The information contained in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and these securities may not be sold until that registration statement becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

Subject to Completion, Dated June 5, 2017

CHESS SUPERSITE CORPORATION

1,500,000

5,000,000,000 Shares of Common Stock offered by selling shareholders at $0.50 per share

This prospectus relates to the offer and sale, from time to time, of 1,500,000up to5,000,000,000 shares of common stock (the “Shares”) of Chess Supersite Corporation.Corporation, a Delaware corporation (the “Company”), $0.0001 par value per share, offered“Chess”, “we”, “us” and “our”) by the holdersSelling Shareholders. The Shares being registered hereunder comprise of 888,000,000 shares of common stock that are issuable pursuant to Securities Purchase Agreement (“Blackbridge Purchase Agreement”) that we entered into with Blackbridge Capital on October 18, 2016.

Pursuant to the Blackbridge Purchase Agreement, from the date that the Securities and Exchange Commission has declared the Registration Statement of which this prospectus is a part effective (the “Effective Date”.) until the three-year anniversary thereof, (the “Selling Shareholder Shares”), who are deemedwe have the right to sell, from time to time, up to an aggregate of $4,000,000 in shares of common stock to Blackbridge Capital. The Company will control the timing and amount of future sales, if any, but we would be statutory underwriters. The selling shareholders willunable to sell the shares offered herein at the fixedShares to Blackbridge Capital if such purchase would result in beneficial ownership equaling more than 4.99% of our outstanding common stock. The purchase price of $0.50the Shares that may be sold to Blackbridge Capital under the Purchase Agreement will be equal to 13% discount to market. The maximum draw down amount will be limited to the lesser of $125,000 or 200% of the average daily trading volume for the ten (10) trading days immediately prior to the draw down request multiplied by the lowest trading price during that 10-day period.

Because the actual date and price per share for the durationCompany’s draw down rights under the Purchase Agreement are unknown, the actual purchase price for the Shares is unknown and there is no maximum amount of our shares that may be issued by the offering.

The maximum number of Shares that can be soldCompany pursuant to the termsPurchase Agreement. Although we are registering 5,000,000,000 shares, the number of shares actually issued under the Purchase Agreement may be substantially greater than the number registered. Please refer to the section of this offering byprospectus entitled “Description of the Blackbridge Capital Purchase Agreement” for a more complete description of the Purchase Agreement.

Our auditors have expressed substantial doubt as to our ability to continue as a going concern. We will need a substantial infusion of additional capital to continue as a going concern for the next twelve months from the date of this prospectus. We intend to raise capital to fund our operations through our sale of the Shares to Blackbridge Capital under the Blackbridge Purchase Agreement and through other private placements of our securities.

We are not selling shareholders is (in aggregate) 1,500,000 Shares. Funds received by the selling shareholders will be immediately available to such selling shareholders for use by them. The Companyany shares of our common stock in this offering. Therefore, we will not receive any proceeds from the sale of the Selling Shareholder Shares.Shares by Blackbridge Capital. We will, however, receive proceeds from the sale, if any, of the Shares to Blackbridge Capital pursuant to the exercise of our drawn down rights under the Purchase Agreement.

The offering will terminate twenty-four (24) months from the date that the registration statement relating to the Shares is declared effective, unless earlier fully subscribed or terminated by the Company. The Company intends to maintain the current status and accuracy of this prospectus and to allow selling shareholders to offer andBlackbridge Capital may sell the Shares for a period of upfrom time to two (2) years, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission. All costs incurredtime in the registration of the Shares are being borne by the Company.

Prior to this offering, there has been no publicprincipal market for the Company’s common stock. No assurances can be given that a public market will develop following completion of this offering or that, if a market does develop, it will be sustained. The offering price for the Shares has been arbitrarily determined by the Company and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. The Shares will become tradable on the effective date of the registration statement of which this prospectus is a part.

Neither the Company nor any selling shareholders has any current arrangements nor entered into any agreements with any underwriters, broker-dealers or selling agents for the sale of the Shares. If the Company or selling shareholders can locate and enter into any such arrangement(s), the Shares will be sold through such licensed underwriter(s), broker-dealer(s) and/traded at the prevailing market price or selling agent(s).in privately negotiated transactions. Additional information describing how Blackbridge Capital may sell the Shares is set forth in the section entitled “Plan of Distribution”below. Blackbridge Capital is deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended, in connection with the resale of the Shares.

Our common stock is quoted on OTC Pink under the symbol “CHZP”. The closing price of our common stock on June 5, 2017 was $0.0006.

Investing in our common stock involves significant risks, including, but not limited, to those set forth in the section entitled “Risk Factors” beginning on page 6 of this prospectus.

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

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

The Companydate of this prospectus is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act.________, 2017

These securities involve a high degree of risk. See “RISK FACTORS” contained in this prospectus beginning on page 6.

Prospectus dated__________________, 2015

TABLE OF CONTENTS

_________________You should only rely on the information contained or incorporated in this prospectus. We have not authorized anyone to provide you with information that is different from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell the securities. The information in this prospectus may only be accurate as of the date of this prospectus, regardless of the time of delivery of this prospectus or the time of any sale of the securities.

PROSPECTUS SUMMARYCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus, including documents incorporated by reference into this prospectus, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this prospectus and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the prospectus. All subsequent written and oral forward-looking statements concerning other matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PROSPECTUS SUMMARY

This summary highlights somecertain information fromappearing elsewhere in this prospectus, and it may not contain all the information important to making an investment decision. A potential investorprospectus. You should read the following summary together with the more detailed information regarding the Company and theour common stock, being sold in this offering, including “Risk Factors” and the financial statements and related notes, included elsewhere in this prospectus.

The Company has developed an online chess site featuring sophisticated playing zone, game broadcasts with software analyses and top analysts' commentaries, education and other chess oriented resources. Nearly 600 million people world-wide play chess. With the availability of global high speed Internet access, we anticipate that we will be able to deliver high quality product featuring broadcasts of top worldwide games, education, interactivity, playing and other services and facilitate the emergence of chess as a mainstream sport.

We believe that chess players have two major needs: (1) to play against each other and (2) to watch games of top players including Grandmasters. The viewing of chess games is particularly adaptable to the Internet to allow for real time or archived viewing while enjoying the comments, announcements and analyses of top experts. We have developed “Chess Stars” as an interactive and educational website that allows chess players to play online, watch broadcasted chess tournaments, learn to play and improve their skills and to participate in our patent-pending “Choose Your Moves and Win” contests. Utilizing advanced two-tier architecture, “Chess Stars” can support virtually an unlimited range of content and services designed to attract viewers. With a model similar to that of TV poker, viewers are able to see an odds matrix for any position on the chess board. Percentage of success for each move is based on statistics, computer analysis and our proprietary value calculations.

We are a development stage company with minimal revenues to date from our business activities. Consequently, we expect to experience losses from our operations in the near term. We will need to increase our sources of revenues. As a result, our independent auditors have raised substantial doubts as to our ability to continue as a going concern without significant additional financing. For the foreseeable future, we will continue to be dependent on additional financing in order to maintain our operations and continue with our development activities.

Corporate History

The Company is a development-stage company planning to develop and operate an online platform for viewing and playing chess. The Company wasWe were incorporated in the State of Delaware in July 2013 and was formerly known asunder the name River Run Acquisition Corporation (“River Run” or “River Run Acquisition”).

Corporation. In May 2014, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’sour name from River Run Acquisition Corporationwas changed to Chess Supersite Corporation.

InCorporation.In July 2014, the Companywe acquired certain assets (the “Acquisition”) of Chess Supersite, Inc., a corporation existing under the laws of Ontario, Canada. The Acquisition was consummated pursuant to the terms of the Asset Purchase Agreement (the “Agreement”) dated July 23, 2014 and in exchange for the issuance of 5,000,000 shares of common stock to Chess Supersite, Inc.

In2014.In the Acquisition, the Companywe acquired all rights,right, title and interest in and to the properties, assets, interests and rights of Chess Supersite, Inc., including the contracts and intellectual property which arewere related to the business of developing, operating and maintaining a website focused on the game of chess.

The Company is Our principal executive offices are located at 1131A Leslie Street, Suite 101, Toronto, Ontario, Canada M3C 3L8 Canada. The Company’s main phoneand our telephone number is (647) 927-4644.

BusinessThe Offering

This prospectus describes the offer and sale from time to time of up to 5,000,000,000 shares of our common stock by Blackbridge Capital issuable pursuant to a Securities Purchase Agreement we entered into with Blackbridge Capital on October 18, 2016.

Pursuant to the Blackbridge Purchase Agreement, from the date that the Securities and Exchange Commission has declared effective the registration statement of which this prospectus is a part (“Effective date”) until the three-year anniversary thereof, we have the right to sell, from time to time, up to an aggregate of $4,000,000 of shares of common stock to Blackbridge Capital. The Company will control the timing and amount of future sales, if any, but we would be unable to sell shares to Blackbridge Capital if such purchase would result in its beneficial ownership equaling more than 4.99% of our outstanding common stock. The purchase price of the shares that may be sold to Blackbridge Capital under the Purchase Agreement will be equal to a 13% discount to the lowest trading price for our common stock for the ten (10) trading days immediately following the delivery of shares to Blackbridge Capital (“Valuation Period”). The maximum draw down amount allowed under the Purchase Agreement is the lesser of $125,000 or 200% of the average daily trading volume for the ten (10) trading days immediately preceding the draw down notice, multiplied by the lowest trading price for the our common stock over the ten (10) trading days immediately preceding the draw down notice. We may deliver our first draw down notice ten (10) trading days from the Effective Date. All subsequent draw down notices may be submitted to Blackbridge Capital no sooner than one (1) day after the end of the Valuation Period.

Because the actual date and price per share for our drawn down rights under the Blackbridge Purchase Agreement are unknown, the actual purchase price for the shares is unknown and there is no maximum amount of our shares that may be issued by us pursuant to the Purchase Agreement. Accordingly, we must caution that, although we are registering 5,000,000,000 shares, the number of shares actually issued under the Blackbridge Purchase Agreement may be substantially greater than the amount registered. As previously stated, please refer to the section of this prospectus entitled “Description of the Blackbridge Capital Purchase Agreement” Note” for a more complete description of the Purchase Agreement.

As of June 5, 2017, there were 331,520,510 shares of our common stock issued and outstanding, of which 186,955,510 shares were held by non-affiliates. If all of the 5,000,000,000 shares offered under this Prospectus were issued and outstanding as of June 5, 2017, such shares would represent 96.4% of the total number of shares of our common stock and 97.3% of the total number of outstanding shares held by non-affiliates.

If we elect to issue and sell to Blackbridge Capital more than the 5,000,000,000 shares offered under this prospectus, which we have the right, but not the obligation, to under the Blackbridge Purchase Agreement, we will be required to first register for resale any such additional shares which could cause substantial dilution to our stockholders. The number of shares we ultimately offer for resale by Blackbridge Capital is dependent upon the number of shares we sell to them which is, in turn, dependent upon the market price of our common stock.

The issuance of our common stock in this offering will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted as a result of any such issuances. Although the number of shares of common stock held by our existing stockholders will not decrease, the shares held by our existing stockholders will represent a smaller percentage of our total outstanding shares after the any such issuance to Blackbridge Capital.

(a) Based on shares of common stock outstanding on June 5, 2017 and excludes (i) 1,000,000 shares of preferred stock which is convertible into 100,000,000 shares of common stock; and (ii) shares of common stock underlying other outstanding convertible promissory notes.

DETERMINATION OF OFFERING PRICE

In determining the offering price of the Shares, we considered several factors including (i) prevailing market conditions; (ii) our capital structure; and (iii) our future prospects. The public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for our common stock. We cannot offer any assurances that a public market for our securities will develop and continue or that the securities will ever trade at or higher than the offering price in this offering.

DESCRIPTION OF THE BLACKBRIDGE CAPITAL PURCHASE AGREEMENT

General

On October 18, 2016, we entered into an equity facility with Blackbridge Capital consisting of a Securities Purchase Agreement ("Purchase Agreement") and the issuance of a $140,000 convertible note as a commitment fee. Pursuant to the terms of the Purchase Agreement, we agreed to register for resale all of the shares of common stock that may be issued to Blackbridge Capital under the Purchase Agreement. Since Blackbridge will utilize Rule 144 to sell shares it acquired under the convertible note, we are only registering the shares pursuant to the Purchase Agreement.

Purchase of Shares under the Purchase Agreement

Under the Purchase Agreement, we may direct Blackbridge Capital to purchase up to $4,000,000 shares of our common stock. The closing of the sale of the shares will occur on the tenth trading day following our request for Blackbridge Capital to purchase the shares. The purchase price per share will be equal to 87% of the lowest closing bid price of the common stock for the ten consecutive trading days immediately following our request for Blackbridge Capital to purchase the shares. There is no minimum amount that we may require Blackbridge Capital to purchase at any one time. The Company may not require Blackbridge Capital to purchase shares under the Purchase Agreement if such purchase, together with the shares of common stock underlying the Note, would result in Blackbridge Capital's beneficial ownership exceeding 4.99% of the outstanding common stock. Furthermore, the Company may not require Blackbridge Capital buy, at any one time, more than the lesser of $125,000 or 200% of the average daily trading volume for the ten (10) trading days immediately preceding the draw down notice, multiplied by the lowest trading price for the Company's common stock over the ten (10) trading days immediately preceding the draw down notice. Additional draw down requests may be made the later of (i) eleven (11) trading days following delivery and clearing of shares in Blackbridge Capital’s brokerage account from the Company's previous draw down request, or (ii) the date which Blackbridge Capital has liquidated any remaining shares from the preceding draw down by the Company. Other than as set forth above, there are no trading volume requirements or restrictions under Purchase Agreement, and we will control the timing and amount of any sales of our common stock to Blackbridge Capital under the Purchase Agreement.

