Seaniemac International, Ltd. - FORM 10-K

Attached files

file	filename
EX-21.1 - Seaniemac International, Ltd.	ex21-1.htm
EX-32.1 - Seaniemac International, Ltd.	ex32-1.htm
EX-31.1 - Seaniemac International, Ltd.	ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 2015

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

For the transition period from ____________ to ______________

Commission file number 000-54007

Seaniemac International, Ltd.

(Exact name of registrant as specified in its charter)

Nevada		20-4292198
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

780 New York Avenue, Suite A, Huntington, New York		11743
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code) (386) 409-0200

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K or any amendment to this Form 10-K. [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $471,181 as of June 30, 2015.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There were 925,036,663 shares of common stock issued and outstanding as of April 13, 2016.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

		Page
Part I
Item 1.	Business	4
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	15
Item 2.	Properties	15
Item 3.	Legal Proceedings	15
Item 4.	Mine Safety Disclosures	15

Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6.	Selected Financial Data	16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 8.	Financial Statements and Supplementary Data	28
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	28
Item 9A.	Controls and Procedures	29
Item 9B.	Other Information	29

Part III
Item 10.	Directors, Executive Officers and Corporate Governance	30
Item 11.	Executive Compensation	32
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	32
Item 13.	Certain Relationships and Related Transactions, and Director Independence	34
Item 14.	Principal Accounting Fees and Services	35

Part IV
Item 15.	Exhibits, Financial Statement Schedules	35
Signatures		46

FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K contains forward-looking statements. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This report and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. A list of factors that could cause our actual results of operations and financial condition to differ materially are discussed in greater detail under Item 1A - “Risk Factors” of this annual report on Form 10-K.

We caution that the factors described herein and other factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

OTHER PERTINENT INFORMATION

Throughout this annual report on Form 10-K, unless specifically set forth to the contrary, as used in this report the terms “we,” “our,” “us,” “Seaniemac,” the “Company” and similar terms mean Seaniemac International, Ltd., a Nevada corporation, its wholly owned subsidiary SeanieMac Holdings Ltd. and its 70% owned operating subsidiary, Seaniemac Limited, an Irish private limited company.

PART I

ITEM 1. BUSINESS

We maintain a website for online gambling, including sports betting and casino gaming in Ireland under the brand name Seaniemac.com. In May 2013, we launched our online gaming platform (including operational sportsbook) and mobile website at Seaniemac.com, including iOS and Android applications. In conjunction with our acquisition of assets from Apollo Betting and Gaming Ltd (“Apollo Betting”) discussed below, we announced that we are moving our online betting operations to a new platform and closed down the seaniemac.com website. We currently operate the apollobet.com website.

Between May 2013, when we launched our website, and December 31, 2015, we had 21,633 new accounts opened and processed over 331,030 bets placed by our customers.

Recent Developments

On February 10, 2016, SeanieMac International, Ltd. (the “Company”) and SeanieMac Holdings Ltd., a wholly owned subsidiary of the Company (“Holdings”), entered into an agreement (the “Apollo Agreement”) with Apollo Betting and Gaming Ltd (“Apollo Betting”), pursuant to which Holdings purchased Apollo Betting’s online gambling and betting business carried on by Apollo Betting in the United Kingdom, via a purchase of Apollo Betting’s assets related to that business. The purchase has an effective date of February 1, 2016. The Company is a guarantor of Holding’s obligations under the Apollo Agreement.

In exchange for the assets, Holdings agreed to pay Apollo Betting a total of $2,000,000, as follows: (i) $80,000 was paid at the closing; (ii) $10,000 to be paid to Apollo Betting within two business days of the date on which Apollo Betting delivers to Holdings audited accounts of Apollo Betting for the year ended March 31, 2014; (iii) $10,000 to be paid to Apollo Betting within two business days of the date on which Apollo Betting delivers to Holdings audited accounts of Apollo for the year ended March 31, 2015; and (iv) $1,900,000 to be paid to Apollo Betting upon the migration of the acquired business onto a new operating platform which is capable of delivering the online betting services provided by Apollo Betting in substantially the same way as provided by Apollo Betting as of the closing, and the successful use of the new platform in connection with a bet placed by any person who is included on Apollo Betting’s database of customers as of the closing, with the amounts payable under this clause (iv) being paid from the combined net profits Holdings and Seaniemac Limited, which is also a wholly owned subsidiary of the Company.

On February 25, 2016, the Company issued to Apollo Capital Group, LLC (“Apollo Capital”) a Convertible Promissory Note (the “Apollo Note”) in the original principal amount of $35,500 (the “Purchase Price”), which Apollo Note bears interest at 12% per annum and is compounded daily. The Company sold the Apollo Note to Apollo Capital for $30,000 with $5,500 retained by Apollo Capital as an original issuance discount for due diligence and legal expenses related to the transaction. The principal amount and accrued interest under the Apollo Note is convertible into the Company’s common stock, at Apollo Capital’s option, at any time beginning 180 days after the date of issuance at a 60% discount of by the lowest trading price for the Company’s common stock during the 30 trading day period prior to conversion (the “Apollo Conversion Price”). All outstanding principal and accrued interest on the Apollo Note is due and payable on the maturity date, which date is August 25, 2016 (the “Apollo Maturity Date”). The Apollo Conversion Price is subject to adjustment in the event the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of common stock at an effective price per share that is lower than the conversion price in effect on the date of such issuance. In addition, the Apollo Conversion Price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

The principal balance of the Apollo Note may be prepaid at any time after 10 days prior written notice by the Company to Apollo Capital by paying Apollo Capital an amount equal to the Prepayment Percentage (as hereinafter defined) multiplied by the sum of the principal amount due, accrued interest and any other amounts due under the Apollo Note. The Prepayment Percentage is (i) 150% during the period beginning on the date the Apollo Note is issued and ending 90 days thereafter or (ii) 200% during the period beginning 91 days after the Apollo Note is issued and ending 180 days thereafter. After the expiration of the 180 days after the date the Apollo Note issued, the Company has no right of prepayment.

So long as the Company has any obligation outstanding under the Apollo Note, the Company may not make distributions on its capital stock, repurchase shares of its common stock, borrow funds except debts existing as of the date of the Apollo Note, indebtedness to trade creditors or financial institutions incurred in the ordinary course of business or sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of its business.

So long as the Company shall have any obligation under the Apollo Note, the Company shall not, without Apollo Capital’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries, and affiliates of the Company, except loans, credits or advances (a) in existence or committed on the date hereof and which the Company has informed Apollo Capital in writing prior to the date hereof, (b) made in the ordinary course of business, or (c) not in excess of $100,000.00.

The Company granted Apollo Capital a five business day right of first refusal to provide the Company with any and all of the Company’s future capital needs until Apollo Capital has converted the Apollo Note in full or until the Company’s obligations to Apollo Capital hereunder are otherwise satisfied in full. The Company will give Apollo Capital 10 business days’ prior written notice by email, receipt requested, of all capital needs during the period of such right of first refusal.

Website Operations

General. We utilize a third party white-label online gaming website provider to develop and operate our branded website apollobet.com (“apollobet.com” or the “Website”), operations, sports book trading, website hosting, payment solutions, security and first line support of gaming related questions. A white-label product or service is a product or service produced by one company often called the “producer” that other companies (often called the “marketers” or “partners”) rebrand to meet the specifications of the partner. White-label sites are common in the online gaming business. As a result of this commonality, we will face competition with other sites that may be white-labeled and, consequently, we remain ultimately responsible for building our own brand affinity and brand recognition in the markets we serve.

The third party operator of our Website develops and hosts the site and offers visitors betting (including fixed-odds and/or pari-mutuel betting) on sports events, browser web-based (non-downloadable) casino and other games, and lotteries other than sports (collectively, the “e-Gaming Offerings”) in addition to the noted mobile web application.

Apollobet.com is published in the English language. Presently we intend to focus our resources on the development and marketing of the Apollobet.com brand in the English language until our initial objectives have been attained and our operations stabilized.

Customer Service

One of our main marketing objectives will be to retain active players by keeping attrition rates low through, among other measures, by offering bettors a guarantee policy and superior customer service support. We will rely on our third party gaming website operator for these services and will have no ability to provide independent back-office or website support services.

Each gaming product has strict guidelines and rules to be followed and carried out in order to achieve consistent service standards. Through our third party website service provider, we will seek to operate with 99.9% up time, which represents the percentage of time that our Website is operational, and within the requirements of the Government of Gibraltar Gambling Commission license we operate under .

Licenses and Permits

Our website is operated under the Government of Gibraltar Gambling Act of 2005.

Market & Economic Factors

The online gambling industry was revolutionized by the development of the worldwide web (“Internet”) in the mid-1990s. The evolution of online technology led to the growth of this market making it possible for one to gamble from anywhere, at any time, with the only requirement being the bettor’s interface with the Internet. A solid infrastructure of broadband Internet connectivity, easy access to mobile applications, and safe and secure payments through a native banking system are three of the key market factors that support growth in this industry.

The industry is in the stage of market consolidation where the big players are looking to fill out their capabilities or reach into new markets through acquisitions. New rounds of merger and acquisition activity are predicted in this sector, both among traditional gaming and gambling companies reaching into virtual markets and existing virtual leaders taking over smaller niche competitors.

The global online gambling market is somewhat fragmented with some nations totally prohibiting online gambling, others specifying various restrictions, and only eight nations making online gambling legal in all forms. Based on our review of the applicable regulations of countries that regulated online gambling, in 2010 only 70 jurisdictions worldwide sanction online gambling operations from their shores. The varying gaming options available eases rivalry somewhat, although high fixed costs of online gambling are not favorable to new entrants. Some market players within the online gambling market include a variety of retailers from private operators to monopolies where permitted under local law. Government regulation is very stringent in some places, with countries and particular states around the globe outlawing online gambling whilst many others impose particular restrictions. Due to the nature of the Internet, policing of particular laws are not always possible. Brand strength is powerful in some countries where major players are promoted through heavy advertising and sponsorship campaigns, although varying regulations and differentiated products means that dominance is never absolute. Based on our research, there has been a rapid expansion of the online gambling market from 350 online gambling sites in 1998 to 2,332 in 2010. Many countries, such as France, are easing their online gambling regulations thus opening the market up to new players. Overall, we believe the likelihood of new entrants is moderate.

The cost of switching is relatively low in many places where licensed betting shops or casinos are present. This may be a problem in some areas of the world such as the U.S. states of Tennessee and South Carolina and the Indian state of Maharashtra where state laws prohibit casinos, betting shops or private games. Cheaper alternatives may or may not be available depending on the location or particular rewards on offer; although, online service charges via credit cards, etc. may deem the online market as more expensive. The threat of substitutes to the online gaming market is moderate overall.

Since online gambling is illegal in the U.S., we have implemented electronic tools to prevent U.S.-based persons from betting on our websites, including tools that track IP addresses, block U.S.-issued credit cards and prohibit wires or deposits from U.S. banks.

Rivalry in the online gaming industry is moderate overall, increased by some factors while decreased by others. The market is made up of various sectors competing for customers which eases rivalry somewhat. These include casinos, poker rooms, sports/race books, bingo, skill games, lottery, betting exchange and backgammon. The global reach of the Internet and the plentiful supply of varying games means switching costs for the consumer are virtually nonexistent which increases rivalry. Differing regulations worldwide make it harder for expansion and the easing of regulations in some markets has led to consolidation from monopoly entities which weakens rivalry overall. Yet the opening of new markets such as France will also allow for more players to enter the marketplace, offsetting the balance somewhat.

The following table, which we prepared based on our own research, portrays the major online gambling industry participants and their role in the industry:

Industry Overview		Primary Focus
*Trade Organizations:*

eCogra		eCogra is an internationally accredited testing agency and player protection and standards organization that provides an international framework for best operational practice requirements, with particular emphasis on fair and responsible gambling.

EGBA - European Gaming and Betting Association		EGBA promotes implementation of a fair, competitive and regulated market for online gaming and gambling operators throughout Europe in line with European Union (“EU”) law.

*Major Operators:*

Betfair		Internet betting exchange that also operates a poker product and game arcade.

Bwin		Largest online gaming and gambling company focused primarily on sports betting, as well as Internet casino and poker

GTECH (Lottomatica)		Focused on providing software and services in the Internet and sports betting market.

LadBrokes		Online casino sites offering sportbooks, poker, casino games, bingo and backgammon

Rank Group		Operates bingo services and casinos in the U.K., with complementary online gaming and gambling services.

*Major Software Vendors:*

Boylesports		Boylesports.com is the online arm of one of the largest privately owned bookmakers with headquarters in Dundalk, Ireland.

Fremonte		Fremonte provides clients with the management of their online marketing services. We specialize in the complete customer journey, from acquisition to active promotions.

GBGC - Global Betting & Gaming Consultants		GBGC has developed a wide range of gambling and business services that it can provide to its clients to help them operate successfully in the gambling field.

*Major Customers:*

Men in the age range of 25 and 35 years		Men play more frequently at higher stakes, yet in shorter sessions.

Women		Women generally play for longer, yet at lower stakes, and represent approximately 40% of all online players.

Source of Revenue

Our Net Revenue Share will be derived by subtracting total winnings from total wagers. As a result, we cannot directly control revenue from sports wagering. However, we can indirectly control revenue from casino games by setting the odds high or low as compared to other companies. While we do not have direct control over the actual percentage of winnings for any of our revenue generators, we are able to revise betting odds to gain market share over our competitors.

Industry Trends & Growth

We believe that global online gambling is an industry with strong potential for growth. We expect that legislative and regulatory considerations will likely be the single most substantial factor for growth in online gambling. As previously indicated, legal and regulatory restrictions prohibit or constrain the online gambling industry in several key markets (including the United States). Globally, governments and jurisdictions are still struggling to determine the place of online gambling in the regulatory and legal spectrum. Legalization and/or deregulation can open up or expand national markets significantly if legislative bodies become more comfortable with and receptive to online gambling. In regard to online gambling activities, sport betting remains the most popular form of online gambling. Casino and poker games are the next most popular activities followed by other gambling activities, such as lotteries and bingo.

Competition

Generally, we compete with a number of public and private companies, which provide electronic commerce and/or Internet gaming. In addition to known current competitors, traditional land-based casino operators and other entities, many of which have significant financial resources, and occupy entrenched position in the market and name-brand recognition, may provide Internet gaming services in the future, and thus become our competitors.

We believe the principal competitive factors in our industry that create certain barriers to entry include, but are not limited to, reputation, technology, financial stability and resources, proven track record of successful operations, critical mass (particularly relating to online poker), regulatory compliance, independent oversight and transparency of business practices. While these barriers will limit those able to enter or compete effectively in the market, it is likely that new competitors as well as laws and regulations of governmental authority will be established in the future.

Particularly, we are in direct competition from established online gambling sites like PaddyPower, LadBrokes, Betfair Group and others. However, we, unlike many of our competitors, provide services that are tailored to Gaelic Games (a series of popular Irish sports) enthusiasts, which we believe to be an underserved market niche. Most notably, we are the only Irish and Gaelic Athletic Association (“GAA”) focused site and the only web site offering in-game betting during live-streaming of GAA games.

Increased competition from current and future competitors may in the future materially adversely affect our business, revenues, operating results and financial condition.

Research and Development

We do not currently have a budget specifically allocated for research and development purposes.

Government Regulations and Political Factors

The operations of apollobet.com are principally regulated by the Government of Gibraltar Gambling Act of 2005.

In Europe, there is no EU legislation that regulates the gambling sector yet. However, a number of EU consumer protection directives cover specific aspects of the activity. These include regulations surrounding distance selling, unfair commercial practices and data protection directives. In addition, all EU licensed and regulated gaming and gambling operators are subject to the regulations and laws that govern business in the EU.

Employees

As of April 11th, 2016, we had 0 full-time employees. All other employees, including our CEO/CFO, Mr. Brookstein, are part-time.

Our Corporate History

We were incorporated in Nevada in 2003 under the name GSA Publications, Inc. In conjunction with a reorganization in 2006, we changed our name to Compliance Systems Corporation. In 2010, we merged with Execuserve Corp. (“Execuserve”), pursuant to which we entered the business then operated by Execuserve. The business of Execuserve provided organizations, who are hiring employees, with tests and other evaluation tools and services to assess and compare job candidates.

From 2008 to 2010, we raised capital through the sale to Agile Opportunity Fund, LLC (“Agile”) of secured convertible debentures. In 2010, we breached certain of the terms of the debentures and transferred to Agile all of our operating assets in exchange for a release of our obligations under the debentures and other obligations owed to Agile. At that time, we became a non-operating shell company and sought to acquire or merge with an operating entity.

Seaniemac Acquisition

We completed the acquisition (“Acquisition”) of Seaniemac Limited on October 30, 2012 pursuant to that certain June 7, 2012 Securities Exchange Agreement (the “Exchange Agreement”) with RDRD II Holding LLC, a Delaware limited liability company (“RDRD”), as amended on October 29, 2012 and February 18, 2013. Seaniemac Limited, involved in the business of operating a sports gaming website, was incorporated on December 11, 2011 pursuant to its charter which authorized 100,000 shares of a single class of stock, 100 shares of which have been issued, and 70 of those we acquired from RDRD in the Acquisition. In accordance with the Exchange Agreement, we acquired the 70% equity ownership interest of RDRD in Seaniemac Limited in exchange for our issuance to RDRD of 29,719,952 shares of our unregistered Common Stock (the “RDRD Exchange Shares”), amounting to approximately 71% of the then outstanding number (on a fully diluted basis) of our authorized Common Stock after taking into account those certain 10 million post-split Common Stock shares we were ordered by a court in Florida to issue to certain of our creditors in satisfaction of an aggregate $500,000 amount of debt then owed to such creditors.

Our Board of Directors approved the change of our name to Seaniemac International, Ltd. effective August 16, 2013 in connection with our current business focus in the operation and expansion of our on-line gaming website, Apollobet.com. Our name change was effected through the Acquisition effective as of August 16, 2013. As a result of our issuance of the RDRD Exchange Shares and the resulting ownership in us by RDRD, RDRD is deemed under applicable law to be our affiliate.

Prior to the Acquisition, we were a shell company with no business operations. As a result of the Acquisition, we are no longer considered a shell company.

Apollo Betting and Gaming Acquisition

On February 10, 2016, our wholly owned subsidiary, SeanieMac Holdings, Ltd. (“Holdings”), entered into an agreement (the “Agreement”) with Apollo Betting and Gaming Ltd (“Apollo”), pursuant to which Holdings purchased Apollo’s online gambling and betting business carried on by Apollo in the United Kingdom, via a purchase of Apollo’s assets related to that business.

In exchange for the assets, we agreed to pay Apollo a total of $2,000,000, as follows: (i) $80,000 was paid at the closing; (ii) $10,000 to be paid to Apollo within 2 business days of the date on which Apollo delivers to Holdings audited accounts of Apollo for the year ended March 31, 2014; (iii) $10,000 to be paid to Apollo within 2 business days of the date on which Apollo delivers to Holdings audited accounts of Apollo for the year ended 31 March 2015; and (iv) $1,900,000 to be paid to Apollo upon the migration of the acquired business onto a new operating platform which is capable of delivering the online betting services provided by Apollo in substantially the same way as provided by Apollo as of the closing, and the successful use of the new platform in connection with a bet placed by any person who is included on Apollo’s database of customers as of the closing, with the amounts payable under this clause (iv) being paid from the combined net profits Holdings and SeanieMac Ltd., which is also our wholly owned subsidiary.

ITEM 1A. RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our Common Stock could decline, and you may lose all or part of your investment. You should read the section entitled “Forward Looking-Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this annual report on Form 10-K.

Risks Related to Our Business and Financial Condition

Because we have a limited operating history, we may not be able to successfully manage our business or achieve profitability.

We were formed in December 2011, and our Website was launched in May 2013. As a result, we have little operating history upon which you can evaluate our prospects and our potential value. The likelihood of our success must be considered in light of the expenses, complications and delays frequently encountered in connection with the establishment and expansion of new business and the competitive environment in which we will operate. We may never reach profitability. No additional relevant operating history involving Seaniemac’s operations exists upon which an evaluation of our performance can be made. Our performance must be considered in light of the risks, expenses and difficulties frequently encountered in establishing new products and markets in the evolving, highly competitive online gambling industry. If we cannot successfully manage our business, we may not be able to generate future profits and may not be able to support our operations.

We have incurred substantial losses since our inception and may never be profitable.

As we have incurred losses since inception and further losses are anticipated in the development of our business, there exists substantial doubt regarding our ability to continue as a going concern. The ability to continue as a going concern is dependent upon generating profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations. Management intends to finance operating costs over the next 12 months with existing cash on hand, loans from stockholders and directors, and a possible private placement of our securities. No stockholder, director, or possible private placement participant has agreed to loan our company any funds nor agreed to purchase any of our securities. The failure to obtain necessary financing could result in our company ceasing all operations, which would likely result in a loss of all or a significant portion of your investment in our company.

Failure by us to respond to changes in consumer preferences could result in lack of sales revenues and may force us out of business.

Our online gambling website and online operations operate in an industry subject to:

●	rapid technological change;

●	the proliferation of new and changing online gambling sites;

●	frequent new product introductions and updates; and

●	changes in customer demands.

Any of the above changes that we fail to anticipate could reduce the demand for our online business, as well as any products we may introduce in the future. Failure to anticipate and respond to changes in consumer preferences and demands could lead to, among other things, customer dissatisfaction, failure to attract demand for our products and lower profit margins.

A decline in the popularity of our Website will negatively impact our business.

Our primary source of revenues is dependent upon our ability to attract and retain new users and attracting existing users to increase their activity on our sites, among other things. If we are unable to maintain or extend web traffic to, and use of, our websites, our revenues may be adversely affected.

Intense competition in the online gambling industry may adversely affect our revenue and profitability.

We operate in a highly competitive environment and we compete for members, visitors and advertisers with numerous well established online gambling sites, as well as many smaller and/or newer sites. If we are unable to differentiate our products and generate sufficient appeal in the marketplace, our ability to achieve our business plan may be adversely affected. We intend to differentiate our Website by launching a marketing campaign utilizing TV commercials and a search engine optimization or “SEO” and other internet advertising tools that features our planned games, web address Apollobet.com and logo. The effect of such competition may put pressure on profit margins and to involve us in vigorous competition to obtain and retain consumers and advertisers. As compared to us, many of our competitors have significantly longer operating histories and greater brand recognition as well as, greater financial, management, and other resources.

We currently depend on and may continue to be dependent on third parties to operate our online gambling platform, and any increased costs associated with third party developers or any delay or interruption in production would negatively affect both our ability to develop the platform and our ability to continue our operations.

We depend on third party providers to maintain, support and operate our Website. The costs associated with relying on third parties may increase our development costs and negatively affect our ability to operate. Since we have less control over a third party because we cannot control the developer’s personnel, schedule or resources, we may experience delays in maintenance of or repairs to our Website. Additionally, our reliance upon a third party developer and operator exposes us to risks, including reduced control over quality assurance and costs of development. If this happens we could lose anticipated revenues from the Website and may not have the capital necessary to continue our operations. A termination by our third party providers could materially impact the Company’s financial condition, as the ability to timely identify a comparable service provider at similar terms may not be possible.

In addition, we may be required to rely on certain technology that we will license from third parties, including software that we integrate and use with our internally developed software. We cannot provide any assurances that these third party technology licenses will be available to us on commercially reasonable terms. The inability to establish any of these technology licenses, or the loss of such licenses if established, could result in delays in completing our platform until equivalent technology could be identified, licensed and integrated. Any such delays could materially adversely affect our business, operating results and financial condition.

Our success depends on the scope of our intellectual property rights and not infringing the intellectual property rights of others.

Our success depends in part on our ability to:

●	obtain copyrights or trademarks or rights to copyrights or trademarks, where necessary, and to maintain their validity and enforceability;

●	operate without infringing upon the proprietary rights of others; and

●	prevent others from infringing on our proprietary rights.

We will be able to protect our proprietary intellectual property rights from unauthorized use by third parties only to the extent that our proprietary rights are covered by valid and enforceable copyrights or trademarks. Our inability to protect our proprietary rights could materially adversely affect our business prospects and profitability. In addition, if litigation were to take place in connection with the enforcement of our intellectual property rights (or to defend third party claims of infringement against us), there can be no assurance that we would prevail. Legal proceedings could result in substantial costs and diversion of management time and resources and could materially adversely affect our operations and our financial condition. We currently own our Website at www.apollobet.com and the contents of such Website, though we have not filed for formal copyright or trademark protection.

If we do not comply with the terms of our agreement with our website service provider or it is terminated, our business, operating results and financial condition will be adversely affected.

Our agreement with our website service provider to develop and operate our online gaming Website is crucial to our operations. If we fail to comply with any of the terms or conditions of this agreement, in the event the operator terminates the agreement or the agreement expires and we are unable to find a suitable replacement, our business, operating results and financial condition would be materially adversely affected.

Our Website is subject to security and stability risks that could harm our business and reputation and expose us to litigation or liability.

