~~- 8 -~~

Equity Compensation Plan

Plan category	Number of securities issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))	Number of securities issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)	(b)	(c)	(a)		(b)		(c)

Equity compensation plans approved by security holders	0	0	0		0		0		0

Equity compensation plans not approved by security holders	0	0	30,000,000		0		0		30,000,000

Total	0	0	30,000,000		0		0		30,000,000

Penny Stock Regulations and Restrictions on Marketability

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading, (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws, (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price, (d) contains a toll-free telephone number for inquiries on disciplinary actions, (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks, and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

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

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

These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling their shares of our common stock.

Common Stock

Our Articles of Incorporation authorize us to issue up to 2,000,000,000 shares of common stock, $0.001 par value. Each holder of our common stock is entitled to one (1) vote for each share held of record on all voting matters we present for a vote of stockholders, including the election of directors. Holders of common stock have no cumulative voting rights or preemptive rights to purchase or subscribe for any stock or other securities, and there are no conversion rights or redemption or sinking fund provisions with respect to our common stock. All shares of our common stock are entitled to share equally in dividends from sources legally available when, and if, declared by our Board of Directors.

Our Board of Directors is authorized to issue additional shares of common stock not to exceed the amount authorized by the Articles of Incorporation, on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action.

In the event of our liquidation or dissolution, all shares of our common stock are entitled to share equally in our assets available for distribution to stockholders. However, the rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of preferred stock that have been issued or shares of preferred stock that our Board of Directors may decide to issue in the future.

As of ~~April 4, 2015,~~December 31, 2016, we had ~~1,649,844,444~~1,999,990,000 shares of common stock issued and outstanding.

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Table of Content

Preferred Stock

Our Articles of Incorporation authorize us to issue up to ~~50,000,000~~450,000,000 shares of preferred stock, $0.001 par value. Of the ~~50,000,000~~450,000,000 authorized shares of preferred stock, the total number of shares of Class A Preferred Shares the Corporation shall have the authority to issue is ~~Twenty Five Million (25,000,000)~~Two-Hundred -Forty-Nine Million-Nine-Hundred-Ninety-Nine Thousand (249,999,000), with a stated par value of $0.001 per share, ~~and~~ the total number of shares of Class B Preferred Shares the Corporation shall have the authority to issue is ~~Twenty Five Million (25,000,000)~~Two-Hundered-Million (200,000,000), with a stated par value of $0.001 per ~~share.~~ shareand the total number of shares of Class C Preferred Shares the Corporation shall have the authority to issue is One Thousand (1,000,000), with a stated par value of $0.001 per share,, . Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors' power to set the terms of, and our ability to issue, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company.

As of ~~April 4, 2015,~~December 31, 2016, we had 7,500,000 shares of our Class A preferred stock issued and ~~outstanding.~~

~~As of April 4, 2015, we had 15,839,800~~outstanding, 161,528,779 shares of Class B preferred stock issued and outstanding and 1,000 shares of our Class C Preferred Stock issued and outstanding.

The 7,500,000 issued and outstanding shares of Class A Preferred Stock are convertible into shares of common stock at a rate of 20 common shares for each one Class A Preferred Share. The ~~15,839,800~~161,528,779 issued and outstanding shares of Class B Preferred Stock are convertible into shares of common stock at a rate of 200 common shares for each one Class B Preferred Share. 100,000,000 of the issued and outstanding shares of Class B Preferred Stock is owned by CMG Holdings Group, Inc. If all of our Class A Preferred Stock and Class B Preferred Stock was converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by ~~3,317,960,000~~32,455,755,800 shares.

Options

We have not issued and do not have outstanding any options to purchase shares of our stock. Good Gaming, Inc. has 100 million warrants with an exercise price of .001 (common stock).

Registration Rights

AsAs of ~~April 14, 2015,~~December 31, 2016, there are no other outstanding registration rights or similar agreements.

Convertible Securities

~~Asher Enterprises, Inc.~~

On June 7, 2013, we entered into an agreement for the sale of a Convertible Promissory Note ("Asher Note 1") in the principal amount $32,500 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Asher Enterprises, Inc. ("Asher"), a Delaware corporation, and HDS International Corp. The Asher Note 1 closed on July 19, 2013 and matures on December 7, 2014. The Asher Note 1 is convertible at 50% of the average of the lowest five trading prices of HDS International's common stock during the thirty trading day period prior to the conversion date after 180 days. HDS International analyzed the conversion option for derivative accounting consideration under ASC 815-15 "Derivatives and Hedging" and determined that the instrument should be classified as a liability once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

On July 15, 2013 we entered into an agreement for the sale of a Convertible Promissory Note ("Asher Note 2") in the principal amount $27,500 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Asher and HDS International Corp. The Asher Note 2 closed on July 19, 2013 and matures on January 16, 2015. The Asher Note 2 is convertible at 58% of the average of the lowest five trading prices of HDS International's common stock during the thirty trading day period prior to the conversion date after 180 days. HDS International analyzed the conversion option for derivative accounting consideration under ASC 815-15 "Derivatives and Hedging" and determined that the instrument should be classified as a liability once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

On October 4, 2013 we entered into an agreement for the sale of a Convertible Promissory Note ("Asher Note 3") in the principal amount $32,500 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Asher and HDS International. The Asher Note 3 closed on October 22, 2013 and matures on July 8, 2015. The Asher Note 3 is convertible at 50% of the average of the lowest five trading prices of HDS International's common stock during the ten trading day period prior to

~~- 10 -~~

the conversion date after 180 days. HDS International analyzed the conversion option for derivative accounting consideration under ASC 815-15 "Derivatives and Hedging" and determined that the instrument should be classified as a liability once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

On February 18, 2014, we entered into an agreement for the sale of a Convertible Promissory Note ("Asher Note 4") in the principal amount $15,500 with an interest rate of 8% per annum pursuant to the terms of a Securities Purchase Agreement between Asher and HDS International. The Asher Note 4 closed on February 27, 2014 and matures on August 20, 2015. The Asher Note 4 is convertible at 50% of the average of the lowest five trading prices of HDS International's common stock during the ten trading day period prior to the conversion date after 180 days. HDS International analyzed the conversion option for derivative accounting consideration under ASC 815-15 "Derivatives and Hedging" and determined that the instrument should be classified as a liability once the conversion option becomes effective after 180 days due to there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

Asher Note 1, Asher Note 2. Asher Note 3 and Asher Note 4 (collectively, "Asher Notes") are convertible into shares of our common stock based upon a discount to the market price. The conversion terms of these convertible notes are based upon a discount to the then-prevailing average of the five (5) lowest trading bid prices and, as a result, the lower the stock price at the time Asher converts the convertible notes, the more shares of common stock Asher will receive. The number of shares of common stock issuable upon conversion of these convertible notes is indeterminate. If the trading price of our common stock is lower when the conversion price of these convertible notes is determined, we would be required to issue a higher number of shares of our common stock, which could cause substantial dilution to our stockholders. In addition, if Asher opts to convert these convertible notes into shares of our common stock and sell those shares it could result in an imbalance of supply and demand for our common stock and resulting in lower trading prices for our common stock as reported by the OTCBB. The further our stock price declines, the further the adjustment of the conversion price will fall and the greater the number of shares we will have to issue upon conversion.

In addition, the number of shares issuable upon conversion of the convertible note is potentially limitless. While the overall ownership of Asher at any one moment may be limited to 9.99% of the issued and outstanding shares of our common stock, Asher may be free to sell any shares into the market that have previously been issued to them, thereby enabling them to convert the remaining portion of these convertible notes.

On November 19, 2014, the amounts outstanding under the Asher Notes were amended, and the amended Asher Notes assigned to JABRO Funding Corp ("JABRO"). Under the amendment of the Asher Notes, the overall ownership of JABRO at any one moment may be limited to 4.99% of the issued and outstanding shares of our common stock.

On April 8, 2015, we consented to the assignment of the February 18, 2014 and the October 4, 2013 Asher Notes, which were previously assigned to JABRO. The April 8, 2015 assignment assigned the notes to the Purchaser. According to the terms of the April 8, 2015 assignment agreement, the February 18, 2014 note was sold to the Purchaser and simultaneously exchanged for a new note (the "New February Note"). In accordance with the exchange, The New February Note was deemed to have been issued February 18, 2014, and carried substantially the same terms as the original note, with the following exceptions: the New February bears 0% interest, and the overall ownership of the Purchaser at any one moment shall be limited to 9.99% of the issued and outstanding shares of our common stock. The Purchaser also entered into an agreement with JABRO, granting the Purchaser the exclusive right to purchase the October 4, 2013 note, on or before May 7, 2015.