Under the Purchase Agreement, the following conditions must be satisfied in order for us to sell shares of our common stock to Blackbridge Capital:

·The registration statement of which this prospectus forms a part, and any amendment or supplement thereto, must be effective for the sale by Blackbridge Capital of the shares to be purchased by it, and (i) we have not received notice that the SEC has issued or intends tobecome issue a leading online chess site featuringstop order with respect to the registration statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the registration statement, either temporarily or permanently, or intends or has threatened to do so and (ii) there is no other suspension of the use or withdrawal of the effectiveness of the registration statement or this prospectus.

·Our representations and warranties contained in the Purchase Agreement must be true and correct in all material respects, except for representations and warranties specifically made as of a sophisticated playing zone, game broadcastsparticular date.

·We must have performed in all material respects all covenants, agreements and conditions required by the Purchase Agreement to be performed, satisfied or complied with software analysesby us.

·No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered , promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

·No event shall have occurred which could reasonably be expected to have a material adverse effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations

·The Shares shall have been authorized for quotation on the OTCBB (or any equivalent replacement quotation service) and top analysts' commentaries, educationtrading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB.

·The number of shares of our common stock to be purchased by Blackbridge Capital at a particular closing may not exceed the number of shares that, when aggregated with all other shares of common stock then beneficially owned by it, would result in Blackbridge Capital owning more than 4..99% of all of our outstanding common stock.

Blackbridge Capital has agreed that neither it nor any of its affiliates will engage in any direct or indirect short-selling of our common stock during any time prior to the termination of the Purchase Agreement.

Contemporaneously with the execution of the Purchase Agreement, Blackbridge Capital purchased three (3) Convertible Promissory Notes from the Company in the aggregate principal amount of $265,000. The Notes are in the principal amount of $25,000; 100,000; and $140,000. The notes bear interest at the rate of 7% per annum and each note grants Blackbridge Capital the right to convert the principal balance and accrued and unpaid interest into shares of the Company’s common stock. The conversion price for the $25,000 and $100,000 notes is 57.5% of the lowest trading price of our common stock during the immediately preceding twenty (20) trading days prior to conversion. The conversion price for the $140,000 note is 80% of the lowest trading price of our common stock during the immediately preceding twenty (20) trading days prior to conversion. As of the date of this prospectus, Blackbridge Capital has exercised its conversion rights under the notes with respect to $34,408.00. The shares to be issued upon conversion of these notes are not covered by this registration statement.

Effect on our Shareholders of the Issuance of Common Stock under the Purchase Agreement

All shares of common stock registered in this offering are expected to be freely tradable. It is anticipated that shares registered in this offering under issuable under the Purchase Agreement will be sold over a period beginning on the date that the registration statement including this prospectus becomes effective through the two-year anniversary thereafter. The sale of a significant amount of shares registered in this offering at any given time could cause the market price of our common stock to decline and to be highly volatile. Blackbridge Capital may ultimately purchase all, some or none of the shares of common stock not yet issued but registered in this offering. lf we sell these shares to Blackbridge Capital, Blackbridge Capital may sell all, some or none of such shares. Therefore, sales to Blackbridge Capital by us under the Purchase Agreement may result in substantial dilution to the interests of other chess oriented resources.holders of our common stock. In addition, if we sell a substantial number of shares to Blackbridge Capital under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with Blackbridge Capital may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any sales of our shares to Blackbridge Capital and the Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.

Pursuant to the term of the Purchase Agreement, we have the right, but not the obligation, to direct Blackbridge Capital to purchase up to $4,000,000 of our common stock. Depending on the price per share at which we sell our common stock to Blackbridge Capital, we may be authorized to issue and sell to Blackbridge Capital under the Purchase Agreement more shares of our common stock than are offered under this prospectus. If we choose to do so, we must first register for resale under the Securities Act any such additional shares, which could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by Blackbridge Capital under this prospectus is dependent upon the number of shares we direct Blackbridge Capital to purchase under the Purchase Agreement.

SELLING STOCKHOLDER

The following table sets forth the shares beneficially owned, as of June 5, 2017, by the selling stockholder prior to the offering contemplated by this prospectus, the number of shares the selling stockholders are offering by this prospectus and the number of shares they would own beneficially if all such offered shares are sold.

Beneficial ownership is determined in accordance with rules of attribution as promulgated by the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 331,520,510 shares of our common stock issued and outstanding as of June 5, 2017. Other than the securities described in this prospectus under"Description of the Purchase Agreement”the selling stockholder does not hold any options, warrants or other securities exercisable for or convertible into shares of our common stock.

____________________________

Except for the Purchase Agreement, and the shares as described in this prospectus, there is no prior or existing material relationship between the Company plansor any of our directors, executive officers, or control persons and the selling stockholders.

PLAN OF DISTRIBUTION

As of the date of this prospectus, our shares of common stock are quoted on the OTC Pink. Blackbridge Capital may, from time to capitalizetime, sell any or all of our shares of common stock on global high speed Internet accessany stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales may be at fixed or negotiated prices.

The selling stockholder may use any one or more of the following methods when selling shares:

Blackbridge Capital may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.

Blackbridge Capital may from time to time pledge or grant a security interest in some or all of the shares owned by it and, if it defaults in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

If we are notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker- dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.

Blackbridge Capital may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

Blackbridge Capital and any broker-dealers or agents that are involved in selling the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker- dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of securities will be paid by the selling stockholder and/or the purchasers. The selling stockholder has represented and warranted to us that it acquired the securities subject to this registration statement in the ordinary course of the selling stockholder's business and, at the time of its purchase of such securities the selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such securities.

We have advised the selling stockholder that it may not use shares registered on this registration statement to cover short sales of common stock made prior to the date on which this registration statement shall have been declared effective by the SEC. If a selling stockholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholder will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to the selling stockholder in connection with resales of its shares under this registration statement.

Penny Stock Rules

The SEC has also adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks" as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The shares offered by this prospectus constitute penny stocks under the Exchange Act. The shares may remain penny stocks for the foreseeable future. The classification of our shares as penny stocks makes it more difficult for a broker-dealer to sell the stock into a secondary marl<et, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in the Company will be subject to the penny stock rules.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a high quality websitestandardized risk disclosure document approved by the SEC, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of the Securities Act; (iii) contains a brief; clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the SEC shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Regulation M

During such time as we may be engaged in a distribution of any of the shares we are registering by this registration statement, we are required to comply with Regulation M of the Securities Exchange Act of 1934. In general, Regulation M precludes any selling security holder, any affiliated purchasers and any broker-dealer or other person who participates in a distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase, and any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a "distribution" as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a "distribution participant" as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution.

Regulation M prohibits, with certain exceptions, participants in a distribution from bidding for or purchasing, for an optimal playing experience.account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. We have informed the selling stockholder that the anti-manipulation provisions of Regulation M may apply to the sales of their shares offered by this prospectus, and we have also advised the selling stockholder of the requirements for delivery of this prospectus in connection with any sales of the common stock offered by this prospectus.

USE OF PROCEEDS

This Prospectus concerns shares of our common stock that may be offered and sold from time to time by Blackbridge Capital. We will not receive any proceeds from the sale of shares by either Blackbridge Capital in this offering. However, we may receive gross proceeds of up to $4,000,000 under the Purchase Agreement, assuming we sell the full amount of our common stock that we have the right, but not the obligation, to sell to Blackbridge Capital. We currently expect to use the proceeds from the sale of shares to Blackbridge Capital to pay for operating expenses and general working capital. We will have broad discretion in determining how we will allocate the proceeds from any sales to Blackbridge Capital. Even if we sell $4,000,000 worth of common stock to Blackbridge Capital under the Purchase Agreement, we may need to obtain additional financing in the future in order to fund our current and future planned operations. We may seek such additional financing in the private and/or public equity markets. We will continue to evaluate additional equity financing opportunities and may execute them when appropriate. However, we cannot offer any assurances that we will consummate such additional financing.

SHARES ELIGIBLE FOR FUTURE SALES

Prior to this offering, there has been a limited market for our common stock. Future sales of substantial amounts of common stock in the public market could adversely affect the market prices prevailing from time to time. Since only a limited number of shares will be available for sale shortly after this offering because of certain restrictions on resale, sales of substantial amounts of our common stock in the public market after restrictions lapse could adversely affect the prevailing market price and our ability to raise equity capital in the future.

Upon completion of this offering, we will have 1,199,173,968shares of common stock issued and outstanding. Of these shares, the shares of common stock being offered will be freely tradable with without restriction or registration under the Securities Act by persons other than “affiliates” of the Company, as defined in the Securities Act, who would be required to sell such shares under Rule 144 under the Securities Act. The remaining 144,565,000 shares of our common stock outstanding will be “restricted securities” as that term is defined in Rule 144(“Restricted Securities”). The Restricted Securities were issued and sold by the Company anticipatesin private transactions in reliance on exemptions from registration under the Securities Act. Of the Restricted Securities, at least 565,000 shares will be eligible for sale in the public market pursuant to Rule 144 under the Securities Act immediately after the date of this prospectus. Additional shares will be eligible for sale in the public market pursuant to Rule 144 from time to time. Sales pursuant to Rule 144 are subject to certain requirements relating to the availability of certain public information about the Company in addition to manner of sale provisions and notice requirements. A person, or persons whose shares are required to be aggregated, who is not deemed an “affiliate” of the Company at any time during the 90 days immediately preceding the sale and who had beneficially owned the “Restricted Securities” for at least six months is entitled to sell such shares under Rule 144 under the Securities Act without regard to any resale limitations or other requirements of Rule 144.

RISK FACTORS

The shares of our common stock being offered for resale by Blackbridge Capital are highly speculative, involve a high degree of risk and should be purchased only by person who can afford to lose their entire amount invested in the common stock. Prospective investors should carefully consider the following risk factors, along with other matters referred to herein, in evaluating our business before purchasing any shares of our common stock. If any of the following risks actually occurs, our business, financial condition or results of operations could be materially adversely affected which, in turn, could result in the loss of all or part of your investment

Risks Related to Our Company and Its Business

We may require additional funds in the future to achieve our business strategy and our ability to obtain funding will have an adverse effect on our business, financial condition and results of operations.

We may need to raise additional funds through public or private debt and/or equity sales in order to fund our operations. These financings may not be available when needed. Even if such financings were available, they may not be on terms and conditions that we deemed acceptable, both for our interests and the interests of our stockholders. The inability to obtain financing would have an adverse effect on our ability to successfully implement our current business plan and, as a result, could, in extreme circumstances, require us to reduce, suspend or terminate our business.

We have generated nominal revenues to date.

We have generated nominal revenues to date and we have nominal assets. Our lack of an operating history in our business makes it difficult to evaluate our business. We face all of the typical risks associated with a new business with all of the unforeseen costs, expenses, problems and uncertainties to which such ventures are subject. As a result, we expect to incur substantial operating losses for the near future. We cannot offer any assurances that we will be able to deliver a premier online chess playing experience.generated revenues or profits from our business or that we will be able to generate or sustain profitability in the future.

We expect losses in the future because our revenues are currently insufficient to offset costs

The Company’s websiteAs reflected in our financial statements included in this prospectus, we have an accumulated net loss of $4,742,306 since inception. Because we have nominal current revenues, we are expecting losses over the next twelve (12) months because we do not yet have sufficient revenues to offset the expenses associated with the development and implementation of our business plan. We cannot offer any assurances that we will feature broadcasts of top worldwide competitions and chess matches, interactive educational materials, online play and interactive tournaments, as well as other services.be successful in generating sufficient revenues in the future.

The Company believes that chess players have two major needs: (1) to play against each other and (2) to watch games of top players including Grandmasters. The Company considers the viewing of chess games as particularly adaptable to the Internet. Moreover, the Internet will allow for real time or archived viewing while enjoying the comments, announcements and analyses of top experts.

The Company anticipates that the playing zone will utilize two-level architecture allowing thousands of users to watch and play as individuals and/or as teams. Web-based services designed for browsers and table computers will initially be the project's centerpiece and main point of focus. The Company anticipates that such an Internet site will have a great appeal to the vast worldwide chess playing population.

Risks and Uncertainties facing the Company

As a development-stage company, the Company has no operating history and is expected to continuously experience losses in the near term. The Company needs to increase its revenue or locate additional financing in order to continue its developmental plans. As a development-stage company, managementresult of the Company must build and market its initial development plans in order to execute the business plan of the Company on a broad scale.

One of the biggest challenges facing the Company will be in securing adequate capital to develop its website, products and services. Likewise, the Company will need to secure sufficient capital to operate the website. Secondarily, following development of its website, a major challenge will be implementing effective sales, marketing and distribution strategies to reach the intended end customers. The Companyforegoing risks, our independent auditor has considered and devised its initial sales, marketing and advertising strategy, however, the Company will need to skillfully implement this strategy in order to achieve success in its business.

Due to these and other factors, the Company’s independent auditors have issued a report raisingexpressed substantial doubt of the Company’sas to our ability to continue as a going concern.

Trading Market

Currently, there is no trading market for the securities of the Company. The Company intends to initially apply for admission to quotation of its securities on the OTC Bulletin Board (or any successor) as soon as possible, which may be while this offering is still in process. There can be no assurance that the Company will qualify for quotation of its securities on the OTC Bulletin Board (or any successor). See “RISK FACTORS” and “DESCRIPTION OF SECURITIES”.

The Offering

The maximum number of Shares that can be sold pursuant to the terms of this offering is 1,500,000. The offering will terminate twenty-four (24) months from the date of this prospectus unless earlier fully subscribed or terminated by the Company.

This prospectus relates to the offer and sale by certain shareholders of the Company of up to 1,500,000 Shares (the “Selling Shareholder Shares”). The selling shareholders will sell the shares offered herein at the fixed price of $0.50 per share for the duration of the offering.

(1) Based on number of shares outstanding as of the date of this prospectus.