Online commerce and communications depend on the ability to transmit confidential information and licensed intellectual property securely over private and public networks. Any compromise of our ability to transmit such information and data securely or reliably, and any costs associated with preventing or eliminating such problems, could harm our business. Online transmissions are subject to a number of security and stability risks, including:

●	our encryption and authentication technology, and access and security procedures, may be compromised, breached or otherwise be insufficient to ensure the security of customer information;

●	we could experience unauthorized access, computer viruses, system interference or destruction, “denial of service” attacks and other disruptive problems, whether intentional or accidental, that may inhibit or prevent access to our websites or use of our products and services;

●	someone could circumvent our security measures and misappropriate our partners’ or our customers’ intellectual property, interrupt our operations, or jeopardize our licensing arrangements, which are contingent on our sustaining appropriate security protections;

●	our computer systems could fail and lead to service interruptions;

●	we may be unable to scale our infrastructure with increases in customer demand; or

●	our network of facilities may be affected by a natural disaster, terrorist attack or other catastrophic events.

The occurrence of any of these or similar events could damage our business, hurt our ability to distribute products and services and collect revenue, threaten the proprietary or confidential nature of our technology, harm our reputation and expose us to litigation or liability. We may be required to expend significant capital or other resources to protect against the threat of security breaches, hacker attacks or system malfunctions or to alleviate problems caused by such breaches, attacks or failures.

We have limited experience competing in international markets. Any international expansion plans will expose us to greater political, intellectual property, regulatory, exchange rate fluctuation and other risks, which could harm our business.

Now that our Website has been launched, we may attempt to market the site in countries outside of our current operations in Ireland. The markets in which we may undertake international expansion may have technology and online industries that are less well developed than in Ireland. There are certain risks inherent in doing business in international markets, such as the following:

●	Uncertainty of product acceptance by different cultures;

●	Unforeseen changes in regulatory requirements;

●	Difficulties in staffing and managing multinational operations;

●	State-imposed restrictions on the repatriation of funds;

●	Currency fluctuations;

●	Difficulties in finding appropriate foreign licensees or joint venture partners;

●	Laws and business practices that favor local competitors;

●	Expenses associated with localizing our products, including offering customers the ability to transact business in multiple currencies;

●	Potentially adverse tax consequences; and

●	Less stringent and/or narrower intellectual property protection.

There is a risk that these factors will have an adverse effect on our ability successfully to operate internationally and on our results of operations and financial condition.

Changes to payment card networks or bank fees, rules, or practices could harm our business and, if we do not comply with the rules, could result in a termination of our ability to accept credit cards. If we are unable to accept credit cards, our competitive position would be seriously damaged.

We are subscribers to, or directly access payment card networks such as, Visa, MasterCard and the National Automated Clearing House Association (“NACHA”) through our third party developer and operating agreement, in order to accept or facilitate the processing of credit cards and debit cards (including some types of prepaid cards) as a means for payment to us. We also expect to rely on banks or other payment processors to process transactions, and must pay fees for these services. From time to time, payment card networks have increased, and may increase in the future, the interchange fees and assessments that they charge for each transaction using one of their cards. Generally, payment card processors have the right to pass any increases in interchange fees and assessments on to payment systems like ours as well as increase their own fees for processing. Changes in interchange fees and assessments could increase our operating costs and reduce profit margins, if any. In addition, in some markets, governments have required Visa and MasterCard to reduce interchange fees, or have opened investigations as to whether Visa or MasterCard’s interchange fees and practices violate antitrust law. The financial reform law enacted in 2010 authorizes the Federal Reserve Board to regulate debit card interchange rates and debit card network exclusivity provisions, and the Federal Reserve Board has proposed rules that include caps on debit card interchange fees at significantly lower rates than Visa or MasterCard currently charge. We expect to be required by our processors to comply with payment card network operating rules, which generally include the obligation to reimburse processors for any fines they are assessed by payment card networks as a result of any rule violations by users. The payment card networks set and interpret the card rules which could be more difficult or expensive to comply with. We also expect to be required to comply with payment card networks’ special operating rules for Internet payment services. Some of these rules may be difficult or even impossible for us to comply with. If we are unable to comply with these rules, we may be subject to fines for any failure to comply with such rules or we may lose our ability to gain access to the credit card associations or NACHA.

Changes in government laws could materially adversely affect our business, financial condition and results of operations.

Our business is regulated by diverse and evolving laws and governmental authorities in Ireland and the Isle of Man and other countries in which we intend to operate in the future. Such laws relate to, among other things, online gambling, gambling in general, internet, licensing, copyrights, commercial advertising, subscription rates, foreign investment, use of confidential customer information and content. Promulgation of new laws, changes in current laws, changes in interpretations by courts and other government officials of existing laws, our inability or failure to comply with current or future laws or strict enforcement by current or future government officers of current or future laws could adversely affect us by reducing our revenue, increasing our operating expenses and/or exposing us to significant liabilities.

Our ability to compete depends in part on the continued availability and service of qualified employees and third party providers.

Although none of our employees has experience in marketing an online gambling website, we rely on their extensive experience in business and event management and marketing, internet marketing, employing search engine optimization (“SEO”) tools that include Google AdWords, social media marketing, online affiliate management and customer acquisition and analysis to operate our business. In addition, we will be reliant on our third party website operator who has developed and hosts apollobet.com. Much of our future success depends on the continued availability and service of the employees and third parties to provide these services. Experienced employees and third party providers in the gaming, technology and online marketing industry are in high demand. The loss of employees or our third party website operator, or the inability to hire additional talented employees or third party providers as necessary could result in significant disruptions to our business, and the integration of replacement employees or third party suppliers could be time-consuming and expensive and cause additional disruptions to our business. If we are unable to attract and retain qualified employees and third party providers, we may not be able to meet our strategic objectives.

In an effort to distinguish our business from those of our competitors, we may set our betting odds slightly lower than our competition; however, this policy may reduce our profitability and affect our business and financial operations negatively.

The amount of gross gambling revenues (“GGR”) we generate from our customers is based, in part, on the odds we set for certain online wagers and betting. By lowering our betting odds, the customer will receive a bigger payout, but correspondingly we will receive a lower payout. We may adopt this policy in an effort to attract more customers and gaming volume to our site.

Economic conditions that have an adverse effect on the gaming industry will adversely affect our results of operation.

Our business operations are affected by international, national and local economic conditions. A downturn in the economy or in a region where a significant source of our customers is located, or a reduction in demand for gaming, may harm our financial condition or that of our customers. We cannot predict the effect or duration of an economic slowdown or the timing or strength of any subsequent economic recovery, worldwide, in the markets we serve or in the gaming industry, or the impact such slowdown may have on the demand for online gaming. If players have less disposable income to spend on online gaming or if our customers are unable to devote resources to using our products, there could be an adverse effect on our business.

We may require significant additional capital to fund our business plan.

We will be required to expend significant funds to maintain our online gambling operations. Our ability to obtain necessary funding for these purposes, in turn, depends upon a number of factors, including the status of the national and worldwide economy. Capital markets worldwide have been adversely affected by substantial losses by financial institutions, in turn caused by investments in asset-backed securities. We may not be successful in obtaining the required financing, or if we can obtain such financing, such financing may not be on terms that are favorable to us. Failure to obtain such additional financing could result in delay or indefinite postponement of operations.

We depend upon a limited number of personnel and the loss of any of these individuals could adversely affect our business.

If any of our current executive employees were to die, become disabled or leave our company, we would be forced to identify and retain individuals to replace them. They are critical employees at this time. In addition to the executives, we rely heavily on a several people that have extensive knowledge of our industry. There is no assurance that we can find suitable individuals to replace them or to add to our employee base if that becomes necessary. We are entirely dependent on these individuals as our critical personnel at this time. We have no life insurance on any of our employees, and we may be unable to hire a suitable replacement for them on favorable terms, should that become necessary.

Risks Related to Our Common Stock

There currently is only a minimal public market for our Common Stock. Failure to develop or maintain a trading market could negatively affect the value of our Common Stock and make it difficult or impossible for you to sell your shares.

There currently is only a minimal public market for shares of our Common Stock and an active market may never develop. Our Common Stock is quoted on the OTCQB operated by the OTC Market’s Group, Inc. under the symbol “BETS.” We may not ever be able to satisfy the listing requirements for our Common Stock to be listed on any stock exchange, including the trading platforms of NASDAQ Stock Market which are often more widely-traded and liquid markets. Some, but not all, of the factors which may delay or prevent the listing of our Common Stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our Common Stock may not be sufficiently widely held; we may not be able to secure market makers for our Common Stock; and we may fail to meet the rules and requirements mandated by, any of the several exchanges and markets to have our Common Stock listed.

We cannot assure you that our Common Stock will become liquid or that it will be listed on a securities exchange.

Until our Common Stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq Stock Market, we expect our Common Stock to remain eligible for quotation on the OTCQB, or on another over-the-counter quotation system. In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of our Common Stock. Additionally, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our Common Stock, which may further affect the liquidity of our Common Stock. This would also make it more difficult for us to raise capital.

The application of the “penny stock” rules could adversely affect the market price of our Common Stock and increase your transaction costs to sell those shares.

The SEC has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, SEC Rule 15g-9 requires:

●	that a broker or dealer approve a person’s account for transactions in penny stocks, and

●	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

●	obtain financial information and investment experience objectives of the person, and

●	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

●	sets forth the basis on which the broker or dealer made the suitability determination and

●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our stock.

The market price for our Common Stock is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price. You may be unable to sell your Common Stock at or above your purchase price, which may result in substantial losses to you.

The market for our Common Stock is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our Common Stock is sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the price of those shares in either direction. The price for our Common Stock could, for example, decline precipitously in the event that a large number of shares are sold on the market without commensurate demand, as compared to the market for securities or a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our products and services. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our Common Stock, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our Common Stock will be at any time, including as to whether our Common Stock will sustain their current market prices, or as to what effect that the sale of shares or the availability of shares for sale at any time will have on the prevailing market price.

We do not pay dividends on our Common Stock.

We have not paid any dividends on our Common Stock and do not anticipate paying dividends in the foreseeable future. We plan to retain earnings, if any, to finance the development and expansion of our business.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and stock price.

Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires that we establish and maintain an adequate internal control structure and procedures for financial reporting and include a report of management on our internal control over financial reporting in our annual report on Form 10-K. That report must contain an assessment by management of the effectiveness of our internal control over financial reporting and must include disclosure of any material weaknesses in internal control over financial reporting that we have identified.

Our management identified a material weakness in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2015. We did not maintain an adequate number of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements, including the performance of internal audit functions and segregation of duties. In addition, management determined that the lack of an audit committee of our Board of Directors also contributed to insufficient oversight of our accounting and audit functions. See Item 9A, “Controls and Procedures.”

We expect to be materially dependent upon our CEO, who is also our CFO, for the foreseeable future. Until such time as we have adequate financial resources to hire a full complement of accounting personnel with the requisite expertise in U.S. generally accepted accounting principles (“U.S. GAAP”), there are no assurances that the material weaknesses and significant deficiencies in our internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

Rule 144 Related Risk.

Pursuant to Rule 144 promulgated under the Securities Act, a person who has beneficially owned restricted shares of our common stock for at least six months may sell his or her securities if: (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale, (ii) we are subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale, and (iii) if the sale occurs prior to satisfaction of a one-year holding period, we provide current information at the time of sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

●	1% of the total number of securities of the same class then outstanding (915,036,663 shares of Common Stock as of April 12, 2016); or

●	the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Such sales by affiliates must also comply with the manner of sale, current public information and notice provisions of Rule 144.

Restrictions on the reliance of Rule 144 by shell companies or former shell companies.

Historically, the SEC staff has taken the position that Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, blank check companies, like us. The SEC has codified and expanded this position in the amendments discussed above by prohibiting the use of Rule 144 for resale of securities issued by any shell companies (other than business combination related shell companies) or any issuer that has been at any time previously a shell company. The SEC has provided an important exception to this prohibition, however, if the following conditions are met:

●	The issuer of the securities that was formerly a shell company has ceased to be a shell company,

●	The issuer of the securities is subject to the reporting requirements of Section 14 or 15(d) of the Exchange Act,

●	The issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and

●	At least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

As a result, it is likely that pursuant to Rule 144, stockholders who receive our restricted securities in a business combination will not be able to sell our shares without registration until one year after we have completed our initial business combination.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable to a smaller reporting company.

ITEM 2. PROPERTIES

Our executive offices are located at 780 New York Avenue, Suite A, Huntington, NY 11743. The office is used for administration and finance for all Company activities. The office is occupied at no charge to us. There is no rental agreement for the use of this office. If rent were charged for this space, the amount would not be material.

Additionally, we occupy an office in Dublin, Ireland on a month-to-month basis that requires monthly rent payments of approximately $326.

ITEM 3. LEGAL PROCEEDINGS

On August 14, 2014, the Company agreed to the entry of an Order Instituting Cease and Desist Proceedings Pursuant to Section 21C of the Securities and Exchange Act of 1934 (“Agreed Order”), with the SEC. The agreement with the SEC was subsequently modified on September 17, 2014 and is pending final approval from the SEC. Pursuant to the Agreed Order, the Company acknowledged that it was delinquent in its filing requirements in that it had failed to file its annual report on Form 10-K for the year ended December 31, 2013, its quarterly reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014 and a current report on Form 8-K. Moreover, the Company has agreed to pay civil penalties in the total amount of $50,000 as a result of these delinquent filings. The Company is diligently working toward completing and filing its delinquent reports. The penalty of $50,000 was expensed during the third quarter of 2014. On September 23, 2014, the Company deposited $25,000 in an escrow account with its legal counsel. During 2014, $20,000 of these funds was used to partially pay the civil penalties of $50,000 that are due the SEC. During the year ended December 31, 2015, the Company paid $12,000 toward the penalty. The remaining balance due is $18,000.

In January 2016, a judgment in the amount of $72,540 was entered against us in the Supreme Court of the State of New York, County of Suffolk (Index No.: 612058/2015) in favor of Rotenberg, Meril, Solomon, Bertiger & Guttilla, P.C. The judgment stems from accounting services they performed on our behalf in addition to prejudgment interest and costs.

On April 5, 2016 Iliad Research and Trading, L.P. (“Iliad”) made a demand on the Company to issue 64,660,484 shares of the Company’s common stock (the “Delivery Shares”) issuable upon exercise of warrants issued to Iliad on December 2, 2013 (the “Iliad Warrant”) and for damages due to Company’s failure to deliver the Delivery Shares to Iliad pursuant to the terms of the Warrant, late fees in the amount of $2,000.00 per trading day (the greater of $2,000.00 and 2% of the product of the number of Delivery Shares not delivered to Investor (64,660,484) multiplied by the closing sales price of the Common Stock on the last trading day the Company could have delivered the Delivery Shares to Iliad without breaching the terms of the Warrant (which closing sale price was $0.0011 according to Iliad’s demand) have been accruing since April 1, 2016 (the “Late Fees”). The Company has been notified by Apollo that Apollo Capital Corp. believes that it acquired the Warrants when it acquired the Note on December 18, 2015 as discussed in Note 12 to the Company’s financial statements despite Iliad’s demand for issuance of the Delivery Shares. The Company has elected to withhold issuance of the Delivery Shares until the dispute between Iliad and Apollo regarding ownership of the Warrants and the rights to the Delivery Shares has been resolved. The Company is, however, subject to possible late fees and damages as a result of its failure to issue the Delivery Shares to Iliad in the event Iliad is deemed the owner of the Warrant.

We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us that may materially affect us.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our operations.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Common Stock is traded over-the-counter and available for quotation on the OTC Markets under the trading symbol “BETS”. The following table sets forth the range of high and low sale prices for our Common Stock for the periods indicated. The information reflects inter-dealer prices, without retail mark-ups, mark-downs or commissions and may not necessarily represent actual transactions.

	High		Low

Quarter Ended March 31, 2014	$	0.1100	$	0.0420
Quarter Ended June 30, 2014	$	0.1100	$	0.0201
Quarter Ended September 30, 2014	$	0.0390	$	0.0100
Quarter Ended December 31, 2014	$	0.0275	$	0.0062

Quarter Ended March 31, 2015	$	0.01	$	0.0009
Quarter Ended June 30, 2015	$	0.0017	$	0.0005
Quarter Ended September 30, 2015	$	0.0010	$	0.0004
Quarter Ended December 31, 2015	$	0.0013	$	0.0005

We have never declared or paid cash dividends on our Common Stock. We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.

As of April 12, 2016, we had 91 record holders of our Common Stock, and an unknown number of additional holders whose stock is held in “street name.” The closing price of our Common Stock on the OTC Markets on April 4, 2016 was $.0016 with respect to an insignificant number of shares.

Recent Sales of Unregistered Securities

None.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes. The management’s discussion and analysis contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “project,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements in this annual report on Form 10-K. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We disclaim any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this annual report on Form 10-K. Please see “Forward-Looking Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

Our Business

Recent Developments

How We Measure Our Business

We measure our business with several financial metrics. We use these metrics to assess the progress of our business, make decisions on where to allocate capital, time and investments and assess the long-term performance of our marketplace. Certain of the financial metrics are reported in accordance with U.S. GAAP and one of these metrics is considered a non-GAAP financial measure. As our business evolves, we may make changes to our key financial metrics used to measure our business in future periods. For further information and a reconciliation to the most applicable financial measure under U.S. GAAP, refer to our discussion under “Non-GAAP Financial Measures” in the “Results of Operations” section.

Certain Key Financial Metrics

●	Gross gaming revenues. We believe gross gaming revenue is an important indicator for our business. This amount represents the net gain or loss from online sports betting activities during the period.

●	Promotional allowances. Promotional allowances reflects the cost of customer promotions and bonuses, including free bets, used to generate revenues and incurred during the period.

●	Amounts staked. Amounts staked is a non-GAAP financial measure that reflects the gross amount of online sportsbook betting activities during the period.

We consider the amounts staked metric to be an important indicator of our growth and business performance as we believe it is representative of the dollar volume of wagers generated through our Website. We intend to use amounts staked, along with other U.S. GAAP financial measures to allocate resources and evaluate performance internally.

Our Outlook

We plan to continue to grow our business by strategically deploying our marketing resources and expanding the number of new sponsorship programs that will provide nationwide exposure of our brand. In addition, we expect to expand our business following our recent acquisition of assets from Apollo and the migration of the acquired business onto a new operating platform which is capable of delivering the online betting services provided by Apollo.

We achieved approximate amounts staked of $5,198,774 during the year ended December 31, 2015, compared to $11,620,518 during the year ended December 31, 2014. Turnover during the year ended December 31, 2015 and 2014 was approximately $5,198,774 and $11,752,367, respectively. Our gross profit for the years ended December 31, 2015 and 2014 was approximately $32,182 and $131,849, respectively. We believe that we can continue to achieve this growth though the continuation of our marketing programs and a meaningful contribution from our affiliates.

Our overhead costs outside of discretionary marketing, corporate finance and SEC legal and administrative expenses are expected to remain low due to our utilization of a third party online gaming website provider to develop and operate all aspects of our gaming Website. As we grow, the need to hire additional staff to manage Website and betting operations will be minimized allowing us to focus on marketing and customer retention. Since marketing is a key factor in our growth, we plan to continue to spend available capital on marketing and business development for the foreseeable future and will continue our efforts to raise additional capital to achieve these objectives.

We have funded most of our Website development activities utilizing advances from a related party shareholder. See “Management’s Discussion and Analysis—Liquidity and Capital Resources.”

The Company’s Results of Operations

The following comparative analysis on results of operations was based primarily on the comparative audited financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this report.

Revenue

Gross gaming revenues (“GGRs”) during the years ended December 31, 2015 and 2014 were $158,330 and $589,073, respectively. The decrease in gross gaming revenues for the year ended December 31, 2015 over the year ended December 31, 2014 of $430,743 was primarily attributable to the decrease in the amount staked during the year ended December 31, 2015 over the amount staked during the year ended December 31, 2014.

Promotional Allowances

Promotional allowances during the year ended December 31, 2015 totaled $126,148, as compared to promotional allowances of $457,224 for the comparable period in 2014, a decrease of $331.076. The decrease in promotional allowances reflects the reduction in gross gaming revenue and our limited operating capital which has resulted in a reduction in our marketing and the provision of free bets.

Operating Expenses

Operating expenses during the year ended December 31, 2015 totaled $675,412, as compared to operating expenses of $1,671,835 for the comparable period in 2014, a decrease of $996,423. The decrease in operating expenses reflects a decrease in selling, general and administrative expenses.

Operating Loss

Our operating loss during the year ended December 31, 2015 totaled $643,230, as compared to our operating loss of $1,539,986 for the comparable period in 2014. The increase in operating loss for the year ended December 31, 2015 over the year ended December 31, 2014 of $896,756 was attributable to the revenue reduction offset by decreases in promotional allowances and operating expenses.

Other Expenses

Other expenses increased by $1,780,328l, to $3,091,368 for the year ended December 31, 2015, from $1,311,040 for the year ended December 31, 2014. The increase in other expenses is primarily due to change in fair value of derivative liabilities, loss on debt modification, realized foreign exchange loss partially offset by a reduction in interest expense.

Net Loss

Our net loss for the year ended December 31, 2015 was $3,734,598, an increase of $883,572, compared to a net loss of $2,851,026 for the year ended December 31, 2014, due to the reasons noted above.

Non-GAAP Financial Measures

In addition to financial results reported in accordance with U.S. GAAP, we have provided the following non-GAAP financial measure: amounts staked. This non-GAAP financial measure is used in addition to and in conjunction with results presented in accordance with U.S. GAAP. However, this measure is not intended to be a substitute for those reported in accordance with U.S. GAAP. This measure may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures.

Amounts staked is a non-GAAP financial measure that reflects the gross amount of online sportsbook betting activities during the period. We consider amounts staked to be an important measure for management to evaluate the performance of our business as it includes the gross amount of online sportsbook betting activities. Furthermore, we believe it is important to view gross revenues as a percentage of amounts staked to supplement our entire consolidated statements of operations. When evaluating our performance, you should consider gross revenues as a percentage of amounts staked as a supplement to other financial performance measures, including net loss and our other U.S. GAAP results.

Liquidity and Capital Resources

Liquidity is a measure of a company’s ability to meet potential cash requirements. We had current assets at December 31, 2015, including cash of $959 and prepaid expenses and other current assets of $1,000. We had total current liabilities of 8,014,240 and working capital deficiency of $8,012,281 and stockholders’ deficit of $7,342,540 as of December 31, 2015. We are reliant upon shareholder, affiliate and third-party loans to fund operations. We have not realized positive operating cash flow. As a result, our current cash position is not sufficient to fund our anticipated cash requirements over the next 12 months, including operations and capital expenditures.

Net cash used in operating activities during the year ended December 31, 2015 was $198,288, primarily relating to our $3,734,598 net loss offset by change in fair value of derivative liabilities, loss on debt modification and increase in due to related parties. In the comparable period of 2014, we had net cash used in operating activities of $638,944.

Net cash provided by financing activities decreased during the fiscal year ended December 31, 2015 by $509,911 in total, to $22,814 from $532,725 for the year ended December 31, 2014. Net cash provided by financing activities during the year ended December 31, 2015 was primarily attributable to the reduction in proceeds from related party loans and the issuance of convertible notes and short term notes. Net cash provided by financing activities during the year ended December 31, 2014 was primarily attributable to the proceeds from the issuance of convertible notes and related party loans totaling $559,231, net of payment of loan costs of $26,506.

In order to continue to operate our business, we estimate we will require working capital of approximately $750,000 for Website operations, marketing expenses and general and administrative expenses. In 2015, related parties lent us approximately $14,314 in order to fund our 2015 working capital requirements. While related parties may continue to lend us funds for our working capital needs, we have not entered into any agreements with anyone for any future loans. In the event we are unable to borrow funds needed for our business, or we are unable to repay our current obligations when due, we will have to seek additional financing, and no assurances can be given that such financing would be available on a timely basis, on terms that are acceptable or at all. Failure to obtain such additional financing could result in our inability to operate our website which represents our sole business and would materially adversely affect our business, results of operations and financial condition and threaten our financial viability.

Iliad Note

On December 2, 2013 (“Issuance Date”), the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Iliad Research and Trading, L.P. (“Iliad”). Pursuant to the Purchase Agreement, the Company issued to Iliad a Secured Convertible Promissory Note (the “Note”) in the original principal amount of $667,500 (the “Purchase Price”), which Note bears interest at 8% per annum and is compounded daily. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is 23 months from Issuance Date of the Note (the “Maturity Date”). Net cash expected will be $607,500, net of original issue discount of $60,000.

The initial cash purchase price of $202,500 (which amount is net of the pro-rata portion of original issue discount of $20,000 and certain transactional expenses of $5,000) was received by the Company on the issuance date and (ii) the balance of $400,000 shall be received no later than the Maturity Date, as evidenced by four separate $100,000 promissory notes issued by Iliad to the Company.

Beginning six months after the Issuance Date and continuing for each installment date thereafter, the Company is required to make monthly principal payments under the Note of $37,083, plus any accrued and unpaid interest as of the installment date. Any installment payment may be either cash or shares of Common Stock, at the election of the Company.

The Company also issued Iliad five-year warrants to purchase 2,132,426 shares at a conversion price of $0.12 of the Company’s common stock on December 2, 2013. These options were valued at $23,625 using the Black-Scholes option pricing model with the following values: risk free interest rate of 1.5%, volatility of 26.01538% and strike price of $0.12 and was amortized to interest expense during the year ended December 31, 2014.