On December 19, 2012, we exercised our right to convert all $520,055 of principal and accrued interest under the August 18, 2011 promissory notes to 2,080,220 restricted shares of our common stock and the promissory note terminated as paid in full.

On ~~November 26, 2012, we entered into~~April 6, 2015, the Company executed a ~~settlement agreement and general release (the "Restructuring Agreement")~~Common Stock Purchase Warrant with ~~holders of convertible drawdown promissory notes (the "Notes") issued on June 29, 2012. Under~~ the ~~terms of~~Purchaser, providing the Notes, $60,000 was lent to us on June 29, 2012 with $90,000 to be lent to us on or before August 3, 2012. The note holders failed to make the second loan of $90,000 to us and were in default under the Notes. Under the Restructuring Agreement, we have resolved and settled any and all disputes and claims arising from the Notes; the Notes and any interest accrued there under was cancelled, set aside, and held for naught; and the amount due the note holders was converted to 17,142,855 restricted shares of our common stock. The convertible drawdown promissory notes issued on June 29, 2012 were terminated on November 26, 2012.

On June 29, 2012, we issued convertible debentures to non-related parties for $150,000, comprised of payments of $60,000 on June 29, 2012, and $90,000 due August 3, 2012. Under the terms of the note, the amount owing is unsecured, due interest of 6% per annum, and due on or before December 31, 2013.

~~- 11 -~~

~~The convertible debentures also provide that, so long as the lender is not in default, either party shall have~~Purchaser the right to ~~convert all or a portion~~purchase shares of common stock of the ~~outstanding principal and accrued interest~~company by investing up to $50,000 into ~~fully paid and non-assessable~~new shares of ~~our~~ common stock at ~~the rate~~a price of ~~one restricted share of common stock for each $0.01 owed.~~

On August 18, 2011, we issued a convertible debenture to a non-related party for $500,000, comprised of payments of $100,000 on August 19, 2011, $150,000 on August 26, 2011, and $250,000 on September 6, 2011. Under the terms$0.001 per share. The Warrant expires in five years. This Warrant was negotiated as part of the ~~note,~~Note. The Company has an agreement to purchase the ~~amount owing is unsecured, due interest of 3% per annum, and due on or before February 19, 2013. As at March 31, 2012, accrued interest of $9,288 has been recorded in accrued liabilities.~~Purchaser debt for face value.

The convertible debenture also grants us the right to convert this debt into common shares at any time at a conversion price of $0.25 per share. For the first payment of $100,000 on August 19, 2011, we recorded beneficial conversion of $16,800 relating to the number of convertible shares (400,000 shares) and the excess of the fair value of the share price and the conversion price. No beneficial conversion was recorded for the $150,000 and $250,000 payments, as the fair value of our share prices were less than the conversion price on the date of issuance. As at September 30, 2012, the Company recorded accumulative accretion expense of $12,437 with a corresponding credit to the long-term note payable.

Shares Eligible for Future Sale

As of ~~April 4, 2015,~~December 31, 2016, we had ~~1,649,844,444~~1,999,990,000 shares of our common stock issued and outstanding, a breakdown of which follows:

● ~~1,169,958,948 are freely tradable without restrictions (commonly referred to as the "public float")~~

●	1,468,871,393 are freely tradable without restrictions (commonly referred to as the "public float")

● ~~479,885,496 are currently subject to the restrictions and sale limitations imposed by Rule 144.~~

●	531,118,607 are currently subject to the restrictions and sale limitations imposed by Rule 144.

From time to time, certain of our stockholders may be eligible to sell some or all of their restricted shares of our common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain volume restrictions and restrictions on the manner of sale. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement (which disappears after one year). Affiliates may sell after six months subject to the Rule 144 volume, manner of sale, current public information and notice requirements.

The eventual availability for sale of substantial amounts of our common stock under Rule 144 could adversely affect prevailing market prices for our securities and cause you to lose most, if not all, of your investment in our business.

Transfer Agent

Action Stock Transfer Corp.

2469 East Fort Union Boulevard, Suite 214

Salt Lake City, Utah 84121

(801) 274-1088 Phone

(801) 274-1099 Fax

info@actionstocktransfer.com Email

Recent Sales of Unregistered Securities

The issuance and sales of securities without registration since March 28, ~~2013~~2014 through ~~March~~December 31, ~~2014~~2015 comprise the transactions relating to the Asher Notes, as well as those transactions described below.

a)	On April 9, 2014, we issued 8,571,429 common shares for the conversion of $12,000 of principal of the June 7, 2013 convertible debenture.

b)	On October 21, 2014, we issued 38,520,000 common shares for the conversion of $9,630 of principal of the June 7, 2013 convertible debenture.

c)	On October 28, 2014, we issued 38,520,000 common shares for the conversion of $9,630 of principal of the June 7, 2013 convertible debenture.

d)	On November 21, 2014, we issued 15,500,000 common shares for the conversion of $1,240 of principal of the June 7, 2013 convertible debenture.

e)	On November 26, 2014, we issued 19,000,000 common shares for the conversion of $1,520 of principal of the July 15, 2013 convertible debenture.

f)	On December 2, 2014, we issued 24,750,000 common shares for the conversion of $1,980 of principal of the July 15, 2013 convertible debenture.

g)	On December 4, 2014, we issued 24,750,000 common shares for the conversion of $1,980 of principal of the July 15, 2013 convertible debenture.

~~- 12 -~~

Table of Content

h)	On December 9, 2014, we issued 24,750,000 common shares for the conversion of $1,980 of principal of the July 15, 2013 convertible debenture.

i)	On February 6, 2015, we issued 28,000,000 common shares upon the issuance of $1,400 of principal of the July 15, 2013 convertible debenture.

j)	On February 10, 2015, we issued 28,000,000 common shares upon the conversion of $1,400 of principal of the July 15, 2013 convertible debenture.

k)	On February 13, 2015, we issued 31,000,000 common shares upon the issuance of $1,550 of principal of the July 15, 2013 convertible debenture.

l)	On February 18, 2015, we issued 31,000,000 common shares upon the conversion of $1,550 of principal of the July 15, 2013 convertible debenture.

m)	On February 23, 2015, we issued 31,000,000 common shares upon the issuance of $1,550 of principal of the July 15, 2013 convertible debenture.

n)	On March 2, 2015, we issued 35,000,000 common shares upon the conversion of $1,750 of principal of the July 15, 2013 convertible debenture.

o)	On March 3, 2015, we issued 37,000,000 common shares upon the issuance of $1,850 of principal of the July 15, 2013 convertible debenture.

On March 5, 2015, we entered into settlement and general mutual release agreements with our former president and director and two of our consultants. Pursuant to the settlement and release agreements, we agreed to issue 180,285,000 shares of common stock for the settlement of all amounts owing to these parties.

On March 9, 2015, we issued 13,350,000 newly-issued shares of Class B preferred stock and 200,000,000 newly-issued share of restricted shares of common stock under the Strategic Expansion Agreement to SirenGPS. Additionally, under the Strategic Expansion Agreement, we issued to HOEL 342,150,496 newly-issued restricted shares of common stock. Also under the Expansion Agreement, we issued 274,300 newly-issued shares of Class B preferred stock to a designee of the Licensor.

r)	On March 13, 2015, we issued 75,000,000 common shares upon the issuance of $3,750 of principal of the July 15, 2013 convertible debenture.

s)	On March 17, 2015, we issued 75,000,000 common shares upon the issuance of $3,750 of principal of the July 15, 2013 convertible debenture.

t)	On March 18, 2015, we issued 83,000,000 common shares upon the issuance of $1,490 of principal of the July 15, 2013 convertible debenture and $2,660 of accrued and unpaid interest. Refer to Note 3(b).

u)	On March 24, 2015, we issued 87,000,000 common shares upon the issuance of $4,350 of principal of the October 4, 2013 convertible debenture.

v)	On March 25, 2015, we issued 87,000,000 common shares upon the issuance of $4,350 of principal of the October 4, 2013 convertible debenture.