Summary Financial Information

The statements of operations data for the year ended December 31, 2014 and theperiod from July 2, 2013 (inception) to December 31, 2013, respectively, and the balance sheet data as of December 31, 2014 and December 31, 2013, respectively, are derived from the Company’s audited financial statements and related notes thereto included elsewhere in this prospectus. The statement of operations data for the three months ended March 31, 2015 and March 31, 2014, respectively, and the balance sheet as of March 31, 2015, provided below are derived from the unaudited financial statements and related notes thereto included elsewhere in this prospectus.

RISK FACTORS

A purchase of any Shares is an investment in the Company’s common stock and involves a high degree of risk. Investors should consider carefully the following information about these risks, together with the other information contained in this prospectus, before the purchase of the Shares. If any of the following risks actually occur, the business, financial condition or results of operations of the Company would likely suffer. In this case, the market price of the common stock could decline, and investors may lose all or part of the money they paid to buy the Shares.

The CompanyOur independent auditor has no revenues to date.

The Company has generated no revenues to date. To date, most of management’s time, and the Company’s limited resources have been spent in developing its business strategy, researching potential opportunities, contacting partners, exploring marketing contacts, establishing operations and management personnel and resources, preparing its business plan and model, selecting professional advisors and consultants and seeking capital for the Company.

The Company’s independent auditors have issued a report raising aexpressed substantial doubt of the Company’sas to our ability to continue as a going concern.

In their audited Our auditor’s report in our financial report,statements for the Company’s independent auditors have issuedfiscal year ended December 31, 2016 contains a comment that unless the Company is ablegoing concern opinion. We had a net loss of $2,344,668 for our year ended December 31, 2016 , an accumulated deficit of $5,451,931 as of December 31, 2016 and insufficient cash resources to generate sufficient cash flows from operations and/or obtain additional financing, there is ameet our business objectives, all of which raise substantial doubt as to itsabout our ability to continue as a going concern.

The Company is a development-stage company with no operating history We continue to actively seek additional sources of its owncapital to fund current and as suchfuture operations. We cannot offer any prospective investor cannot assess the Company’s profitability or performance.

Because the Company is a development-stage company with no operating history, it is impossible for an investor to assess the performance of the Company or to determine whether the Company will meet its projected business plan. The Company has limited financial results upon which an investor may judge its potential. As a company emerging from the development-stage, the Company may in the future experience under-capitalization, shortages, setbacks and many of the problems, delays and expenses encountered by any early stage business. An investorassurances that we will be required to make an investment decision based solely on the Company management’s history and its projected operationssuccessful in light of the risks, expenses and uncertainties that may be encountered by engaging in the Company’s industry.

The Company is a development stage company and has a correspondingly small financial and accounting organization. Being a public company may strain the Company's resources, divert management’s attention and affect its ability to attract and retain qualified officers and directors.

The Company is a development stage company with no developed finance and accounting organization and the rigorous demands of being a public company require a structured and developed finance and accounting group. As a reporting company, the Company is already subject to the reporting requirements of the Securities Exchange Act of 1934. However, the requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs which may be prohibitive to the Company as it develops its business plan, services and scope. These costs have made, and will continue to make, some activities more difficult, time consumingraising additional capital or costly and may place significant strain on its personnel, systems and resources.

The Securities Exchange Act requires, among other things, that companies maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on the development of the Company's business, financial condition and results of operations.

These rules and regulations may also make it difficult and expensive for the Company to obtain director and officer liability insurance. If the Company is unable to obtain adequate director and officer insurance, its ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, will be significantly curtailed.

The Company does not currently possess effective disclosure controls and procedures that are adequate for a public company.

Based upon their respective evaluation, the Chief Executive Officer and Chief Financial Officer of the Company have concluded that, as of March 31, 2015, the existing disclosure controls and procedures of the Company were not effective. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including the principal executive and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

The Company has engaged outside accounting and finance advisors to assist the Company in better implementing effective disclosure controls and procedures.

The Company expects to incur additional expenses and may ultimately never be profitable.

The Company is a development-stage company and has limited operations to date. The Company will need to begin generating revenue to achieve and maintain profitability. To become profitable, the Company must successfully develop and operate its website. These processes involve many factors that are beyond the Company’s control, including the type of competition that the Company may encounter. Ultimately, in spite of the Company’s best or reasonable efforts, the Company may never actually generate revenues sufficient to cover operating expenses or become profitable.our business.

If the Company is unable to generate sufficient cash, it may find it necessary to curtail acquisition and operational activities.

The Company has an extensive business plan hinged on its ability to develop, market and operate a website. If the Company is unable to develop, market and operate its website, then it would not be able to proceed with its business plan or possibly to successfully develop its planned operations at all.

The Company’s revenue and operating margins may decline.

The industry in which the Company operates is highly competitive and experiencing rapid change. The Company will heavily rely on successful product launches and compelling content, products and services. As such, if the Company fails to deliver such content, products and services or fails to execute its strategy successfully, the Company’s revenue may decline. In addition, the Company believes that its operating margin may experience downward pressure due to increasing competition in the industry. The Company expects to continue to spend substantial financial and other resources on website development, including engineering and design expenses and network infrastructure. The Company’s operating costs will increase if it fails to effectively manage costs. In addition, weak economic conditions or other factors could cause the Company’s business to contract, requiring it to implement significant additional cost cutting measures, including a decrease in development, which could harm long-term prospects.

If the Company’sour online chess games and services do not maintain their popularity, our results of operations could be harmed.

The CompanyWe must continuously develop new features and expand, upgrade, enhance and refine existing games, lessons, viewing capability and other features of theour website that are attractive to a significant number of players. Such constant enhancement requires the investment of significant resources and such costs are expected to increase. The CompanyWe may not be able to successfully enhance, expand or upgrade itsour website, causing a reduction in the number of players and users. Any decrease in the popularity of the Company’sour website and content in general, any breach of website security or prolonged server interruption, any loss of rights to any intellectual property underlying such content, or any other adverse developments relating to the website’s most popular features, could harm the Company’s results of operations.

The CompanyOur business operates in a new and rapidly changing industry, which makes it difficult to evaluate its business and prospects.

The online game industry is a new and rapidly evolving industry. The growth of the online game industry and the level of demand and market acceptance for such products are subject to a high degree of uncertainty. The Company’sOur future operating results will substantially depend on numerous factors, many of which are beyond the Company’sour control. The Company’sOur ability to plan for game and website development, distribution and promotional activities will be significantly affected by the Company’sour ability to anticipate and adapt to relatively rapid changes in user preferences. New and different types of entertainment may increase in popularity at the expense of online games. A decline in the popularity of chess and/or online games in general, or the Company’s games in particular, would harm itsour business and prospects.

Any interruption of the Company’sour infrastructure could negatively impact itsour operations and business.

The Company’s technologyOur technology infrastructure is critical to the performance of itsour website, games, video viewing and general user satisfaction. The Company’sOur website operates on systems run by third parties beyond theour control of the Company and which would require significant time to replace. Any website disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors and capacity constraints may harm the Company’s reputation and operations. To the extent the Company doeswe do not effectively address capacity constraints, upgrade its systems as needed and continually improve technology and network architecture to accommodate increasing traffic, itsour business and operating results may suffer. The Company does not maintain insurance policies covering losses relating to its systems and does not have business interruption insurance.

Security breaches, computer viruses and computer hacking attacks could harm our business, reputation, brand and results of operations.

The Company and its websiteOur website and website features may be subject to security breaches, computer malware and computer hacking attacks. These breaches and attacks have become more prevalent in the Company’s industry. Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses could harm the Company’s business, financial condition and operating results.

If an actual or perceived breach of the Company’s security occurs, the market perception of the effectiveness of the Company’sour security measures could be harmed the Companyand we could lose users and players, and would suffer financial exposure due to such events or in connection with remediation efforts, investigation costs, changed security, and system protection measures.

No formal market survey has been conducted.

No independent marketing survey has been performed to determine the potential demand for the Company’s website or services. Nor has the Company conducted marketing studies regarding whether such properties or services would actually be marketable. No assurances can be given that upon marketing, the Company will be able to develop a sufficient customer base and business segment to sustain the Company's operations on a continued basis.

No assurance of market acceptance.

Even if the Company successfully develops a website for playing, interacting and viewing chess, there can be no assurance that the market reception will be positive for the Company or its ventures.

The proposed operations of the Company are speculative.

The success of the proposed business plan of the Company will depend to a great extent on the operations, financial condition and management of the Company. Although the Company has a business plan and intends to execute its overall business strategy, limited operations have been conducted to date. As only limited revenues have been realized as of yet, the proposed operations of the Company remain speculative.

The Company’sOur officers and directors beneficially own and will continue to own a majority of our voting stock after the Company’s common stockoffering and, as a result, can exercise control over stockholder and corporate actions.

Rubin Schindermann and Alexander Starr, officersour current CEO and President, respectively, as well as our sole directors, of the Company, are currently the beneficial ownerowners of approximately 83%73% of the Company’sour outstanding common stock and assuming sale100% of our Series A Preferred Stock, each share of which have voting rights at all times equal to 2x the Shares, will still own 78%number of the Company's then outstandingshares of common stock upon closing of the offering.issued and outstanding. As such theyMr. Schindermann and Mr. Starr will be able to control most matters requiring approval by stockholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership could limit out stockholders’ ability to influence corporate matters and may also have the effect of delaying or preventing a change in control, which in turn could have a material adverse effect on the market price of the Company’s common stock or prevent stockholders from realizing a premium over the market price for their Shares.

Executive officersshares. So long as our management and directorsaffiliated persons collectively control a significant portion of the Companyour common stock, these individuals and/or entities controlled by them, will retain voting control after the offering, which will allow themcontinue to exert substantialbe able collectively to strongly influence over major corporate decisions.

The Company anticipates that its executive officers and directors will, in the aggregate, beneficially own more than a majority of its issued and outstanding capital stock following the completion of this offering, assuming the sale of all Shares hereby offered. Accordingly, the present shareholders, by virtue of their percentage share ownership and certain procedures established by the certificate of incorporation and by-laws of the Company for the election of its directors, mayor effectively control the board of directors and the policies of the Company. As a result, these stockholdersCompany’s operations.

We will retain substantial control over matters requiring approval by the Company’s stockholders, such as (without limitation) the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control, which in turn could have a material adverse effectcontinue to rely on the market price of the Company’s common stock or prevent stockholders from realizing a premium over the market price for their Shares.

The Company depends on itsour current management team to manage itsour business effectively.

The Company'sOur future success is dependent in large part upon itsour ability to understand and develop the business plan and to attract and retain highly skilled management, operational and executive personnel. In particular, due to the relatively early stage of the Company's business, its future success is highly dependent on its officers,Rubin Schindermann and Alexander Starr and, to provide the necessary experience and background to execute the Company's business plan. The loss of any officer’sof their services could impede particularly initially as the Company builds a record and reputation, itsour ability to develop itsthe Company’s objectives, particularly in its ability to operate a website and as such would negatively impact the Company's possible overall development.

The time devoted by Companyour current management may not be full-time.

It is not anticipated that key officersMr. Schindermann or Mr. Starr would devote themselves full-time to the business of the Company at the present time. Once the Company obtains additional financing or generates sufficient revenues and profits, officers may then become employed in a full-time capacity.

Government regulation could negatively impact theour business.

The Company’s business segments may be subject to various government regulations in the jurisdictions in which they operate. Due to the potential wide scope of the Company’s operations, the Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Company’s operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.industry.

There has been no prior public market for

The Company may face significant competition from companies involved in the Company’s securities and the lack of such a market may make resale of the stock difficult.online gaming industry

No prior publicThe online gaming industry is highly competitive. This competitive market has existedcreates the risk of adverse impact to our revenues due to the potential need to increase spending, reduce prices, and thus reduce margins, in order to stay competitive.We compete with companies that develop games for networks, on both web and mobile, vary in size and include companies such as DeNA Co. Ltd. (Japan), Electronic Arts Inc., Gameloft SA, GREE International, Inc., Glu Mobile Inc., King.com Inc., Zynga, Inc., Rovio Mobile Ltd., Supercell Inc., GungHo Online Entertainment, Inc., Kabam and The Walt Disney Company. Furthermore, we expect new competitors to continuously enter the Company’s securitiesmarket and existing competitors to allocate more resources to develop and market competing games and applications. There are presently a number of chess online sites such as Chess.com; InstantChess; Sparkchess and Chess 24. Certain competitors may have greater financial, distribution, marketing and other resources than the Company cannot assure any investorand may be able to secure better arrangements with suppliers and employees and more successfully attract and retain customers. We may be vulnerable to the marketing power and degree of consumer recognition of these larger competitors.

Risks Related to Our Common Stock

In addition to the securities that a market will develop subsequent to this offering. An investor must be fully aware of the long-term nature of an investmenthave been or may in the Company. Thefuture be issued to Blackbridge Capital, the Company intends to apply for quotationhas convertible notes outstanding, the conversion of its common stock on the OTC Bulletin Board (or any successor) as soon as possible, which may be while this offering is stillexpected to dilute the value of our shares.

The Company has $701,519 in process. However, the Company does not know if it will be successful in such application, how long such application will take, or,convertible promissory notes outstanding that if successful, that a market for theare convertible into our common stock will ever develop or continue onat conversion prices that are a discount to the OTC Bulletin Board (or any successor).prevailing market price of our common stock. If for any reason thethese notes are converted into our common stock, is not listed onsuch issuances will cause our existing shareholders’ interests to be diluted which could negatively affect the OTC Bulletin Board (or any successor) or a public trading market does not otherwise develop, investorsvalue of our stockholders’ shares.

We may in the offeringfuture issue additional shares of our common stock which may have difficulty selling their common stock should they desire to do so. If the Company is not successful in its application for quotationa dilutive effect on the OTC Bulletin Board (or any successor), it will apply to have its securities quoted by the Pink OTC Markets, Inc., real-time quotation service for over-the-counter equities.

our stockholders.

SharesOur Articles of common stock inIncorporation, as amended, authorize the Company may be subject to resale restrictions imposed by Rule 144issuance of the Securities and Exchange Commission.