At any time after 180 days from the Issuance Date, the Note is convertible into shares of the Company’s common stock, at the option of the Note holder, at a conversion price of $0.12 per share, subject to adjustment downward under certain circumstances defined in the Note. At December 31, 2015, the Company has reserved 16.67 million shares of authorized but unissued common stock in accordance with the terms of the Note. The Company has agreed to reserve these shares until all of the Company’s obligations under the Note are paid and performed in full and the warrants are exercised in full or otherwise expired. The Company may prepay part or all of the Note at any time, provided that any prepayment is subject to a 25% penalty on the amount prepaid.

The Note is subject to various default provisions, including as a result of a failure to make an installment payment by the due date, a failure to deliver shares when required under the Note, or a breach of covenants in the Note and Purchase Agreement, among others. Upon an event of default, the Note accrues interest at the default rate of 1.83% per month (or 22% per annum), compounding daily. The Company was in default on this loan as of June 2, 2014 as a result of failing to make the required installment payments, as well as a result of the Company’s failure to timely file its annual reports with the SEC. Accordingly, the total principal due to Iliad of $227,500 is classified as a current liability.

Default on Iliad Note

On October 1, 2014, Iliad presented the Company with an Event of Default Redemption Notice and is electing to redeem the full outstanding balance of the Note. Note 12 outlines the applicable penalties and additional interest due to the default. On October 29, 2014, the Company and Iliad entered into a forbearance agreement, pursuant to which Iliad agreed, subject to the terms of the forbearance agreement, to refrain and forbear, until December 10, 2014, from exercising and enforcing remedies against the Company with respect to the Note defaults, including the enforcement of the interest rate increase to 22% per annum. Pursuant to an oral agreement between the Company and Iliad on December 12, 2014, the date was extended to December 31, 2014, subject to the terms of the forbearance agreement. As a result, during the year ended December 31, 2014, the Company recorded $152,500 as forbearance liability and charged to the expenses. For the year ended December 31, 2015, the Company converted $108,752 of principal and accrued interest into 99,520,802 shares of common stock.

The Note is subject to various default provisions, including as a result of a failure to make an installment payment by the due date, a failure to deliver shares when required under the Note, or a breach of covenants in the Note and Purchase Agreement, among others. Upon an event of default, the Note accrues interest at the default rate of 1.83% per month (or 22% per annum), compounding daily. The Company is in default on this loan as of June 2, 2014 as a result of failing to make the required installment payments, as well as a result of the Company’s failure to timely file its annual reports with the SEC. Accordingly, the total principal due to Iliad of $302,185 is classified as a current liability.

As of December 31, 2015, the outstanding loan balance on this including forbearance liability was $320,057 and assigned to Apollo Management Group, LLC.

The Company has identified the embedded derivatives related to the above described debenture. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date.

On June 3, 2014 (180 days from Issuance Date), the Company determined the aggregate fair value of $443,169 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 224.54%, (3) weighted average risk-free interest rate of 0.41%, (4) expected life of 1.42 years, and (5) estimated fair value of the Company’s common stock of $0.0394 per share. The determined fair value of the debt derivatives of $443,169 was charged as a debt discount up to the net proceeds of the note with the remainder of $240,669 charged to current period operations as non-cash interest expense.

The charge of the amortization of debt discounts and costs for the years ended December 31, 2015 and 2014 was $128,542 and $92,058, respectively, and was accounted for as interest expense.

For the year ended December 31, 2015, the Company converted $108,752 of principal and accrued interest into 99,520,802 shares of common stock.

On April 5, 2016 Iliad made a demand on the Company to issue 64,660,484 shares of the Company’s common stock (the “Delivery Shares”) issuable upon exercise of warrants issued to Iliad on December 2, 2013 (the “Iliad Warrant”) and for damages due to Company’s failure to deliver the Delivery Shares to Iliad pursuant to the terms of the Warrant, late fees in the amount of $2,000.00 per trading day (the greater of $2,000.00 and 2% of the product of the number of Delivery Shares not delivered to Investor (64,660,484) multiplied by the closing sales price of the Common Stock on the last trading day the Company could have delivered the Delivery Shares to Iliad without breaching the terms of the Warrant (which closing sale price was $0.0011 according to Iliad’s demand) have been accruing since April 1, 2016 (the “Late Fees”). The Company has been notified by Apollo that Apollo Capital Corp. believes that it acquired the Warrants when it acquired the Note on December 18, 2015 as discussed in Note 12 despite Iliad’s demand for issuance of the Delivery Shares. The Company has elected to withhold issuance of the Delivery Shares until the dispute between Iliad and Apollo regarding ownership of the Warrants and the rights to the Delivery Shares has been resolved. The Company is, however, subject to possible late fees and damages as a result of its failure to issue the Delivery Shares to Iliad in the event Iliad is deemed the owner of the Warrant.

Redwood Note

On March 3, 2014, the Company entered into a Securities Purchase Agreement with Redwood Management, LLC. (“Redwood”), for the sale of a 10% convertible debenture in the principal amount of $75,000 (the “Note”). The financing closed on March 3, 2014. The total net proceeds the Company received from this offering was $75,000.

All interest and principal due on September 3, 2014 has not been paid. The Note bears interest at the rate of 10% guaranteed interest regardless of how long the debenture is outstanding. The debenture is convertible into common stock, at Redwood’s option, at a 50% discount to the lowest trading price of the common stock during the 20 trading day period prior to conversion.

At the inception of the Redwood debenture, the Company determined the aggregate fair value of $109,741 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 184.71%, (3) weighted average risk-free interest rate of 0.08%, (4) expected life of 0.50 years, and (5) estimated fair value of the Company’s common stock of $0.065 per share. The determined fair value of the debt derivatives of $109,741 was charged as a debt discount up to the net proceeds of the note with the remainder of $34,741 charged to current period operations as non-cash interest expense.

For the year ended December 31, 2015, the Company converted $43,738 of principal and accrued interest into 44,988,900 shares of common stock.

On March 9, 2015, the remaining balance of $23,762 of principal and $7,500 in accrued interest was assigned to Apollo Capital Corp. A loss of $26,577 resulted from the debt modification. Subsequently, during the years ended December 31, 2015 the Company converted $31,262 of principal transferred to Apollo Capital Corp into 72,091,670 shares of common stock. The remaining balance as of December 31, 2015 is $0 and the determined fair value of the debt derivatives of $145,688 was reclassified into equity during the period ended December 31, 2015.

The charge of the amortization of debt discounts and costs for the years ended December 31, 2015 and 2014 was $-0- and $75,000, respectively, which was accounted for as interest expense.

LG Capital Funding, LLC Note

On April 1, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC. (“LG Capital”), for the sale of a 10% convertible note in the principal amount of $40,000 (the “Note”). The financing closed on April 1, 2014. The total net proceeds the Company received from this offering was $40,000.

The Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on April 1, 2015, further as of date this was not repaid hence the note was in default. The debenture is convertible into common stock, at LG Capital’s option, at a 58% discount to the average two lowest trading prices of the common stock during the 20 trading day period prior to conversion. The remaining balance for the year ended December 31, 2015 is $40,000.

On July 14, 2014, the Company entered into a Securities Purchase Agreement with LG Capital Funding, LLC. (“LG Capital”), for the sale of an 8% convertible note in the principal amount of $36,750 (the “Note”). The financing closed on July 14, 2014. The total net proceeds the Company received from this offering was $36,750.

The Note bears interest at the rate of 8% per annum. All interest and principal must be repaid on July 14, 2015. The note is convertible into common stock, at LG Capital’s option, at a 50% discount to the average two lowest trading prices of the common stock during the 20 trading day period prior to conversion.

The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of the Notes and to fair value as of each subsequent reporting date.

At the inception of the LG Capital notes, the Company determined the aggregate fair value of $152,414 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 205.52% to 237.91%, (3) weighted average risk-free interest rate of 0.11% to 0.13%, (4) expected life of 1.00 year, and (5) estimated fair value of the Company’s common stock of $0.0378 to $0.0471 per share. The determined fair value of the debt derivatives of $152,414 was charged as a debt discount up to the net proceeds of the note with the remainder of $75,664 charged to current period operations as non-cash interest expense.

The charge of the amortization of debt discounts and costs for the years ended December 31, 2015 and 2014, was $29,607 and $47,143, respectively, accounted for as interest expense.

For the year ended December 31, 2015, the Company converted the note issued on July 14, 2014 for $36,750 of principal into 51,082,166 shares of common stock. The remaining balance is $0 and the determined fair value of the debt derivatives of $66,758 was reclassified into equity during the period ended December 31, 2015.

WHC Capital, LLC Note

On April 4, 2014, the Company entered into a Securities Purchase Agreement with WHC Capital, LLC. (“WHC Capital”), for the sale of a 12%convertible note in the principal amount of $32,000 (the “Note”). The financing closed on April 4, 2014. The total net proceeds the Company received from this offering was $32,000.

The Note bears interest at the rate of 12% per annum. All interest and principal must be repaid on April 4, 2015. The debenture is convertible into common stock, at WHC Capital’s option, at a 58% discount to the lowest trading price of the common stock during the 10 trading day period prior to conversion.

At the inception of the WHC Capital note, the Company determined the aggregate fair value of $56,273 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 205.08%, (3) weighted average risk-free interest rate of 0.11%, (4) expected life of 1.00 year, and (5) estimated fair value of the Company’s common stock of $0.06 per share. The determined fair value of the debt derivatives of $56,273 was charged as a debt discount up to the net proceeds of the note with the remainder of $24,273 charged to current period operations as non-cash interest expense.

The charge of the amortization of debt discounts and costs for the year ended December 31, 2015 and 2014 was $8,241 and $23,759, accounted for as interest expense.

For the year ended December 31, 2015, the Company converted $35,211 of principal and accrued interest into 37,034,976 shares of common stock. The remaining balance is $0 and the determined fair value of the debt derivatives of $38,937 was reclassified into equity during the period ended December 31, 2015.

Summit Note

In addition, the terms of Summit’s convertible note in the amount of $59,835 were modified; the note is now convertible at a conversion rate equal to 45% of the lowest stock price 20 days prior to conversion. This note was assigned to Apollo Capital Corp. (“Apollo”) on March 19, 2015. A loss of $57,860 resulted from the debt modification.

On August 15, 2014, the Company entered into a Securities Purchase Agreement with Summit Trading, Ltd. (“Summit”), for the sale of an 10% convertible note in the principal amount of $59,835 (the “Note”). The financing closed on August 15, 2014. The total net proceeds the Company received from this offering was $59,835.

The Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on August 15, 2015. The debenture is convertible into common stock, at Summit’s option, at a 20% discount to the average volume weighted stock price during the 7 trading day period prior to conversion.

At the inception of the Summit note, the Company determined the aggregate fair value of $56,804 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 242.32%, (3) weighted average risk-free interest rate of 0.09%, (4) expected life of 1.00 year, and (5) estimated fair value of the Company’s common stock of $0.02 per share. The determined fair value of the debt derivatives of $56,804 was charged as a debt discount of the note.

The charge of the amortization of debt discounts and costs for years ended December 31, 2015 and 2014 was $35,327 and $ 21,478, respectively, accounted for as interest expense.

On January 2, 2015 and January 5, 2015, the Company issued demand notes to Summit in the amounts of $13,844 and $21,970, respectively. These notes bear interest of 4% per annum on any unpaid principal and are payable on demand.

As mentioned above in Note 11, On May 29, 2014, the Company issued a demand note to Summit Trading Ltd. (“Summit”) in the amount of $8,500. A second note in the amount of $18,030 was issued to Summit on September 15, 2014, and a third note in the amount of $10,000 was issued to Summit on November 6, 2014. These notes bear interest of 4% per annum on any unpaid principal and are payable on demand. Interest expense was $6,630 and $4,828 for the years ended December 31, 2015.

On February 27, 2015, the terms of the Summit demand notes were modified and assigned to Apollo Capital Corp. All outstanding notes totaling $62,589 became convertible notes that are convertible at 60% of the lowest trading price utilizing a three day look-back period. A loss of $57,860 resulted from the debt modification.

For the year ended December 31, 2015, the Company converted $8,500 of principal into 45,260,256 shares of common stock, the related derivative liability of notes conversion $27,030 reclassified into additional paid in capital and the remaining balance is $63,844 as of December 31, 2015.

For the year ended December 31, 2015 and 2014 the remaining balance due to Summit Trading, Ltd is $63,844 and $0, respectively.

Apollo Capital Corp.

On October 22, 2013, GE Park, LLC loaned the Company $95,000 to be used for working capital purposes. These notes bear interest at 4% per annum and are due on demand. On November 22, 2014, this promissory loan was modified into convertible note and subsequently transferred to Apollo Capital Corp (See Note 12). During the year ended December 31, 2015, the Company converted $95,000 of principal into 136,053,867 shares of common stock. The remaining balance as of December 31, 2015 is $0 and the determined fair value of the debt derivatives of $139,813 was reclassified into equity during the period ended December 31, 2015.

On February 12, 2015, the terms a GE Park demand note totaling $47,600 was modified. This note became convertible at 50% of the lowest traded price utilizing a 10 day look-back period (see Note-12). The determined fair value of the debt derivatives of $94,917 was charged as a loss on debt modification for the year ended December 31, 2015. The note was fully converted into 79,193,262 shares during the year ended December 31, 2015 (See Note 12). The remaining balance as of December 31, 2015 is $0 and the determined fair value of the debt derivatives of $94,917 was reclassified into equity during the period ended December 31, 2015.

On February 20, 2015, the terms of two GE Park demand notes totaling $33,600 were modified. These notes became convertible at 50% of the lowest traded price utilizing a 10 day look-back period (see Note-12). The determined fair value of the debt derivatives of $75,378 was charged as a loss on debt modification for the year ended December 31, 2015. The note amounted to $21,600 was converted into 33,895,385 shares during the year ended December 31, 2015 (See Note 12). The remaining balance as of December 31, 2015 is $12,000.

In addition, the terms of Summit’s convertible note in the amount of $59,835 and accrued interest of $2,992 were modified; the note is now convertible 45% of the lowest stock price 20 days prior to conversion. This note was assigned to Apollo Capital Corp. (“Apollo”) on March 19, 2015. A loss of $57,860 resulted from the debt modification.

On March 3, 2015, the GE Park conversion terms of the GE Park convertible note dated November 25, 2014 for $79,750 were modified to 50% of the lowest traded price utilizing a 10 day look-back. A loss a $38,052 resulted from this modification. The note was transferred to Apollo Capital Corp on March 3, 2015.

On March 9, 2015, the remaining balance of $23,762 of principal and $7,500 in accrued interest was assigned to Apollo Capital Corp from Redwood Management, LLC. A loss of $26,577 resulted from the debt modification. Subsequently, during the year ended December 31, 2015 the Company converted $31,262 of principal into 72,091,670 shares of common stock. The remaining balance as of December 31, 2015 is $0 and the determined fair value of the debt derivatives of $145,688 was reclassified into equity during the period ended December 31, 2015.

On November 20, 2015, the Company issued to Apollo Capital Group, LLC (“Apollo Capital”) a Convertible Promissory Note (the “Note”) in the original principal amount of $16,500 (the “Purchase Price”) which Note bears interest at 12% per annum and is compounded. As of December 31, 2015 the Company received $8,500 of the convertible note. The principal amount and accrued interest under the Note is convertible into the Company’s common stock, $0.001 par value (the “Common Stock”), at Apollo Capital’s option, at any time beginning 180 days after the date of issuance at a 60% discount of by the lowest trading price for the Company’s common stock during the 30 trading day period prior to conversion (the “Conversion Price”). All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is May 20, 2016 (the “Maturity Date”). The conversion price is subject to adjustment in the event the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of Common Stock at an effective price per share that is lower than the conversion price in effect on the date of such issuance. In addition, the Conversion Price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

At the inception of the Apollo Capital note, the Company determined the aggregate fair value of $18,758 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 205.06%, (3) weighted average risk-free interest rate of 0.11%, (4) expected life of 1.00 year, and (5) estimated fair value of the Company’s common stock of $0.00024 per share. The determined fair value of the debt derivatives of $8,500 was charged as a debt discount up to the net proceeds of the note with the remainder of $10,258 charged to current period operations as non-cash interest expense. The charge of the amortization of debt discounts and costs for the year ended December 31, 2015 and 2014 was $1,915 and $0, accounted for as interest expense.

On December 18, 2015, the remaining balance of $302,185 of principal and $17,872 in accrued interest was assigned to Apollo Capital Corp from Iliad Research and Trading, L.P. A loss of $576,431 resulted from the debt modification. The remaining balance as of December 31, 2015 is $320,057. On December 18, 2015, the Company issued to Apollo Capital Group, LLC (“Apollo Capital”) a Convertible Promissory Note (the “Note”) in the original principal amount of $320,0570 (the “Purchase Price”) which Note bears interest at 12% per annum and is compounded daily. The principal amount and accrued interest under the Note is convertible into the Company’s common stock, $0.001 par value (the “Common Stock”), at Apollo Capital’s option, at any time beginning 180 days after the date of issuance at a 65% discount of by the lowest trading price for the Company’s common stock during the 30 trading day period prior to conversion (the “Conversion Price”). All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is June 18, 2016 (the “Maturity Date”). The conversion price is subject to adjustment in the event the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of Common Stock at an effective price per share that is lower than the conversion price in effect on the date of such issuance. In addition, the Conversion Price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

The charge of the amortization of debt discounts and costs for years ended December 31, 2015 and 2014 was $1,915 and $ 0, respectively, accounted for as interest expense.

For the year ended December 31, 2015 and 2014 the remaining balance due to Apollo Capital Corp is $462,780 and $0, respectively.

GE Park Note

During the year ended December 31, 2014, GE Park, LLC loaned the Company $166,200 to be used for working capital purposes. These notes bear interest at 4% per annum and are due on demand.

On February 12, 2015, the terms a GE Park demand note totaling $47,600 was modified. This note became convertible at 50% of the lowest traded price utilizing a 10 day lookback period. The determined fair value of the debt derivatives of $94,917 was charged as a loss on debt modification for the year ended December 31, 2015. The note was fully converted into 79,193,262 shares during the three months ended December 31, 2015.

On February 20, 2015, the terms of two GE Park demand notes totaling $33,600 were modified. These notes became convertible at 50% of the lowest traded price utilizing a 10-day lookback period. The determined fair value of the debt derivatives of $75,378 was charged as a loss on debt modification for the year ended December 31, 2015. The note amounted to $21,600 was converted into 33,895,385 shares during the year ended December 31, 2015.

During the year ended December 31, 2015, the GE Park accounts payable balance amounted to $17,374 was reclassified into as “loan payable”.

The Note bears interest at the rate of 4% per annum. All interest and principal must be repaid on within five days after demand. The note is convertible into common stock, at a 50% discount to the average lowest trading prices of the common stock during the 10 trading day period prior to conversion.

On October 22, 2013, the Company determined the aggregate fair value of $187,188 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 278.85%, (3) weighted average risk-free interest rate of 0.02, (4) expected life of 0.25 year, and (5) estimated fair value of the Company’s common stock of $0.00719 per share.

During the year ended December 31, 2015, the Company converted $95,000 of principal into 136,053,867 shares of common stock. The determined fair value of the debt derivatives of $139,813 was reclassified into equity during the year ended December 31, 2015.

The Note bears interest at the rate of 4% per annum. All interest and principal must be repaid on May 25, 2015. The note is convertible into common stock, at a 50% discount to the lowest trading prices of the common stock during the 20 trading day period prior to conversion. On March 3, 2015, the GE Park conversion terms of the GE Park convertible note dated November 25, 2014 for $79,750 were modified to 50% of the lowest traded price utilizing a 10 day lookback. A loss a $38,052 resulted from this modification.

On October 25, 2014, the Company determined the aggregate fair value of $139,421 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 280.29%, (3) weighted average risk-free interest rate of 0.07%, (4) expected life of 0.50 year, and (5) estimated fair value of the Company’s common stock of $0.00719 per share. The determined fair value of the debt derivatives of $72,500 as charged as a debt discount up to the net proceeds of the note with the remainder of $66,921 charged to current period operations as non-cash interest expense.

The charge of the amortization of debt discounts and costs for the year ended December 31, 2015 was $63,888 and was accounted for as interest expense.

Interest expense for the year ended December 31, 2015 and 2014 totaled $130,207 and $112,905, respectively. Accrued interest at December 31, 2015 and December 31, 2014 totaled $102,165 and $8,799, respectively.

Going Concern

Our consolidated financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s continued losses and negative operating cash flows raise substantial doubt about its ability to continue as a going concern.

The Company’s primary need for cash during the next 12 months is to fund payments of operating costs. At December 31, 2015 and 2014, the Company had working capital deficiencies and stockholders’ deficit of $8,012,281 and $5,557,131, respectively, and $7,342,540 and $4,993,157, respectively.

We believe we will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain our operations until we can achieve profitability and positive cash flows, if ever.

The accompanying audited consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Off-Balance Sheet Arrangements

There are 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 is material to investors.

Critical Accounting Policies and Estimates

Critical Accounting Policies

Our consolidated financial statements and related public information are based on the application of U.S. GAAP. Our significant accounting policies are summarized in Note 4 to our consolidated financial statements. While all of these significant accounting policies impact our financial condition and the results of our operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements. Our critical accounting policies are discussed below.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenue is recognized upon the completion of the related gaming event. Gross gaming revenue is the gross gaming yield (which is the difference between gaming wins and losses), and includes promotional betting (“Free Bets”), net of the revenue share portion due our third-party provider (see Note 4 to our consolidated financial statements included herein). Free Bets are included in promotional allowances and are deducted from gross gaming revenue. All other costs are included in selling, general and administrative expenses. For the years ended December 31, 2015 and 2014, no revenue share amounts were due to our third-party provider.

Stock-Based Compensation Arrangements

The Company accounts for stock-based compensation arrangements in accordance with guidance provided by the FASB ASC 718. This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations.

From time to time, our shares of common stock and warrants have been issued as payment to employees and non-employees for services. These are non-cash transactions that require management to make judgments related to the fair value of the shares issued, which affects the amounts reported in our consolidated financial statements for certain of its assets and expenses.

Derivative Instrument Liability

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At December 31, 2015 and 2014, the Company did not have any derivative instruments that were designated as hedges.

Recently Issued Accounting Pronouncements

In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (“ASU 2015-07”). This guidance eliminates the requirement to categorize investments within the fair value hierarchy if their fair value is measured using the net asset value (“NAV”) per share practical expedient in the FASB’s fair value measurement guidance. The new standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015, The Company does not expect the adoption of ASU 2015-07 to have a material effect on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Imputation of Interest - Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. This amendment is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting this new guidance but at this time does not expect it to have an impact on the Company’s consolidated financial statements.

In February 2015, the FASB issued new guidance to improve consolidation guidance for legal entities (Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis), effective for fiscal years beginning after December 15, 2015 and interim periods within those years and early adoption is permitted. The new standard is intended to improve targeted areas of the consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures. The amendments in the ASU affect the consolidation evaluation for reporting organizations. In addition, the amendments in this ASU simplify and improve current GAAP by reducing the number of consolidation models. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the impact of adopting this accounting standard update on our consolidated financial statements and disclosures.

In June 2014, the FASB has issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

In May 2014, the FASB has issued ASU No. 2014-09, Revenue from Contracts with Customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification 605 - Revenue Recognition and most industry-specific guidance throughout the Codification. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective on January 1, 2017 and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying the ASU recognized at the date of initial application. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company’s consolidated financial position and results of operations.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on the results of operations, financial condition or cash flow.

Recent Developments

On January 28, 2015, we entered into an investment agreement (the “Investment Agreement”) with Summit Trading, Ltd. (“Summit”), pursuant to which Summit agreed to invest up to $5 million to purchase our common stock.

Also on January 28, 2015, we entered into a registration rights agreement (the “Registration Rights Agreement”) with Summit, pursuant to which we agreed to use all commercially reasonable efforts to file, within 30 days of the date of the Registration Rights Agreement, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 covering the resale of the shares issued or issuable pursuant to the Investment Agreement, the Commitment Shares (as such term is hereinafter defined), any shares of capital stock issued or issuable with respect to such shares of common stock, if any, as a result of any stock split, stock dividend, recapitalization exchange or similar event or otherwise which have not been (i) included in the Registration Statement or (ii) sold under circumstances meeting all of the applicable conditions of Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). We agreed to use all commercially reasonable efforts to have the Registration Statement declared effective by the Commission as soon as practicable, but in no event later than 90 days after the date of the Registration Rights Agreement (the “Effectiveness Deadline”). Pursuant to the terms of the Investment Agreement, if the Registration Statement is not declared effective by the Commission on or prior to the Effectiveness Deadline, we will issue the Commitment Shares to Summit. For purposes of the Investment Agreement, “Commitment Shares” means the number of shares of our common stock equal to the quotient obtained by dividing (a) $5,000 by (b) the arithmetic average of the VWAPs over the 10 trading day period immediately preceding the Effectiveness Deadline, rounded up to the nearest whole share.

Pursuant to the terms of the Investment Agreement, from time to time during the Open Period (as hereinafter defined), but no more than once every 20 trading days, we may, in our sole discretion, deliver a drawdown notice to Summit indicating the dollar amount of the shares which we intend to sell to Summit on the closing date. The “Open Period” means the period beginning on and including the trading day immediately following the effective date of the Registration Statement and ending on the earlier to occur of (a) the date which is 48 months from the effective date of the Registration Statement, or (b) termination of the Investment Agreement. The maximum amount that we will be entitled to drawdown shall be the lesser of (i) $200,000, or (ii) 200% of the average daily trading volume of the common stock during the 10 days preceding the drawdown notice, so long as such amount does not render Summit a holder of more than 4.99% of our outstanding shares. The price per share shall be equal to 90% of the average of the two lowest closing bid prices of our common stock during the five consecutive trading days prior to a drawdown.