On April 1, 2015, we consented to the further assignment of the February 18, 2014 and the October 4, 2013 Asher Notes, which were previously assigned to JABRO. The April 8, 2015 assignment assigned the notes to the Purchaser. According to the terms of the April 8, 2015 assignment agreement, the February 18, 2014 note was sold to the Purchaser and simultaneously exchanged for a new note (the "New February Note"). In accordance with the exchange, the New February Note was deemed to have been issued February 18, 2014, and carried substantially the same terms as the original note, with the following exceptions: the New February bears 0% interest, and the overall ownership of the Purchaser at any one moment shall be limited to 9.99% of the issued and outstanding shares of our common stock. The Purchaser also entered into an agreement with JABRO, granting the Purchaser the exclusive right to purchase the October 4, 2013 note, on or before May 7, 2015.

On April 1, 2015, we issued a draw-down convertible promissory note to a non-related party in the principal amount of up to $600,000. Under the terms of the promissory note, the amount is unsecured, bears interest at 10% per annum, and is due on April 1, 2016. The note is convertible into shares of common stock at a conversion rate of 50% of the average of the three lowest end of day closing prices of our common stock for the twenty-five trading days prior to the date the holder elects to convert all or part of the promissory note. This agreement was terminated subsequent to year-end.

On April 3, 2015, SirenGPS, Inc., and Hillwinds Ocean Energy, LLC, agreed to convert 200,000,000 shares of common stock, and 222,000,000 shares of common stock, respectively, into 1,050,000 shares and 1,165,000 shares of Class B Preferred Stock, respectively. This agreement was terminated subsequent to year-end.

On April 6, 2015, we executed a Common Stock Purchase Warrant with Iconic Holdings, LLC, a west coast-based institutional investor (the "Purchaser"), providing the Purchaser the right to purchase our shares of common stock by investing up to $50,000 into new shares of common stock at a price of $0.001 per share. On April 2, 2015, we entered into an equity line of credit (ELOC) agreement that permits us to "put" shares to the Purchaser at a 20% discount to the lowest trading price over the five consecutive trading days immediately succeeding the applicable Put Notice Date. The ELOC requires the filing of a registration statement prior to the funds becoming available to us Once the registration is filed, funding under the ELOC occurs at our discretion. This agreement was terminated through a settlement and restructuring agreement with the Purchaser in February 2016.

~~aa)~~

aa) On April 10, 2015, the Company issued 149,844,444 common shares upon the issuance of $6,743 of principal of the February 18, 2014 convertible debenture.

bb) On August 16, 2016, the Company exchanged 1.15MM Series B Preferred Shares with an investor for 179,450,000 common shares which were retired into treasury. These common shares were pledged to Iconic Holdings, LLC contractually as collateral against a $25,000 convertible debenture that was restructured in February 2016. By agreement, the lender converted a portion of this note into common shares eliminating debt from the Company’s balance sheet. The Company has agreed to deliver an additional 70,050,000 common shares to the lender by year-end 2016, which will eliminate the debenture in its entirety. Iconic Holdings has agreed to lock-up a $100,000 convertible debenture for a period of one-year effective June 10, 2016, subject to strict covenants that will protect common shareholders from significant dilution. The net effect of this Agreement is that the common share float of the Company has not been increased and that shareholders will not be negatively impacted by a common stock increase and additional dilution.

cc) On August 31, 2016 Iconic Holdings converted $6,250 of convertible debt into 62,250,000 shares of the Company’s common stock

~~- 13 -~~

dd) On October 5, 2016 Iconic Holdings converted $6,250 of convertible debt into 62,250,000 shares of the Company’s common stock..

ee) On October 11, 2016 Iconic Holdings converted $5,915 of convertible debt into 59,150,000 shares of the Company’s common stock.

Table of Content

Purchases of Equity Securities by the Issuer and Affiliated Purchases

During each month within the fourth quarter of the fiscal year ended December 31, ~~2014,~~2016, neither we nor any "affiliated purchaser", as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.

ITEM 6.

SELECTED FINANCIAL DATA.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Forward Looking Statements

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

We are considered a start-up corporation. Our auditors have issued a going concern opinion on the consolidated financial statements for the year ended December 31, ~~2014.~~2016.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website, source out suppliers for products to sell and source out customers to buy our products. We believe the technical aspects of our websites will be sufficiently developed to use for our operations 60 days from the completion of our offering. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations.

Plan of Operation – Milestones

We are in the early stages of our new business operations. Over the next twelve months, our primary target milestones include:

1.	~~Raising $600,000~~ Complete the 2.0 destination site www.good-gaming.com and launch the world’s premiere online destination site for social networking and tournaments for cash and prizes to ~~acquire an exclusive license to SirenGPS software.~~205 million eSports amateur players.

2.	~~Entering into a contracts~~Enhance the platform with ~~public~~3.0 features to integrate with mobile networks and ~~private entities to provide emergency management services.~~offer other value-added features.

~~Applying~~File provisional patent application to protect the 2.0 Mercenary System, which offers a marketplace for ~~at least one grant opportunities from a Federal~~ the purchase and/or ~~U.S. State-sponsored organization or entity. We expect grant writing expenses, including those associated with consultants, to total approximately $30,000.~~exchange of virtual goods and gaming labor.

4.	~~Exploring strategic distribution and technology partnerships or joint ventures~~Add a suite of online games that ~~will accelerate~~subscribers can play for free depending on their status on the ~~adoption of our emergency management solutions.~~system..

5.	The Company will need to raise additional capital to move from the relaunch phase this spring-summer and fully fund its plan into 2018.

Obtain the backing of corporate sponsors for cash and prizes and to provide advertising during tournaments and to its subscribers on the systems. To this end, Good Gaming already has verbal indications of interest for such sponsorships and advertising, but buyers of ad inventory are waiting to inspect the Company’s 2.0 platform.

7.	The Company intends to continue to expand its Advisory Board with industry professionals that can further help refine the site, facilitate introductions to sponsors and strategic partners, and add credibility to the business.

Limited operating history; need for additional capital

There is no historical financial information about us upon which to base an evaluation of our performance relating to our new business direction. We have not generated any meaningful revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

~~- 14 -~~

Table of Content

Results of Operations – December 31, ~~2014~~2016 as compared to December 31, ~~2013~~2015

Working Capital

	December 31, 2014 $	December 31, 2013 $	December 31, 2016			December 31, 2015
Current Assets	1,093	3,371	$	58,400		$	-
Current Liabilities	1,435,785	941,903		477,848			639,852
Working Capital (Deficit)	(1,434,692)	(938,532)		(419,448	)		(639,852	)

~~Cash Flows~~

For the year ended
December 31, 2014
$
For the year ended
December 31, 2013
$
Cash Flows from (used in) Operating Activities (30,016) (103,304)
Cash Flows from (used in) Investing Activities – –
Cash Flows from (used in) Financing Activities 26,718 94,025
Net Increase (decrease) in Cash During Period (3,298) (9,279)

Operating Revenues

We have ~~not~~only generated ~~any~~minimal revenues since inception.

Operating Expenses and Net Loss

Operating expenses for the year ended December 31, ~~2014~~2016 were ~~$420,593~~$676,266 compared with ~~$478,916~~$240,419 for the year ended December 31, ~~2013.~~2014. The ~~decrease~~increase in operating expenses was attributed to a ~~decrease~~increase in depreciation and amortization of assets acquired in 2016 and general and administrative ~~expense of $3,170~~expenses for ~~day-to-day~~day to day operating ~~costs, transfer agent fees of $75, consulting fees of $36,500 and professional fees of $18,578 due to a decrease in legal expenses incurred during the~~costs.

During the year ended December 31, ~~2014,~~2016, the Company recorded a net loss of ~~$607,819~~$491,300 compared with a net loss of ~~$570,433~~$707,532 for the year ended December 31, ~~2013.~~2015. In addition to the above, the Company incurred ~~an increase of $62,540 of interest expense relating to debt balances and $33,159 of loss on~~a change in fair value of derivative liability.