The2,000,000,000 shares of common stock, of which 331,520,510 shares are issued and outstanding as of May 25, 2017. The future issuance of our common stock and/or preferred stock may result in substantial dilution in the percentage of our common stock held by current shareholders are “restricted securities” subjectour existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of shares held by our stockholders and may have an adverse effect on any trading market for our common stock. Other than as disclosed, we currently have no plans, arrangements or understandings to issue additional shares of common stock.

We may issue shares of preferred stock in the limitations of Rule 144 underfuture that may adversely impact the Securities Act. In general, securities can be sold pursuant to Rule 144 after being fully-paid and held for more than 12 months. Sharesrights of the Company’sholders of our common stock are subject to Rule 144 resale restrictions, and accordingly, investors are subject to such resale limitations.stock.

ShareholdersOur Articles of Incorporation, as amended, authorize the Company cannot rely upon Rule 144 to resell securitiesissuance of 20,000,000 shares of preferred stock, of which 1,000,000 are designated as Series A Preferred Stock and are issued and outstanding as of May 25, 2017. The Series A Preferred Stock are held by our officers and directors, Rubin Schindermann and Alexander Starr, in the Company unless certain conditionsamount of 500,000 shares each. The Series A Preferred Stock have so-called “super voting rights” on any matters requiring shareholder approval. In addition, the Series A Preferred Stock are met, including that 12 months have elapsed sinceconvertible into our common stock at the Company filed current Form 10 information indicating that the Company is not a shell company.

Due to the Company’s previous status as a shell company, shareholders cannot rely upon Rule 144 for resalesratio of the Company’s securities (pursuant to Rule 144(i)). As such, certain100 shares of common stock for each share of Series A Preferred Stock. Our board of directors will have no ability for resale or transfer until the Company meetsauthority to fix and determine the requirementsrelative rights and preferences of Rule 144(i)(2)any future issuances of preferred stock, as well as the authority, to issue such shares, without further shareholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to the holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the Securities and Exchange Commission

Rule 144 establishes specific criteria for determining whether a person is not engaged in a distributioncommon stock. To the extent that we do issue such additional shares of securities. Among other things, Rule 144 creates a safe harbor whereby a person satisfyingpreferred stock, the applicable conditionsrights of the Rule 144 safe harbor is deemed not toholders of our common stock could be engaged in a distribution of the securities and therefore not an underwriter of the securities. If a purchaser of securities is unable to rely upon Rule 144 to sell securities (due to Rule 144(i)), then the securities must be registered or another exemption from registration must be found in order for the distribution of securities to be made.impaired thereby. In the event that the securities are not registered or another exemption is not found, a purchaser of securities cannot sell or transfer theaddition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make the removal of management more difficult. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, such as our existing Series A Preferred Stock, which could decrease the relative voting power of our common stock or result in the Company since the Company does not meet the requirements of Rule 144(i)(2).dilution to our existing common stockholders.

Pursuant to Rule 144(i), reliance upon Rule 144 is typically available for the resale of restricted or unrestricted securities that were initially issued by a reporting or non-reporting shell company (or an issuer that has been at any time previously a reporting or non-reporting shell company) only if the following conditions are met:

The Company does not intend to pay dividends to its stockholders, so investors willstockholders.

We do not receiveexpect to pay any return on investmentdividends in the Company prior to selling their interest in it.

The Company does not project paying dividends but anticipates that itforeseeable future. We will retain future earnings for funding the Company’s growth and development. Therefore, investors should not expectThe declaration and payment of dividends, if any, will be at the Companysole discretion of our board of directors, which has the right to pay dividends in the foreseeable future. As a result, investors will not receivechange our dividend policy at any return on their investment prior to selling their Shares in the Company, if and when a market for such Shares develops. Furthermore, even if a market for the Company’s securities does develop, there is no guarantee that the market price for the shares would be equal to or more than the initial per share investment price paid by any investor. There is a possibility that the Shares could lose all or a significant portion of their value from the initial price paid in this offering.time.

The Company’s stock may be considered a penny stock and any investment in the Company’s stock will be considered a high-risk investment and subject to restrictions on marketability.

IfWe are subject now and will likely continue to be subject to the Shares commence trading,Penny Stock rules so long as the trading price of the Company's common stock may beis below $5.00 per share. If the price of the common stock is below such level, trading in itsour common stock would be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended. These rules require additional disclosure by broker-dealers in connection with any trades generally involving any non-NASDAQ equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally institutions). For these types of transactions, the broker-dealer must determine the suitability of the penny stock for the purchaser and receive the purchaser’s written consent to the transactions before sale. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in the Company’s common stock which could impact the liquidity of the Company’s common stock.

The CompanyOur Articles of Incorporation provide for indemnification of our officers and directors and limits their potential or actual liability which may faceresult in significant competition from companies that serve its industries.cost to us and damage the interests of our stockholders.

The online gaming industry is highly competitive. This competitive market createsOur Articles of Incorporation include provisions that eliminate the riskpersonal liability of adverse impact to the Company’s revenues due to the potential need to increase spending, reduce prices,officers and thus reduce margins, in order to stay competitive.

The Company competes with companies that develop games for networks, on both web and mobile, vary in size and include companies such as DeNA Co. Ltd. (Japan), Electronic Arts Inc., Gameloft SA, GREE International, Inc., Glu Mobile Inc., King.com Inc., Zynga, Inc., Rovio Mobile Ltd., Supercell Inc., GungHo Online Entertainment, Inc., Kabam and The Walt Disney Company. Furthermore, the Company expects new competitors to continuously enter the market and existing competitors to allocate more resources to develop and market competing games and applications. Certain competitors may have greater financial, distribution, marketing and other resources than the Company and may be able to secure better arrangements with suppliers and employees and more successfully attract and retain customers. The Company may be vulnerable to the marketing power and degree of consumer recognition of these larger competitors. In addition, the Company has limited experience in developing online games and its ability to succeed is uncertain.

The Company has authorized the issuance of preferred stock with certain preferences.

The board of directors of the Company is authorizedfor monetary damages to issue upthe fullest extent possible under the laws of the State of Delaware. These provisions eliminate the liability of our officers and directors to 20,000,000 shares of $0.0001 par value preferred stock. The board of directors has the power to establish the dividend rates, liquidation preferences,Company and voting rightsour stockholders for monetary damages arising out of any seriesviolation of preferred stock, and these rights may be superior to the rightsan officer’s or a director’s fiduciary duty of holders of the Shares. The board of directors may also establish redemption and conversion terms and privileges with respect to any shares of preferred stock. Any such preferences may operate to the detriment of the rights of the holders of the Shares, and further, could be used by the board of directors as a device to prevent a change in control of the Company. No such preferred shares or preferences have been issued to date, but such shares or preferences may be issued at a later time, subject to the sole discretion of the board of directors.care.

The Company does not maintain certain insurance, including errors and omissions and indemnification insurance.

The Company has limited capital and, therefore, doeswe do not currently have a policy of insurance against liabilities arising out of the negligence of its officers and directors and/or deficiencies in any of its business operations. Even assuming that the Company obtained insurance, there is no assurance that such insurance coverage would be adequate to satisfy any potential claims made against the Company, its officers and directors, or its business operations. Any such liability which might arise could be substantial and may exceed the assets of the Company. The certificate of incorporation and by-laws of the Company provide for indemnification of officers and directors to the fullest extent permitted under Delaware law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons, it is the opinion of the Securities and Exchange Commission that such indemnification is against public policy, as expressed in the Act, and is therefore, unenforceable.

Risks Related to the Purchase Agreement with Blackbridge Capital

The Company has not applied for any intellectual property or trade secret protection on any aspectssale of its business. The Company has no current plans on attemptingour common stock to obtain patents, copyright, trademarks and/or service marks on anyBlackbridge Capital may cause dilution and the sale of its solutions and services. There can be no assurance that the Company can obtain effective protection against unauthorized duplicationshares of common stock acquired by Blackbridge Capital or the introductionperception that such sales may occur could cause the price of substantially similar solutionsour common stock to fall.

On October 18, 2016, we entered into the Purchase Agreement with Blackbridge Capital. Pursuant to the Purchase Agreement, Blackbridge Capital has committed to purchase up to an aggregate of $4,000,000 of our common stock. The shares that may be sold pursuant to the Purchase Agreement in the future may be sold by us to Blackbridge Capital at our discretion from time to time, beginning after the registration statement that includes this Prospectus has been declared effective by the Securities and services.

Exchange Commission and concluding on the two-year anniversary thereof. The offeringpurchase price per share for the shares that we may sell to Blackbridge Capital under the Purchase Agreement will fluctuate based on the price of our common stock and will be equal to 87% of the lowest closing bid price of the Shares has been arbitrarily determined bycommon stock for the Companyten (10) consecutive trading days immediately following our request for Blackbridge Capital to purchase the shares. Depending on market liquidity at eh time, sales of such shares may cause the trading price of our common stock to fall.

We generally have the right to control the timing and the amount of any sales of our shares to Blackbridge Capital, except that, pursuant to the Purchase Agreement, we would be unable to sell shares to Blackbridge Capital if such offering should not be used by an investor as an indicatorpurchase would result in beneficial ownership equaling more than 4.99% of the fair market valueoutstanding common stock. Blackbridge Capital may ultimately purchase all, some or none of the Shares.shares of our common stock that be sold pursuant to the Purchase Agreement and, after it has acquired the shares, Blackbridge Capital may sell all, some or none of those shares. Therefore, sales to Blackbridge Capital by could result in substantial dilution to our stockholders. In addition, the sale of a substantial number of shares of our common stock to Blackbridge Capital, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

Currently there is no publicBlackbridge Capital will pay less than the then-prevailing market price for our common stock for purchases under the Purchase Agreement

The common stock to be sold under the Purchase Agreement will be purchased at a 13% discount to the lowest closing bid price of our common stock for the Company’s common stock. The offering price for the Shares has been arbitrarily determined by the Company and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. Thus an investor should be aware that the offering price does not reflect the fair market price of the Shares.

The Company may complete a primary public offering (or private placement) for Shares in parallel with orten (10) consecutive trading days immediately following this offering.

The Companythe delivery of shares to Blackbridge Capital. We may conductnot issue a primary public offering (or private placement) for Sharesnew or additional draw down notice until the later of (i) the eleventh day after delivery of shares to raise proceeds forBlackbridge Capital from the Company. Such an offering may be conducted in parallel with or immediately following this offering. Sales of additional Shares will dilutepreceding draw down; and (ii) the percentage ownership of shareholders indate which Blackbridge Capital has liquidated any remaining shares from the Company.

Forward-Looking Statements

This prospectus contains, in addition to historical information, certain information, assumptions and discussions that may constitute forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially than those projected or anticipated. Actual results could differ materially from those projected in the forward-looking statements. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, the Company cannot assure an investor that the forward-looking statements set out in this prospectus will prove to be accurate. The Company’s businesses can be affected by, without limitation, such things as natural disasters, economic trends, international strife or upheavals, consumer demand patterns, labor relations, existing and new competition, consolidation, and growth patterns within the industries in which the Company competes and any deterioration in the economy may individually or in combination impact future results.

DETERMINATION OF OFFERING PRICE

There is no public market for the Company’s common stock and the price at which the Shares are being offered has been arbitrarily determinedpreceding draw down by the Company. This price does not necessarily bear any direct relationshipBlackbridge Capital has a financial incentive to sell our common stock immediately upon receiving the shares to realize the profit equal to the assets, operations, book or other established criteriadifference between the discounted purchase price and the market price. If Blackbridge Capital sells the shares, the price of valueour common stock could decrease. If our stock price decreases, Blackbridge Capital may have a further incentive to sell the shares of the Company but represents solely the arbitrary opinion of management of the Company.our common stock that it holds. These sales may have a further impact on our stock price.

DIVIDEND POLICY

The Company doesWe have never declared nor paid a cash dividend. We currently intend to retain all our cash and any earnings for use in our business and, therefore, do not anticipate that it will declarepaying any cash dividends in the foreseeable future. Any future but rather intendsdetermination to use any future earnings forpay cash dividends will be at the developmentdiscretion of its business.our Board of Directors and will be dependent upon our financial condition, results of operations, capital requirements and such other factors as the Board of Directors considers relevant.

SELLING SHAREHOLDER SALESMARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

This prospectus relates to the sale of 1,500,000 outstanding shares of the Company’sOur common stock is quoted on the OTC Markets Group OTC Pink under the symbol “CHZP”. Our common stock commenced trading in the December 2015. The high and low closing prices of our common stock as reported by OTC Markets for the holders of those shares. The selling shareholders will sellperiods indicated are set forth below.

On May 25, 2017, the shares offered herein at the fixedclosing price of $0.50 per shareour common stock as quoted by OTC Markets was 0.0045. The OTC Markets prices set forth in the foregoing table represent inter-dealer quotations without adjustments for retail mark up, mark-down or commissions and may not represent the durationprices of the offering.

actual transactions.

Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling shareholders in connection with sales of the common stock. The selling shareholders may from time to time offer their shares through underwriters, brokers-dealers, agents or other intermediaries. The distribution of theOur common stock by the selling shareholders may be effected in one or more transactions that may take place through customary brokerage channels, in privately negotiated sales; by a combination of these methods; or by other means. The Company will not receive any portion or percentage of any of the proceeds from the sale of the Selling Shareholders’ Shares.

PLAN OF DISTRIBUTION

The Company and the selling shareholders are seeking an underwriter, broker-dealer or selling agent to sell the Shares. Neither the Company nor the selling shareholders have entered into any arrangements with any underwriter, broker-dealer or selling agent as of the date of this prospectus. At the time of this prospectus, neither the Company nor the selling shareholders has located a broker-dealer or selling agent to sell the Shares.

The Company intends to maintain the currency and accuracy of this prospectus and to permit offers and sales of the Shares for a period of up to two (2) years, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission.