Pursuant to the terms of the Investment Agreement, we agreed to pay Summit a commitment fee equal to 0.25% of each drawdown amount. In addition, we agreed to pay $5,000 of Summit’s legal fees with the first drawdown. We also agreed to cause our executive officers, directors and other related parties under our control to refrain from selling our common stock during the five consecutive trading days prior to a drawdown.

Each of the Investment Agreement and the Registration Rights Agreement contains customary representations, warranties, covenants and indemnification provisions.

The Investment Agreement will terminate upon any of the following events: (i) Summit has purchased an aggregate of $5 million in our common stock pursuant to the Investment Agreement, (ii) the date which is 48 months after the effective date of the Registration Statement, or (iii) at such time that the Registration Statement is no longer in effect.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable for a smaller reporting company.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedules beginning on page F-1 of this annual report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management conducted an evaluation, with the participation of its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for the preparation of our financial statements and related information. Management uses its best judgment to ensure that the financial statements present fairly, in material respects, our financial position and results of operations in conformity with generally accepted accounting principles.

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of management, including the CEO, who is also the CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that evaluation, our management concluded that our internal control over financial reporting was ineffective as of December 31, 2015.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, transactions and dispositions of assets; and provide reasonable assurances that: (1) transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States; (2) receipts and expenditures are being made only in accordance with authorizations of management and the directors of our Company; and (3) unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements are prevented or timely detected.

Management identified a material weakness in its assessment of the effectiveness of internal control over financial reporting as of December 31, 2015. We did not maintain an adequate number of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements, including the performance of internal audit functions and segregation of duties. In addition, management determined that the lack of an audit committee of our Board of Directors also contributed to insufficient oversight of our accounting and audit functions.

We expect to be materially dependent upon our CEO, who is also our CFO, for the foreseeable future. Until such time as we have adequate financial resources to hire a full complement of accounting personnel with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our internal control over financial reporting will not result in errors in our financial statements which could lead to a restatement of those financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s Report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only Management’s Report in this annual report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter to which this annual report on Form 10-K relates that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and ages of the members of our Board of Directors and executive officers.

Name	Age	Positions and Offices Held
Barry M. Brookstein	74	Director, Chief Executive Officer, Chief Financial Officer, Secretary
Shane O’Driscoll	43	Director
Jon M. Garfield	52	Director

The directors above were appointed by RDRD to serve as our officers and directors as of the date of the closing of the Acquisition in accordance with the Acquisition Agreement. The directors served until the first annual meeting of our stockholders following completion of the Acquisition. Thereafter, directors will be elected for one-year terms at the annual stockholders’ meeting. All executive officers are elected by the Board and hold office until the next annual meeting of stockholders and until their successors are elected and qualify. Officers serve at the pleasure of the Board of Directors, absent any employment agreement. There is no arrangement or understanding between any of the directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to our Board. There are also no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.

Barry M. Brookstein. Mr. Brookstein served as our Chief Financial Officer and each of its subsidiaries from such entities’ formation through our merger with and into our predecessor, GSA Publications, Inc. in February 2006. Since the 2006 merger, he served as our Chief Financial Officer and Chief Financial Officer of each of our subsidiaries, as well as our Secretary, Treasurer and director and serves in such capacity on a part time basis. Effective November 23, 2010, he became the Chairman of the Board and Chief Executive Officer of our Company upon the resignation of Mr. Garfinkel. Prior to joining the Company, Mr. Brookstein devoted his full-time to his accounting practice. Mr. Brookstein also currently devotes a portion of his time to his accounting practice. Mr. Brookstein is a graduate of Pace University and has over 40 years of experience in public accounting.

Shane O’Driscoll. Since 2008, Mr. O’Driscoll has served as Entertainment Director at INEC, Gleneagle Hotel Group, Killarney, Ireland. Mr. O’Driscoll’s duties include managing a staff of over 30 employees, all event, festival and production management and procurement of artists and talent for shows. Since 2007, Mr. O’Driscoll has also served as the Director of the Killarney Summerfest.

Jon M. Garfield. Mr. Garfield served as the chairman of the audit committee and Board of Directors for Neah Powers, Inc., a publicly traded technology company from 2008 through the present. From 2005 through 2010, Mr. Garfield as the Chief Financial Officer of Clearant, Inc. and from 2007 to 2010 was also its Chief Executive Officer and director, a publicly traded medical technology device company. Mr. Garfield earned a bachelor’s degree from the University of Texas.

Key Employees

Seaniemac employs Garreth Core, age 35, as director of marketing and operations who, while not an executive officer, makes a significant contribution to our business and operations.

Since July 2012, Mr. Core has been Seaniemac’s director of marketing and operations where he is responsible for all aspects of its event management and marketing, internet marketing, employing search engine optimization (“SEO”) tools that include Google AdWords, social media marketing, online affiliate management and customer acquisition and analysis. From 2010 to July 2012, Mr. Core was the Chief Operating Officer of Connexions Bookings Ltd., an online marketing, consulting and management company that provides Website development, search engine optimization, online marketing, budgeting, business development and management information systems installation services.

With a strong knowledge of both cash and accounting systems, Mr. Core has been responsible for multi-fund budgets. He has experience in all aspects of the service industry, resource allocation, fund management, accounting and control. Mr. Core works closely with clients reducing costs and increasing turn over, while improving overall staff morale and client confidence.

In 2010, Mr. Core was a manager at the Arc Cafe Bar and Restaurant operated by the Towey Group, one of the leading companies in the service industry in Ireland. Arc Cafe Bar is a state of the art bar, nightclub and restaurant that can accommodate up to 1,000 people and employed a staff of approximately 100. While working at the Arch Care Bar and Restaurant, Mr. Core was responsible for all marketing, budget control, staffing, stock control, finances and customer service functions. In addition, Mr. Core employed social media and online marketing to increase its online presence and attract and retain new and existing customers. Mr. Core continues to provide marketing consulting services to the Towey Group.

Promoters

Each of the following persons may be deemed a “promoter” of the Company as that term is defined in the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as a result of RDRD’s former ownership of Seaniemac, its current ownership interest in our Company and the management role in Seaniemac of Messrs. Kessler and Trautman, who are managing members of RDRD: Rina Chernaya, Dianna Chernaya, Robert Kessler, Gregory Trautman, and David Gentile.

In December 2009, the SEC entered an order imposing remedial sanctions (Administrative Proceeding File No. 3-12559) against Mr. Trautman due to his unlawful late trading and deceptive market timing in mutual fund shares on behalf of customers and for the account of the broker-dealer in which he was a principal and other securities laws violations as a result of these activities. The sanctions bar Mr. Trautman from association with any broker or dealer, orders him to cease and desist from committing or causing any violations or future violations of Section 17(a) of the Securities Act, Sections 10(b) and 15(c) of the Exchange Act, and Exchange Act Rules 10b-3 and 10b-5, disgorge $608,886, plus prejudgment interest of $260,645.29 and pay a civil money penalty in the amount of $120,000.

Other than as disclosed above, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past five years.

Director Qualifications, Committees of our Board of Directors and the Role of our Board in Risk Oversight

Director Qualifications

Mr. Brookstein has been involved with our operations since 2006. We believe that the professional experience of Mr. Brookstein in managing public companies and in accounting and his years of service to our Company qualifies him to continue to serve as a director of our Company.

We believe Mr. O’Driscoll’s business experience qualifies him to serve as a director for our Company.

Mr. Garfield’s years of experience servicing public companies and as a CPA qualifies him to serve as a Director on our board.

Committees of our Board of Directors

We have not established any committees, including an audit committee, a compensation committee or a nominating committee. The functions of those committees are being undertaken by Board of Directors as a whole. Because we do not have any independent directors, we believe that the establishment of these committees would be more form over substance.

We do not have a policy regarding the consideration of any director candidates which may be recommended by our shareholders, including the minimum qualifications for director candidates, nor has our Board of Directors established a process for identifying and evaluating director nominees, nor do we have a policy regarding director diversity. We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our shareholders, including the procedures to be followed. Our board of directors has not considered or adopted any of these policies as we have never received a recommendation from any shareholder for any candidate to serve on our Board of Directors. Given our relative size and lack of directors and officers insurance coverage, we do not anticipate that any of our shareholders will make such a recommendation in the near future. While there have been no nominations of additional directors proposed, in the event such a proposal is made, all members of our board or directors will participate in the consideration of director nominees. In considering a director nominee, it is likely that our board or directors will consider the professional and/or educational background of any nominee with a view towards how this person might bring a different viewpoint or experience to our board or directors.

Mr. Brookstein is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. In general, an “audit committee financial expert” is an individual member of the audit committee or Board of Directors who:

●	understands generally accepted accounting principles and financial statements,

●	is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves,

●	has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity of our financial statements,

●	understands internal control over financial reporting, and

●	understands audit committee functions.

Our securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include “independent” directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

Board Oversight in Risk Management

Our Chief Executive Officer also serves as Chairman of the Board of Directors and we do not have a lead director. In the context of risk oversight, we believe that our selection of one person to serve in both positions provides the Board with additional perspective which combines the operational experience of a member of management with the oversight focus of a member of the Board. The business and operations of our company are managed by our Board as a whole, including oversight of various risks, such as operational and liquidity risks that our company faces. Because our Board is comprised solely of members of our management, these individuals are responsible for both the day-to-day management of the risks we face as well as the responsibility for the oversight of risk management.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common shares and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based on our review of the copies of such forms received by us, and to the best of our knowledge, none of our executive officers, directors and persons holding greater than 10% of our issued and outstanding stock have filed the required reports in a timely manner during 2015 except for Messrs. Brookstein and O’Driscoll and RDRD II Holdings LLC who have not filed the required Section 16(a) reports.

ITEM 11. EXECUTIVE COMPENSATION

The following table provides certain information for the fiscal years ended December 31, 2015 and 2014 concerning compensation earned for services rendered in all capacities by our named executive officers during the fiscal years ended December 31, 2015 and 2014.

2015 SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary		Option Awards⁽¹⁾		All Other Compensation		Total
Barry Brookstein, Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer	2015	$	30,000	$	-	$	-	$	30,000
	2014	$	30,000	$	-	$	-	$	30,000

Employment Agreements with Executive Officers

We have no employment agreement with Mr. Brookstein and agreed to pay him $30,000 in fiscal 2015 for services he provided to the Company. We are in discussions with Mr. Brookstein regarding future compensation.

Discussion of Director Compensation

We did not pay any director compensation during the fiscal year ended December 31, 2015. We may begin to compensate our directors in cash or otherwise at some time in the future.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following tables set forth certain information, as of April 12, 2016, with respect to the beneficial ownership of our outstanding common stock and preferred stock by (i) any holder of more than 5%, (ii) each of our named executive officers and directors, and (iii) our directors and executive officers as a group.

The information provided herein is based upon a list of our shareholders and our records with respect to the ownership of warrants and options to purchase securities in our company. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

Series A Senior Convertible Voting Non-Redeemable Preferred Stock

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Barry Brookstein (1)		200,000		8.7	%
All executive officers and directors as a group (1 person)		200,000		8.7	%

(1)	Mr. Brookstein is a Director and our Chief Executive Officer, Chief Financial Officer, and Secretary.

Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
Barry Brookstein (1)		1,250,000	(2)		100	%
All executive officers and directors as a group (1 person)		1,250,000	(2)		100	%
Spirits Management Inc. (3)		750,000			60	%

(1)	Mr. Brookstein is a Director and our Chief Executive Officer, Chief Financial Officer, and Secretary.

(2)	Includes 750,000 shares of Series B Preferred Stock owned by Spirits Management, Inc. a corporation in which Mr. Brookstein serves as an executive officer and director and is the sole stockholder (“Spirits”).

(3)	Spirits is a corporation in which Mr. Brookstein, our Chief Executive Officer, Chief Financial Officer, and Secretary, serves as an executive officer and director and is the sole stockholder. Spirits’ address is c/o Seaniemac International, Inc., 780 New York Avenue, Suite A, Huntington, New York 11743.

Series C Senior Subordinated Convertible Voting Redeemable Preferred Stock

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
Barry Brookstein (1)		857,593	(2)		46.9	%
All executive officers and directors as a group (1 person)		857,593	(2)		46.9	%
Spirits Management Inc. (3)		450,601			24.6	%
Phone Tel New Corp. (4)		202,491			11.1	%
Tele-Serv Inc. (4)		141,345			7.7	%
Telmax Co. Inc. (4)		160,390			8.8	%
Agile Opportunity Fund, LLC (5)		466,750			25.5	%

(1)	Mr. Brookstein is a Director and our Chief Executive Officer, Chief Financial Officer, and Secretary.

(2)	Includes (a) 450,601 shares of Series C Preferred Stock owned by Spirits, a corporation in which Mr. Brookstein serves as an executive officer and director and is the sole stockholder.

(3)	Spirits is a corporation in which Mr. Brookstein, our Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, serves as an executive officer and director and is the sole stockholder. Spirits’ address is c/o Seaniemac International, Inc., 780 New York Avenue, Suite A, Huntington, New York 11743.

(4)	The address for Phone Tel New Corp., Tele-Serv Inc., and Telmax Co. Inc. is 153 Symphony Court, Eastport, New York 11941.

(5)	The address for Agile Opportunity Fund, LLC is 1175 Walt Whitman Road, Melville, New York 11747.

Series D Senior Convertible Voting Redeemable Preferred Stock

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Barry Brookstein (1)		100,000		100	%
All executive officers and directors as a group (4 persons)		100,000		100	%

(1)	Mr. Brookstein is a Director and our Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary.

Common Stock

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class (1)
Barry Brookstein (2)	726,775	(3)			*
All executive officers and directors as a group (4 persons)	726,775	(3)			*
GE Park LLC	48,971,428			5.4	%
8 Belleford Place
Beacon, NY 12508

* Represents less than 1.0%.

(1)	Based on an aggregate of 915,036,663 common shares outstanding as of April 12, 2016.

(2)	Mr. Brookstein is a Director and our Chief Executive Officer, Chief Financial Officer, and Secretary.

(3)	Represents (a) 367,905 shares of Common Stock held directly, (b) 32 shares of Common Stock held by Mr. Brookstein as custodian under the California Uniform Transfers to Minors Act, (c) 26,245 shares of Common Stock owned by Spirits, (d) 20,111 shares of Common Stock issuable upon conversion of the 200,000 shares of Series A Preferred Stock owned by Mr. Brookstein, (e) 50,277 shares of Common Stock issuable upon conversion of the 500,000 shares of Series B Preferred Stock owned by Mr. Brookstein, (f) 75,416 shares of Common Stock issuable upon conversion of the 750,000 shares of Series B Preferred Stock owned by Spirits, (g) 40,925 shares of Common Stock issuable upon conversion of the 406,992 shares of Series C Preferred Stock owned by Mr. Brookstein, (h) 45,310 shares of Common Stock issuable upon conversion of the 450,601 shares of Series C Preferred Stock owned by Spirits, and (i) 100,554 shares of Common Stock issuable upon conversion of the 100,000 shares of Series D Preferred Stock owned by Mr. Brookstein.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Company accrued compensation for Brookstein in the amount of $7,500 during the three months ended December 31, 2015 and 2014, the unpaid balance was $120,000 and $90,000 as of December 31, 2015 and 2014, respectively.

Loans payable to related parties consist of the following:

	December 31, 2015		December 31, 2014

Loan payable - GE Park, LLC	$	85,000	$	166,200
Loans payable – Other related parties		4,615		-
Loans payable - Brookstein		15,702		15,702
Loans payable - RDRD II Holding, LLC		890,177		880,478
Total	$	995,494	$	1,062,380

Due to related parties consist of the following:

	December 31, 2015		December 31, 2014

Due to related party - GE Park, LLC	$	426,737	$	140,187
Due to related party – Brookstein B.		28,188		28,063
Due to related party – Kessler		19,873		18,231
Total	$	474,798	$	186,480

Interest expense to related parties totaled $58,246 and $47,973 for the years ended December 31, 2015 and 2014 respectively.

During the year ended December 31, 2015 and year ended December 31, 2014, in order to timely take advantage of business opportunities provided for under Irish laws, the Company processed a number of transactions through bank accounts of a related party. Following the completion of the fiscal year ended December 31, 2014, the Company as established its own banking relationships and no longer processes transactions using bank accounts of a related party. As of December 31, 2015, the Company’s own banking account was not yet established.

As of December 31, 2015 and 2014, $4,615 and $1,825, respectively, was recorded as a payable and receivable from a related party, respectively.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table shows the fees that were billed for the audit and other services provided by Baker Tilly Virchow Krause, LLP (formerly known as Holtz Rubenstein Reminick LLP) and RBSM LLP for the fiscal years ended December 31, 2015 and 2014.

	2015		2014
Audit Fees	$	80,000	$	132,636
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	80,000	$	132,636

Audit Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees - This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.

Tax Fees - This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees - This category consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting. Consistent with the Board’s policy, all audit and permissible non-audit services provided by our independent registered public accounting firm during the fiscal years ended December 31, 2015 and 2014 were pre-approved by the Board.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	1.	Financial Statements

		The consolidated financial statements and Report of Independent Registered Public Accounting Firm are included beginning on page F-1.

	2.	Financial Statement Schedules

		All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.

Exhibits.

Exhibit Number		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of February 5, 2010, among Execuserve Corp., Compliance Systems Corporation, CSC/Execuserve Acquisition Corp., W. Thomas Eley, James A. Robinson, Jr. and Robin Rennockl. (Incorporated by reference to Exhibit 2.2 of the registrant’s current report on Form 8-K filed with the Commission on February 17, 2010).

2.2		Form of Agreement and Plan of Merger (Incorporated herein by reference to Exhibit 2.1 to the Company’s current report on Form 8-K as filed with the Commission on July 29, 2013).

3.1		Composite of Articles of Incorporation of Compliance Systems Corporation, as amended to date (Incorporated herein by reference to Exhibit 3.1 to the Company’s current report on Form 8-K as filed with the Commission on February 26, 2013).

3.2		Certificate of Amendment to the Articles of Incorporation of Compliance Systems Corporation effective October 3, 2012 (Incorporated herein by reference to Exhibit 3.2 to the Company’s current report on Form 8-K as filed with the Commission on February 26, 2013).

3.3		Articles of Merger as filed with the Secretary of State of Nevada (Incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K as filed with the Commission on July 29, 2013).

10.2		Addendum to Promissory Note, dated July 25, 2005, between Call Compliance, Inc. and Barry Brookstein. (Incorporated by reference to Exhibit 10.6 to our Registration Statement on Form SB-2, filed with the SEC on May 12, 2006.)

10.3		Addendum to Promissory Agreement, dated July 25, 2005, between Compliance Systems Corporation and Barry Brookstein. (Incorporated by reference to Exhibit 10.27 to our Registration Statement on Form SB-2, filed with the SEC on May 12, 2006.)

10.4		Addendum to Promissory Agreement, dated July 26, 2005, between Compliance Systems Corporation and Spirits Management, Inc. (Incorporated by reference to Exhibit 10.28 to our Registration Statement on Form SB-2, filed with the SEC on May 12, 2006.)

10.5		Non-Negotiable Promissory Note, dated July 1, 2005, between Compliance Systems Corporation and Dean Garfinkel. (Incorporated by reference to Exhibit 10.30 to our Registration Statement on Form SB-2, filed with the SEC on May 12, 2006.)

10.8+		Employment Agreement dated September 30, 2005 between Call Compliance, Inc. and Dean Garfinkel. (Incorporated by reference to Exhibit 10.36 to Amendment Number 1 to our Registration Statement on Form SB-2/A, filed with the SEC on August 11, 2006.)

10.9+		First Amendment to Employment Agreement dated December 1, 2001, dated September 30, 2005, between Call Compliance, Inc. and Dean Garfinkel. (Incorporated by reference to Exhibit 10.36 to Amendment Number 1 to our Registration Statement on Form SB-2/A, filed with the SEC on August 11, 2006.)

10.10		Promissory Note, dated October 28, 2005, between Compliance Systems Corporation and Henry A. Ponzio. (Incorporated by reference to Exhibit 10.34 to our Registration Statement on Form SB-2, filed with the SEC on May 12, 2006.)

10.11		$150,000 Promissory Note, dated September 30, 2006, issued by Call Compliance.com, Inc. to Nascap Corp. (Incorporated by reference to Exhibit 10.61 to Amendment Number 2 to our Registration Statement on Form SB-2/A, filed with the SEC on November 2, 2006.)

10.12		Security Agreement, dated March 8, 2006 by and between Call Compliance, Inc. and Nascap Corp. (Incorporated by reference to Exhibit 10.62 to Amendment Number 2 to our Registration Statement on Form SB-2/A, filed with the SEC on November 2, 2006.)

10.13		Guaranty Agreement, dated September 30, 2006, by Compliance Systems Corporation in favor of Nascap Corp. (Incorporated by reference to Exhibit 10.63 to Amendment Number 2 to our Registration Statement on Form SB-2/A, filed with the SEC on November 2, 2006.)

10.14		Consent, dated September 30, 2006, of Montgomery Equity Partners, Ltd. to the issuance by Call Compliance, Inc. of a $150,000 Promissory Note to Nascap Corp. (Incorporated by reference to Exhibit 10.64 to Amendment Number 2 to our Registration Statement on Form SB-2/A, filed with the SEC on November 2, 2006.)

10.15		Investor Registration Rights Agreement, dated March 16, 2007, between Compliance Systems Corporation and Cornell Capital Partners, LP. (Incorporated by reference to Exhibit 10.25 to our Current Report on Form 8-K (Date of Report: March 16, 2007), filed with the SEC on March 23, 2007.)

10.16		Secured Convertible Debenture, dated March 16, 2007, issued to Cornell Capital Partners, LP. (Incorporated by reference to Exhibit 10.35 to our Current Report on Form 8-K (Date of Report: March 16, 2007), filed with the SEC on March 23, 2007.)

10.17		Form of Option Agreement, dated as of January 4, 2008, with respect to options granted by Compliance Systems Corporation to Dean Garfinkel (20,000,000 shares) and Barry M. Brookstein (10,000,000 shares). (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K (Date of Report: January 4, 2008), filed with the SEC on February 15, 2008.)

10.18		Warrant Certificate of Compliance Systems Corporation, dated as of May 6, 2008, registered in the name of Cresta Capital Strategies, LLC. (Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K (Date of Report: May 6, 2008), filed with the SEC on May 12, 2008.)

10.19		Warrant Certificate of Compliance Systems Corporation, dated as of September 2, 2008, registered in the name of Cresta Capital Strategies, LLC. (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K (Date of Report: September 2, 2008), filed with the SEC on September 5, 2008.)

10.20		Waiver and Standstill Agreement, dated as of January 26, 2009, between Compliance Systems Corporation, Call Compliance, Inc. and Nascap Corp (Incorporated by reference to Exhibit 10.8 of the registrant’s Current Report on Form 8-K (Date of Report: January 26, 2009), filed with the Securities and Exchange Commission on April 14, 2009).

10.21		Loan Modification Agreement, dated as of March 31, 2009, among Compliance Systems Corporation, Call Compliance, Inc. and Nascap Corporation (Incorporated by reference to Exhibit 10.12 of the registrant’s Current Report on Form 8-K (Date of Report: January 26, 2009), filed with the Securities and Exchange Commission on April 14, 2009).

10.22		Amended and Restated Promissory Note of Call Compliance, Inc., dated March 31, 2009, in the principal amount of up to $750,000 and payable to Nascap Corporation (Incorporated by reference to Exhibit 10.13 of the registrant’s Current Report on Form 8-K (Date of Report: January 26, 2009), filed with the Securities and Exchange Commission on April 14, 2009).

10.23		Form of Class A Warrant Certificate of Compliance Systems Corporation registered in the name of Nascap Corp. (Incorporated by reference to Exhibit B to the Loan Modification Agreement made Exhibit 10.12 of the registrant’s Current Report on Form 8-K (Date of Report: January 26, 2009), filed with the Securities and Exchange Commission on April 14, 2009).

10.24		Form of Class B Warrant Certificate of Compliance Systems Corporation registered in the name of Nascap Corp. (Incorporated by reference to Exhibit C to the Loan Modification Agreement made Exhibit 10.12 of the registrant’s Current Report on Form 8-K (Date of Report: January 26, 2009), filed with the Securities and Exchange Commission on April 14, 2009).

10.25		Promissory Note of Call Compliance, Inc., dated as of March 3, 2009, in the principal amount of $50,000 and payable to Barry Brookstein (Incorporated by reference to Exhibit 10.16 of the registrant’s Current Report on Form 8-K (Date of Report: January 26, 2009), filed with the Securities and Exchange Commission on April 14, 2009).

10.26		Corporate Guaranty, dated March 3, 2009, of Compliance Systems Corporation in favor of Barry Brookstein (Incorporated by reference to Exhibit 10.17 of the registrant’s Current Report on Form 8-K (Date of Report: January 26, 2009), filed with the Securities and Exchange Commission on April 14, 2009).