Liquidity and Capital Resources

As at December 31, ~~2014,~~2016, the Company's cash balance consisted of ~~$73~~$47,900 compared to cash balance of ~~$3,371~~$0 as at December 31, ~~2013.~~2015. The ~~decrease~~increase in the cash balance was attributed the ~~use of cash during the year~~financing received for day-to-day activities. As at December 31, ~~2014,~~2016, the ~~Company's total~~Company had $1,059,824 in assets ~~consisted of $1,093~~ compared to total assets of ~~$10,056~~$0 as at December 31, ~~2013.~~2015. The ~~decrease in total assets~~increase was ~~attributed~~attributable to the ~~decrease in cash, as noted above,~~financing received to pay for the day to day operations of the Company and ~~decrease in deferred financing costs related to~~ the ~~issuance~~acquisition of ~~convertible debt which was expensed during the year ended December 31, 2014.~~Good Gaming, Inc.

As at December 31, ~~2014,~~2016, the Company had total liabilities of ~~$1,435,785~~$641,288 compared with total liabilities of ~~$946,300~~$689,852 as at December 31, ~~2013.~~2015. The decrease in liabilities was attributable to increase in ~~total liabilities is attributed to a $279,559 increase in~~financing and accounts payable and ~~accrued liabilities, $161,718 increase in accounts payable and accrued liabilities – related parties, as well as a $27,836 increase in convertible debentures and a $24,709 increase~~decrease in derivative ~~liability.~~liabilities.

As at December 31, ~~2014,~~2016, the Company has a working capital deficit of ~~$1,434,692~~$419,448 compared with a working capital ~~$938,532~~deficit $639,852 at December 31, ~~2013~~2015 with the ~~increase~~decrease in the working capital attributed to ~~decrease in cash used to fund day-to-day activities and~~ an increase in ~~accounts payable due~~financing the Company received for day to ~~the low cash balance held at year end as well as due to the convertible debentures and derivative liability issued and recorded during the year.~~day operating costs.

Cashflow from Operating Activities

During the year ended December 31, ~~2014,~~2016, the Company used ~~$30,016~~$317,225 of cash for operating activities compared to the use of ~~$103,304~~$133,373 of cash for operating activities during the year ended December 31, ~~2013.~~2015. The ~~decrease~~increase in the use of cash for operating activities was attributed to the fact that the Company ~~had more outstanding and current obligations at year end~~increased in operations due to ~~conserve cash.~~the purchase of the gaming software.

~~- 15 -~~11

Table of Content

Cashflow from Investing Activities

During the years ended December 31, ~~2014 and 2013, we did not conduct any~~2016 the Company had $13,440 in cash used in investing ~~activities.~~activities compared to $0 for the year ended December 31, 2015. The increase was due to the Company purchasing computers in 2016.

Cashflow from Financing Activities

During the year ended December 31, ~~2014,~~2016, the Company received ~~$26,718~~$378,565 of proceeds from financing activities compared to ~~$94,025~~$133,300 during the year ended December 31, ~~2013.~~2015. The ~~decrease~~increase in proceeds from financing activities was due to receiving proceeds from the sale of preferred stock, receipt of ~~$83,000 in debt financing received during the prior year, as well as $11,025 from the proceeds of advances from related parties, compared to the receipt of $15,000 from issuance of~~ convertible ~~debt~~debenture, and ~~$11,718 from related parties in current year.~~stock subscriptions.

Developments after December 31, ~~2014~~2016

a)	~~On February 6, 2015, we~~ On January 4, 2017 the Company cancelled 70,000,000 of its common shares that had been issued ~~28,000,000 common shares upon the issuance of $1,400 of principal of the July 15, 2013 convertible debenture.~~

b)	~~On February 10, 2015, we issued 28,000,000 common shares upon the conversion of $1,400 of principal of the July 15, 2013 convertible debenture.~~

c)	~~On February 13, 2015, we issued 31,000,000 common shares upon the issuance of $1,550 of principal of the July 15, 2013 convertible debenture.~~

d)	~~On February 18, 2015, we issued 31,000,000 common shares upon the conversion of $1,550 of principal of the July 15, 2013 convertible debenture.~~

e)	~~On February 23, 2015, we issued 31,000,000 common shares upon the issuance of $1,550 of principal of the July 15, 2013 convertible debenture.~~

f)	~~On March 2, 2015, we issued 35,000,000 common shares upon the conversion of $1,750 of principal of the July 15, 2013 convertible debenture.~~

g)	~~On March 3, 2015, we issued 37,000,000 common shares upon the issuance of $1,850 of principal of the July 15, 2013 convertible debenture.~~

On March 5, 2015, prior to the execution of the Strategic Expansion Agreement, we reached settlement and general mutual release agreements (the "General Release Agreements") with Tassos Recachinas, our at-the-time President & CEO; Alexander Chirkov, our Chief Scientist for renewable energy and eco-sustainability technologies; and a consultant under renewable energy and eco-sustainability technologies; under which we and these three independent parties agreed to settle any and all amounts owing to them under prior employee and consulting agreements, by converting all amounts owing (amounting to $215,225, $684,500, and $49,000, respectively, or in the aggregate, $948,725) as accrued and disclosed on our balance sheet, in exchange for 74,235,000, 74,235,000, and 31,815,000 newly-issued shares of our common stock, respectively, eliminating these liabilities from our balance sheet.

On March 9, 2015, we closed a Strategic Expansion Agreement, which involves a change in strategy away from the development of renewable energy and eco-sustainability technologies and re-focuses our efforts and resources on emergency management software. On March 9, 2015, we closed a Strategic Expansion Agreement, dated March 5, 2015 (the "Strategic Expansion Agreement") entered into by and between us; Hillwinds Ocean Energy, LLC, a Connecticut limited liability company ("HOEL"), which was formerly our controlling shareholder; and SirenGPS, Inc. a Delaware corporation ("SirenGPS"). Pursuant to the terms and conditions of the Strategic Expansion Agreement, we entered into a global technology license agreement (the "E911 License Agreement") granting us certain rights to that certain technology owned and controlled by SirenGPS related to emergency management, emergency communication, emergency response, enhanced emergency calling and related technologies, and in exchange, SirenGPS received: (a) thirteen million three hundred fifty thousand (13,350,000) newly-issued shares of HDS International Corp. Class B Preferred Stock, $0.001 par value per share (the "New HDSI Class B Preferred Stock"), (b) two hundred million (200,000,000) newly-issued restricted shares of our common stock (the "Transaction Shares") and (c) seven million five hundred thousand (7,500,000) shares of HDS International Corp. Class A Preferred Stock, $0.001 par value per share, from HOEL (the "Transferred Class A Preferred Stock). Pursuant to the terms of the Strategic Expansion Agreement, the Company also issued 274,300 newly-issued shares of Class B Preferred Stock to a designee of SirenGPS at the closing.

As part of the Strategic Expansion Agreement, we agreed with HOEL to settle in full and extinguish all amounts we owed to HOEL under that certain promissory note we issued to HOEL on August 16, 2011 (approximately $407,397) in exchange for transferring, conveying, assigning and delivering to HOEL: (i) all our rights, title and interests under that certain NB Provincial License entered into December 10, 2012 (the "NB Provincial License"), relating to, among other things, technologies for gas exchange, carbon dioxide capture and sequestration, algae biomass production and other renewable energy and eco-sustainability applications (the "Eco-Technologies"), (ii) all our rights, title and interests under that certain exclusivity agreement with the City of St. John, NB, Canada entered into November 30, 2012 (the "St John Contract"), relating to Eco-Technologies, and (iii) three hundred forty two million one hundred fifty thousand four hundred ninety six

~~- 16 -~~

(342,150,496) newly-issued restricted shares of common stock. The shares of common stock were issued to HOEL partially in exchange for the full conversion and retirement of the HOEL Note.Additionally, we entered into a License Assignment Approval and Consent Agreement with Hillwinds Energy Development Corp., a Connecticut corporation ("HEDC"), under which we agreed to transfer, assign and convey all rights, title and interests in we had in that certain exclusivity agreement with the City of Saint John, NB, Canada dated November 30, 2012 to Hillwinds Ocean Energy, LLC, a Connecticut limited liability company ("HOEL"), for certain good and valuable consideration, exiting us from the renewable energy and eco-sustainability technologies development business.Energy.

Additionally, in conjunction with the Strategic Expansion Agreement, Mr. Recachinas resigned as a Director and from all executive officer positions he held with us and Mr. Paul Rauner ("Mr. Rauner") was appointed to the positions On January 5, 2017 Iconic Holdings converted $6,585 of ~~President, CEO, CFO, Secretary, Treasurer and Director. Effective March 9, 2015, we entered~~convertible debt into a consulting agreement (the "Consulting Agreement") with Tassos Recachinas, pursuant to which Mr. Recachinas will provide certain transitional services in conjunction with the Strategic Expansion Agreement.