Pursuantis subject to the provisions of Section 15(g) and Rule 3a4-115G-9 of the Securities Exchange Act of 1934, noneas amended (“Exchange Act”), commonly referred to as the “penny stock” rule. Section 15G sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the officersExchange Act.

The Securities and Exchange Commission (“SEC”) has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price less than $5.00, other than securities registered on certain national securities exchanges or directors offeringquoted on the SharesNASDAQ system, provided that current price and volume information with respect to transactions in such securities is consideredprovided by the exchange or system. The penny stock rules requires a broker-dealer, prior to be a brokertransaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC that (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and the rights and remedies available to the customer with respect to a violation of such duties or other requirements the securities laws; (c) contains a brief, clear narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquires on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and )f) contains such other information and is in such form, including language, type, size and format, as (i) no officerthe SEC may require.

The broker-dealer also must provide the customer, prior to effecting any transactions in penny stock, with (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask price apply, or directorother comparable information related to the depth and liquidity of the market for such stock; and (d) monthly accounts statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt for those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock because our common stock is subject to any statutory disqualification, (ii) no officer or directorthe penny stock rules. Therefore, stockholders may have difficulty selling those securities.

As of May 25 2017, we had 37,909,297 shares of common stock issued and outstanding held by 46 shareholders of record. Our transfer agent is nor will be compensated by commissionsVStock Transfer, LLC, and 18 Lafayette Place, Woodmere, NY 11598.

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

The information and financial data discussed below is derived from our unaudited condensed interim financial statements for salesthe three months ended March 31, 2017 and were prepared and presented in accordance with generally accepted accounting principles in the United States.

Forward Looking Statements

Some of the securities, (iii) no officerstatements contained herein that are not historical facts are “forward -looking statements” which can be identified by the use of the terminology such as “estimates,” “projects,” “plans,” “believes,” “expects,” “anticipates,” “intends,” or director is associatedthe negative or other variations, or by discussions of strategy that involve risks and uncertainties. We urge you to be cautious of the forward-looking statements, that such statements, which are contained herein, reflect our current beliefs with respect to future events and involve known and unknown risks, uncertainties and other factors affecting our operations, market growth, services, products and licenses. No assurances can be given regarding the achievement of future results, as actual results may differ materially as a brokerresult of the risks we face, and actual events may differ from the assumptions underlying the statements that have been made regarding anticipated events. Factors that may cause actual results, our performance or dealer, (iv) allachievements to differ materially from those contemplated by such forward-looking statements include without limitation: 

All forward looking statements made herein that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Given the uncertainties that surround such statements you are cautioned not to place undue reliance on such forward looking statements.

Overview

The Company was incorporated on July 2, 2013 under the laws of the state of Delaware to operate an online chess site featuring sophisticated playing zones, game broadcasts with software analyses and top analysts' commentaries, education and other chess oriented resources.

The Company registered its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.

In May, 2014, the Company effected a change in control by the redemption of the stock held by its original shareholders, the issuance of shares of its common stock to new shareholders, the resignation of its original officers and directors are primarily employed on behalfand the appointment of the Company in substantial dutiesnew officers and (v) no officer or director participates in offering and selling securities more than once every 12 months.directors.

The offering will terminate 24 months following the dateCompany issued 1,000,000 shares of the initial effectiveness of the registration statement to which this prospectus relates, unless earlier closed.

Resales of the Securities under State Securities Laws

The National Securities Market Improvement Act of 1996 ("NSMIA") limits the authority of states to impose restrictions upon resales of securities madeits common stock pursuant to Sections 4(1) and 4(3)Section 4(a)(2) of the Securities Act of 1933 at par representing 66.7% of the total outstanding 1,500,000 shares of common stock as follows:

With the issuance of the 1,000,000 shares of stock and the redemption of 20,000,000 shares of stock, the Company effected a change in its control and the shareholder(s) elected new management of the Company. The Company changed its name as part of the change in control.

Business and Plan of Operations

The Company operates an online chess site featuring sophisticated playing zones, game broadcasts with software analyses and top analysts' commentaries, education and other chess oriented resources. We believe that chess players have two major needs: (i) to play against each other and (ii) to watch chess matches between to players including Grandmasters. To meet that need, we have developed “Chess Stars” as an interactive and educational website that allows chess players to play online, watch broadcasted chess tournaments, learn to play and improve their skills and to participate in our patent-pending “Choose Your Moves and Win” contests. Utilizing advanced two-tier architecture, “Chess Stars” can support virtually an unlimited range of content and services designed to attract viewers. With a model similar to that of TV poker, viewers are able to see an odds matrix for any position on the chess board. Percentage of success for each move is based on statistics, computer analysis and our proprietary value calculations. The viewing of chess games is particularly adaptable to the Internet to allow for real time or archival viewing while enjoying the comments, announcements and analyses of top chess experts. We anticipate we will be able to deliver high quality viewing and game-playing experiences featuring broadcasts of top worldwide games, education, interactivity, playing and other services and facilitate the emergence of chess as a mainstream sport.

In October 2016, we started our Chess Stars Club Membership Program. Club members enjoy free entry to all events, including our cash prize events. Club membership costs $12.95 per month or $99.00 per year. At the present time, we have sold 93 Club memberships. We have derived our revenues at date from the sale of Club memberships and our live events such as Chess Stars Camps, live chess tournaments and Chess Festivals with attendees paying on the average of $50.00 per person.

We have spent approximately $470k on software development and have issued shares fair valued at approximately $1.9mn to consultants and advisors. These expenses have been partially capitalized as Intangible Assets and the remaining part has been reported by us on the statement of operations as website development, software development and advisory and consulting expenses, and represent a major value to the Company and its investors.

The Company, acquired certain assets (the “Acquisition”) of Chess Supersite, Inc., a corporation existing under the laws of Ontario, Canada. The Acquisition was consummated pursuant to the terms of the Asset Purchase Agreement (the “Agreement”) dated July 23, 2014 and in exchange for the issuance of 5,000,000 shares of common stock to Chess Supersite, Inc. The purpose of the Acquisition was to develop the Company’s business and build substantive operations from this initial base of assets, as well as to facilitate and prepare the Company for a registration statement and/or public offering of securities. On December 11, 2014 the Company filed a form 8-K, changing the status of the company from shell to operating.

The Company has started to generate revenues. There is currently no income or cash flows from operations, however due to the high initial costs. The Company's independent auditors have substantial doubt about the Company's ability to continue as a going concern. At present, continuation of the Company as a going concern is dependent upon financial support from its stockholders and its ability to obtain necessary equity financing to continue its operations.

Results of Operations

We have not generated significant revenue to date and consequently our operations are subject to all of the risks inherent in the establishment of a new business enterprise. Our analysis on the performance of the Company is as follows:

Balance sheet – As at March 31, 2017 and December 31, 2016

Cash

At March 31, 2017 we had cash of $17 compared to $16,262 as at December 31, 2016. The decrease is due to payments of software development, consulting, professional and legal expenses during the period.

Prepaid asset

Prepaid asset amounting to $140,000 represents commitment fee owed by us to a certain investor in respect of a drawdown facility which is not yet active.

Intangible assets

Intangible assets represents the amount incurred by the Company related to the development of the online chess gaming website. During the quarter ended March 31, 2017, intangible assets amounting to $nil were capitalized as compared to $137,611 during the year ended December 31, 2016.

Accounts payable and accrued liabilities

At March 31, 2017 we had $331,450 of accounts payable and accrued liabilities as compared to $277,518 as at December 31, 2016. The balance primarily represents software development charges amounting to $247,306, interest on promissory notes amounting to $55,443, marketing services cost amounting to $13,650, rent amounting to $3,000, legal fee amounting to $5,000, accounting fee accrual of $2,500, and review fee accrual of $3,000.

Payable to related parties

At March 31, 2017 we had $489,697 of amount payable to related parties as compared to $514,697 as at December 31, 2016. The balance represents management services fee outstanding to the two shareholder/managers of the Company.

Shareholder advances

At March 31, 2017 we had $169,084 of shareholder advances as compared to $144,474 as at December 31, 2016. The balance represents Company expenses personally paid by shareholders.

Convertible promissory notes payable

In January 2017 we entered into an agreement with an investor and issued them a convertible promissory note amounting to $33,000. The outstanding amount under the note is due on or before November 5, 2017. We accrued interest on these notes during the three months ended March 31, 2017 amounting to $28,031.

Statement of Operations – For the three months March 31, 2017 and 2016:

Revenue

Revenue of $969 represents membership fee for the Company’s chess gaming website.

Expenses

Our expenses are classified primarily into advisory and consultancy fee, salaries and wages, legal and professional fees, software development expense and website development and marketing expense. The significant decrease in overall expenses for the three months ended March 31, 2017 compared to 2016 is due to the company’s limited operations in the comparative period. During the period, we also hired several independent consultants to provide us services with respect to our chess gaming website.

Expenses for the three months ended March 31, 2017 primarily represented Advisory and consultancy fee amounting to $36,000, salary for two employees amounting in total to $75,000, legal and professional charges of $32,366 comprising audit, accounting and Edgar agent fee, software development expense of $30,400, website development and marketing expense amounting to $24,321 for the development of the Company’s website Chessstars.com and its marketing and publicity, rent and utilities amounting to $4,855, depreciation expense of $3,440, office and general expenses amounting to $18.

Other expenses comprised, change in fair value of derivative liability amounting to $307,421 and interest and bank charges amounting to $28,248.

At March 31, 2017, we had a working capital deficit of $2,341,400. We are actively seeking various financing operations to meet the working capital requirements.

To date we have relied on third parties to provide financing for our operations by way of private placements. The proceeds may not be sufficient to effectively develop our business to the fullest extent to allow us to maximize our revenue potential, in which case, we will need additional capital.

Off-Balance Sheet Arrangements

We have no 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 are material to stockholders.

Critical Accounting Policies

Revenue is recognized when persuasive evidence of an arrangement exists, services have been performed, the amount is fixed and determinable, and collection is reasonably assured.

Other critical accounting policies are described in the Company’s Form 10-K for the year ended December 31, 2016.

Subsequent Events

In April 2017, we issued 40,000,000 shares of preferred stock each, to Rubin Schindermann and Alexander Starr, as consideration for advisory and consultancy services, which were recorded at fair value. In April 2017, we issued 8,000,000 shares of common stock to individuals on conversion of convertible promissory notes amounting to $13,600.

Description of Property

Our principal executive office is located at 1131A Leslie Street, Suite 101, Toronto, Ontario, Canada, M3C 3L8.

THE BUSINESS OF THE COMPANY

History

We were incorporated in the State of Delaware on July 2, 2013, under our original name of River Run Acquisition Corporation. On May 5, 2014, we issued 500,000 shares of common stock to Rubin Schindermann and 500,000 shares of Common Stock to Alexander Starr. With the issuance of these shares and the redemption of 19,500,000 shares of common stock issued to our original officers, directors and shareholders, we effected a change of control. Mr. Schindermann and Mr. Starr became our new officers and directors. They accepted the resignations of our original founding officers and directors. Effective May 13, 2014, the Company changed its name to Chess Supersite Corporation.

On July 23, 2014, we acquired certain assets (“Acquisition”) of Chess Supersite, Inc., a corporation existing under the laws of Ontario, Canada (“Chess Canada”). The Acquisition was consummated pursuant to the terms of the Asset Purchase Agreement and the issuance of 5,000,000 shares of our common stock to Chess Canada. In the Acquisition, we acquired all right, title and interest in and to the properties, assets, interests and rights of Chess Canada, including the contracts and intellectual property which are related to the business of developing, operating and maintaining a website focused on the game of chess. Chess Supersite, Inc. is under the common control of Rubin Schindermann and Alexander Starr.

Overview

The Company operates an online chess site featuring sophisticated playing zones, game broadcasts with software analyses and top analysts' commentaries, education and other chess oriented resources. We believe that chess players have two major needs: (i) to play against each other and (ii) to watch chess matches between to players including Grandmasters. To meet that need , we have developed “Chess Stars” as an interactive and educational website that allows chess players to play online, watch broadcasted chess tournaments, learn to play and improve their skills and to participate in our patent-pending “Choose Your Moves and Win” contests. Utilizing advanced two-tier architecture, “Chess Stars” can support virtually an unlimited range of content and services designed to attract viewers. With a model similar to that of TV poker, viewers are able to see an odds matrix for any position on the chess board. Percentage of success for each move is based on statistics, computer analysis and our proprietary value calculations. The viewing of chess games is particularly adaptable to the Internet to allow for real time or archival viewing while enjoying the comments, announcements and analyses of top chess experts. We anticipate we will be able to deliver high quality viewing and game-playing experiences featuring broadcasts of top worldwide games, education, interactivity, playing and other services and facilitate the emergence of chess as a mainstream sport.

In October 2016, we started our Chess Stars Club Membership Program. Club members enjoy free entry to all events, including our cash prize events. Club membership costs $12.95 per month or $99.00 per year. At the present time, we have sold 93 Club memberships. We have derived our revenues at date from the sale of Club memberships and our live events such as Chess Stars Camps, lie chess tournaments and Chess Festivals with attendees paying on the average of $50.00 per person.

We have spent approximately $470k on software development and have issued shares fair valued at approximately $1.9mn to consultants and advisors. These expenses have been partially capitalized as Intangible Assets and the remaining part has been reported by us on the statement of operations as website development, software development and advisory and consulting expenses, and represent a major value to the Company and its investors.

Effective March 1, 2016, the Company issued its Non-Negotiable Convertible Promissory Notes(“Notes”)to two private investors in the aggregate principal amount of $300,000. Each of the Notes was in the principal amount of $150,000 with a maturity date of September 1, 2016(“Maturity Date”), at which time the outstanding principal and interest balance is due and payable. Each of the Notes is convertible into Common Stock of the Company at a conversion price equal to 45% of the lowest trading price of the Common Stock as reported on the OTC Markets Group’s OTC Pink quotation service. The Notes provide that the holders cannot exercise their respective rights of conversion prior to the Maturity Date and that any such conversion is limited to the holders beneficially holding not more than 4.99% of the Company’s then issued and outstanding Common Stock after conversion.