10.27		Purchase of Software and Intellectual Property, dated April 7, 2010, from Thomas Joseph Koty in exchange for Restricted shares and warrants (Incorporated by reference to Exhibit 10.18 of the registrant’s Current Report on Form 8-K (Date of Report: January 26, 2009), filed with the Securities and Exchange Commission on April 14, 2009).

10.29		Consulting Agreement, dated as of February 9, 2010, between Execuserve Corp. and W. Thomas Eley. (Incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.30		Employment Agreement, dated as of February 9, 2010, between Execuserve and Jim Robinson. (Incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.31		Employment Agreement, dated as of February 9, 2010, between Execuserve and Robin Rennockl. (Incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.32		Promissory Note of Execuserve Corp., dated as of February 9, 2010 and payable to W. Thomas Eley. (Incorporated by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.33		Promissory Note of Execuserve Corp., dated as of February 9, 2010 and payable to Jim Robinson. (Incorporated by reference to Exhibit 10.5 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.34		Form of Lock-Up Agreement to be entered into between Compliance Systems Corporation and each person or entity receiving common stock of Compliance Systems Corporation pursuant to or in accordance with the Agreement and Plan of Merger. (Incorporated by reference to Exhibit 10.6 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.35		Warrant Certificate of Compliance Systems Corp., dated February 11, 2010, evidencing 7.5 million common stock purchase warrants registered in the name of Moritt Hock Hamroff & Horowitz LLP. (Incorporated by reference to Exhibit 10.15 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.36		Warrant Certificate of Compliance Systems Corp., dated December 31, 2009, evidencing 2.2 million common stock purchase warrants registered in the name of Dean R. Garfinkel. (Incorporated by reference to Exhibit 10.16 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.37		Warrant Certificate of Compliance Systems Corp., dated December 31, 2009, evidencing 2.0 million common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.17 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.38		Warrant Certificate of Compliance Systems Corp., dated December 31, 2009, evidencing 600,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.18 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.39		Warrant Certificate of Compliance Systems Corp., dated December 31, 2009, evidencing 900,000 common stock purchase warrants registered in the name of Spirits Management Inc. (Incorporated by reference to Exhibit 10.19 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.40		Warrant Certificate of Compliance Systems Corp., dated January 1, 2010, evidencing 3,000,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.20 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.41		Warrant Certificate of Compliance Systems Corp., dated January 1, 2010, evidencing 4,500,000 common stock purchase warrants registered in the name of Spirits Management Inc. (Incorporated by reference to Exhibit 10.21 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.42		Warrant Certificate of Compliance Systems Corp., dated December 31, 2009, evidencing 90,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.23 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.43		Warrant Certificate of Compliance Systems Corp., dated December 31, 2009, evidencing 270,000 common stock purchase warrants registered in the name of Henry A. Ponzio. (Incorporated by reference to Exhibit 10.24 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.44		Warrant Certificate of Compliance Systems Corp., dated December 31, 2009, evidencing 420,000 common stock purchase warrants registered in the name of Nascap Corp. (Incorporated by reference to Exhibit 10.25 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.45		Warrant Certificate of Compliance Systems Corp., dated January 1, 2010, evidencing 12 million common stock purchase warrants registered in the name of Dean R. Garfinkel. (Incorporated by reference to Exhibit 10.26 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.46		Warrant Certificate of Compliance Systems Corp., dated January 1, 2010, evidencing 12 million common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.27 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.47		Warrant Certificate of Compliance Systems Corp., dated January 1, 2010, evidencing 450,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.28 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.48		Warrant Certificate of Compliance Systems Corp., dated January 1, 2010, evidencing 1,350,000 common stock purchase warrants registered in the name of Henry A. Ponzio. (Incorporated by reference to Exhibit 10.29 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.49		Warrant Certificate of Compliance Systems Corp., dated January 1, 2010, evidencing 2,100,000 common stock purchase warrants registered in the name of Nascap Corp. (Incorporated by reference to Exhibit 10.30 of the registrant’s Current Report on Form 8-K (Date of Report: February 5, 2010), filed with the Securities and Exchange Commission on February 17, 2010).

10.50		Independent Sales Representative Agreement, dated June 15, 2010, between Execuserve Corp. and EPC, LLC. (Incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K (Date of Report: June 14, 2010), filed with the Securities and Exchange Commission on June 18, 2010).

10.51		Asset Purchase Agreement, dated April 7, 2010, between Thomas Joseph Koty and Call Compliance.com, Inc. (Incorporated by reference to Exhibit 10.22 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2010), filed with the Securities and Exchange Commission on June 24, 2010).

10.52		Letter Agreement, dated April 13, 2010, between Chestnut Cove Development LLC and Compliance Systems Corporation. (Incorporated by reference to Exhibit 10.23 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2010), filed with the Securities and Exchange Commission on June 24, 2010).

10.53		Warrant Certificate of Compliance Systems Corporation, dated June 30, 2010, evidencing 1,500,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K (Date of Report: June 30, 2010), filed with the Securities and Exchange Commission on July 12, 2010).

10.54		Warrant Certificate of Compliance Systems Corporation, dated June 30, 2010, evidencing 2,250,000 common stock purchase warrants registered in the name of Spirits Management, Inc. (Incorporated by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K (Date of Report: June 30, 2010), filed with the Securities and Exchange Commission on July 12, 2010).

10.55		Warrant Certificate of Compliance Systems Corporation, dated July 7, 2010, evidencing 6 million common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.5 of the registrant’s Current Report on Form 8-K (Date of Report: June 30, 2010), filed with the Securities and Exchange Commission on July 12, 2010).

10.56		Warrant Certificate of Compliance Systems Corporation, dated July 7, 2010, evidencing 4.5 million common stock purchase warrants registered in the name of Dean R. Garfinkel. (Incorporated by reference to Exhibit 10.6 of the registrant’s Current Report on Form 8-K (Date of Report: June 30, 2010), filed with the Securities and Exchange Commission on July 12, 2010).

10.57		Warrant Certificate of Compliance Systems Corporation, dated July 7, 2010, evidencing 225,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.7 of the registrant’s Current Report on Form 8-K (Date of Report: June 30, 2010), filed with the Securities and Exchange Commission on July 12, 2010).

10.58		Warrant Certificate of Compliance Systems Corporation, dated July 7, 2010, evidencing 675,000 common stock purchase warrants registered in the name of Henry A. Ponzio. (Incorporated by reference to Exhibit 10.8 of the registrant’s Current Report on Form 8-K (Date of Report: June 30, 2010), filed with the Securities and Exchange Commission on July 12, 2010).

10.59		Warrant Certificate of Compliance Systems Corporation, dated July 7, 2010, evidencing 1.05 million common stock purchase warrants registered in the name of Nascap Corp. (Incorporated by reference to Exhibit 10.9 of the registrant’s Current Report on Form 8-K (Date of Report: June 30, 2010), filed with the Securities and Exchange Commission on July 12, 2010).

10.60		Warrant Certificate of Compliance Systems Corporation, dated as of September 30, 2010, evidencing 1,500,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K (Date of Report: September 30, 2010), filed with the Securities and Exchange Commission on October 4, 2010).

10.61		Warrant Certificate of Compliance Systems Corporation, dated as of September 30, 2010, evidencing 2,250,000 common stock purchase warrants registered in the name of Spirits Management, Inc. (Incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K (Date of Report: September 30, 2010), filed with the Securities and Exchange Commission on October 4, 2010).

10.62		Warrant Certificate of Compliance Systems Corporation, dated as of October 1, 2010, evidencing 6 million common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K (Date of Report: September 30, 2010), filed with the Securities and Exchange Commission on October 4, 2010).

10.63		Warrant Certificate of Compliance Systems Corporation, dated as of October 1, 2010, evidencing 4.5 million common stock purchase warrants registered in the name of Dean R. Garfinkel. (Incorporated by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K (Date of Report: September 30, 2010), filed with the Securities and Exchange Commission on October 4, 2010).

10.64		Warrant Certificate of Compliance Systems Corporation, dated as of October 1, 2010, evidencing 225,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.5 of the registrant’s Current Report on Form 8-K (Date of Report: September 30, 2010), filed with the Securities and Exchange Commission on October 4, 2010).

10.65		Warrant Certificate of Compliance Systems Corporation, dated as of October 1, 2010, evidencing 675,000 common stock purchase warrants registered in the name of Henry A. Ponzio. (Incorporated by reference to Exhibit 10.6 of the registrant’s Current Report on Form 8-K (Date of Report: September 30, 2010), filed with the Securities and Exchange Commission on October 4, 2010).

10.66		Warrant Certificate of Compliance Systems Corporation, dated as of October 1, 2010, evidencing 1.05 million common stock purchase warrants registered in the name of Nascap Corp. (Incorporated by reference to Exhibit 10.7 of the registrant’s Current Report on Form 8-K (Date of Report: September 30, 2010), filed with the Securities and Exchange Commission on October 4, 2010).

10.67		Warrant Certificate of Compliance Systems Corp., dated December 31, 2011, evidencing 1,500,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to the registrant’s Annual Report on Form 10-K (Date of Report: December 31, 2010), filed with the Securities and Exchange Commission on April 15, 2011).

10.68		Warrant Certificate of Compliance Systems Corp., dated December 31, 2011, evidencing 2,250,000 common stock purchase warrants registered in the name of Spirits Management, Inc. (Incorporated by reference to the registrant’s Annual Report on Form 10-K (Date of Report: December 31, 2010), filed with the Securities and Exchange Commission on April 15, 2011).

10.69		Warrant Certificate of Compliance Systems Corp., dated January 1, 2011, evidencing 6,000,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.70		Warrant Certificate of Compliance Systems Corp., dated January 1, 2011, evidencing 6,000,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.2 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.71		Warrant Certificate of Compliance Systems Corp., dated January 1, 2011, evidencing 225,000 common stock purchase warrants registered in the name of Barry M. Brookstein. Incorporated by reference to Exhibit 10.3 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.72		Warrant Certificate of Compliance Systems Corp., dated January 1, 2011, evidencing 675,000 common stock purchase warrants registered in the name of Henry A. Ponzio. (Incorporated by reference to Exhibit 10.4 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.73		Warrant Certificate of Compliance Systems Corp., dated January 1, 2011, evidencing 1,050,000 common stock purchase warrants registered in the name of Nascap Corp. (Incorporated by reference to Exhibit 10.5 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.74		Warrant Certificate of Compliance Systems Corp., dated March 31, 2011, evidencing 1,500,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.6 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.75		Warrant Certificate of Compliance Systems Corp., dated March 31, 2011, evidencing 2,250,000 common stock purchase warrants registered in the name of Spirits Management Inc. (Incorporated by reference to Exhibit 10.7 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.76		Warrant Certificate of Compliance Systems Corp., dated April 1, 2011, evidencing 6,000,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.8 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.77		Warrant Certificate of Compliance Systems Corp., dated April 1, 2011, evidencing 225,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.9 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.78		Warrant Certificate of Compliance Systems Corp., dated April 1, 2011, evidencing 675,000 common stock purchase warrants registered in the name of Henry A. Ponzio. (Incorporated by reference to Exhibit 10.10 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.79		Warrant Certificate of Compliance Systems Corp., dated April 1, 2011, evidencing 1,050,000 common stock purchase warrants registered in the name of Nascap Corp. (Incorporated by reference to Exhibit 10.11 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.80		Warrant Certificate of Compliance Systems Corp., dated April 26, 2011, evidencing 50,000,000 common stock purchase warrants registered in the name of Cresta Capital Strategies, LLC. (Incorporated by reference to Exhibit 10.12 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: March 31, 2011), filed with the Securities and Exchange Commission on May 16, 2011).

10.81		Warrant Exchange Agreement, dated May 12, 2011, between Compliance Systems Corp. and Dean Garfinkel, evidencing the exchange of 26,900,000 common stock purchase warrants. (Incorporated by reference to Exhibit 10.13 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: June 30, 2011), filed with the Securities and Exchange Commission on August 22, 2011).

10.82		Warrant Exchange Agreement, dated May 12, 2011, between Compliance Systems Corp. and Barry M. Brookstein, evidencing the exchange of 55,340,000 common stock purchase warrants. (Incorporated by reference to Exhibit 10.14 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: June 30, 2011), filed with the Securities and Exchange Commission on August 22, 2011).

10.83		Warrant Exchange Agreement, dated May 12, 2011, between Compliance Systems Corp. and Spirits Management, Inc., evidencing the exchange of 14,850,000 common stock purchase warrants. (Incorporated by reference to Exhibit 10.15 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: June 30, 2011), filed with the Securities and Exchange Commission on August 22, 2011).

10.84		Warrant Exchange Agreement, dated May 12, 2011, between Compliance Systems Corp. and Henry A. Ponzio, evidencing the exchange of 10,320,000 common stock purchase warrants. (Incorporated by reference to Exhibit 10.16 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: June 30, 2011), filed with the Securities and Exchange Commission on August 22, 2011).

10.85		Warrant Exchange Agreement, dated May 12, 2011, between Compliance Systems Corp. and Nascap Corp., evidencing the exchange of 20,720,000 common stock purchase warrants. (Incorporated by reference to Exhibit 10.17 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: June 30, 2011), filed with the Securities and Exchange Commission on August 22, 2011).

10.86		Warrant Certificate of Compliance Systems Corp., dated June 30, 2011, evidencing 1,500,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.18 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: June 30, 2011), filed with the Securities and Exchange Commission on August 22, 2011).

10.87		Warrant Certificate of Compliance Systems Corp., dated June 30, 2011, evidencing 128,600 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.19 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: June 30, 2011), filed with the Securities and Exchange Commission on August 22, 2011).

10.88		Warrant Certificate of Compliance Systems Corp., dated July 1, 2011, evidencing 6,000,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.20 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: June 30, 2011), filed with the Securities and Exchange Commission on August 22, 2011).

10.89		Warrant Certificate of Compliance Systems Corp., dated July 1, 2011, evidencing 225,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to Exhibit 10.21 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: June 30, 2011), filed with the Securities and Exchange Commission on August 22, 2011).

10.90		Warrant Certificate of Compliance Systems Corp., dated July 1, 2011, evidencing 675,000 common stock purchase warrants registered in the name of Henry A. Ponzio. (Incorporated by reference to Exhibit 10.22 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: June 30, 2011), filed with the Securities and Exchange Commission on August 22, 2011).

10.91		Warrant Certificate of Compliance Systems Corp., dated July 1, 2011, evidencing 1,050,000 common stock purchase warrants registered in the name of Nascap Corp. (Incorporated by reference to Exhibit 10.23 of the registrant’s Quarterly Report on Form 10-Q (Date of Report: June 30, 2011), filed with the Securities and Exchange Commission on August 22, 2011).

10.92		Warrant Certificate of Compliance Systems Corp., dated September 30, 2011, evidencing 1,500,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q (Date of Report: September 30, 2011), filed with the Securities and Exchange Commission on November 21, 2011).

10.93		Warrant Certificate of Compliance Systems Corp., dated September 30, 2011, evidencing 150,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q (Date of Report: September 30, 2011), filed with the Securities and Exchange Commission on November 21, 2011).

10.94		Warrant Certificate of Compliance Systems Corp., dated September 30, 2011, evidencing 2,250,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q (Date of Report: September 30, 2011), filed with the Securities and Exchange Commission on November 21, 2011).

10.95		Warrant Certificate of Compliance Systems Corp., dated October 1, 2011, evidencing 6,000,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q (Date of Report: September 30, 2011), filed with the Securities and Exchange Commission on November 21, 2011).

10.96		Warrant Certificate of Compliance Systems Corp., dated October 1, 2011, evidencing 225,000 common stock purchase warrants registered in the name of Barry M. Brookstein. (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q (Date of Report: September 30, 2011), filed with the Securities and Exchange Commission on November 21, 2011).

10.97		Warrant Certificate of Compliance Systems Corp., dated October 1, 2011, evidencing 675,000 common stock purchase warrants registered in the name of Henry A. Ponzio. (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q (Date of Report: September 30, 2011), filed with the Securities and Exchange Commission on November 21, 2011).

10.98		Warrant Certificate of Compliance Systems Corp., dated October 1, 2011, evidencing 1,050,000 common stock purchase warrants registered in the name of Nascap Corp. (Incorporated by reference to the registrant’s Quarterly Report on Form 10-Q (Date of Report: September 30, 2011), filed with the Securities and Exchange Commission on November 21, 2011).

10.99		Warrant Certificate of Compliance Systems Corp., dated December 31, 2011, evidencing 1,500,000 common stock purchase warrants registered in the name of Barry M. Brookstein (Incorporated by reference to Exhibit 10.132 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on April 16, 2012).

10.100		Warrant Certificate of Compliance Systems Corp., dated December 31, 2011, evidencing 150,000 common stock purchase warrants registered in the name of Barry M. Brookstein (Incorporated by reference to Exhibit 10.133 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on April 16, 2012).

10.101		Warrant Certificate of Compliance Systems Corp., dated December 31, 2011, evidencing 2,250,000 common stock purchase warrants registered in the name of Spirits Management, Inc. (Incorporated by reference to Exhibit 10.134 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on April 16, 2012).

10.102		Warrant Certificate of Compliance Systems Corp., dated January 1, 2012, evidencing 6,000,000 common stock purchase warrants registered in the name of Barry M. Brookstein (Incorporated by reference to Exhibit 10.135 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on April 16, 2012).

10.103		Warrant Certificate of Compliance Systems Corp., dated January 1, 2012, evidencing 225,000 common stock purchase warrants registered in the name of Barry M. Brookstein (Incorporated by reference to Exhibit 10.136 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on April 16, 2012).

10.104		Warrant Certificate of Compliance Systems Corp., dated January 1, 2012, evidencing 675,000 common stock purchase warrants registered in the name of Henry A. Ponzio (Incorporated by reference to Exhibit 10.137 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on April 16, 2012).

10.105		Warrant Certificate of Compliance Systems Corp., dated January 1, 2012, evidencing 1,050,000 common stock purchase warrants registered in the name of Nascap Corp. (Incorporated by reference to Exhibit 10.138 to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on April 16, 2012).

10.106		Securities Exchange Agreement, dated as of June 7, 2012, between Compliance Systems Corporation and RDRD II Holding LLC (Incorporated herein by reference to Exhibit 10.1 as part of the Company’s Form 8-K as filed with the Commission on November 1, 2012).

10.107		Amendment to Securities Exchange Agreement between Compliance Systems Corporation and RDRD II Holding, LLC, dated October 29, 2012 (Incorporated herein by reference to Exhibit 10.2 as part of the Company’s Form 8-K as filed with the Commission on November 1, 2012).

10.108		Marketing Agreement between Jenningsbet, Limited and Seaniemac Ltd., dated March 13, 2012 (Incorporated herein by reference to Exhibit 10.3 as part of the Company’s Form 8-K as filed with the Commission on November 1, 2012).

10.109		Heads of Agreement/Memorandum of Understanding Seaniemac Ltd. and Boyle Media Limited dated July 13, 2012 (Incorporated herein by reference to Exhibit 10.4 as part of the Company’s Form 8-K/A (Amend. No. 1) as filed with the Commission on January 22, 2013) (Incorporated herein by reference to Exhibit 10.4 as part of the Company’s Form 8-K as filed with the Commission on February 26, 2013).

10.110		White Label Services Agreement between Boylesports and Seaniemac, Ltd. dated January 30, 2013 (Incorporated herein by reference to Exhibit 10.5 as part of the Company’s Form 8-K as filed with the Commission on February 26, 2013).

10.111		Amendment to Securities Exchange Agreement between Compliance Systems Corporation and RDRD II Holding, LLC, dated February 18, 2012 (Incorporated herein by reference to Exhibit 10.7 as part of the Company’s Form 8-K as filed with the Commission on February 26, 2013).

10.112		Securities Purchase Agreement between Registrant and Iliad Research and Trading, L.P. dated December 2, 2013 (Incorporated herein by reference to Exhibit 10.1 as part of the Company’s Form 8-K as filed with the Commission on December 10, 2013).

10.113		Secured Convertible Promissory Note (Incorporated herein by reference to Exhibit 10.2 as part of the Company’s Form 8-K as filed with the Commission on December 10, 2013).

10.114		Form of Common Stock Purchase Warrants (Incorporated herein by reference to Exhibit 10.3 as part of the Company’s Form 8-K as filed with the Commission on December 10, 2013).

10.115		Form of Buyer Notes (Incorporated herein by reference to Exhibit 10.4 to the Company’s current report on Form 8-K as filed with the Commission on December 10, 2013).

10.116		Settlement Agreement and Stipulation dated July 17, 2014 between Seaniemac International, Ltd. and IBC Funds LLC (Incorporated herein by reference to Exhibit 10.1 to the Company’s current report on Form 8-K as filed with the Commission on July 28, 2014).

10.117		Order Granting Approval of Settlement Agreement and Stipulation dated July 18, 2014 (Incorporated herein by reference to Exhibit 10.2 to the Company’s current report on Form 8-K as filed with the Commission on July 28, 2014).

10.118		Exclusive Marketing Agreement dated as of August 20, 2014 by and between the Company and Overseas BC Marketing, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on January 30, 2015).

10.119		Forbearance Agreement dated as of October 29, 2014 by and between the Company and Iliad Research and Trading, L.P. (Incorporated by reference to Exhibit 10.1 to the Company’s quarterly report for the quarter ended March 31, 2014, filed with the Commission on November 26, 2014).

10.120		Investment Agreement dated as of January 28, 2015 by and between the Company and Summit Trading, Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on January 29, 2015).

10.121		Registration Rights Agreement dated as of January 28, 2015 by and between the Company and Summit Trading, Ltd. (Incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Commission on January 29, 2015).

10.122		Agreement for the sale and purchase of the business carried on by Apollo Betting and Gaming Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on February 17, 2016).

10.123		Convertible Promissory Note issued by Seaniemac, Ltd. to Apollo Capital Corp. dated February 25, 2016 (Incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on February 29, 2016).

14.1		Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to our Registration Statement on Form SB-2, filed with the SEC on May 12, 2006).

21.1*		Subsidiaries of the Registrant.

24.1*		Power of Attorney (included on signature page).

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer.

32.1*		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

+ Management contract or compensatory plan or arrangement.

* Filed herewith.

(b) The exhibits filed with this annual report on Form 10-K are listed above in response to Item 15(a)(3).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Seaniemac International, Ltd.

(Registrant)

By:	/s/ Barry Brookstein
	Barry Brookstein
	Chief Executive Officer and Chief Financial Officer

Date: April 14, 2016

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Barry Brookstein as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the annual report, which amendments may make such changes in the annual report as the attorney-in-fact deems appropriate and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Barry Brookstein	Chief Executive Officer, Chief Financial Officer and Director	April 14, 2016
Barry Brookstein	(principal executive officer and principal financial and accounting officer)

/s/ Shane O’Driscoll	Director	April 14, 2016
Shane O’Driscoll

/s/ Jon M. Garfield	Director	April 14, 2016
Jon M. Garfield

INDEX TO FINANCIAL STATEMENTS

		Page

Report of Independent Registered Public Accounting Firm		F-1

Consolidated Balance Sheets as of December 31, 2015 and 2014		F-2

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2015 and 2014		F-3

Consolidated Statements of Changes in Stockholders’ Deficiency for the Years Ended December 31, 2015 and 2014		F-5

Consolidated Statements of Cash Flows For the Years Ended December 31, 2015 and 2014		F-6

Notes to the Consolidated Financial Statements		F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders of

Seaniemac International, Ltd.

Huntington, New York

We have audited the accompanying consolidated balance sheets of Seaniemac International, Ltd and Subsidiaries (the “Company”), as of December 31, 2015 and 2014, and the related consolidated statements of operations, stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We have conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Seaniemac International, Ltd as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and has an accumulated deficit and working capital deficit as of December 31, 2015, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ RBSM LLP

New York, New York

April 14, 2016

F-1

Seaniemac International, Ltd. and Subsidiaries

Consolidated Balance Sheets

	December 31, 2015			December 31, 2014

ASSETS

Current Assets
Cash	$	959		$	446
Receivable - related parties		-			1,825
Prepaid expenses and other current assets		1,000			76,473
Total Current Assets		1,959			78,744

Equipment, net		696			1,446

Deferred loan costs, net		-			14,282

Total Assets	$	2,655		$	94,472

LIABILITIES AND DEFICIT

Current Liabilities
Convertible promissory notes, net	$	566,624		$	421,865
Notes payable		30,000			66,530
Accounts payable and accrued expenses		1,701,474			1,706,093
Due to related parties		474,798			186,480
Due to non related parties		199,025			163,296
Loans payable -related parties		995,494			1,062,380
Convertible loans payable -related parties, net		-			110,862
Accrued officer’s compensation		120,000			90,000
Debt derivative liabilities		2,310,067			1,282,532
Warrant derivative liabilities		1,616,758			545,837

Total Current Liabilities		8,014,240			5,635,875

Commitments and Contingencies

Deficit
Convertible Preferred stock, $0.001 par value: 10,000,000 shares authorized, Series A:2,500,000 shares authorized, 2,293,750 shares issued and outstanding		2,294			2,294
Series B:1,500,000 shares authorized, 1,250,000 shares issued and outstanding		1,250			1,250
Series C:2,000,000 shares authorized, 1,828,569 shares issued and outstanding		1,829			1,829
Series D:100,000 shares authorized, 100,000 shares issued and outstanding		100			100
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 673,842,729 and 74,721,445 shares issued and outstanding, as of December 31, 2015 and 2014, respectively		673,842			74,721
Common stock issuable, $0.001 par value; 15,000,000 and 0 shares as of December 31, 2015 and 2014, respectively		15,000			-
Additional paid-in capital		476,198			1,890
Subscription receivable		(131	)		(131	)
Accumulated other comprehensive income		225,629			49,642
Accumulated deficit		(8,738,551	)		(5,124,752	)
Total Seaniemac International, Ltd. Stockholders’ Deficit		(7,342,540	)		(4,993,157	)
Non-controlling interest		(669,045	)		(548,246	)
Total Deficit	$	(8,011,585	)	$	(5,541,403	)

Total Liabilities and Deficit	$	2,655		$	94,472

See the accompanying notes to consolidated financial statements.