~~Under the Strategic Expansion Agreement, we entered into that certain E911 License Agreement with SirenGPS. Under the terms~~65,850,000 shares of the E911 License Agreement, we received a worldwide license to the intellectual property owned by SirenGPS and Mr. Rauner to develop, make, use, market and sell products related to emergency management, emergency communication, emergency response, enhanced emergency calling and related technologies. This license is non-exclusive unless we receive funding, through debt or equity, of at least $600,000 within six months of the closing of the Strategic Expansion Agreement. If we meet the funding threshold the license becomes exclusive. In exchange for the license we agreed to pay SirenGPS $7,500 per month. We are also obligated to pay any costs, fees and expenses incurred in connection with the filing, prosecution and maintenance of the intellectual property we are licensing under the E911 License Agreement. The license continues in perpetuity so long as we continue to pay the $7,500 monthly payment, do not materially breach our obligations under the agreement, do not cease doing business, and do not undergo a change of control.Company’s common stock.

j)	~~On March 13, 2015, we issued 75,000,000 common shares upon the issuance of $3,750 of principal of the July 15, 2013 convertible debenture.~~

k)	~~On March 17, 2015, we issued 75,000,000 common shares upon the issuance of $3,750 of principal of the July 15, 2013 convertible debenture.~~

l)	~~On March 18, 2015, we issued 83,000,000 common shares upon the issuance of $1,490 of principal of the July 15, 2013 convertible debenture and $2,660 of accrued and unpaid interest. Refer to Note 3(b).~~

m)	~~On March 24, 2015, we issued 87,000,000 common shares upon the issuance of $4,350 of principal of the October 4, 2013 convertible debenture.~~

n)	~~On March 25, 2015, we issued 87,000,000 common shares upon the issuance of $4,350 of principal of the October 4, 2013 convertible debenture.~~

On April 1, 2015, we entered into a transaction with Iconic Holdings, LLC (the "Purchaser"), whereby Iconic Holdings agreed to provide up to $600,000 through a structured convertible promissory note (the "Note"), with funds to be received in tranches. The note bears interest of 10% and is due April 1, 2016. The initial purchase price of $40,000 was received on April 9, 2015, with $30,000 remitted and delivered to the Company, $4,000 retained by the Purchaser as an original issue discount, and $6,000 retained by the Purchaser for legal bills. The Purchaser shall have the right to convert the outstanding Principal Amount and interest under the Note in whole or in part into shares of common stock at a price equal to 50% of the average of the lowest end of day closing prices of the Company's common stock during the 25 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note. The Note may be prepaid according to the following schedule: Between 1 and 90 days from the date of execution, the Note may be prepaid for 135% of face value plus accrued interest. Between 91 and 180 days from the date of execution, the Note may be prepaid for 145% of face value plus accrued interest. After 180 days from the date of execution until the Due Date, the Note may not be prepaid without written consent from the Purchaser.

On April 1, 2015, we consented to the assignment of the February 18, 2014 and the October 4, 2013 Asher Notes, which were previously assigned to JABRO. The April 8, 2015 assignment assigned the notes to the Purchaser. According to the terms of the April 8, 2015 assignment agreement, the February 18, 2014 note was sold to the Purchaser and simultaneously exchanged for a new note (the "New February Note"). In accordance with the exchange, The New February Note was deemed to have been issued February 18, 2014, and carried substantially the same terms as the original note, with the following exceptions: the New February bears 0% interest, and the overall ownership of the Purchaser at any one moment shall be limited to 9.99% of the issued and outstanding shares of our common stock. The Purchaser also entered into an agreement with JABRO, granting the Purchaser the exclusive right to purchase the October 4, 2013 note, on or before May 7, 2015.

On April 2, 2015, we entered into an equity line of credit (ELOC) with the Purchaser, that allows the Company to "put" shares to the Purchaser at a 20% discount with a five day look-back, based on the average of the volume weighted average price (VWAP) of the Company's Common Stock during the five days immediately preceding the date of issue. The ELOC requires the filing of a registration statement prior to the funds becoming available to us. Once the registration is filed, funding under the ELOC occurs at our discretion.

~~- 17 -~~

On April 3, 2015, SirenGPS, Inc., and Hillwinds Ocean Energy, LLC, agreed to convert 200,000,000 shares of common stock, and 222,000,000 shares of common stock, respectively, into 1,050,000 shares of Class B Preferred Stock, and 1,165,000 shares of Class B Preferred Stock, respectively, at our request to facilitate the closing of the other transactions herein described.

t)	~~On April 10, 2015, we issued 149,844,444 common shares upon payment of $6,743 of principal of the February 18, 2014 convertible debenture.~~

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited consolidated financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Future Financings

We will continue to rely on equity sales of our ~~common~~preferred shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders.

There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Table of Content

We regularly evaluate the accounting policies and estimates that we use to prepare our consolidated financial statements. A complete summary of these policies is included in the notes to our consolidated financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

~~- 18 -~~

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~HDS International Corp.~~

~~(A Development Stage Company)~~

~~December 31, 2014 and 2013~~

Index to Consolidated Financial Statements	~~Index~~	Page

Report of Independent Registered Public Accounting Firm – Boyle CPA, LLC	~~F-1~~	14

Report of Independent Registered Public Accounting Firm – Enterprise CPA, Ltd		15

Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015	~~F-2~~	16
~~Consolidated Statements of Operations~~	~~F-3~~
Consolidated Statement of ~~Stockholders' Deficit~~Operations for the years ended December 31, 2016 and December 31, 2015	~~F-4~~	17

Consolidated ~~Statements~~Statement of Cash Flows for the years ended December 31, 2016 and December 31, 2015	~~F-5~~	18

Consolidated Statement of Shareholders’ Deficit for the years ended December 31, 2016 and December 31, 2015		19

Notes to ~~the~~ Consolidated Financial Statements	~~F-6~~	20

F-1

Table of Content

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and

Stockholders of Good Gaming, Inc.

I have audited the accompanying balance sheet of Good Gaming, Inc. (the “Company”) as of December 31, 2016, and the related statements of operations, stockholders’ equity (deficit), and cash flows for year then ended. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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 was I engaged to perform, an audit of its internal control over financial reporting. My audit 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, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Good Gaming, Inc. as of December 31, 2016, and the results of its operations and its cash flows for the year ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company’s net loss, working capital deficiency and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Management’s plans are also described in Note 1. The financial statements do not include adjustments that might result from the outcome of this uncertain.

/s/ Boyle CPA, LLC

April 17, 2017

Bayville, NJ

F-2

~~- 19 -~~

Table of Content

REPORT OF INDEPENDENT ~~REGISTERED~~ PUBLIC ACCOUNTING FIRM

~~To the~~To: The Board of Directors

HDS International ~~Corp.~~

Corp

We have audited the accompanying ~~consolidated~~ balance ~~sheets~~sheet of HDS International ~~Corp~~Corp. (the ~~"Company"~~“Company”) as of December 31, ~~2014 and 2013~~2015, and the related ~~consolidated statements~~statement of ~~operations, stockholders'~~loss, shareholders’ deficit, and cash flows for ~~the years then ended.~~year ended December 31, 2015. These ~~consolidated~~ financial statements are the responsibility of the ~~Company's~~Company’s management. Our responsibility is to express an opinion on these ~~consolidated~~ financial statements based on our ~~audits.~~audit.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the ~~consolidated~~ 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the ~~consolidated~~ financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall 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 financial position of HDS International Corp. as of December 31, ~~2014 and 2013,~~2015, and the results of its operations and their cash flows for the ~~periods described above~~year 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 1 to the ~~consolidated~~ financial statements, the ~~Company suffered a~~Company’s net loss ~~from operations~~of operating history and ~~has a working capital deficiency, which raises~~financial resources raise substantial doubt about its ability to continue as a going concern. ~~Management's plans regarding those matters are also described in Note 1.~~ The ~~consolidated~~ financial statements do not include ~~any~~ adjustments that might result from the outcome of this ~~uncertainty.~~uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations immediately.

~~M&K CPAS, PLLC~~/s/Enterprise CPAs, Ltd.

~~www.mkacpas.com~~Enterprise CPAs, Ltd.