Effective May 19, 2016, the Company completed a private funding transaction with a private institutional investor under the terms of the Company’s 8% Convertible Redeemable Note(“Note”)in the principal amount of $75,000.00 dated May 19, 2016. The maturity date of the Note is May 19, 2017(“Maturity Date”), at which time the outstanding principal and interest balance is due and payable. The Note provides, among other things, that in the event the Note holder exercises the right of conversion, the conversion price will be equal to 52% of the lowest closing bid price of the Company’s common stock for the twenty (20) trading days prior to the date of conversion. The Note further provides that such conversion is limited to the holder beneficially holding not more than 4.99% of the Company’s then issued and outstanding common stock after the conversion. The proceeds of the Note will be used by the Company for general working capital purposes.

Employees

We currently have two employees, Rubin Schindermann, our CEO, and Alexander Starr, our President. We have contracted with a number of independent contractors and consultants to provide a range of information technology and marketing services who do not receive cash compensation but receive shares of our common stock as compensation. This mitigates any need for full or part-time employees for these services.

Intellectual Property Protection

On July 8, 2016, we submitted an International Patent Application with the Canadian Intellectual Property Office for an “Interactive Expectation-Based System and Method” for our online chess competition entitled “Chess Your Moves and Win”.

Competition

We compete with companies that develop games for networks, on both web and mobile, vary in size and include companies such as DeNA Co. Ltd. (Japan), Electronic Arts Inc., Gameloft SA, GREE International, Inc., Glu Mobile Inc., King.com Inc., Zynga, Inc., Rovio Mobile Ltd., Supercell Inc., GungHo Online Entertainment, Inc., Kabam and The Walt Disney Company. Furthermore, we expect new competitors to continuously enter the market and existing competitors to allocate more resources to develop and market competing games and applications. At the present time, we have identified a number of chess online sites which file reportscould be considered competitors, such as Chess.com; InstantChess; SparkChess and Chess24, among others. We are committed to establishing and maintaining the highest quality interactive chess playing and learning site.

Advisory Board

We have established an Advisory Board that presently consists of three (3) members; Garry Kasparov, Michael Khodarkovsky and Nava Starr. Mr. Kasparov is a Russian Chess Grandmaster, former World Chess Champion, writer and political activist. Mr. Khodarkovsky is a Chess Master. He is the President of the Kasparov Chess Foundation and World Chess Federation Senior Trainer and Chair of the International Affairs Committee of the United States Chess Federation. Nava Starr holds the title of Woman International Master. She is an eight-time Canadian Ladies Champion and has represented Canada in the Women’s Chess Olympiad and Women’s World Championship. She is married to our President Alexander Starr. The Advisory Board was established to advise and make non-binding recommendations to the Board of Directors with respect to matters within the area of expertise of the Advisory Board. The Advisory Board operates under Sections 13an Advisory Board Charter. Advisory Board members do not receive cash compensation but, in the discretion of the Board of Directors, may receive stock options or 15(d)stock grants.

Corporate Facilities

The Company does not own any properties at this time and has no agreements to acquire any properties. The Company leases its administrative and executive offices at a monthly rent of $1,000 per month from Hard Asset Capital Corp., a private company owned by our CEO, Rubin Schindermann, located at 1131 Leslie Street, Suite 101, Toronto, Ontario, Canada.

Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act 0f 2012 (“JOBS Act”) and may take advantage of certain exemptions from certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” included but not limited to, not being required to comply with auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act and exemptions from the requirements of holding a nonbinding advisory vote of shareholders on executive compensation and any golden parachute payments not previously approved.

We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year during which our revenues exceed $1 billion; (ii) the date on which we issue more than $1 billion of non-convertible debt in a three year period; (iii) the last day of the fiscal year following the fifth anniversary of the date of our first sale of our common equity securities pursuant to an effective registration statement filed pursuant to the Securities Act of 1933,as amended; or (iv) when the market value of our common stock that is held by non-affiliated exceeds $700 million as of the last business day of our most recently completed second fiscal quarter.

To the extent we continue to qualify as a “smaller reporting company”, as defined in Rule 12b-2 under the Securities Exchange Act. ResalesAct of 1934, as amended, after we cease to qualify as an “emerging growth company”, certain of the Sharesexemptions available to us as an “emerging growth company” may continue to be available to us as “smaller reporting company” including (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; and (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements instead of three.

LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company or in which any officer, director or affiliate of the Company is a party.

MANAGEMENT

The following table sets forth information regarding the members of the Company’s board of directors and its executive officers:

Rubin Schindermann serves as the Chief Executive Officer and a director of the Registrant. Mr. Schindermann has been in the secondary marketbusiness community for over 30 years. In 2002, he established Rubin and Associates Financial Services where he provided services to several private and public companies while providing corporate governance and management direction to ensure complete transparency for shareholders. Since 2011, Mr. Schindermann has served as president and director of Hard Asset Capital Corp. Mr. Schindermann holds a Bachelor of Arts degree in science. Mr. Schindermann holds a BA from the University of Saratov USSR and a Degree in Accountancy from the University of Tel-Aviv.

Alexander Starr serves as President and a director of the Registrant. Mr. Starr has many years of experience in the business community and brings an established record in business development, marketing and management. From 2009 to 2013, Mr. Starr was president of Oxford Capital Partners, a division of a 1520814 Ontario Inc. company, responsible for day-to-day operations of the company, consulting with client companies to establish and develop business ventures. From 2013 to the present, Mr. Starr has served as president of Chess Supersite Inc., overseeing the operations and development of the supersite and promoting chess issues. Mr. Starr is a Master of Chess and a voting member of the Canadian Federation of Chess. Mr. Starr received his BA from Gorki State University, Russia.

There are no family relationships between Mr. Schindermann and Mr. Starr. As previously disclosed, Mr. Starr is the husband of Nava Starr, a member of our Advisory Board.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our officers and directors are indemnified from personal liability as provided by our Articles of Incorporation, our Bylaws and Section 415 of the Delaware General Corporation Act. Section 415 of the Delaware General Corporation Act authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and corporate agents. As permitted by Delaware law, our Articles of Incorporation provides that, to the fullest extent permitted by Delaware law, no director will be made pursuantpersonally liable to Section 4(1)the Company or our stockholders for monetary damages for breach of fiduciary duty as a director. Pursuant to Delaware law, such protection will not available for liability:

· for any breach of a duty of loyalty to our stockholders;

· for acts or omissions not in good faith or that involve intentional or knowing violation of law;

· for any transaction from which the director derived an improper personal benefit;

· for an act or omission for which the liability of the Securities Act (sales other thandirector is expressly provided aby applicable statute, including unlawful payment of dividends or unlawful stock repurchases or redemptions as provided by an issuer, underwriter or broker). The resale of such Shares may be subject to the holding period and other requirements of Rule 144Section 174 of the Delaware General Rules and RegulationsCorporation Law.

We have been advised that in the opinion of the Securities and Exchange Commission.

Selling Shareholders

The selling shareholders will sellCommission indemnification for liabilities arising under the shares offered herein atSecurities Act is against public policy as expressed in the fixed priceSecurities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of $0.50 per share for the duration of the offering.

The distribution of the Selling Shareholder Shares may be effected in oneour directors, officer, or more transactions that may take place through customary brokerage channels, in privately-negotiated sales, by a combination of these methods or by other means. The selling shareholders may from time to time offer their shares through underwriters, brokers-dealers, agents or other intermediaries. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling shareholderscontrolling person in connection with sales of the Shares. The Companysecurities being registered, we will, not receive any portion or percentage of any of the proceeds from the sale of the Selling Shareholders' Shares. Of the 1,500,000 Selling Shareholder Shares includedunless in the registration statementopinion of which this prospectusour legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is a part, 600,000 Selling Shareholder Shares are heldagainst public policy to court of appropriate jurisdiction. We will then be governed by officers, affiliates or directors of the Company.court's decision.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of the date of this prospectus regarding the beneficial ownership of the Company’s common stock by each of our executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person. Beneficial ownership is determined under the rules of the Securities and Exchange Commission which provides that a person is deemed to the beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has the right to acquire ownership with 60 days. More than one person may be deemed to be the beneficial owner of the same securities.

_________________________

EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth information concerning compensation paid, earned or accrued during the fiscal years ended December 31, 2015 and December 31, 2016.

DESCRIPTION OF SECURITIES

Capitalization

The Company isWe are authorized to issue 100,000,0002,000,000,000 shares of common stock, par value $0.0001, of which 6,900,000331,510,520 shares are outstanding as of the date of the registration statement, of which this prospectus is a part.June 5, 2017. The Company is also authorized to issue 20,000,000 shares of preferred stock, par value $0.0001,value$0.0001, of which no1,000,000 shares wereare currently outstanding and designated as of the date of the registration statement, of which this prospectus is a part.Series A Preferred Stock.

The following statements relating to the capital stock set forth the material terms of the securities of the Company, however, reference is made to the more detailed provisions of, and such statements are qualified in their entirety by reference to, the certificate of incorporation and the by-laws, copies of which are filed as exhibits to this registration statement.

Common Stock

The Company is registering up to 1,500,000 shares of common stock for sale to the public by the holders thereof at a price of $0.50 per Share. The Company is not directly offering any Shares for sale.

Holders of shares ofour common stock are entitled to one vote for each share onheld in the election of directors and in all other matters to be voted on by the stockholders. Holders of common stock do not haveThere is no cumulative voting rights.

Subject to preferences that may be applicable to any outstanding sharesin the election of preferred stock, the holdersdirectors. Holders of common stock are entitled to share ratably inreceive dividends if any, as may be declared from time to time by theour board of directors in its discretion fromout of funds legally available therefor.

therefore. In the event of liquidation, dissolution or winding up of the corporation, holders of common stock are to share in all assets remaining after the payment of liabilities. Holders of common stock have no preemptivepre-emptive or conversion rights and are not subject to purchase the Company’s common stock.further calls or assessments. There are no conversion or redemption rights or sinking fund provisions with respectapplicable to the common stock. The Company may issue additionalAll of the outstanding shares of common stock which could dilute its current shareholder's share value.are fully paid and non-assessable.

Preferred Stock

SharesWe are authorized to issue 20,000,000 shares of preferred stock, par value $0.0001, of which 1,000,000 shares are designated Series A Preferred Stock. The Series A Preferred Stock is entitled to vote on all matters submitted to stockholders and shall be entitled to voting rights equal to a multiple of 2x the number of shares of common stock then issued and outstanding shall vote together with the holders of the common stock and not as a separate class. The Preferred Stock is convertible, at the holder's option, the rate of 100 shares of common stock for every one share of Series A Preferred Stock. Our CEO, Rubin Schindermann, holds 500,000 shares of the Series A Preferred Stock and our President, Alexander Starr, holds 500,000 shares of Series A Preferred Stock. Our Board of Directors is granted the authority under our Articles of Incorporation to establish and designate the rights, preferences, privileges and limitations of any class or series of our preferred stock without the need for any further action or vote of our stockholders. One consequence of undesignated preferred stock may be issued from time to time in oneenable the Board of Directors to render more difficult or more series as may be determined by the board of directors. The board of directors may fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof without any further vote or action by the stockholders of the Company, except that no holder of preferred stock shall have preemptive rights. Any shares of preferred stock so issued would typically have priority over the common stock with respect to dividend or liquidation rights. Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change indiscourage an attempt to obtain control of the Company without further action by the stockholders and may adversely affect the voting and other rightsmeans of the holders of common stock.

At present, the Company has no plans to issue any preferred stock or adopt any series, preferencesa tender offer, proxy contest, merger or other classificationbusiness combination transaction and thereby to protect the continuity of preferred stock.our management. The issuance of shares of preferred stock orpursuant to the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal. For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage voteauthority of the stockholders. In addition, under certain circumstances, the issuanceBoard of preferred stock couldDirectors may adversely affect the voting powerrights of the holders of our common stock by granting to the preferred stock a preference over common stock.stock on the payment of dividends, distributions in the event of liquidation and/or voting rights.

Although the Company’s board of directors is required to make any determination to issue such preferred stock based on its judgment as to the best interests of the stockholders of the Company, the board of directors could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock. The board of directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or otherwise.

If the Company meets the qualifications, it intends to apply for quotation of its securities on the OTC Bulletin Board (or any successor). The OTC Bulletin Board (or any successor) differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the "specialist" common to stock exchanges. To qualify for quotation on the OTC Bulletin Board (or any successor), an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. In addition, the Company must make available adequate current public information as required by applicable rules and regulations.

In certain cases the Company may elect to have its securities initially quoted in the Pink Sheets published by Pink OTC Markets Inc. In general there is greater liquidity for traded securities on the OTC Bulletin Board (or any successor), and less through quotation on the Pink Sheets. It is not possible to predict where, if at all, the securities of the Company will be traded following the effectiveness of this registration statement.

Transfer Agent

It is anticipated that Globex Transfer, LLC of Deltona, Florida will act as transfer agent for the common stock of the Company.

Penny Stock Regulation

Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on national securities exchanges or listed on the Nasdaq Stock Market, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system. The penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Because of these penny stock rules, broker-dealers may be restricted in their ability to sell the Company’s common stock. The foregoing required penny stock restrictions will not apply to the Company’s common stock if such stock reaches and maintains a market price of $5.00 per share or greater.

Dividends

The Company has not paid any dividends to date. The Company intends to employ all available funds for the growth and development of its business, and accordingly, does not intend to declare or pay any dividends in the foreseeable future.

THE BUSINESSINTEREST OF NAMED EXPERTS AND COUNSEL

Background

The Company is a development-stage company planning to develop and operate an online platformvalidity of the shares being offered has passed upon for viewing and playing chess. The Company was incorporated in the State of Delaware in July 2013, and was formerly known as River Run Acquisition Corporation (“River Run” or “River Run Acquisition”).