F-2

Seaniemac International, Ltd. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

	Years Ended December 31,
	2015			2014

Gross gaming revenue	$	158,330		$	589,073

Promotional allowances		126,148			457,224

Net gaming revenue		32,182			131,849

Operating Expenses
Selling, general and administrative expenses		675,412			1,671,835
Total Operating Expenses		675,412			1,671,835

Operating Loss		(643,230	)		(1,539,986	)

Other Income / (Expense)
Change in fair value of embedded derivative liability		(1,644,587	)		(93,321	)
Loss on debt modification		(948,255	)		(187,188	)
Interest expense (including amortization of loan costs)		(453,591	)		(1,028,627	)
Realized foreign exchange loss		(44,935	)		(1,904	)
Total Other Income / (Expense)		(3,091,368	)		(1,311,040	)

Net Loss	$	(3,734,598	)	$	(2,851,026	)

Loss Attributable to Non-controlling Interest	$	120,799		$	258,369

Net Loss Attributable to Common Shareholders	$	(3,613,799	)	$	(2,592,657	)

Net Loss Per Share - Basic and Diluted	$	(0.01	)	$	(0.05	)

Weighted average number of shares outstanding during the period ended Basic and Diluted		578,995,327			54,600,467

See the accompanying notes to consolidated financial statements.

F-3

Seaniemac International, Ltd. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

	Years Ended December 31,
	2015			2014
Consolidated net loss	$	(3,734,598	)	$	(2,851,026	)
Other comprehensive loss, net of tax:
Foreign currency translation income		175,987			102,432
Comprehensive loss		(3,558,611	)		(2,748,594	)
Comprehensive loss attributable to non-controlling interest		120,799			(227,639	)
Comprehensive loss attributable to common shareholders	$	(3,679,410	)	$	(2,520,955	)

See the accompanying notes to consolidated financial statements.

F-4

Seaniemac International, Ltd. and Subsidiaries

Consolidated Statement Of Changes In Stockholders’ Deficiency

For The Years Ended December 31, 2015 and 2014

	Preferred Stock								Common Stock
																	Additional			Other			Non-
	Series		Series		Series		Series						Shares to				Paid-in			Comprehensive			controlling			Subscriptions			Accumulated
	A		B		C		D		Shares		Amount		be Issued		Amount		Capital			Loss			Interest			Receivable			Deficit			Total
Balances at December 31, 2013	$	2,294	$	1,250	$	1,829	$	100		42,170,345	$	42,170		-			$	204,077		$	(52,790	)	$	(289,877	)	$	(131	)	$	(2,532,095	)	$	(2,623,173	)

Imputed interest on related party loan		-		-		-		-		-		-		-				24,869			-			-			-			-			24,869
IBC A/P conversion		-		-		-		-		30,651,100		30,651		-				237,632			-			-			-			-			268,283
Stock based compensation		-		-		-		-		1,900,000		1,900		-				125,350			-			-			-			-			127,250
Net loss		-		-		-		-		-		-		-				-			-			(258,369	)		-			(2,592,657	)		(2,851,026	)
Value of warrants issued																		(590,038	)											-			(590,038	)
Foreign currency translation adjustment		-		-		-		-		-		-		-				-			102,432			-			-			-			102,432
Balances at December 31, 2014		2,294		1,250		1,829		100		74,721,445		74,721		-		-		1,890			49,642			(548,246	)		(131	)		(5,124,752	)		(5,541,403	)
																-
Imputed interest on related party loan		-		-		-		-		-		-		-		-		86,289			-			-			-			-			86,289
Convertible debt, accrued interest conversion into common stock		-		-		-		-		599,121,284		599,121		-		-		(153,624	)		-			-			-			-			445,497
Reclassification of derivative liability associated with convertible debt		-		-		-		-		-		-		-		-		513,143			-			-			-			-			513,143
Stock based compensation		-		-		-		-		-		-		15,000,000		15,000		28,500			-			-			-			-			43,500
Net loss		-		-		-		-		-		-		-				-			-			(120,799	)		-			(3,613,799	)		(3,734,598	)
Foreign currency translation adjustment		-		-		-		-		-		-		-				-			175,987			-			-			-			175,987
Balances at December 31, 2015	$	2,294	$	1,250	$	1,829	$	100		673,842,729	$	673,842		15,000,000	$	15,000	$	476,198		$	225,629		$	(669,045	)	$	(131	)	$	(8,738,551	)	$	(8,011,585	)

See the accompanying notes to consolidated financial statements.

F-5

Seaniemac International, Ltd. and Subsidiaries

Consolidated Statements of Cash Flows

	For the Years Ended December 31,
	2015			2014
Cash Flows From Operating Activities:
Net Loss, including of non-controlling interest	$	(3,734,598	)	$	(2,851,026	)
Adjustments to reconcile net loss to net cash used in operations
Depreciation		750			952
Amortization of website development and hosting		-			51,197
Share based payment		43,500			127,250
Non-cash interest		32,506			442,267
Change in fair value of debt derivative liability		573,667			137,523
Change in fair value of warrant derivative liability		1,070,921			(44,201	)
Forbearance penalty		-			152,500
Security deposit		-			-
Amortization of debt discount and OID attributable to convertible debt		267,523			298,924
Amortization of deferred loan costs		14,282			22,030
Imputed interest		86,289			24,869
Loss on debt modification		948,255			187,188
Changes in operating assets and liabilities:
Receivable - Related parties		-			684
Prepaid expenses and other current assets		77,298			7,744
Due to related parties		288,318			-
Due to non-related parties		35,729			-
Accounts payable and accrued expenses		67,272			773,155
Accrued officer’s compensation		30,000			30,000
Total adjustments		3,536,310			2,212,082
Net Cash Used In Operating Activities		(198,288	)		(638,944	)

Cash Flows From Investing Activities:		-			-

Cash Flows From Financing Activities:
Proceeds from short term note payable		-			36,530
Proceeds from issuance of convertible notes		8,500			243,585
Payment of loan costs		-			(26,506	)
Proceeds from issuance of common stock		-			-
Proceeds from loans - related parties		14,314			279,116
Net Cash Provided by Financing Activities		22,814			532,725

Effect of foreign exchange fluctuations on cash		175,987			102,432

Net Decrease in Cash		513			(3,787	)

Cash at Beginning of Period		446			4,233

Cash at End of Period	$	959		$	446

Supplemental disclosure of cash flow information:

Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities:
Shares issued in conversion of convertible debt, including related party and accrued interest	$	445,497		$	-
Derivative liability reclass to equity - on conversion of note	$	513,143		$	-
Accounts payable reclassed into convertible loan	$	35,814		$	-
Short term demand notes payable reclassed into convertible loan	$	36,530		$	-
Loans payable, reclassed into convertible loan - related party	$	81,200		$	-
Accounts payable due to related parties and non related parties	$	673,823		$	-
Accrued interest reclassed into convertible loan	$	17,872		$	-
Debt discount and initial derivative liability at the issuance date of the notes	$	18,758		$	-
Common stock issued in settlement of payables	$	-		$	268,283
Reclass from loan payable -r elated parties to convertible loan payable - related parties	$	-		$	95,000
Debt derivative liability at inception	$	-		$	1,145,010
Warrant derivative liability at inception	$	-		$	590,038
Convertible loan related party reclassified into convertibles notes	$	255,950		$	-

See the accompanying notes to consolidated financial statements.

F-6

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

1. Organization

The Company’s Board of Directors approved a change of its name to Seaniemac International, Ltd. effective August 16, 2013 in connection with its current business focus in the operation and expansion of its on-line gaming website Seaniemac.com. The name change was effected through the Company’s acquisition of a 70% interest in Seaniemac Limited in which the Company was the surviving entity as discussed below. In accordance with the Nevada Revised Statutes, the Company changed its name effective August 16, 2013. This action was approved by the company’s Board of Directors on June 16, 2013 and no consent of Company’s stockholders was required under Nevada law.

2. Acquisition

On June 7, 2012, the Company entered into a Securities Exchange Agreement (the “Exchange Agreement”) with RDRD II Holding LLC, a Delaware limited liability company (“RDRD”). The Exchange Agreement was amended on October 29, 2012. The Exchange Agreement contemplated the acquisition of RDRD’s 70% equity ownership interest (the “Seaniemac Equity Interest”) in Seaniemac Limited (“Seaniemac”), an Ireland corporation. Seaniemac is in the business of operating a sports gaming website. The Exchange Agreement further contemplated that, in exchange for the Seaniemac Equity Interest, the Company would issue to RDRD an amount of shares of its common stock (the “RDRD Exchange Shares”) which, following such issuance, would equal approximately 71% of the Company’s then outstanding shares of Common Stock (on a fully diluted basis), after taking into account the 10 million post-split shares the Company was ordered by a court in Florida to issue to certain of its creditors in exchange for $500,000 of debt owed to such creditors (the “RDRD Percentage”).

On October 30, 2012, the acquisition was consummated (the “Closing”). In addition, immediately following the Closing, the Company issued 10,000,000 post-split shares of its common stock in accordance with a court order, in exchange for the cancellation of $500,000 of our debt (“Debt Exchange Shares”). As a result of the acquisition and the issuance of our Debt Exchange Shares, RDRD holds approximately 71% of the Company’s common stock.

Prior to the acquisition, the Company was a shell company with no business operations. As a result of the acquisition, the Company is no longer considered a shell company. Its business and operations are now those of Seaniemac. Unless specifically set forth to the contrary, when used in this report the terms “we”, “our”, the “Company” and similar terms refer to Seaniemac International, Ltd., a Nevada corporation and its 70% owned subsidiary Seaniemac Limited, an Ireland corporation.

Seaniemac, is an Irish company that was incorporated on December 11, 2011. Its corporate charter authorizes 100,000 shares of one class of stock. Seaniemac has issued 100 of those shares, 70 of which we acquired from RDRD in the acquisition. Seaniemac began generating revenue from the second quarter of 2013 from its on-line gaming website that operates in the Irish market.

3. Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations since its inception. At December 31, 2015, the Company had working capital deficiencies and accumulated deficit of $8,012,281 and $8,738,551, respectively.

Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. The Company launched its on-line gaming website that targets the Irish market which began to generate revenues during the quarter ended June 30, 2013. The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. The outcome of this uncertainty cannot be assured.

Management intends to finance operating costs over the next 12 months with existing cash on hand, loans from stockholders and directors, and a possible private placement of our securities. No stockholder, director, or possible private placement participant has agreed to loan us any funds nor agreed to purchase any of our securities. The Company is currently in negotiations with a potential investor to purchase shares of our common stock. Although we can give no assurance that the transaction will close, the parties are working toward finalizing an agreement in the fiscal year ending December 31, 2015. If the transaction is consummated, we expect to use the proceeds from the sale of common stock to the investor to partially fund our operating costs. The Company continues to explore various financing alternatives, including debt and equity financings and strategic partnerships, as well as trying to generate additional revenue. However, at this time, the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding and improve its operations, the Company’s financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations.

F-7

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

4. Summary of Significant Accounting Policies

A. Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries including Call Compliance, Inc., Telephone Blocking Services Corporation, Call Compliance.com, Inc., Jasmine Communications, Inc., Call Center Tools, Inc., Execuserve Corp. which are inactive and its 70% owned subsidiary, Seaniemac. All inter-company balances and transactions have been eliminated in consolidation.

The Company formed a subsidiary in Isle of Man called Pledge Limited in October 2012 that was intended to operate as a billing entity to utilize favorable tax treatment in the Isle of Man. The Company abandoned this plan and no transactions were transpired through this entity which remains dormant. There were no assets, liabilities or any transactions for Pledge Limited during its existence.

B. Foreign Currency

The assets and liabilities of Seaniemac, whose functional currency is the Euro, are translated into US dollars at period-end exchange rates prior to consolidation. Income and expense items are translated at the average rates of exchange prevailing during the period. The adjustments resulting from translating the Company’s financial statements are reflected as a component of other comprehensive (loss) income. Foreign currency transaction gains and losses are recognized in net earnings based on differences between foreign exchange rates on the transaction date and settlement date.

C. Equipment Depreciation and Amortization

Equipment is stated at cost less accumulated depreciation. These assets are depreciated on a straight lines basis over their estimated useful lives, generally five years.

D. Revenue Recognition

The Company recognized revenue on arrangements in accordance with FASB Codification Topic 605, “Revenue Recognition” (“ASC Topic 605”). Under ASC Topic 605, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. We had revenues of $158,330 and $589,073 for the year ended December 31, 2015 and 2014, respectively. Promotional allowances of $126,148 and $457,224 for the year ended December 31, 2015 and 2014 respectively.

The Company recognized Gross gaming revenue is the gross gaming yield which is the difference between gaming wins and losses and includes promotional betting (“Free Bets”). Free Bets are included in promotional allowances and are deducted from gross gaming revenue to arrive at the net gaming revenue. All other costs are included in selling, general and administrative expenses.

Significant Customers

During the year ended December 31, 2015, the Company had no customer which accounted for more than 10% of the Company’s revenues.

During the year ended December 31, 2014 the Company had one customer which accounted for more than 10% of the Company’s revenues (17.9%).

E. Advertising

All advertising costs are expensed as incurred. Advertising costs incurred for the production of a commercial are considered prepaid expenses until the commercial airs, at which time such costs are expensed.

F-8

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

F. Stock Based Compensation Arrangements

The Company has accounted for stock-based compensation arrangements in accordance with Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718”). This guidance addresses all forms of share-based payment awards including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights, as well as share grants and other awards issued to employees and non-employees under free-standing arrangements. These awards are recorded at costs that are measured at fair value on the awards’ grant dates, based on the estimated number of awards that are expected to vest and will result in charges to operations.

G. Derivative Financial Instruments

We evaluate our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton pricing model to value the derivative instruments. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

We have determined that certain convertible debt instruments outstanding as of the date of these financial statements include an exercise price “reset” adjustment that qualifies as derivative financial instruments under the provisions of ASC 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock (“ASC 815-40”). Certain of the convertible debentures have a variable exercise price, thus are convertible into an indeterminate number of shares for which we cannot determine if we have sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period. Any change in fair value during the period recorded in earnings as “Other income (expense) - gain (loss) on change in derivative liabilities.”

Debt Derivative Liability:

	Carrying		Fair Value Measurements Using Fair Value Hierarchy
	Value		Level 1		Level 2		Level 3
Derivative liability – December 31, 2015	$	2,310,067	$	—	$	—	$	2,310,067
Derivative liability – December 31, 2014	$	1,282,532	$	—	$	—	$	1,282,532

The following table represents the Company’s derivative liability activity for the year ended:

Balance at December 31, 2013 (Restated)	$	-
Initial measurement at issuance date of the notes		1,145,010
Change in debt derivative liability during the year ended December 31, 2014		137,522
Balance at December 31, 2014	$	1,282,532
Initial measurement at issuance date of the notes		18,758
Loss on debt modification		948,255
Reclassification of derivative liability associated with convertible debt		(513,143	)
Change in derivative liability during the year ended December 31, 2015		573,665
Balance December 31, 2015	$	2,310,067

Warrant derivative liability:

	Carrying		Fair Value Measurements Using Fair Value Hierarchy
	Value		Level 1		Level 2		Level 3
Warrant liability – December 31, 2015	$	1,616,758	$	—	$	—	$	880,771
Warrant liability – December 31, 2014	$	545,837	$	—	$	—	$	545,837

F-9

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

The following table represents the Company’s warrant liability activity for the year ended December 31, 2015 and 2014:

Balance at December 31, 2013 (Restated)	$	-
Initial measurement at issuance date of the notes		590,038
Change in warrant derivative liability during the year ended December 31, 2014		(44,201	)
Balance at December 31, 2014	$	545,837
Change in derivative liability during the year ended December 31, 2015		1,070,921
Balance December 31, 2015	$	1,616,758

H. Cash and Cash Equivalents

Cash primarily consists of cash on hand and bank deposits. The Company currently has no cash equivalents which would consist of money market accounts and other highly liquid investments with an original maturity of three months or less when purchased.

I. Allowance for Doubtful Accounts

The Company reserves for receivables that may not be collected. Methodologies for estimating the allowance for doubtful accounts range from specific reserves to various percentages applied to aged receivables. Historical collection rates are considered, as are customer relationships, in determining specific reserves. During the year ended December 31, 2015 and 2014, the Company did not record any accounts receivable and no associated allowance was recorded.

J. Use of Estimates in Preparation of Financial Statements

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets, and assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

K. Earnings (loss) per common share

The Company utilizes the guidance per FASB Codification “ASC 260” “Earnings per Share”. Basic earnings (loss) per share are calculated by dividing income (loss) available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the conversion of convertible notes and the exercise of stock options and warrants (calculated using the modified-treasury stock method).

The computation of basic and diluted loss per share for the years ended December 31, 2015 and 2014 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

	December 31, 2015		December 31, 2014

Stock Warrants (Exercise price - $0.000175-0.0042/share)		1,384,615,543		57,692,314
Convertible Debt (Exercise price - $0.000175 - $0.011958/share)		2,249,480,682		116,029,642
Preferred Series – A (Exercise price – 1 Preferred s/h is convertible into 100 Common S/h		229,375,000		229,375,000
Preferred Series – B A (Exercise price – 1 Preferred s/h is convertible into 100 Common S/h		125,000,000		125,000,000
Preferred Series – C A (Exercise price – 1 Preferred s/h is convertible into 100 Common S/h		182,856,900		182,856,900
Preferred Series – D A (Exercise price – 1 Preferred s/h is convertible into 1000 Common S/h		100,000,000		100,000,000

Total		4,271,328,125		810,953,857

The Company’s obligations to issue shares upon conversion of its outstanding convertible notes, the exercise of stock options and warrants and conversion of its preferred stock (the “Convertible Instruments”) at current market prices for its common stock exceeds the 1,084,963,337 authorized but unissued shares of Common Stock as of the date of this report (the “Potentially Issuable Shares”). While it is uncertain whether the Company would receive requests to issue all of the Potentially Issuable Shares and the number of such shares fluctuates based on the market price of the Company’s common stock, the Company may increase the number of its authorized shares of common stock or effectuate a recapitalization, or a combination of both, in order to make available additional shares of its Common Stock for the Potentially Issuable Shares. Such action would require shareholder approval. Until such time as the Company has a sufficient number of shares of its Common Stock for available for issuance to cover the Potentially Issuable Shares, the Company could be subject to penalties and damages to the holders of the Convertible Instruments in the event it does not deliver the Potentially Issuable Shares upon request by a holder of the Convertible Instruments. Furthermore, the lack of available shares of common stock may be deemed a default under one or more of the Convertible Instruments.

F-10

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

Material Equity Instruments

The Company evaluates stock options, stock warrants and other contracts (convertible promissory note payable) to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for under the relevant sections of ASC 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity (“ASC 815”). The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion or exercise of a derivative financial instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Financial instruments that are initially classified as equity that become subject to reclassification under ASC 815 are reclassified to a liability account at the fair value of the instrument on the reclassification date.

Certain of the Company’s embedded conversion features on debt, convertible preferred stock and outstanding warrants are treated as derivative liabilities for accounting purposes under ASC 815-40 due to insufficient authorized shares to settle these outstanding contracts. Pursuant to SEC staff guidance that permits a sequencing approach based on the use of ASC 840-15-25 which provides guidance for contracts that permit partial net share settlement. The sequencing approach may be applied in one of two ways: contracts may be evaluated based on (1) earliest issuance date or (2) latest maturity date. In the case of insufficient authorized share capital available to fully settle outstanding contracts, the Company utilizes the earliest maturity date sequencing method to reclassify outstanding contracts as derivative instruments. These contracts are recognized currently in earnings until such time as the convertible notes or warrants are exercised, expire, the related rights have been waived and/or the authorized share capital has been amended to accommodate settlement of these contracts. These instruments do not trade in an active securities market.

As of December 31, 2015, the Company has already recorded a charge for the derivative liability resulting from the debt and warrants of $3,926,825. Accordingly the insufficient of authorized capital had no additional impact on the Company’s financial statements.

L. Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015 and 2014. The respective carrying value of certain on-balance-sheet financial instruments, approximate their fair values. These financial instruments include cash, accounts payable, accrued expenses and notes payable. Fair values were assumed to approximate carrying values for these financial instruments because they are short term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.

The Company uses fair value measurements under the three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure for fair value measures. The three levels are defined as follows:

	●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

	●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

	Carrying		Fair Value Measurements Using Fair Value Hierarchy
	Value		Level 1		Level 2		Level 3
Convertible notes (net of discount) – December 31, 2015	$	566,624	$	-	$	-	$	566,624
Convertible notes (net of discount) – December 31, 2014	$	421,865	$	-	$	-	$	421,865

F-11

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

The following table provides a summary of the changes in fair value of the Company’s Promissory Notes, which are both Level 3 liabilities as of December 31, 2015 and 2014:

Balance at December 31, 2013 (Restated)	$	185,772
Issuance of notes – net		243,585
Unamortized debt discount		(159,992	)
Forbearance penalty		152,500
Conversion of notes		-
Balance at December 31, 2014	$	421,865
Issuance of notes		8,500
Unamortized debt discount		(6,585	)
Principal adjustment – per note assignment		42,926
Accounts payable and short term demand notes payable reclassified into convertible notes		72,344
Convertible loan payable- related party reclassified into convertible notes		255,950
Amortized debt discount		203,635
Conversion of notes		(432,011	)
Balance at December 31, 2015	$	566,624

Convertible Loan Payable- Related party

	Carrying		Fair Value Measurements Using Fair Value Hierarchy
	Value		Level 1		Level 2		Level 3
Convertible notes (net of discount) Related party –December 31, 2015	$	-	$	-	$	-	$	-
Convertible notes (net of discount) Related party – December 31, 2014	$	110,862	$	-	$	-	$	110,862

The following table provides a summary of the changes in fair value of the Company’s Convertible loan payable- related party, which are both Level 3 liabilities as of December 31, 2015 and 2014:

Balance at December 31, 2013 (Restated)	$	-
Issuance of notes – net		79,750
Reclassify from loan payable into convertible loan payable		95,000
Unamortized debt discount		(63,888	)
Conversion of notes		-
Balance at December 31, 2014	$	110,862
Issuance of notes – net
Reclassification from loan payable into convertible loan payable – related party		81,200
Amortized debt discount		63,888
Re-assigned into convertible loan payable- other		(255,950	)
Balance at December 31, 2015	$	-

The Company determined the value of its convertible notes using a market interest rate and the value of the warrants and beneficial conversion feature issued at the time of the transaction less the accretion. There is no active market for the debt and the value was based on the delayed payment terms in addition to other facts and circumstances at the end of December 31, 2015 and 2014.

M. Deferred Financing Costs

Costs incurred with obtaining and executing debt arrangements are capitalized and amortized over the term of the related debt.

N. Reclassifications

Certain reclassifications have been made to conform the prior period data to the current presentations. These reclassifications had no effect on the reported results.

F-12

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

O. Income Taxes

The Company accounts for income taxes under the provisions of Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) 740 “Income Taxes”. ASC 740 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company has adopted the provisions of FASB ASC 740. The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. At December 31, 2015 and 2014, the Company had no material uncertain recognized tax positions.

The Company’s policy for recording interest and penalties is to record such items as a component of income before income taxes. Penalties are recorded in other expense and interest paid or received is recorded in interest expense or interest income, respectively, in the statement of operations. There were no amounts accrued for penalties or interest during the year ended December 31, 2015 and 2014. The Company does not expect its unrecognized tax benefit position to change during the next twelve months. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

P. Recently Issued Accounting Pronouncements

ASU 2016-01

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance.

ASU 2015-17

In November 2015, the FASB issued (ASU) 2015-17, Balance Sheet Classification of Deferred Taxes. Currently deferred taxes for each tax jurisdiction are presented as a net current asset or liability and net noncurrent asset or liability on the balance sheet. To simplify the presentation, the new guidance requires that deferred tax liabilities and assets for all jurisdictions along with any related valuation allowances be classified as noncurrent in a classified statement of financial position. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016, and early adoption is permitted. The Company has adopted this guidance in the fourth quarter of the year ended December 31, 2015 on a retrospective basis. The adoption of this guidance did not have a material impact on the Company’s financial position, results of operations or cash flows, and did not have any effect on prior periods due to the full valuation allowance against the Company’s net deferred tax assets.

ASU 2015-16

In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement –Period Adjustments. Changes to the accounting for measurement-period adjustments relate to business combinations. Currently, an acquiring entity is required to retrospectively adjust the balance sheet amounts of the acquiree recognized at the acquisition date with a corresponding adjustment to goodwill as a result of changes made to the balance sheet amounts of the acquiree. The measurement period is the period after the acquisition date during which the acquirer may adjust the balance sheet amounts recognized for a business combination (generally up to one year from the date of acquisition). The changes eliminate the requirement to make such retrospective adjustments, and, instead require the acquiring entity to record these adjustments in the reporting period they are determined. The new standard is effective for both public and private companies for periods beginning after December 15, 2015. Adoption of this new standard is not expected to have a material impact on the Company’s consolidated financial statements.