Chicago, IL

May 26, 2016

F-3

~~Houston, Texas~~

~~April 15, 2015~~

Table of Content

Good Gaming, Inc.
(Formerly HDS International Corp)
Consolidated Balance Sheets
(Expressed in U. S. Dollars)
	December 31,			December 31,
	2016			2015

ASSETS
Current Assets
Cash	$	47,900		$	-
Loan to Pristec		10,500			-

Total Current Assets		58,400			-

Equipment, net		11,424			-

Other Assets
Gaming Software, net of amortization		990,000			-
Total Other Assets		990,000			-

Total Assets	$	1,059,824		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable and accrued liabilities	$	117,658		$	96,141
Accounts payable and accrued liabilities - related party		-			6,670
Note Payable to Related Party - Assist Wireless		75,000			-
Convertible debentures, net of unamortized discount of $0 and $36,088, respectively		56,585			83,300
Derivative liability		228,605			453,741

Total Current Liabilities		477,848			639,852

Convertible debentures, long-term		150,000			50,000
Note Payable Computers		13,440
		163,440			50,000

Total Liabilities		641,288			689,852

Stockholders' Equity (Deficit)

Class A Preferred Stock
Authorized: 249,999,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: 7,500,000 shares		7,500			7,500

Class B Preferred Stock
Authorized: 200,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: 161,528,779 and 15,839,300 shares, respectively		161,529			15,839

Class C Preferred Stock
Authorized: 1,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: 1,000 and 0 shares, respectively		1			-

Common Stock
Authorized: 2,000,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 1,999,990,000 and 1,995,290,000 shares, respectively		1,999,990			1,995,290

Additional paid-in capital		1,758,889			309,592
Accumulated deficit		(3,509,373	)		(3,018,073	)

Total Stockholders' equity (deficit)		418,536			(689,852	)

Total liabilities and stockholders' deficit	$	1,059,824		$	-

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

F-4

Table of Content

Good Gaming, Inc.
(Formerly HDS International Corp)
Consolidated Statements of Operations
(Expressed in U. S. Dollars)

	For the Year Ended
	December 31,
	2016			2015

Revenues	$	2,000		$	-

Operating Expenses

Prizes		57,790			-
Depreciation and Amortization		212,016			-
Consulting fees		95,090			98,694
General and administrative		309,870			97,925
Professional fees		1,500			43,800

Total Operating Expenses		676,266			240,419

Net Loss Before Other Expenses		(674,266	)		(240,419	)

Other Income(Expenses)

Interest expense		(100,470	)		(37,159	)
Debt forgiveness		58,300			-
Gain on Change in fair value of derivative liability		225,136			(429,954	)

Total Other Expenses		182,966			(467,113	)

Net Loss	$	(491,300	)	$	(707,532	)

Net Loss Per Share, Basic and Diluted	$	-		$	-

Weigted Average Shares Outstanding		1,976,803,836			1,549,334,532

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

F-5

Table of Content

Good Gaming, Inc.
Consolidated Statements of Operations
(Expressed in U. S. Dollars)

	For the Year Ended
	December 31,
	2016			2015

Operating Activities

Net Loss	$	(491,300	)	$	(707,532	)

Adjustment to reconcile net loss to
net cash used in operating activities

Accretion of debt discount		100,000			15,052
Depreciation		2,016			-
Amortization of software		210,000			-
Amortization of deferred financing costs		-			1,020
Debt Forgiveness		(58,300	)		-
Gain on change in fair value of derivitive liability		(225,136	)		429,954
Stock based compensation		29,092			-

Changes in operating asstes and liabilities

Accounts payable and accrued liabilities		133,573			90,276
Accounts payable and accrued liabilities-related parties		(6,670	)		37,857
Loan to Pristec		(10,500	)		-

Net Cash Provided by (Used in) Operating Activities		(317,225	)		(133,373	)

Investing activities

Purchase of Equipment		(13,440	)		-

Net Cash Provided by (Used in) Investing Activities		(13,440	)		-

Financing activities

Proceeds from convertible debenture, net of financing costs		166,700			133,300
Proceeds from purchase of Good Gaming		1,723			-
Proceeds from equipment loan		13,440			-
Proceeds from priate placement		196,702			-

Net Cash Provided by (Used in) Financing activities		378,565			133,300

Change in Cash		47,900			(73	)

Cash, Beginning of Period		-			73

Cash, End of period	$	47,900		$	-

Non-cash investing andd financing activities
Common shares issued for conversion of debt	$	73,894		$	1,436,534
Debt Discount due to beneficial conversion feature	$	100,000		$	186,397
Shares issued for acquisition of Software	$	1,200,000		$	-

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

F-6

Table of Content

Good Gaming, Inc.
Consolidated Statements of Stockholders' Deficit
(Expressed in U. S. Dollars)


	Preferred Stock												Common Stock						Additional
	Class A				Class B				Class C										Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Total

Balance, December 31, 2014		7,500,000	$	7,500		-	$	-		-	$	-		571,564,504		$	571,564		$	296,785		$	(2,310,541	)	$	(1,434,692	)

Common shares issued for conversion of debt		-		-		-		-		-		-		1,845,725,496			1,845,726			(409,192	)		-			1,436,534

Shares Cancelled		-		-		-		-		-		-		(422,000,000	)		(422,000	)		422,000			-			-

Preferred shares issued		-		-		15,839,300		15,839		-		-		-			-			-			-			15,839

Net loss for the year		-		-		-		-		-		-		-			-			-			(707,532	)		(707,532	)

Balance December 31, 2015		7,500,000		7,500		15,839,300		15,839		-		-		1,995,290,000			1,995,290			309,593			(3,018,073	)		(689,851	)

Shares issued foracquisition of Good Gaming Software		-		-		86,650,000		86,650		-		-		-			-			1,113,350			-			1,200,000

Shares issued in private placement		-		-		47,500,000		47,500		-		-		-			-			149,200			-			196,700

Shares issued for services		-		-		2,859,573		2,860		-		-		-			-			26,232			-			29,092

Shares issued to settle debt		-		-		7,529,906		7,530		-		-		-			-			47,949			-			55,479

Issue Class C preferred stock						-		-		1,000		1		-			-			-			-			1

Conversion of common stock						1,150,000		1,150		-		-		(179,450.000	)		(179,450	)		178,300			-			-

Conversion of convertible debt						-		-		-		-		184,150,000			184,150			(165,735	)		-			18,415

Beneficial Conversion Feature						-		-		-		-		-			-			100,000			-			100,000

Net loss for the year						-		-		-		-		-			-			-			(491,300	)		(491,300	)

Balance December 31, 2015		7,500,000	$	7,500		161,528,779	$	161,529		1,000	$	1		1,999,990,000		$	1,999,990		$	1,758,889		$	(3,509,373	)	$	418,536

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

F-7

~~F-1~~

~~- 20 -~~19

Table of Content

Good Gaming, Inc.

(Formerly HDS International Corp.

~~Consolidated Balance Sheets~~

~~(expressed in U.S. dollars)~~

December 31,
2014
$

December 31,
2013
$

ASSETS

Current Assets

Cash 73 3,371
Current portion of deferred financing costs 1,020 –

Total Current Assets 1,093 3,371

Other Assets

Deferred financing costs – 6,685

Total Assets 1,093 10,056

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable and accrued liabilities 728,581 449,022
Accounts payable and accrued liabilities – related parties 304,962 143,244
Note Payable – related party, currently in default 300,000 300,000
Convertible debentures, net of unamortized discount of $36,088 and $28,384,
respectively
31,952 4,116
Derivative liability 70,290 45,521

Total Current Liabilities 1,435,785 941,903

Non-Current Liabilities

Convertible debentures, net of unamortized discount of $nil and $55,603, respectively – 4,397

Total Liabilities 1,435,785 946,300

Stockholders' Deficit

Preferred Stock
Authorized: 25,000,000 preferred shares, with a par value of $0.001 per share
Issued and outstanding: nil preferred shares
–
–

Class A Preferred Stock
Authorized: 25,000,000 preferred shares, with a par value of $0.001 per share
Issued and outstanding: 7,500,000 shares

7,500

7,500

Common Stock
Authorized: 2,000,000,000 common shares, with a par value of $0.001 per share
Issued and outstanding: 571,564,504 and 377,203,075 shares, respectively
571,564 377,203

Additional paid-in capital 296,785 381,775

Accumulated deficit (2,310,541 ) (1,702,722 )