In May 2014, the Company implementedby Robert C. Laskowski, Law Office, Portland, Oregon. The Company’s audited financial statements for the fiscal years ended December 31, 2015 and December 31, 2016 have been audited by Fruci & Associates II, PLLC. Such financial statements are included herein in reliance on the report of said firm given upon their authority as experts in accounting and auditing. None of the foregoing experts or counsel have been employed on a change of control by issuing sharescontingency basis, or had, or is to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. Inreceive, in connection with the change of control, the shareholders of the Company and its board of directors unanimously approved the change of the Company’s name from River Run Acquisition Corporation to Chess Supersite Corporation.

In July 2014, Chess Supersite Corporation, a Delaware corporation (the “Company”), acquired certain assets (the “Acquisition”) of Chess Supersite, Inc., a corporation existing under the laws of Ontario, Canada. The Acquisition was consummated pursuant to the terms of the Asset Purchase Agreement (the “Agreement”) dated July 23, 2014 and in exchange for the issuance of 5,000,000 shares of common stock to Chess Supersite, Inc. The purpose of the Acquisition was to develop the Company’s business and build substantive operations from this initial base of assets, as well as to facilitate and prepare the Company for a registration statement and/offering, an interest, direct or public offering of securities.

In the Acquisition, the Company is acquiring all rights, title and interest in and to the properties, assets, interests and rights of Chess Supersite, Inc., which are related to the business of developing, operating and maintaining a website focused on the game of chess, including the contracts and intellectual property.

The Company is a development-stage company and has limited operating history and is expected to experience lossesindirect, in the near term. The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern.

Summary

The Company intends to develop and operate an online platform for viewing and playing chess.

The Company and its management have conducted significant research to analyze all known chess sites, their offerings and programs. Based on this research the Company has developed a unique package, which has required a great expenditure of time, monies and experience.

The Company is in the process of completing its comprehensive user friendly web site, which will include the following major features: a state of the art playing site which will be available on handheld devices as well as personal computers, with the ability to handle an unlimited number of games simultaneously, broadcasts of the live games, tournaments, chess-skilled contests, scholastic chess and many other options, such as Fisher’s chess 960. The playing zone (the brain of the site) is already completed; the testing is available for the selected public.

The Company has secured the domain name Chess Coliseum.

The Business: Online Games

The Company intends tobecome a leading online chess site featuring a sophisticated playing zone, game broadcasts with software analyses and top analysts' commentaries, education and other chess oriented resources.

The Company plans to capitalize on global high speed Internet access to deliver a high quality website for an optimal playing experience.The Company anticipates that it will be able to deliver a premier online chess playing experience.

The Company’s website will feature broadcasts of top worldwide competitions and chess matches, interactive educational materials, online play and interactive tournaments, as well as other services.

The Company believes that chess players have two major needs: (1) to play against each other and (2) to watch games of top players including Grandmasters. The Company considers the viewing of chess games as particularly adaptable to the Internet. Moreover, the Internet will allow for real time or archived viewing while enjoying the comments, announcements and analyses of top experts.

The Company anticipates that the playing zone will utilize two-level architecture allowing thousands of users to watch and play as individuals and/or as teams. Web-based services designed for browsers and personal computers will initially be the project's centerpiece and main point of focus. The Company anticipates that such an Internet site will have great appeal to the vast worldwide chess playing population.

The Market

The worldwide video game marketplace, including video game hardware and software, online, mobile and PC games, was estimated to reach $93 billion in 2013, up from $79 billion in 2012, according to Gartner, Inc., an industry market research firm. Driven by strong mobile gaming and video game console and software sales, the market is forecast to reach $111 billion by 2015. Information available athttps://www.gartner.com/newsroom/id/2614915.

The way people use, communicate through and socialize on the Internet continues to evolve. A major shift in people’s use of the Internet is the increased popularity of playing games relative to other online activities. According to a Nielsen report in August 2010, the time spent playing online games in the United States now exceeds the time spent on email. Information available in Nielsen NetView - June 2009-June 2010, available at http://www.nielsen.com/us/en/insights/news/2010/what-americans-do-online-social-media-and-games-dominate-activity.html.

Chess is a game played around the globe. The Company estimates that over 600 million people around the world play chess, and with the expansion of global Internet access, each player is a potential customer of the Company’s.

The Company’s Presence in the Market

The Company intends to develop and operate an interactive chess website allowing millions of people to play, interact and watch chess tournaments and matches.

Services and Products

The Company plans to develop, market and operate a chess website for the viewing of prominent chess competitions and matches, playing chess online and providing learning materials, analysis and commentary from leading chess players.

Pricing

The Company intends to initially offer membership to its website free for all in order to generate use. Three months after the launching of the site, the Company will implement tiers of memberships ranging from $4 to $12 per month.

Competition

The Company faces significant competition in its business. The Company competes for the time, attention and discretionary spending of users and players with other game developers and chess websites based on the quality of user experience, brand awareness and reputation. Other developers of online games may develop more compelling content that competes with the Company’s games and adversely affects the Company’s ability to attract and retain players and their entertainment time.

Nevertheless, the Company believes that it distinguishes itself from the competition on the above factors. Furthermore, the Company believes its management’s knowledge of the game of chess and the relevant markets related to chess will allow the Company to succeed. Likewise, the Company believes that certain features of the website, such as chess-skilled contests, are unique.

Strategic Partners and Suppliers

The Company has an exclusive contract with its development team and is currently conducting negotiations with Kasparov Chess Foundation.

Marketing Strategy

The Company intends to target its marketing to audiences interested in chess, including key chess publications and online chess resources.

Sales Strategy

The Company will sell memberships primarily to existing members who would first, through a limited-time free membership, test and acclimate to the site. Those who wish to maintain access to all services and features of the website would then purchase a membership. Members will also be attracted trough advertising in the National and International Chess Publications (“New in Chess” Magazine, US Chess Magazine, Canadian Chess Federation bulletin, French, German, Spanish, Russian (“64”), Chinese, Indian and other publications). The Company’s management and employees will also make personal visits to the Premier Chess Matches and Tournaments to attract top World renowned Grandmasters and commentators.

The Company also intends to sell advertising space primarily through Google Ads and the Double Click company.

Revenues and Losses

The Company has generated no revenues during the three month periods ended March 31, 2015 and March 31, 2014, respectively, and the year ended December 31, 2014. The Company has focused its efforts to date on conducting market research and the development of its website, and the Company has devoted little attention or resources to sales and marketing or generating near-term revenues and profits.

                The Company posted net losses of $109,786 and $750 during the three month periods ended March 31, 2015 and March 31, 2014, respectively, and net losses of $358,340 during the year ended December 31, 2014.

Equipment Financing

The Company has no existing equipment financing arrangements.Company.

THE COMPANYCHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

ChangeEffective February 2, 2017, we dismissed Anton & Chia, LLP as our certifying auditors.The dismissal was not the result of Control

The Company was incorporated in the State of Delaware in July 2013, and was formerly known as River Run Acquisition Corporation. In May 2014, the Company implemented a change of control by issuing shares to new shareholders, redeeming shares of existing shareholders, electing new officers and directors and accepting the resignations of its then existing officers and directors. In connection with the change in control, the shareholders ofany disagreements between the Company and Anton& Chia, LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope.Contemporaneous with the dismissal of Anton & Chia LLP, the Company engaged Fruci & Associates II as its board of directors unanimously approvednew certifying auditors for the change of the Company’s name from River Run Acquisition Corporation to Chess Supersite Corporation.fiscal years ended December 31, 2016 and December 31, 2015.

AcquisitionADDITIONAL INFORMATION

On July 23, 2014, Chess Supersite Corporation, a Delaware corporation, acquired certain assets (the “Acquisition”) of Chess Supersite, Inc., a corporation existing under the laws of Ontario, Canada. The Acquisition was consummated pursuant to the terms of the Asset Purchase Agreement dated July 23, 2014 and in exchange for the issuance of 5,000,000 shares of common stock to Chess Supersite, Inc. The purpose of the Acquisition was to develop the Company’s business and build substantive operations from this initial base of assets, as well as to facilitate and prepare the Company for a registration statement and/or public offering of securities.

In the Acquisition, the Company acquired all rights, title and interest in and to the properties, assets, interests and rights of Chess Supersite, Inc., which are related to the business of developing, operating and maintaining a website focused on the game of chess, including the contracts and intellectual property.

Relationship with Tiber Creek Corporation

The Company previously entered into an engagement agreement with Tiber Creek Corporation, a Delaware corporation (“Tiber Creek”), whereby Tiber Creek would provide assistance to the Company in effecting transactions for the Company to combine with a public reporting company, including: transferring control of such reporting company to the Company; preparing the business combination agreement; effecting the business combination; causing the preparation and filing of forms, including a registration statement, with the Securities and Exchange Commission; assist in listing its securities on a trading exchange; and assist in establishing and maintaining relationships with market makers and broker-dealers.

Under the agreement, Tiber Creek is entitled to receive cash fees from the Company. In addition, the Company’s then-current shareholders, Tiber Creek and MB Americus, LLC, a California limited liability company (“MB Americus”), were permitted to retain the aggregate total of 500,000 shares. On June 12, 2014, the Company redeemed the aforementioned 500,000 shares from Tiber Creek and MB Americus.

In general, Tiber Creek holds interests in inactive Delaware corporations which may be used by issuers (such as the Company) to reincorporate their business in the State of Delaware and capitalize the issuer at a level and in a manner (i.e. the number of authorized shares and rights and preferences of shareholders) that is appropriate for a public company. Otherwise, these corporations are inactive, and Tiber Creek does not conduct any business in such corporations.

James Cassidy and James McKillop (who is the sole owner of MB Americus, an affiliate of Tiber Creek) serve only as interim officers and directors of these corporations (such as River Run Acquisition Corporation) until such time as the changes of control in such corporations are effectuated to the ultimate registering issuers. As the role of Tiber Creek is essentially limited to preparing the corporate structure and organizing the Company for becoming a public company, the roles of Mr. Cassidy and Mr. McKillop are generally limited to facilitating such change of control and securities registration transactions.

Intellectual Property

At present, the Company does not possess any intellectual property protection. The Company may decide in the future to pursue efforts to protect its intellectual property, trade secrets and proprietary methods and processes.

Research and Development

The Company has not to date undertaken, and does not currently plan to undertake, any material research and development activities.

Employees

The Company currently has two full-time employees, its Chief Executive Officer, Rubin Schindermann and its President, Alexander Starr. The Company provides health, life and disability insurance for these employees.

Property

The Company currently leases its offices located at 1131 A Leslie Street, Suite 101, Toronto, Ontario, M3C3L8 Canada. The term of the lease is 5 years and the Company pays $1000.00 monthly for rent.

Subsidiaries

The Company has no subsidiaries.

Reports to Security Holders

In September 2013, the Company (as River Run Acquisition Corporation) filed a Form 10-12G general registration of securities pursuant to the Securities Exchange Act of 1934 and is a reporting company pursuant such Act and files with the Securities and Exchange Commission quarterly and annual reports and management shareholding information. The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests the same.

The Company's documentsWe have filed with the Securities and Exchange Commission, may be inspected at the Commission's principal office in Washington, D.C. Copies20549, under the Securities Act of 1933, a registration statement on Form S-1 relating to the shares offered hereby. This prospectus does not contain all or any partof the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our company and the shares offered by this prospectus, you should refer to the registration statement, including the exhibits and schedules thereto. You may inspect a copy of the registration statement may be obtained fromwithout charge at the Public Reference Section of the Securities and Exchange Commission 100 Fat Room 1024, 450 Fifth Street, N.E.N.W., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for furtherThe public may obtain information on the operation of the public reference rooms.Public Reference Room by calling the Securities and Exchange Commission. The Securities and Exchange Commission also maintains a weban Internet site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. AllThe Securities and Exchange Commission's website is www.sec. gov.

Statements contained in this prospectus as to the contents of any contract or other document that we have filed as an exhibit to the registration statement are qualified in their entirety by reference to the exhibits for a complete statement of their terms and conditions.

The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the Company’s filings mayparties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were made as of an earlier date. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

We file periodic reports, proxy statements and other information with the Securities and Exchange Commission in accordance with requirements of the Exchange Act. These periodic reports, proxy statements and other information are available for inspection and copying at the regional offices, public reference facilities and Internet site of the Securities and Exchange Commission referred to above. We make available through our website, free of charge, copies of these reports as soon as reasonably practicable after we electronically file or furnish them to the Securities and Exchange Commission. Our websites are located under the CIK number 0001586554.atwww.chesssupersitecorp.com and www. chessstars.com. Information contained on our websites is not a prospectus and does not constitute a part of this prospectus.

PART II

PLAN OF OPERATIONINFORMATION NOT REQUIRED IN PROSPECTUS

Business Plan

The Company plans to developITEM 13- Other Expenses of Issuance and operate a successful website dedicated to the game of chess. The Company is currently working to develop its website. The Company intends to include video of major chess competitions and matches, commentary and analysis from top chess players, lessons on chess strategy and the game of chess and interactive game-playing opportunities.

Potential Revenue

The Company intends to earn revenue from membership and advertising fees associated with its website.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The Company was incorporated in the State of Delaware in July 2013. As of the periods from inception, July 2, 2013 (inception), through December 31, 2013, the year ended December 31, 2014, and the three month periods ended March 31, 2015 and March 31, 2014, respectively, the Company did not generate any revenue and incurred minimal expenses and operating losses, as part of its development stage activities.

The Company’s independent auditors have expressed substantial doubt as to the ability of the Company to continue as a going concern. Unless the Company is able to generate sufficient cash flow from operations and/or obtain additional financing, there is a substantial doubt as to the ability of the company to continue as a going concern.

Revenues and Losses

The Company has generated no revenues during the three month periods ended March 31, 2015 and March 31, 2014, respectively, and the year ended December 31, 2014. The Company has focused its efforts to date on conducting market research and the development of its website, and the Company has devoted little attention or resources to sales and marketing or generating near-term revenues and profits.