F-13

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

ASU 2015-15

In August 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-15, “Interest - Imputation of Interest (Subtopic 835-30).” ASU 2015-15 provides guidance as to the presentation and subsequent measurement of debt issuance costs associated with line of credit arrangements. We do not expect the adoption of ASU 2015-15 to have a material effect on our financial position, results of operations or cash flows.

ASU 2015-14

In August 2015, the FASB issued ASU No. 2015-14, Revenue From Contracts With Customers (Topic 606).” The amendments in this ASU defer the effective date of ASU 2014-09. Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. We are still evaluating the effect of the adoption of ASU 2014-09.

ASU 2015-11

In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory (Topic 330).” ASU 2015-11 simplifies the accounting for the valuation of all inventory not accounted for using the last-in, first-out (“LIFO”) method by prescribing that inventory be valued at the lower of cost and net realizable value. ASU 2015-11 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016 on a prospective basis. We do not expect the adoption of ASU 2015-11 to have a material effect on our financial position, results of operations or cash flows.

ASU 2015-05

In April 2015, the FASB issued ASU 2015-05, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40).” ASU 2015-05 provides guidance regarding the accounting for a customer’s fees paid in a cloud computing arrangement; specifically about whether a cloud computing arrangement includes a software license, and if so, how to account for the software license. ASU 2015-05 is effective for public companies’ annual periods, including interim periods within those fiscal years, beginning after December 15, 2015 on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of ASU 2015-05 to have a material effect on our financial position, results of operations or cash flows.

In May 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07, “Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)” (“ASU 2015-07”). This guidance eliminates the requirement to categorize investments within the fair value hierarchy if their fair value is measured using the net asset value (“NAV”) per share practical expedient in the FASB’s fair value measurement guidance. The new standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015 The Company does not expect the adoption of ASU 2015-07 to have a material effect on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, “Imputation of Interest – Simplifying the Presentation of Debt Issuance Costs.” This guidance requires that the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the debt liability, consistent with the presentation of a debt discount. This amendment is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements of adopting this new guidance but at this time does not expect it to have an impact on the Company’s consolidated financial statements.

F-14

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

ASU 2015-01

In January 2015, the FASB issued ASU No. 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” This ASU eliminates from U.S. GAAP the concept of extraordinary items. ASU 2015-01 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. We do not expect the adoption of ASU 2015-01 to have a material effect on our financial position, results of operations or cash flows.

ASU 2014-17

In November 2014, the FASB issued ASU No. 2014-17, “Business Combinations (Topic 805): Pushdown Accounting.” This ASU provides an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. An acquired entity may elect the option to apply pushdown accounting in the reporting period in which the change-in-control event occurs. If pushdown accounting is applied to an individual change-in-control event, that election is irrevocable. ASU 2014-17 was effective on November 18, 2014. The adoption of ASU 2014-17 did not have any effect on our financial position, results of operations or cash flows.

ASU 2014-16

In November 2014, the FASB issued ASU 2014-16, “Derivatives and Hedging (Topic 815).” ASU 2014-16 addresses whether the host contract in a hybrid financial instrument issued in the form of a share should be accounted for as debt or equity. ASU 2014-16 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. We do not currently have issued, nor are we investors in, hybrid financial instruments. Accordingly, we do not expect the adoption of ASU 2014-16 to have any effect on our financial position, results of operations or cash flows.

ASU 2014-15

In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company is evaluating the impact of adopting this accounting standard update on its consolidated financial statements and disclosures.

ASU 2014-12

ASU 2014-09

F-15

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

ASU 2014-08

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360) and Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 amends the definition for what types of asset disposals are to be considered discontinued operations, as well as amending the required disclosures for discontinued operations and assets held for sale. ASU 2014-08 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2014. The adoption of ASU 2014-08 did not have any effect on our financial position, results of operations or cash flows.

The Company has evaluated recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA and the SEC and we have not identified any that would have a material impact on the Company’s financial position, or statements.

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

	December 31, 2015		December 31, 2014

Cost of website development and hosting	$	-	$	47,760
Prepaid consulting services		-		27,713
Deposits		1,000		1,000
Total	$	1,000	$	76,473

Amortization of website development and hosting totaled $65,208 and $51,197 for the years ended December 31, 2015 and 2014, respectively.

The prepaid costs related to website development and hosting are the upfront charges for set up, delivery and hosting of Seaniemac branded gaming website; amortization of these costs began in May 2013 and will be amortized over three years.

On March 17, 2014, the Company entered into a one year Consulting and Representation Agreement with Corporate Ads, LLC in exchange for 650,000 shares of the Company plus $10,000. The shares were valued at $35,750 based upon the closing price of the Company’s stock on March 17, 2014 of $0.055 per share. The total amount of $45,750 was included in prepaid consulting services and is being amortized over the one-year term. Amortization of $9,531 and $36,219 was recorded for the years ended December 31, 2015 and 2014, respectively.

6. Equipment, Net

Equipment consists of the following:

	Estimated Useful Life	December 31, 2015			December 31, 2014


Computer equipment	5 years	$	2,588		$	2,588
Accumulated depreciation			(1,893	)		(1,142	)
Equipment, net		$	696		$	1,446

Depreciation expense for equipment was $750 and $714 for years ended December 31, 2015 and 2014, respectively.

F-16

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

7. Deferred Loan Costs, Net

Deferred loan costs, net consists of the following:

	December 31, 2015			December 31, 2014

Deferred loan costs	$	14,282		$	37,225
Accumulated amortization		(14,282	)		(22,943	)
Deferred loan costs, net	$	-		$	14,282

The Company incurred deferred loan costs of $21,000 in connection with a Secured Convertible Promissory Note issued to Iliad Research and Trading, L.P. (“Iliad”) on December 2, 2013. These deferred loan costs are being amortized over the twenty-three month term of the note. Amortization of deferred loan costs totaled $9,131 and $10,956 during the years ended December 31, 2015 and 2014, respectively.

The Company incurred deferred loan costs of $5,800 in connection with the issuance of a 10% convertible note issued to LG Capital Funding, LLC (“LG Capital”) on April 1, 2014. These deferred loan costs are being amortized over the 1 year term of the note. Amortization of deferred loan costs totaled $1,450 and $4,350 during the years ended December 31, 2015 and 2014, respectively.

Additional deferred loan costs of $5,000 were incurred in connection with the issuance of a 12% convertible note issued to WHC Capital, LLC (“WHC Capital”) on April 4, 2014. These deferred loan costs are being amortized over the 1 year term of the note. Amortization of deferred loan costs totaled $1,308 and $3,692 during the years ended December 31, 2015 and 2014, respectively.

On July 14, 2014, the Company incurred deferred loan costs of $1,750 in connection with the issuance of an 8% convertible note to LG Capital. These deferred loan costs are being amortized over the 1 year term of the note. Amortization of deferred loan costs totaled $146 and $1,604 during the years ended December 31, 2015 and 2014.

On August 15, 2014, the Company incurred additional deferred loans costs of $3,675 in connection with the issuance of a 10% convertible note to Summit Trading Ltd. (“Summit”). These deferred loan costs are being amortized over the 1 year term of the note. Amortization of deferred loan costs totaled $2,247 and $1,428 during the years ended December 31, 2015 and 2014, respectively.

8. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	December 31, 2015		December 31, 2014

Accounts payable	$	1,325,813	$	1,493,441
Accrued expenses and other current liabilities		375,661		212,652
Total	$	1,701,474	$	1,706,093

Consulting fees expenses incurred for non-controlling shareholders were $215,950 and $161,042 for the year ended December 31, 2015 and 2014,

Accrued expenses include related party accrued interest of $65,448 and $43,630 as of December 31, 2015 and 2014, respectively.

9. Accrued Officer’s Compensation

10. Notes Payable

Notes payable consist of the following:

	December 31, 2015		December 31, 2014

Notes payable -Summit Trading Ltd.	$	-	$	36,530
Notes payable - John Koehler		30,000		30,000
Total	$	30,000	$	66,530

F-17

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

On October 1, 2003, Execuserve Corp. (“Execuserve”), issued a $150,000 non-interest bearing promissory note to Koehler, an investor in the predecessor. Upon completion of the merger of Execuserve and the Company pursuant to an agreement and plan of merger dated as of February 5, 2010, the balance of the amount Execuserve owed Koehler was $37,000. Although the Company agreed to pay the balance in monthly installments of $1,000, the Company is in default as it has not made a payment since September 2010. The balance due to Koehler at both December 31, 2015 and December 31, 2014 totaled $30,000.

On May 29, 2014, the Company issued a demand note to Summit Trading Ltd. (“Summit”) in the amount of $8,500. A second note in the amount of $18,030 was issued to Summit on September 15, 2014, and a third note in the amount of $10,000 was issued to Summit on November 6, 2014. These notes bear interest of 4% per annum on any unpaid principal and are payable on demand. Interest expense was $6,630 and $292 for the years ended December 31, 2015 and 2014, respectively.

On February 27, 2015, the terms of the Summit demand notes were modified. The $36,530 became convertible notes that are convertible at 60% of the lowest trading price utilizing a three day look-back period (see Note 12).

11. Loans Payable – Related Parties and Non Related Parties

Loans payable to related parties consist of the following:

	December 31, 2015		December 31, 2014

Loan payable - GE Park, LLC (A)	$	85,000	$	166,200
Loans payable – Other related parties		4,615		-
Loans payable - Brookstein (B)		15,702		15,702
Loans payable - RDRD II Holding, LLC (C)		890,177		880,478
Total	$	995,494	$	1,062,380

Due to related parties consist of the following:

	December 31, 2015		December 31, 2014

Due to related party - GE Park, LLC (D)	$	426,737	$	140,187
Due to related party – Brookstein B. (D)		28,188		28,063
Due to related party – Kessler (D)		19,873		18,231
Total	$	474,798	$	186,480

Due to non-related parties consist of the following:

	December 31, 2015		December 31, 2014

Summit Trading LTD (D)	$	199,025	$	163,296
Total	$	199,025	$	163,296

Convertible loans payable to related parties consist of the following:

	December 31, 2015		December 31, 2014

Convertible loan payable - GE Park, LLC (A)				79,750
Convertible loan payable - GE Park, LLC (A)	$	-	$	95,000
Unamortized debt discount		-		(63,888	)
Total	$	-	$	110,862

F-18

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

The Company has specified the following person and entities as related parties with ending balances as of December 31, 2015 and 2014:

RDRD, a shareholder of the Company, Barry Brookstein, our Chief Executive Officer and Chief Financial Officer and GE Park, LLC an affiliate of the non-controlling interest holder in Seaniemac minority shareholder.

A. Loan Payable – GE Park, LLC

During the year ended December 31, 2014, GE Park, LLC loaned the Company $166,200 to be used for working capital purposes. These notes bear interest at 4% per annum and are due on demand.

On February 12, 2015, the terms a GE Park demand note totaling $47,600 was modified. This note became convertible at 50% of the lowest traded price utilizing a 10 day look-back period (see Note 12). The determined fair value of the debt derivatives of $94,917 was charged as a loss on debt modification for the year ended December 31, 2015. The note was fully converted into 79,193,262 shares during the year ended December 31, 2015 (See Note 12).

On February 20, 2015, the terms of two GE Park demand notes totaling $33,600 were modified. These notes became convertible at 50% of the lowest traded price utilizing a 10 day look-back period (see Note-13). The determined fair value of the debt derivatives of $75,378 was charged as a loss on debt modification for the year ended December 31, 2015. The note amounted to $21,600 was converted into 33,895,385 shares during the year ended December 31, 2015 (See Note 12).

During the year ended December 31, 2015, the Company converted $95,000 of principal into 136,053,867 shares of common stock (See Note 12). The determined fair value of the debt derivatives of $139,813 was reclassified into equity during the period ended December 31, 2015.

In addition, the Company issued GE Park a convertible note in the amount of $79,750 on November 25, 2014. The cash purchase price of $72,500 (which amount is net of the pro-rata portion of original issue discount of $7,250) was received by the Company on the issuance date. The Note bears interest at the rate of 4% per annum. All interest and principal must be repaid on May 25, 2015. The note is convertible into common stock, at a 50% discount to the lowest trading prices of the common stock during the 20 trading day period prior to conversion. On March 3, 2015, the GE Park conversion terms of the GE Park convertible note dated November 25, 2014 for $79,750 were modified to 50% of the lowest traded price utilizing a 10 day look-back. A loss a $38,052 resulted from this modification. The note was transferred to Apollo Capital Corp on March 3, 2015.

F-19

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

The charge of the amortization of debt discounts and costs for the years ended December 31, 2015 and 2014 was $63,888 and $8,612, respectively, and was accounted for as interest expense.

Interest expense for the years ended December 31, 2015 and 2014 totaled $6,712 and $7,954, respectively. Accrued interest at December 31, 2015 and December 31, 2014 totaled $13,551 and $8,799, respectively.

B. Loans Payable – Brookstein

At various times, Brookstein loaned the Company monies for working capital purposes. The loans do not bear interest and are due on demand. At December 31, 2015 and 2014, loans payable to Brookstein totaled $15,702 for both.

C. Loans Payable – RDRD II Holding, LLC

RDRD II Holding, LLC, a Delaware limited liability company and substantial shareholder of the Company (“RDRD”) loaned monies to the Company and its subsidiary, Seaniemac, for working capital purposes. The loans to the Company aggregating $370,067 do not bear interest and are due on demand. The loans to Seaniemac aggregating $516,498 bear interest at 4% per annum. At December 31, 2015 and December 31, 2014, loans payable were $890,177 and $880,748, respectively, and accrued interest totaled $51,897 and $34,831, respectively.

The Company imputed interest of $30,428 and $22,804 on amount loaned to the Company by RDRD during the years ended December 31, 2015 and 2014, respectively, at an assumed rate of 8% per annum.

D. Due related and non-related parties.

During the year the payments were made on the Company’s behalf from related and non-related parties. The amounts were reclassified from accounts payable to loans due to related and non-related parties. For the year ended December 31, 2015 and 2014 amounts reclassified from accounts payable to loans payable related parties totaled $474,798 and $186,480. For the year ended December 31, 2015 and 2014 amounts reclassified from accounts payable to loans payable non- related parties totaled $199,025 and $163,296. For the year ended December 31, 2015 the Company imputed interest of $55,860 and $0 on payments made on Company’s behalf, at an assumed rate of 8% per annum.

Interest expense to related parties totaled $58,246 and $47,973 for the years ended December 31, 2015 and 2014 respectively.

12. Convertible Promissory Notes, Net

Convertible promissory notes consists of the following:

F-20

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

	December 31, 2015			December 31, 2014

Iliad Note (1):
Secured convertible promissory note – Iliad	$	380,000		$	380,000
Total		380,000			380,000
Less:
OID of $20.000, net of amortization of $20,000 and $11,310 as of December 31, 2015 and 2014. respectively		-			(8,690	)

Conversions into 99,520,802 shares of common stock		(100,062	)		-

Principal adjustment per note assignment		40,119

Assignment to Apollo Capital Corporation		(320,057	)

Loan discount of $202,500, net of amortization of $202,500 and $82,645 as of December 31, 2015 and 2014, respectively		-			(119,855	)
Secured convertible promissory note - Iliad	$	(0	)	$	251,455

Redwood Note (2):
Secured convertible promissory note - Redwood	$	75,000		$	75,000
Total		75,000			75,000
Less:
Conversion into 44,988,900 shares of common stock		(43,738	)		-
Assignment to Apollo Capital Corporation		(31,262	)		-
		-			-
Total		-			75,000
Loan discount of $75,000, net of amortization of $75,000 and $0 as of December 31, 2015 and 2014, respectively		-			-
Secured convertible promissory note — Redwood (note in default)	$	-		$	75,000

LG Capital Funding, LLC (3):
10% convertible redeemable note - LG Capital	$	40,000		$	40,000
Total		40,000			40,000
Loan discount of $40,000, net of amortization of $40,000 and $30,027 as of December 31, 2015 and 2014 respectively		-			(9,973	)
10% convertible redeemable note - LG Capital	$	40,000		$	30,027

8% convertible redeemable note - LG Capital	$	36,750		$	36,750
Total		36,750			36,750
Loan discount of $36,750, net of amortization of $36,750 and $17,116 as of December 31, 2015 and 2014, respectively		-			(19,634	)
Conversion into 51,082,166 shares of stock		(36,750	)		-
8% convertible redeemable note - LG Capital	$	-		$	17,116

WHC Capital LLC (4):
10% convertible redeemable note - WHC Capital	$	32,000		$	32,000
		-			-
Total		32,000			32,000
Loan discount of $32,000, net of amortization of $32,000 and $23,759 as of December 31, 2015 and 2014, respectively		-			(8,241	)
Conversion into 37,034,976 shares of stock		(32,000	)		-
10% convertible redeemable note - WHC Capital	$	-		$	23,759

Summit Trading Ltd. (5):
10% convertible redeemable note - Summit		$62,5$9		$	59,835
Total		62,589			59,835
Loan discount of $56,804, net of amortization of $56,804 and $21,478 as of December 31, 2015 and 2014, respectively		-			(35,327	)
Conversion of demand note into a convertible note		36,530			-
Conversion of accounts payable into a convertible note		35,814			-
Transfer to Apollo Capital Corp		(62,589	)		-
Conversion into 45,260,256 shares of common stock		(8,500	)		-
10% convertible redeemable note - Summit	$	63,844		$	24,508

Apollo Capital Corporation (6)
Notes purchased from GE Park. LLC		256,190			-
Notes purchased from Summit		62,589			-
Notes purchased from Redwood		31,262			-
Notes purchased from Iliad		320,057			-
12% convertible redeemable note - Apollo		8,500			-
Loan discount of $8,500 net of amortization of $1,915 and $0 as of December 31, 2015 and 2014, respectively		(6,585	)		-
Conversion into 321,234,184 shares of common stock		(209,233	)		-
10% convertible redeemable note - Apollo Capital Corp	$	462,780		$	-

Convertible promissory notes, net	$	566,624		$	421,865

1. Iliad Note – Assigned to Apollo Management Group, Inc.

F-21

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

On December 2, 2013 (“Issuance Date”) the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Iliad Research and Trading, L.P. (“Iliad”). Pursuant to the Purchase Agreement, the Company issued to Iliad a Secured Convertible Promissory Note (the “Note”) in the original principal amount of $667,500 (the “Purchase Price”) which Note bears interest at 8% per annum and is compounded daily. All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is 23 months from Issuance Date of the Note (the “Maturity Date”). Net cash expected will be $607,500, net of original issue discount of $60,000.

Beginning year after the Issuance Date and continuing for each installment date thereafter, the Company is required to make monthly principal payments under the Note of $37,083, plus any accrued and unpaid interest as of the installment date. Any installment payment may be either cash or shares of Common Stock, at the election of the Registrant.

The Company also issued Iliad five year warrants to purchase 2,132,426 shares at a conversion price of $0.12 per share of the Company’s common stock on December 2, 2013. These options were valued at $23,625 using the Black-Scholes option pricing model with the following values: risk free interest rate of 1.5%, volatility of 26.01538% and strike price of $0.12 and was amortized to interest expense during the year ended December 31, 2014.

At any time after 180 days from the Issuance Date, the Note is convertible into shares of the Company’s common stock, at the option of the Note holder, at a conversion price of $0.12 per share, subject to adjustment downward under certain circumstances defined in the Note. At December 31, 2013, the Company has reserved 16.67 million shares of authorized but unissued common stock in accordance with the terms of the Note. The Company has agreed to reserve these shares until all of the Company’s obligations under the Note are paid and performed in full and the warrants are exercised in full or otherwise expired. The Company may prepay part or all of the Note at any time, provided that any prepayment is subject to a 25% penalty on the amount prepaid.

Default on Iliad Note

On October 1, 2014, Iliad presented the Company with an Event of Default Redemption Notice and is electing to redeem the full outstanding balance of the Note. See below for information regarding applicable penalties and additional interest due to the default. On October 29, 2014, the Company and Iliad entered into a forbearance agreement, pursuant to which Iliad agreed, subject to the terms of the forbearance agreement, to refrain and forbear, until December 10, 2014, from exercising and enforcing remedies against the Company with respect to the Note defaults, including the enforcement of the interest rate increase to 22% per annum. Pursuant to an oral agreement between the Company and Iliad on December 12, 2014, the date was extended to December 31, 2014, subject to the terms of the forbearance agreement. As a result, during the year ended December 31, 2014, the Company recorded $152,500 as forbearance liability and charged to the expenses. For the year ended December 31, 2015, the Company converted $108,752 of principal and accrued interest into 99,520,802 shares of common stock.

The Note is subject to various default provisions, including as a result of a failure to make an installment payment by the due date, a failure to deliver shares when required under the Note, or a breach of covenants in the Note and Purchase Agreement, among others. Upon an event of default, the Note accrues interest at the default rate of 1.83% per month (or 22% per annum), compounding daily. The Company is in default on this loan as of June 2, 2014 as a result of failing to make the required installment payments, as well as a result of the Company’s failure to timely file its annual reports with the SEC. Accordingly, the total principal due to Iliad of $302,185 is classified as a current liability.

As of December 31, 2015, the outstanding loan balance on this including forbearance liability was $320,057 and assigned to Apollo Management Group, LLC.

F-22

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

The charge of the amortization of debt discounts and costs for the years ended December 31, 2015 and 2014 was $128,542 and $92,058, respectively, and was accounted for as interest expense.

For the year ended December 31, 2015, the Company converted $108,752 of principal and accrued interest into 99,520,802 shares of common stock.

On April 5, 2016 Iliad Research and Trading, L.P. (“Iliad”) made a demand on the Company to issue 64,660,484 shares of the Company’s common stock (the “Delivery Shares”) issuable upon exercise of warrants issued to Iliad on December 2, 2013 (the “Iliad Warrant”) and for damages due to Company’s failure to deliver the Delivery Shares to Iliad pursuant to the terms of the Warrant, late fees in the amount of $2,000.00 per trading day (the greater of $2,000.00 and 2% of the product of the number of Delivery Shares not delivered to Investor (64,660,484) multiplied by the closing sales price of the Common Stock on the last trading day the Company could have delivered the Delivery Shares to Iliad without breaching the terms of the Warrant (which closing sale price was $0.0011 according to Iliad’s demand) have been accruing since April 1, 2016 (the “Late Fees”). The Company has been notified by Apollo that Apollo Capital Corp. believes that it acquired the Warrants when it acquired the Note on December 18, 2015 as discussed in Note 12 despite Iliad’s demand for issuance of the Delivery Shares. The Company has elected to withhold issuance of the Delivery Shares until the dispute between Iliad and Apollo regarding ownership of the Warrants and the rights to the Delivery Shares has been resolved. The Company is, however, subject to possible late fees and damages as a result of its failure to issue the Delivery Shares to Iliad in the event Iliad is deemed the owner of the Warrant.

2. Redwood Note

For the year ended December 31, 2015, the Company converted $43,738 of principal and accrued interest into 44,988,900 shares of common stock.

The charge of the amortization of debt discounts and costs for the years ended December 31, 2015 and 2014 was $-0- and $75,000, respectively, which was accounted for as interest expense.

3. LG Capital Funding, LLC Notes

F-23

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

The charge of the amortization of debt discounts and costs for the years ended December 31, 2015 and 2014, was $29,607 and $47,143, respectively, accounted for as interest expense.

4. WHC Capital, LLC

The charge of the amortization of debt discounts and costs for the year ended December 31, 2015 and 2014 was $8,241 and $23,759, accounted for as interest expense.

F-24

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

5. Summit Trading Ltd.

The charge of the amortization of debt discounts and costs for years ended December 31, 2015 and 2014 was $35,327 and $ 21,478, respectively, accounted for as interest expense.

As mentioned above in Note 10, on May 29, 2014, the Company issued a demand note to Summit Trading Ltd. (“Summit”) in the amount of $8,500. A second note in the amount of $18,030 was issued to Summit on September 15, 2014, and a third note in the amount of $10,000 was issued to Summit on November 6, 2014. These notes bear interest of 4% per annum on any unpaid principal and are payable on demand. Interest expense was $6,630 and $4,828 for the years ended December 31, 2015.

For the year ended December 31, 2015 and 2014 the remaining balance due to Summit Trading, Ltd is $63,844.

6. Apollo Capital Corp

On October 22, 2013, GE Park, LLC loaned the Company $95,000 to be used for working capital purposes. These notes bear interest at 4% per annum and are due on demand. On November 22, 2014, this promissory loan was modified into convertible note and subsequently transferred to Apollo Capital Corp. During the year ended December 31, 2015, the Company converted $95,000 of principal into 136,053,867 shares of common stock. The remaining balance as of December 31, 2015 is $0 and the determined fair value of the debt derivatives of $139,813 was reclassified into equity during the period ended December 31, 2015.

On February 12, 2015, the terms a GE Park demand note totaling $47,600 was modified. This note became convertible at 50% of the lowest traded price utilizing a 10 day look-back period. The determined fair value of the debt derivatives of $94,917 was charged as a loss on debt modification for the year ended December 31, 2015. The note was fully converted into 79,193,262 shares during the year ended December 31, 2015. The remaining balance as of December 31, 2015 is $0 and the determined fair value of the debt derivatives of $94,917 was reclassified into equity during the period ended December 31, 2015.