Total Stockholders' Equity/(Deficit) (1,434,692 ) (936,244 )

Total Liabilities and Stockholders' Equity/(Deficit) 1,093 10,056

~~(The accompanying notes are an integral part of these consolidated financial statements)~~

~~F-2~~

~~- 21 -~~

~~HDS International Corp.~~

~~Consolidated Statements of Operations~~

~~(expressed in U.S. dollars)~~

Year ended
December 31,
2014
$

Year ended
December 31,
2013
$

Revenue – –

Operating Expenses

Consulting fees 384,000 420,500
General and administrative 2,945 6,115
Professional fees 33,463 52,041
Transfer agent fees 185 260

Total Operating Expenses 420,593 478,916

Income/(Loss) Before Other Expenses (420,593 ) (478,916 )

Other Expenses

Interest expense 108,546 46,006
Loss on change in fair value of derivative liability 78,680 45,521

Total Other Expenses 187,226 91,527

Net Income/(Loss) (607,819 ) (570,443 )

Net Income/(Loss) Per Share, Basic and Diluted (0.00 ) (0.00 )

Weighted Average Shares Outstanding 406,443,367 377,186,685

~~(The accompanying notes are an integral part of these consolidated financial statements)~~

~~F-3~~

~~- 22 -~~

~~HDS International Corp.~~

~~Consolidated Statement of Stockholders' Deficit~~

~~For the Period from December 31, 2012 to December 31, 2014~~

~~(expressed in U.S. dollars)~~

Preferred Stock Common Stock
Additional
Paid-in

Deficit
Accumulated
During the
Development

Amount Amount Capital Stage Total
# $ # $ $ $ $

Balance, December 31, 2012 7,500,000 7,500 376,603,075 376,603 283,875 (1,132,279 ) (464,301 )

Issuance of shares for
consulting fees
– – 600,000 600 5,400 – 6,000

Fair value of beneficial
conversion feature recorded on
issuance of convertible debt
– – – – 92,500 – 92,500

Net loss for the year – – – – – (644,602 ) (644,602 )

Balance, December 31, 2013 7,500,000 7,500 377,203,075 377,203 381,775 (1,702,722 ) (936,244 )

Fair value of beneficial
conversion feature recorded on
issuance of convertible debt
– – – – 15,500 – 15,500

Common shares issued for
conversion of debt
– – 194,361,429 194,361 (100,490 ) – 93,871

Net loss for the year – – – – – (607,819 ) (607,819 )

Balance, December 31, 2014 7,500,000 7,500 571,564,504 571,564 296,785 (2,310,541 ) (1,434,692 )

~~(The accompanying notes are an integral part of these consolidated financial statements)~~

~~F-4~~

~~- 23 -~~

~~HDS International Corp.~~

~~Consolidated Statements of Cash Flows~~

~~(expressed in U.S. dollars)~~

Year ended
December 31,
2014
$

Year ended
December 31,
2013
$

Operating Activities

Net income/(loss) for the year (607,819 ) (570,443 )

Adjustment to reconcile net loss to net cash used in operating activities:

Accretion of debt discount 63,399 8,513
Amortization of deferred financing costs 6,165 2,815
Loss on change in fair value of derivative liability 78,680 45,521
Shares issued for management and consulting fees – 6,000

Changes in operating assets and liabilities:

Prepaid expenses and deposits – –
Accounts payable and accrued liabilities 279,559 329,290
Accounts payable and accrued liabilities – related parties 150,000 75,000

Net Cash Gained/(Used) in Operating Activities (30,016 ) (103,304 )

Financing activities

Proceeds from convertible debenture, net of financing costs 15,000 83,000
Proceeds from related parties 11,718 11,025

Net Cash Provided by Financing Activities 26,718 94,025

Increase/(Decrease) in Cash (3,298 ) (9,279 )

Cash, Beginning of Period 3,371 12,650

Cash, End of Period 73 3,371

Supplemental Disclosures
Interest paid – –
Income tax paid – –

Non-cash investing and financing activities
Adjustment to derivative liability due to conversion of debt 53,911 –
Common shares issued for conversion of debt 39,960 –
Debt discount due to beneficial conversion feature 15,500 92,500

~~(The accompanying notes are an integral part of these consolidated financial statements)~~

~~F-5~~

~~- 24 -~~

~~HDS International Corp.~~)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

~~(unaudited)~~

1.	Nature of Operations and Continuance of Business

HDS International Corp. (the "Company") was incorporated on November 3, 2008 under the laws of the State of Nevada. The Company ~~plans~~is a leading tournament gaming platform and online destination targeting the over 205 million eSports players and participants worldwide that want to ~~engage in~~compete at the ~~business of providing renewable energy and eco-sustainability solutions based on its licensed technologies.~~high school or college level. A substantial portion of the Company's activities has involved developing a business plan and establishing contacts and visibility in the ~~marketplace and the Company has not generated any revenue to date.~~marketplace.

On ~~June 11, 2012, HDS Energy and Ecosystems NB, Ltd.,~~February 17, 2016, the ~~Company's wholly owned subsidiary, was incorporated in the Province of New Brunswick, Canada to manage the operations~~Company acquired Good Gaming's assets including intellectual property, trademarks, software code, equipment and other ~~business development efforts.~~from CMG Holdings Group, Inc. (OTCQB: CMGO).

Going Concern

These ~~consolidated~~ financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated nominimal revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. As of December 31, ~~2014,~~2016, the Company had a working capital deficiency of ~~$1,434,692~~$419,448 and an accumulated deficit of ~~$2,310,541.~~$3,509,373. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	Summary of Significant Accounting Policies

a)	Basis of Presentation and Principles of Consolidation

The consolidated financial statements for the periods ending December 31, ~~2014~~2016 and ~~2013~~2015 include the accounts of the Company, and ~~HDS Energy and Ecosystems NB, Ltd.,~~Siren GPS, the Company's wholly owned subsidiary, effective June 11, 2012. All intercompany transactions and balances have been eliminated on consolidation.

b)	These ~~consolidated~~ financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company's fiscal year-end is December 31.

(c)	Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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. The Company regularly evaluates estimates and assumptions related to the fair values of convertible debentures, derivative liability, stock-based compensation, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(d)	Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As of December 31, ~~2014~~2016 and ~~2013,~~2015, the Company had no cash ~~equivalents.~~of $47,900.

(e)	Intangible Assets

Intangible assets are carried at the purchased cost less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, generally ~~from fifteen to twenty~~around five years.

~~F-6~~

~~- 25 -~~F-8

Table of Content

Good Gaming, Inc.

(Formerly HDS International Corp.)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

~~(unaudited)~~

2.	Summary of Significant Accounting Policies (continued)

(f)	Impairment of Long-Lived Assets

2. ~~Summary of Significant Accounting Policies~~ ~~(continued)~~

~~e) Impairment of Long-Lived Assets~~

Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstance indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the fair value of the asset. Long-lived assets and certain identifiable intangible assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.

(g)	Beneficial Conversion Features

From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of the warrants, if related warrants have been granted. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

g)(h)

Derivative Liability

From time to time, the Company may issue equity instruments that may contain an embedded derivative instrument which may result in a derivative liability. A derivative liability exists on the date the equity instrument is issued when there is a contingent exercise provision. The derivative liability is records at is fair value calculated by using an option pricing model such as a multi-nominal lattice model. The fair value of the derivative liability is then calculated on each balance sheet date with the corresponding gains and losses recorded in the consolidated statement of operations.

h)(i)

Basic and Diluted Net Loss Per Share

The Company computes net loss per share in accordance with ASC 260, Earnings Per Share,which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At December 31, ~~2014,~~2015, the Company had ~~1,572,180,000 (2013~~90,000,000 (2014 – ~~51,166,667)~~1,572,180,000) potentially dilutive shares from outstanding convertible debentures.

(j)	Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes,as of its inception. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

(k)	Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at December 31, ~~2014~~2016 and ~~2013,~~2015, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

(l)	Financial Instruments

ASC 820, "Fair Value Measurements"and ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

~~F-7~~

~~- 26 -~~F-9

Table of Content

Good Gaming, Inc.