The Company posted net losses of $109,786 and $750 during the three month periods ended March 31, 2015 and March 31, 2014, respectively, and net losses of $358,340 during the year ended December 31, 2014.

Equipment Financing

The Company has no existing equipment financing arrangements.

Pricing

The Company intends to initially offer membership to its website free for all in order to generate use. Three months after the launching of the site, the Company will implement tiers of memberships ranging from $4 to $12 per month.

Potential Revenue

The Company intends to earn potential revenue from memberships and advertising fees associated with its website.

Alternative Financial Planning

The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized.

Critical Accounting Policies

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Capital Resources

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company is considered to be in the development stage.The Company has not generated revenues from its operations, and there is no assurance of future revenues.

At March 31, 2015, the Company held cash of $2,105 on its balance sheet.

The Company’s proposed activities will necessitate significant uses of capital beyond 2015.

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans.

Discussion of the Three Months ended March 31, 2015 and March 31, 2014

The Company did not generate revenues during the three month periods ended March 31, 2015 and March 31, 2014, respectively.

During the three months ended March 31, 2015, the Company posted an operating loss of $109,786 and net loss of $109,786, as compared to an operating loss of $750 and net loss of $750, respectively, during the three months ended March 31, 2014. The Company’s significant increase in operating loss during this period is attributed mainly to employee salaries and legal and professional fees related to becoming a reporting company. During this period, the Company paid $75,000 in employee salaries and wages, while spending an additional $19,741 on legal and professional fees.

During the three months ended March 31, 2015, the Company used cash of $55,113 in its operations and generated cash of $56,134 from financing activities, as compared to no cash used or generated in its operations or from financing activities during the three months ended March 31, 2014. The increase mainly represents cash raised through various shareholder advances.

The Company incurred no capital expenditures during the three month periods ended March 31, 2015 and March 31, 2014, respectively.

Discussion of the Year ended December 31, 2014

The Company did not generate revenues during the year ended December 31, 2014.

During the year ended December 31, 2014, the Company posted a net loss of $358,340.

For the year ended December 31, 2014, the Company generated cash of $8,188 from its financing activities (primarily the issuance of securities).

The Company did not incur any capital expenditures during the year ended December 31, 2014.

The Company does not anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional financing in order to develop and implement its business plan and proposed operations. If the Company is not successful in generating sufficient revenues and/or obtaining additional funding to develop its business plan and proposed operations, this could have a material adverse effect on its business, results of operations liquidity and financial condition.

Discussion of the Period ended December 31, 2013

The Company did not generate revenues during the period from July 2, 2013 (inception) through December 31, 2013.

During the period from July 2, 2013 (inception) through December 31, 2013, the Company posted a net loss of $657.

For the period from July 2, 2013 (inception) through December 31, 2013, the Company generated cash of approximately $2,000 from its financing activities (primarily the issuance of securities).

The Company did not incur any capital expenditures during the period from July 2, 2013 (inception) through December 31, 2013.

The Company does not anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional financing in order to develop and implement its business plan and proposed operations. If the Company is not successful in generating sufficient revenues and/or obtaining additional funding to develop its business plan and proposed operations, this could have a material adverse effect on its business, results of operations liquidity and financial condition.

MANAGEMENTDistribution.

The following table sets forth information regarding the membersestimated costs and expenses of the Company’sRegistrant in connection with the offering described in the registration statement. All of the amounts shown are estimated except for the Securities and Exchange Commission (the "SEC") registration fee.

ITEM 14- Indemnification of Officer and Directors.

Our officers and directors are indemnified from personal liability as provided by our Articles of Incorporation, our Bylaws and Section 415 of the Delaware General Corporation Act. Section 415 of the Delaware General Corporation Act authorizes a corporation’s board of directors to grant, and its executive officers:authorizes a court to award, indemnity to officers, directors and corporate agents. As permitted by Delaware law, our Articles of Incorporation provide that, to the fullest extent permitted by Delaware law, no director will be personally liable to the Company or our stockholders for monetary damages for breach of fiduciary duty as a director. Pursuant to Delaware law, such protection will not available for liability:

Rubin Schindermann

Rubin Schindermann serves asWe have been advised that in the Chief Executive Officer and a directoropinion of the Registrant. Mr. SchindermannSecurities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officer, or controlling person in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been insettled by controlling precedent, submit the business community for over 30 years. In 2002, he established Rubin and Associates Financial Services where he provided servicesquestion of whether such indemnification is against public policy to several private and public companies while providing corporate governance and management direction to ensure complete transparency for shareholders. Since 2011, Mr. Schindermann has served as president and directorcourt of Hard Asset Capital Corp. Mr. Schindermann holds a Bachelor of Arts degree in science. Mr. Schindermann holds a BA fromappropriate jurisdiction. We will then be governed by the Univercity of Saratov USSR and a Degree in Accountancy from the University of Tel-Aviv.

Alexander Starr

Alexander Starr serves as President and a director of the Registrant. Mr. Starr has many years experience in the business community and brings an established record in business development, marketing and management. From 2009 to 2013, Mr. Starr was president of Oxford Capital Partners, a division of a 1520814 Ontario Inc. company, responsible for day-to-day operations of the company, consulting with client companies to establish and develop business ventures. From 2013 to the present, Mr. Starr has served as president of Chess Supersite Inc., overseeing the operations and development of the supersite and promoting chess issues. Mr. Starr is a Master of Chess and a voting member of the Canadian Federation of Chess. Mr. Starr received his BA from Gorki State Univercity, Russia.

Director Independence

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Company's board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review, the board has determined that there are no independent directors.

Committees and Terms

The Board of Directors (the “Board”) has not established any committees.

Legal Proceedings

There are currently no pending, threatened or actual legal proceedings of a material nature in which the Company is a party.

EXECUTIVE COMPENSATION

Remuneration of Officers: Summary Compensation Table

Description of Compensation Table

As of December 31, 2014, the Company has not paid compensation to any executive officer or director (accrued compensation is shown above in the table as of such date). The Company may, however, choose to pay a salary or fees to Mr. Schindermann and/or Mr. Starr, respectively, in the future.court's decision.

Employment Agreements

Presently, the Company has management employment agreements with Mr. Rubin Schindermann (CEO) and Mr. Alexander Starr (President). Pursuant to the termsITEM 15- Recent Sales of the employment agreement, each of Mr. Schindermann and Mr. Starr, respectively, is entitled to an annual salary of $150,000 per annum (currently being accrued as payable by the Company each month since May 2014).

Anticipated Officer and Director RemunerationUnregistered Securities.

The Company hasissued the following securities in the last three (3) years. All such securities were issued pursuant to an exemption from registration of the Securities Act of 1933, as amended, as a transaction by an issuer not to date paidinvolving any compensation to any officer or director. The Company intends to pay annual salaries to all its officers and will pay an annual stipend to its directors when, and if, it completes a primary public offering for the sale of securities and/or the Company reaches profitability, experiences positive cash flow and/or obtains additional funding. At such time, the Company anticipates offering cash and non-cash compensationpursuant to officers and directors. In addition, although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program at subsidizes rates, or at the sole expenseSection 4(a)(2) of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion. In addition, the Company plans to offer 401(k) matching funds as a retirement benefit, paid vacation days and paid holidays.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of the date of this prospectus regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrantsSecurities Act or options held by that person.Regulation S thereunder for transaction with non-US persons residing abroad.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSThe exhibits required by Item 601 of Regulation S-X and an index thereto are included therewith.

UNDERTAKINGS

James Cassidy,(1)The undersigned registrant hereby undertakes:

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

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act ofl933;

(ii) To reflect in the law firmprospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, acts as counsel toindividually or in the Company, isaggregate, represent a fundamental change in the sole ownerinformation set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and director of Tiber Creek Corporation. Tiber Creek has received consulting feesany deviation from the Company.low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) it; in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

James Cassidy and James McKillop were both formerly officers and directors of the Company. As the organizers and developers of River Run, Mr. Cassidy and Mr. McKillop were involved with the Company prior to the Acquisition. In particular, Mr. Cassidy provided services to the Company without charge, including preparation and filing of the charter corporate documents and preparation of the instant registration statement. On June 12, 2014, the Company redeemed an aggregate of 500,000 shares from Mr. Cassidy and Mr. McKillop, representing all outstanding shares held by Mr. Cassidy and Mr. McKillop.

Mr. Schindermann and Mr. Starr, who are respectively the Chief Executive Officer and President of the Company, as well as directors, are also executives and directors of Chess Supersite, Inc. and were executives and directors of Chess Supersite, Inc. prior to the Acquisition of assets.

SELLING SHAREHOLDERS

The Company is registering for offer and sale by existing holders thereof 1,500,000 shares of common stock held by such shareholders. The Company will not receive(iii) To include any proceeds from the sale of the Selling Shareholder Shares. The selling shareholders have no agreement with any underwritersmaterial information with respect to the saleplan of distribution not previously disclosed in the Selling Shareholder Shares. The selling shareholders will sellregistration statement or any material change to such information in the shares offered herein at the fixed price of $0.50 per shareregistration statement;

(2) That, for the durationpurpose of determining any liability under the offering.

The selling shareholders may from time to time offer the Selling Shareholder Shares through underwriters, dealers or agents, which may receive compensation in the formSecurities Act of underwriting discounts, concessions or commissions from them and/or the purchasers of the Selling Shareholder Shares for whom they may act as agents. Any agents, dealers or underwriters that participate in the distribution of the Selling Shareholder Shares may1933, each such post-effective amendment shall be deemed to be "underwriters" undera new registration statement relating to the Securities Actsecurities offered therein, and any discounts, commissions or concessions received by anythe offering of such underwriters, dealers or agents mightsecurities at that time shall be deemed to be underwriting discounts and commissions under the Securities Act.initial bona fide offering thereof.

The following table sets forth ownership(3) To remove from registration by means of shares held by each person who is a selling shareholder.

(1) Based upon 6,900,000 Shares outstanding as of the date of this offering.

(2) Assumes sale of all 1,500,000 Shares offered, and 6,900,000 Shares outstanding following the offering.

(3) Includes 5,000,000 shares held by Chess Supersite, Inc., a corporation organized under the laws of Ontario, Canada, of which Ms. Starr was the sole shareholder.

(4) Includes 20,000 shares held by Bisogno Jewellers North, an entity organized under the laws of Canada, of which Mr. Bisogno is the beneficial owner with voting and investment control.

(5) Includes 20,000 shares held by 2339222 Ontario Limited, an entity organized under the laws of Canada, of which Ms. Collins is the beneficial owner with voting and investment control.

(6) Includes 30,000 shares held by Norlandam Marketing, an entity organized under the laws of Canada, of which Mr. Niddam is the beneficial owner with voting and investment control.

SHARES ELIGIBLE FOR FUTURE SALE

As of the date of this prospectus, there are 6,900,000 shares of common stock outstanding of which 6,000,000 shares are beneficially owned by officers and directors of the Company. There will be 6,900,000 shares outstanding if the maximum number of Shares offered herein is sold.

The shares of common stock held by current shareholders are considered “restricted securities” subject to the limitations of Rule 144 under the Securities Act. In general, securities may be sold pursuant to Rule 144 after being fully-paid and held for more than 12 months. While affiliates of the Company are subject to certain limits in the amount of restricted securities they can sell under Rule 144, there are no such limitations on sales by persons who are not affiliates of the Company. In the event non-affiliated holders elect to sell such shares in the public market, there is likely to be a negative effect on the market price of the Company's securities.

LEGAL MATTERS

Cassidy & Associates, Beverly Hills, California (“Cassidy & Associates”), has given its opinion as attorneys-at-law regarding the validity of the issuance of the Shares offered by the Company. A member of the law firm of Cassidy & Associates is an officer and director of Tiber Creek Corporation and was previously the beneficial owner of the 250,000 shares of common stock of the Company owned by Tiber Creek Corporation. The Company redeemed those shares on June 12, 2014.

Interest of Counsel

Cassidy & Associates, counsel for the Company, who has given an opinion upon the validitypost-effective amendment any of the securities being registered and upon other legal matterswhich remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in connection with the registration orinitial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities had,to such purchaser:

(i) Any preliminary prospectus or isprospectus of the undersigned registrant relating to receive in connection with the offering a substantial interestrequired to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

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

(iv) Any other communication that is an offer in the Company and was connected withoffering made by the Company through River Run Acquisition. James Cassidy, a partner of Cassidy & Associates, was a director and officer of River Run Acquisition priorundersigned registrant to its change of control.the purchaser.

EXPERTS

Anton & Chia, LLP, an independent registered public accounting firm, has audited the balance sheets of Chess Supersite Corporation (a development-stage company) as of December 31, 2014 and December 31, 2013, respectively, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year ended December 31, 2014 and for the period from July 2, 2013 (inception) to December 31, 2013, respectively. The Company has included such financial statements in the prospectus and elsewhere in the registration statement in reliance on the report of March 31, 2015, given their authority as experts in accounting and auditing.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

The Company’s certificate of incorporation includes an indemnification provision that provides that the Company shall indemnify directors against monetary damages to the Company or any of its shareholders or others by reason of a breach of the director’s fiduciary duty or otherwise, except under certain limited circumstances.

The certificate of incorporation does not specifically indemnify the officers or directors or controlling persons against liability under the Securities Act. However, the indemnification provided in the certificate of incorporation is broad and should be considered to be of a broad scope and wide extent.

The Securities and Exchange Commission’s position on indemnification of officers, directors and control persons under the Securities Act by the Company is as follows:

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTEDINDEX TO DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF THE SMALL BUSINESS ISSUER PURSUANT TO THE RULES OF THE COMMISSION, OR OTHERWISE, THE SMALL BUSINESS ISSUER HAS BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS, THEREFORE, UNENFORCEABLE.

FINANCIAL STATEMENTS

CHESS SUPERSITE CORPORATION

(FORMERLY RIVER RUN ACQUISITION CORPORATION)

CONDENSEDFINANCIAL STATEMENTS

INDEX