diff --git a/README.md b/README.md
index e915e35..40f079b 100644
--- a/README.md
+++ b/README.md
@@ -1,6 +1,40 @@
+# TODO
 
+## gameplay
 
-packaging:
+Draw board based on board resource.
+
+Background music audio.
+
+Import GLTF assets and use them for drawing pawn, drone, and queens.
+
+Menu: Start, Credits, Quit
+
+Menu audio
+
+Start -> Gameplay
+
+Gameplay + Escape -> Overlay Menu
+
+States: Gameplay, Menu, Credits, Quit
+
+Pick up, put down.
+
+Audio for pick up/put down.
+
+Determine valid moves.
+
+Turns + Manual 2 player.
+
+Ownership based on placement + color based on placement.
+
+RandoAI
+
+Menu: Local 2 Player / Play Against RandoAI
+
+Menu: settings + Settings State: Audio Volume(s), Windowing
+
+## packaging
 
 need to set LD_LIBRARY_PATH (linux) and PATH (windows) to a local folder
 containing the fmod .so and .dll files respectively.