F-25

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

On February 20, 2015, the terms of two GE Park demand notes totaling $33,600 were modified. These notes became convertible at 50% of the lowest traded price utilizing a 10 day look-back period (see Note 12). The determined fair value of the debt derivatives of $75,378 was charged as a loss on debt modification for the year ended December 31, 2015. The note amounted to $21,600 was converted into 33,895,385 shares during the year ended December 31, 2015 (See Note 12). The remaining balance as of December 31, 2015 is $12,000.

The charge of the amortization of debt discounts and costs for years ended December 31, 2015 and 2014 was $1,915 and $ 0, respectively, accounted for as interest expense.

F-26

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

For the year ended December 31, 2015 and 2014 the remaining balance due to Apollo Capital Corp is $462,780 and $0, respectively.

13. Derivative Liabilities

As described in Note 12, as of December 31, 2015 and 2014, the Company issued a convertible notes which is are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.

The following table represents the Company’s debt derivative liability activity for the year ended December 31, 2015 and 2014:

Balance at December 31, 2013 (Restated)		-
Initial measurement at issuance date of the notes		1,145,010
Change in debt derivative liability during the year ended December 31, 2014		137,522
Balance at December 31, 2014	$	1,282,532
Initial measurement at issuance date of the notes		18,758
Loss on debt modification		948,255
Reclassification of derivative liability associated with convertible debt		(513,143	)
Change in debt derivative liability during the year ended December 31, 2015		573,665
Balance December 31, 2015	$	2,310,067

At inception, the fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 2%, (3) weighted average risk-free interest rate of 0.03% to 0.13%, (4) expected life of 0.25 to 1.09 years, and (5) estimated fair value of the Company’s common stock of $0.0139 per share.

At December 31, 2015, the fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 235.14% to 299.66%, (3) weighted average risk-free interest rate of 0.04% to 0.15%, (4) expected life of 0.25 to 0.59 years, and (5) estimated fair value of the Company’s common stock of $0.00027 to $0.001097 per share.

Based upon ASC 840-15-25 (EITF Issue 00-19, paragraph 11) the Company has adopted a sequencing approach regarding the application of ASC 815-40 to its outstanding convertible notes. Pursuant to the sequencing approach, the Company evaluates its contracts based upon earliest issuance date.

Warrant derivative liability

As described in Note 12, the Company issued warrants in conjunction with the issuance with certain convertible notes. These warrants contain certain reset provisions. Therefore, in accordance with ASC 815-40, the Company reclassified the fair value of the warrant from equity to a liability at the date of the effectiveness of the reset provisions. Subsequent to the initial effectiveness date, the Company is required to adjust to fair value the warrant as an adjustment to current period operations.

The Company estimated the fair value at date of effectiveness of the warrants issued in connection with the issuance of the convertible promissory notes to be $590,038 using the Binomial Lattice formula assuming no dividends, a risk-free interest rate of 1.65%, expected volatility of 224.54%, and expected warrant life of 4.50 years. Since the warrants have reset provisions, pursuant to ASC 815-40, the Company has reclassified from equity the fair value of the warrants of $590,038 as a warrant liability. Until conversion and expiration of the warrants, changes in fair value were recorded as non-operating, non-cash income or expense at each reporting date.

At December 31, 2014, the Company marked to market the fair value of the warrant liability and determined a fair value of $545,837. The Company recorded a gain from the change in fair value of debt derivatives of $44,201 for the year ended December 31, 2014 The fair value of the warrant liability was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 234.11%, (3) weighted average risk-free interest rate of 1.20%, (4) expected life of 4.24 years, and (5) estimated fair value of the Company’s common stock of $0.0248 per share.

For the year ended December 31, 2015, the fair value of the warrant liability of $1,616,758 was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 261.65%, (3) weighted average risk-free interest rate of 1.15%, (4) expected life of 3.52 years, and (5) estimated fair value of the Company’s common stock of $0.00109 per share.

F-27

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

The following table represents the Company’s warrant derivative liability activity for the year December 31, 2015 and 2014:

Balance at December 31, 2013 (Restated)	$	-
Initial measurement at issuance date of the notes		590,038
Change in derivative liability during the year ended December 31, 2014		(44,201	)
Balance at December 31, 2014	$	545,837
Change in derivative liability during the year ended December 31, 2015		1,170,922
Balance December 31, 2015	$	1,616,758

14. Commitments and Contingencies

A. Marketing Agreements

On January 30, 2013, Seaniemac entered into a three year White Label Services Agreement with Boylesports (“initial term”) with the option to renew for further periods of 12 months after the initial term. This agreement expired on January 30, 2016. Boylesports will receive a portion of the gross gaming revenue (GGR) generated from the seanimac.com website. GGR is gross turnover, minus gross win, leaving gross gaming yield and subtracting from that amount tax and any payments to software providers. Seaniemac is entitled to 70% of GGR up to 50,000 Euros, 75% of GGR from 50,000 Euros to 250,000 Euros, 80% of GGR from 250,000 Euros to 1,000,000 Euros, and 85% of GGR in excess of 1,000,000 Euros. Minimum guaranteed payments to Boylesports during the first year of the agreement of 7,500 Euros during months four through nine, 10,000 Euros during months seven through twelve and 15,000 Euros in years two and three. There were no minimum guaranteed payments during the first three months of the contract. During the year ended December 31, 2015, accrued fees to Boylesports totaled $163,532, of which $111,692 was commission due pursuant to the terms of the White Label Services Agreement with Boylesports and $51,840 was primarily attributable to customer service and processing fees.

B. Consulting Agreements

On March 17, 2014, the Company entered into a one-year Consulting and Representation Agreement with Corporate Ads, LLC in exchange for 650,000 shares of Company common stock plus $10,000. The shares were valued at $35,750 based upon the closing price of the stock on March 17, 2014 of $0.055 per share. The total amount of $45,750 was included in prepaid expenses and is being amortized over the one-year term. During the year ended December 31, 2014, $36,219 was amortized to expense.

On February 11, 2015 the Company entered into a one-year Consulting and Representation Agreement with Corporate Ads, LLC in exchange for 15,000,000 shares of Company common stock plus $10,000. The shares were valued at $43,500 based upon the closing price of the stock February 11, 2015 of $0.029 per share. The total amount of $45,750 was expensed as consulting expense.

The Company have informal arrangement in respect to the receiving services from four parties approximately $18,250 per month was expensed as consulting expenses.

C. Settlement Agreements

On March 13, 2014, the Company entered into a Settlement Agreement and Stipulation with IBC Funds, LLC (“IBC”), an unrelated third party. Pursuant to this agreement, IBC acquired $100,885 of the Company’s debts from certain creditors. IBC agreed to accept 290,000 shares of the Company’s common stock as a settlement fee with such shares issued pursuant to an exemption from registration in accordance with Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”). These shares were valued at $0.06 per share, the March 13, 2014 closing price. The Company issued 6,693,900 shares during the year ended December 31, 2014 to IBC in full settlement of the acquired liabilities.

On May 13, 2014, the Company entered into a second Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $50,000 of Company liabilities from certain creditors. The Company issued 4,336,200 during the year ended December 31, 2014 to IBC in full settlement of the acquired liabilities.

On July 17, 2014, the Company entered into a third Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $100,000 of Company liabilities from certain creditors. The Company issued 19,621,000 shares during the year ended December 31, 2014 in full settlement of the acquired liabilities.

F-28

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

D. Receivable-Related Parties

During the year ended December 31, 2015 and 2014, in order to timely take advantage of business opportunities provided for under Irish laws, the Company processed a number of transactions through bank accounts of a related party. Following the completion of the fiscal year ended December 31, 2014, the Company as established its own banking relationships and no longer processes transactions using bank accounts of a related party. As of December 31, 2015, the Company’s own banking account was not yet established.

As of December 31, 2015 and 2014, $4,615 and $1,825, respectively, was recorded as a payable and receivable from a related party, respectively.

Further, currently, no deposit insurance system has been set up to cover the above related party’s accounts. Therefore, the Company will bear a risk if any of these banks become insolvent.

E. Litigation

On August 14, 2014, the Company agreed to the entry of an Order Instituting Cease and Desist Proceedings Pursuant to Section 21C of the Securities and Exchange Act of 1934 (“Agreed Order”), with the SEC. The agreement with the SEC was subsequently modified on September 17, 2014 and is pending final approval from the SEC. Pursuant to the Agreed Order, the Company acknowledged that it was delinquent in its filing requirements in that it had failed to file its annual report on Form 10-K for the year ended December 31, 2013, its quarterly reports on Form 10-Q for the quarters ended March 31, 2014 and June 30, 2014 and an 8-K filing. Moreover, the Company has agreed to pay civil penalties in the total amount of $50,000 as a result of these delinquent filings. The Company is diligently working towards completing and filing its delinquent reports. The penalty of $50,000 was expensed during the third quarter of 2014. On September 23, 2014, the Company deposited $25,000 in an escrow account with its legal counsel. During 2014, $24,000 of these funds was used to partially pay the civil penalties of $50,000 that are due the Securities and Exchange Commission. During the year ended December 31, 2015, the Company paid $12,000 towards the penalty. The remaining balance due is $38,000.

In January 2016, a judgment in the amount of $72,540 was entered against us in the Supreme Court of the State of New York, County of Suffolk (Index No.: 612058/2015) in favor of Rotenberg, Meril, Solomon, Bertiger & Guttilla, P.C. The judgment stems from auditing services they performed on our behalf in addition to prejudgment interest and costs.

On April 5, 2016 Iliad Research and Trading, L.P. (“Iliad”) made a demand on the Company to issue 64,660,484 shares of the Company’s common stock (the “Delivery Shares”) issuable upon exercise of warrants issued to Iliad on December 2, 2013 (the “Iliad Warrant”) and for damages due to Company’s failure to deliver the Delivery Shares to Iliad pursuant to the terms of the Warrant, late fees in the amount of $2,000.00 per trading day (the greater of $2,000.00 and 2% of the product of the number of Delivery Shares not delivered to Investor (64,660,484) multiplied by the closing sales price of the Common Stock on the last trading day the Company could have delivered the Delivery Shares to Iliad without breaching the terms of the Warrant (which closing sale price was $0.0011 according to Iliad’s demand) have been accruing since April 1, 2016 (the “Late Fees”). The Company has been notified by Apollo that Apollo Capital Corp. believes that it acquired the Warrants when it acquired the Note on December 18, 2015 as discussed in Note 12 despite Iliad’s demand for issuance of the Delivery Shares. The Company has elected to withhold issuance of the Delivery Shares until the dispute between Iliad and Apollo regarding ownership of the Warrants and the rights to the Delivery Shares has been resolved. The Company is, however, subject to possible late fees and damages as a result of its failure to issue the Delivery Shares to Iliad in the event Iliad is deemed the owner of the Warrant.

15. Capital Stock and Capital Stock Transactions

A. Preferred Stock

On December 26, 2007, the Company filed an amendment to its articles of incorporation to the effect of (a) increasing the number of authorized shares of Common Stock to 2 billion from 500 million and (b) authorizing up to 10 million shares of serial preferred stock, with the Company’s board having the authority to establish, from time to time, classes and series of such serial preferred stock and the voting powers, designations, preferences, limitations, restrictions and relative rights of each such class or series. The amendments, which were approved in a manner consistent with applicable Nevada law, had been the subject of a definitive information statement filed with the SEC on December 4, 2007.

The Company has 10,000,000 shares of preferred stock authorized of which 6,100,000 shares were designated in four series as follows:

	●	Series A Senior Convertible Voting Non-Redeemable Preferred Stock (the “Series A Preferred”) - 2,500,000 shares authorized, 2,293,750 shares issued and outstanding;

	●	Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series B Preferred”) - 1,500,000 shares authorized, 1,250,000 shares issued and outstanding;

	●	Series C Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series C Preferred”) - 2,000,000 shares authorized, 1,828,569 shares issued and outstanding; and

	●	Series D Senior Convertible Voting Redeemable Preferred Stock (the “Series D Preferred”) -shares, 100,000 shares authorized, 100,000 shares issued and outstanding.

F-29

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

Each share of Series A Preferred, Series B Preferred and Series C Preferred Stock are convertible, at any time, into 100 restricted shares of Common Stock.

The Company Preferred Stock has liquidation rights as follows: The Series A Preferred is senior in liquidation preference to all other series or classes of capital stock, preferred or common; the Series B Preferred is senior in liquidation preference to all series or classes of capital stock other than the Series A Preferred; the Series C Preferred is senior in liquidation preference to all classes of Common Stock.

Terms of the Series D Preferred include the following:

	●	Each share of Series D Preferred has a liquidation preference of $1.00 per share.

	●	Each share of Series D Preferred shall entitle its holder to 10,000 votes on all matters submitted to the vote of stockholders of the Company.

	●	Prior to December 31, 2020, the Company has the right, but not the obligation, to redeem the then outstanding shares of Series D Preferred at a rate of $1.00 per share.

	●	Each share of Series D Preferred is convertible into 1,000 shares of Company Common Stock.

Issuance of Preferred Stock

There were no issuances, conversions or redemptions of Preferred Stock during the year ended December 31, 2015.

B. Common Stock.

We have 2,000,000,000 shares of common stock, par value $.001 per share, authorized. At December 31, 2015 and 2014 there were 673,842,729 and 74,721,445 shares issued and outstanding, respectively.

Common Stock Issuances

On February 7, 2014, the Company’s board of directors approved the following transactions for the issuance of 1,250,000 shares of its common stock that were issued during the three months ended June 30, 2014:

1.	An individual acquired 400,000 shares of restricted common stock at the purchase price of $0.075 per share or $30,000.

2.	The Board accepted the assignment of a third party Advisory Agreement from Summit and issued 100,000 shares of the Company’s restricted common stock as total and complete consideration for the advisor provided services to Summit on behalf of the Company. These shares were valued at $9,000 or $0.09 per share, the closing stock price on February 7, 2014 and expensed at that time.

3.	The Board approved the issuance of 750,000 shares of the Company’s restricted common stock to two key Seaniemac consultants at $0.07 per share. The total value of these shares of $52,500 was expensed as compensation in February 2014.

On March 17, 2014, the Company issued 650,000 shares of its unregistered common stock to Corporate Ads, LLC valued at $0.055 per share or $35,750 in exchange for performing consulting services for one year. (See Note 5).

On March 13, 2014, the Company entered into a Settlement Agreement and Stipulation with IBC Funds, LLC (“IBC”), an unrelated third party. Pursuant to this agreement, IBC acquired $100,885 of Company liabilities from certain creditors. IBC agreed to accept 310,000 shares as a settlement fee in accordance with Section 3(a)(10) of the Securities Act that were valued at $0.06 per share, the March 13, 2014 closing price amounted to $17,398.

On May 13, 2014, the Company entered into a second Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $50,000 of Company liabilities from certain creditors.

On July 17, 2014, the Company entered into a third Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $100,000 of Company liabilities from certain creditors.

F-30

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

The Company issued 8,336,200 shares, 11,583,900 shares and 10,421,000 shares in regards to above settlements during the year ended December 31, 2014 to IBC in full settlement of the acquired liabilities.

During the year ended December 31, 2015, the Company converted debt and accrued interest totaling $445,497 into 599,121,284 shares of common stock and their related derivative liability amounted to $513,143 reclassified into additional paid in capital.

16. Warrants and Options

At December 31, 2015 and 2014, there are no outstanding stock option awards.

The following is a summary of warrant activity during the period from December 31, 2014 to December 31, 2015:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)
Balance, December 31, 2013		2,132,426	$	0.012		4.9
Granted		-
Exercised		-
Cancelled Forfeited		-
Balance, December 31, 2014		2,132,426	$	0.012		3.9
Granted		-	$	-
Exercised		-	$	-
Cancelled Forfeited		-
Balance, December 31, 2015		2,132,426	$	0.012		2.9

For the year ended December 31, 2015, the following warrants were outstanding:

Weighted Average

Exercise

Warrants

Remaining

Aggregate

Price

Outstanding

Exercisable

Contractual Life

Intrinsic Value

0.012

2,132,426

2.9

For the year ended December 31, 2014, the following warrants were outstanding:

Weighted Average

Exercise

Warrants

Remaining

Aggregate

Price

Outstanding

Exercisable

Contractual Life

Intrinsic Value

0.012

2,132,426

3.92

17. Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

F-31

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

Seaniemac Limited is governed by the Income Tax Law of the Republic of Ireland. Pursuant to the Ireland Income Tax Law, Seaniemac Limited is subject to tax at a maximum statutory rate of 12.5%.

The components of income (loss) before income tax consist of the following:

	Years Ended December 31,
	2015			2014
U.S. Operations	$	(3,276,075	)	$	(1,989,795	)
Ireland Operations (Seaniemac Limited)		(402,662	)		(861,231	)
Total	$	(3,678,737	)	$	(2,851,026	)

The components of the provision (benefit) for income taxes are as follows:

	Years Ended December 31,
	2015			2014
Federal, State and Local	$	(137,735	)	$	(236,882	)
Ireland income tax		(47,706	)		(104,803	)
Valuation Allowance		185,441			341,685
Total	$	-		$	-

The table below summarizes the reconciliation of our income tax provision (benefit) computed at the statutory U.S. Federal rate and the actual tax provision (presented to the nearest thousand):

	Years Ended December 31,
	2015			2014
Income tax provision at federal statutory rate	$	(1,424,000	)	$	(1,103,000	)
State income taxes, net of federal benefit		-			-
Permanent differences		1,138,000			542,000
U.S. tax rate in excess of foreign tax rate		87,000			185,000
U.S. valuation allowance		199,000			376,000
Tax provision	$	-		$	-

We have a net operating loss (“NOL”) carry forward for U.S. income tax purposes at December 31, 2015 expiring through the year 2035. Management estimates the NOL as of December 31, 2015 to be approximately $6,932,000. The utilization of our NOL’s will be significantly limited because of a change in ownership as defined under Section 382 of Internal Revenue Code of 1986, if in the future the Company issues common stock or additional equity instruments convertible in common shares which result in an ownership change exceeding the 50% limitation threshold imposed by that section, all of the Company’s net operating losses carry forwards may be significantly limited as to the amount of use in a particular year. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Included in the deferred tax asset is the aforementioned NOL. We are not able to predict if such future taxable income will be more likely than not sufficient to utilize the benefit. As such, we do not believe the benefit is more likely than not to be realized and we recognize a full valuation allowance for those deferred tax assets. Our deferred tax asset as of December 31, 2015 and 2014 is as follows:

	December 31,
	2015			2014
Total deferred tax asset - from NOL carry forwards	$	2,683,000		$	2,217,000
Valuation allowance		(2,683,000	)		(2,217,000	)
Deferred tax asset, net of allowance	$	-		$	-

During 2015, the valuation allowance was increased by approximately $466,000 from the prior year.

Tax returns for Seaniemac International, Ltd and its subsidiaries have not been prepared and filed for the year ended December 31, 2012 through 2015 and may be subject to penalties for delinquent and non-compliance.

F-32

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

18. Subsequent Events

A. Conversions

As of the date of the filing of these financial statements with the SEC on Form 10-K, the holders of convertible debt issued by the Company in the approximate amount of $105,407 comprised of principal and accrued interest into approximately 236,193,934 shares of the Company’s common stock.

On January 10, 2016, the terms a GE Park demand note totaling $50,000 was modified. This note became convertible at 70% of the lowest traded price utilizing a 10 day look-back period. The note was partially $34,000 converted into 48,571,428 shares during the March 2016.

B. Acquisition

On February 10, 2016, the Company, through its wholly owned subsidiary Seaniemac Holdings Ltd. (“Holdings”), entered into an agreement (the “Agreement”) with Apollo Betting and Gaming Ltd (“Apollo”), pursuant to which Holdings purchased Apollo’s online gambling and betting business carried on by Apollo in the United Kingdom, via a purchase of Apollo’s assets related to that business.

In exchange for the assets, the Company agreed to pay Apollo a total of $2,000,000, as follows: (i) $80,000 was paid at the closing; (ii) $10,000 to be paid to Apollo within 2 business days of the date on which Apollo delivers to Holdings audited accounts of Apollo for the year ended March 31, 2014; (iii) $10,000 to be paid to Apollo within 2 business days of the date on which Apollo delivers to Holdings audited accounts of Apollo for the year ended 31 March 2015; and (iv) $1,900,000 to be paid to Apollo upon the migration of the acquired business onto a new operating platform which is capable of delivering the online betting services provided by Apollo in substantially the same way as provided by Apollo as of the closing, and the successful use of the new platform in connection with a bet placed by any person who is included on Apollo’s database of customers as of the closing, with the amounts payable being paid from the combined net profits of Holdings and SeanieMac Ltd., which is also a wholly owned subsidiary of the Company.

C. Financing

In connection with the acquisition of the Apollo assets, a shareholder of the Company advanced $80,000 to the Company which represented the initial payment to the Apollo owners under the Agreement. The advance is informal and has no repayment terms.

On February 25, 2016, the Company issued to Apollo Capital Group, LLC (“Apollo Capital”) a Convertible Promissory Note (the “Note”) in the original principal amount of $35,500 (the “Purchase Price”) which Note bears interest at 12% per annum and is compounded daily. The Company sold the Note to Apollo Capital for $30,000 with $5,500 retained by Apollo Capital as an original issuance discount for due diligence and legal expenses related to the transaction. The principal amount and accrued interest under the Note is convertible into the Company’s common stock, $0.001 par value (the “Common Stock”), at Apollo Capital’s option, at any time beginning 180 days after the date of issuance at a 60% discount of by the lowest trading price for the Company’s common stock during the 30 trading day period prior to conversion (the “Conversion Price”). All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which date is August 25, 2016 (the “Maturity Date”). The conversion price is subject to adjustment in the event the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of Common Stock at an effective price per share that is lower than the conversion price in effect on the date of such issuance. In addition, the Conversion Price is subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

The principal balance of the Note may be prepaid at any time after 10 days prior written notice by the Company to Apollo Capital by paying Apollo Capital an amount equal to the Prepayment Percentage (as hereinafter defined) multiplied by the sum of the principal amount due, accrued interest and any other amounts due under the Note. The Prepayment Percentage is (i) 150% during the period beginning on the date the Note is issued and ending 90 days thereafter or (ii) 200% during the period beginning 91 days after the Note is issued and ending 180 days thereafter. After the expiration of the 180 days after the date the Note issued, the Company has no right of prepayment.

So long as the Company has any obligation outstanding under the Note, the Company may not make distributions on its capital stock, repurchase shares of its common stock, borrow funds except debts existing as of the date of the Note, indebtedness to trade creditors or financial institutions incurred in the ordinary course of business or sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of its business.

F-33

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

December 31, 2015

So long as the Company shall have any obligation under the Note, the Company shall not, without Apollo Capital’s written consent, lend money, give credit or make advances to any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries, and affiliates of the Company, except loans, credits or advances (a) in existence or committed on the date hereof and which the Company has informed Apollo Capital in writing prior to the date hereof, (b) made in the ordinary course of business, or (c) not in excess of $100,000.00.

The Company granted Apollo Capital a five (5) business day right of first refusal to provide the Company with any and all of the Company’s future capital needs until Apollo Capital has converted this Note in full or until the Company’s obligations to Apollo hereunder are otherwise satisfied in full. The Company will give Apollo Capital ten (10) business days’ prior written notice by email, receipt requested, of all capital needs during the period of such right of first refusal.

On March 29, 2016 the Company entered into a Leak-Out agreement with Apollo Capital Corp. The agreement will remain in effect until July 1, 2016. According to the agreement Apollo Capital Corp can trade no more than 18.5% of the daily number of cash volume of the common stock traded either of (i) the prior calendar week (Sunday – Saturday) or (ii) the prior seven calendar days, in each case as reported by OTC Markets Group, Inc. In addition, the daily limit is cumulative and applied in aggregate and not for each of the security and derivate security of the Company owned of record or beneficially by each Holder.

D. Iliad Warrants

On April 5, 2016 Iliad made a demand on the Company to issue 64,660,484 shares of the Company’s common stock (the “Delivery Shares”) issuable upon exercise of warrants issued to Iliad on December 2, 2013 (the “Iliad Warrant”) and for damages due to Company’s failure to deliver the Delivery Shares to Iliad pursuant to the terms of the Warrant, late fees in the amount of $2,000.00 per trading day (the greater of $2,000.00 and 2% of the product of the number of Delivery Shares not delivered to Investor (64,660,484) multiplied by the closing sales price of the Common Stock on the last trading day the Company could have delivered the Delivery Shares to Iliad without breaching the terms of the Warrant (which closing sale price was $0.0011 according to Iliad’s demand) have been accruing since April 1, 2016 (the “Late Fees”). The Company has been notified by Apollo that Apollo Capital Corp. believes that it acquired the Warrants when it acquired the Note on December 18, 2015 as discussed in Note 12 above despite Iliad’s demand for issuance of the Delivery Shares. The Company has elected to withhold issuance of the Delivery Shares until the dispute between Iliad and Apollo regarding ownership of the Warrants and the rights to the Delivery Shares has been resolved. The Company is, however, subject to possible late fees and damages as a result of its failure to issue the Delivery Shares to Iliad in the event Iliad is deemed the owner of the Warrant.

F-34

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