

Cash Flows

	For the Nine Months Ended June 30,
	2015				2014

Cash Flows Used in Operating Activities		$	(30,786	)		$	(55,692	)
Cash Flows Provided by (Used in) Investing Activities			-				-
Cash Flows Provided by Financing Activities			-				70,000
Net Increase (decrease) in Cash During Period		$	(30,786	)		$	14,308

Cash Flows from Operating Activities

We have not generated positive cash flow from operating activities. For the nine month period ended June 30, 2015, cash used in operating activities was $30,786 consisting of a net loss of $39,316 which was increased by an increase in accounts receivable and restricted cash of $772; represented by increased accounts receivable of $3,390 less proceeds received from restricted cash of $2,618, and an increase in prepaid expenses of $10,000 and reduced by an increase in accounts payable of $17,512. For the nine month period ended June 30, 2014, cash used in operating activities was $55,692 consisting of a net loss of $63,242 and was increased by an increase in accounts receivable and restricted cash, solely from an increase in restriced cash of $3,638 , and reduced by a decrease in prepaid expenses of $3,549 and an increase in accounts payable of $7,639.

Cash Flows from Investing Activities

From inception (August 7, 2013) through June 30, 2015, we did not use any cash for investing activities.

Cash Flows from Financing Activities

In the nine months ended June 30, 2015 we did not generate any cash from financing activities. In the nine months ended June 30, 2014 we generated $70,000 from the issuance of 7,000,000 shares of common stock to unaffiliated investors, under our registration statement.

Going Concern

Our auditors have issued a going concern opinion on our year-end financial statements ended September 30, 2014. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expenses. This is because we have generated limited revenues and have limited operating history. There are no assurances that we will be able to obtain additional financing through either private placements, bank financing or other loans necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller reporting company", we are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also 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.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2015, due to our limited number of officers and members of the Board of Directors, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and (ii) 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 disclosure.

Changes in Internal Controls Over Financial Reporting

There were no changes in the Company's internal controls over financial reporting that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors.

As a "smaller reporting company", we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosure.

None.

Item 5. Other Information.

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Item 6. Exhibits.

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date
3.1	Articles of Incorporation, as filed with the Nevada Secretary of State.	S-1	3.1	May 14, 2014
3.2	By-Laws of Registrant.	S-1	3.2	May 14, 2014
31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer.
32.1*	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.
101.INS**	XBRL Instance Document.
101.SCH**	XBRL Taxonomy Extension Schema Document.
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document.

Filed herewith. * XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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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.

	AT PLAY VACATIONS, INC.
	(Registrant)


Dated: August 11, 2015	/s/ Michael Hay
	Michael Hay
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive, Financial, and Accounting Officer)

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