(Formerly HDS International Corp.)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

~~(unaudited)~~

2.	Summary of Significant Accounting Policies (continued)

l)	Financial Instruments (continued)

Level 1

~~k) Financial Instruments (continued)~~

~~Level 1~~

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

Level 2

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

Level 3

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

Assets and liabilities measured at fair value on a recurring basis were presented on the Company's balance sheet as at December 31, ~~2014~~2015 and ~~2013~~2014 as follows:

Balance,
December 31,
2013
$
Conversions
$
Changes in Fair
Values
$
Balance,
December 31,
2014
$
Derivative Liability 45,521 (53,911) 78,680 70,290

		Balance, December 31, 2015				Conversions				Changes in Fair Values				Balance, December 31, 2016
Derivative Liability		$	453,741			$	18,415			$	(243,551	)		$	228,605

The carrying values of all of our other financial instruments, which include accounts payable and accrued liabilities, and amounts due to related parties approximate their current fair values because of their nature and respective maturity dates or durations.

l)m)

Equipment

Equipment consists of computer equipment and is stated at cost, less accumulated depreciation. Equipment is depreciated using the straight-line method over the estimated useful lives of 5 years.

n)	Recent Accounting Pronouncements

The Company has limited operations and is considered to be in the development stage. During the year ended December 31, ~~2014,~~2015, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~3. Debt~~

~~Convertible Debentures~~

F-10

Table of Content

Good Gaming, Inc.

(Formerly HDS International Corp.)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

a)3.

Debt

Convertible Debentures

On ~~June 7, 2013,~~April 15, 2015, the Company entered into a ~~$32,500~~$100,000 convertible debenture with a non-related party. During the quarter ended June 30, 2015 The Company received the first $50,000 payment. The remaining $50,000 payment will be made at the request of the borrower. No additional payments have been made as of March 31, 2016. Under the terms of the debenture, the amount is unsecured, bears interest at 8%10% per annum, and is due on ~~December 7, 2014.~~October 16, 2016. The note is convertible into shares of common stock ~~180 days~~any time after the maturity date ~~of issuance (December 4, 2013)~~ at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company's common stock for the thirty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. ~~As at~~For the year ended December 31, ~~2014,~~2016, the Company recorded accrued interest of ~~$3,191 (2013 - $1,475)~~$2,520 (December, 31, 2015 $3,894), which has been included in accounts payable and accrued liabilities. The lender has agreed to sell this investment to the Company or to an investor of the Company’s choosing at face value plus interest.

~~In accordance with ASC 470-20, "Debt with Conversion and Other Options", the Company recognized the intrinsic value~~

On April 1, 2015, we entered into a transaction with Iconic Holdings, LLC (the "Purchaser"), whereby Iconic Holdings agreed to provide up to $600,000 through a structured convertible promissory note (the "Note"), with funds to be received in tranches. The note bears interest of 10% and is due April 1, 2016. The initial proceeds of $40,000 was received on April 9, 2015, with $30,000 remitted and delivered to us, $4,000 retained by the Purchaser as an original issue discount, and $6,000 retained by the Purchaser for legal expenses. On February 17, 2016 as part of a settlement between the lender and the Company, the note along with a remaining balance of $8,300 from former JABRO-Asher notes were restructured to a principle amount of $25,000 with a due date of June 18, 2017 and an interest rate of 0%. The lender is subject to strict lock-up and leak-out provisions. Additionally, as part of the February 2016 settlement with the lender, the lender funded $100,000 new debentures due August 2018 bearing 0% interest and convertible at $0.0001 per share, with the lender subject to strict lock-up and leak-out provisions. The Company has negotiated the lock-up of these debentures from conversion into common stock for a period of one-year commencing June 10, 2016. The Company recognized a $100,000 beneficial conversion feature on this debenture which was accreted to interest expense in 2016.

As part of the asset purchase agreement between HDS International Corp. and CMG Holdings Group, Inc., SirenGPS was issued a $60,000 0% interest convertible debenture that matures in August 2018. The debentures are convertible into common stock at a 20% discount to the 20-day moving average of the Company’s common stock after a period of seven months. The debt is subject to strict lock-up and leak-out provisions. SirenGPS has agreed to sell this security to the Company or to an investor of the Company’s choosing at face value.

On or around April 7, 2016, Silver Linings Management, LLC funded the Company $13,439.50 in the form of convertible debentures secured by certain high-powered gaming machines purchased from XIDAX. The note bears interest at a rate of 10% per annum payable in cash or kind at the option of the Company, mature April 1, 2018, and are convertible into Series B Preferred shares at the option of the holder at any time.

e)	The Company advanced $10,500 to a company during 2016. This amount was repaid subsequent to December 31, 2016.

F-11

Table of the embedded beneficial conversion feature of $32,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. During the year ended December 31, 2014, the Company issued 25,277,857 common shares for the conversion of $32,500 of this debenture. During the year ended December 31, 2014, the Company had amortized $28,384 (2013 - $4,116) of the debt discount to interest expense. As at December 31, 2014, the carrying value of the debenture was $nil (2013 - $4,116).Content

~~F-8~~

~~- 27 -~~

Good Gaming, Inc.

(Formerly HDS International Corp.)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

~~(unaudited)~~

3. ~~Debt~~ ~~(continued)~~

~~Convertible Debentures~~ ~~(continued)~~

4.	Derivative Liabilities

On December 4, 2013, the note became convertible resulting in the Company recording a derivative liability of $46,532 with a corresponding adjustment to loss on change in fair value of derivative liabilities. As at December 31, 2014, the Company revalued the derivative liability to its fair value resulting in the Company recording $115 (2013 - $1,011) as a loss on change in fair value of derivative liabilities. As at December 31, 2014, the fair value of the derivative liability was $1,605 (2013 - $45,521). Refer to Note 4.

On July 15, 2013, the Company entered into a $27,500 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on January 16, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (January 11, 2014) at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company's common stock for the thirty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2014, the Company recorded accrued interest of $3,077 (2013 - $1,019), which has been included in accounts payable and accrued liabilities.

In accordance with ASC 470-20, "Debt with Conversion and Other Options", the Company recognized the intrinsic value of the embedded beneficial conversion feature of $27,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. During the year ended December 31, 2014, the Company issued 23,312,500 common shares for the conversion of $7,460 of this debenture. During the year ended December 31, 2014, the Company had amortized $22,461 (2013 - $2,779) of the debt discount to interest expense. As at December 31, 2014, the carrying value of the debenture was $17,780 (2013 - $2,779).

On January 11, 2014, the note became convertible resulting in the Company recording a derivative liability of $36,272 with a corresponding adjustment to loss on change in fair value of derivative liabilities. As at December 31, 2014, the Company revalued the derivative liability to its fair value resulting in the Company recording $23,331 (2013 - $nil) as a gain on change in fair value of derivative liabilities. As at December 31, 2014, the fair value of the derivative liability was $3,061 (2013 - $nil). Refer to Note 4.

On October 4, 2013, the Company entered into a $32,500 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on July 8, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (April 2, 2014) at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company's common stock for the thirty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2014, the Company recorded accrued interest of $3,227 (2013 - $627), which has been included in accounts payable and accrued liabilities.

In accordance with ASC 470-20, "Debt with Conversion and Other Options", the Company recognized the intrinsic value of the embedded beneficial conversion feature of $32,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. During the year ended December 31, 2014, the Company had amortized $10,123 (2013 - $1,618) of the debt discount to interest expense. As at December 31, 2014, the carrying value of the debenture was $11,741 (2013 - $1,618).

On April 2, 2014, the note became convertible resulting in the Company recording a derivative liability of $47,794 with a corresponding adjustment to loss on change in fair value of derivative liabilities. As at December 31, 2014, the Company revalued the derivative liability to its fair value resulting in the Company recording $2,882 (2013 - $nil) as a gain on change in fair value of derivative liabilities. As at December 31, 2014, the fair value of the derivative liability was $44,912 (2013 - $nil). Refer to Note 4.

On February 18, 2014, the Company entered into a $15,500 convertible debenture with a non-related party. Under the terms of the debenture, the amount is unsecured, bears interest at 8% per annum, and is due on August 20, 2015. The note is convertible into shares of common stock 180 days after the date of issuance (August 17, 2014) at a conversion rate of 50% of the average of the five lowest closing bid prices of the Company's common stock for the thirty trading days ending one trading day prior to the date the conversion notice is sent by the holder to the Company. As at December 31, 2014, the Company recorded accrued interest of $1,074 (2013 - $nil), which has been included in accounts payable and accrued liabilities.

In accordance with ASC 470-20, "Debt with Conversion and Other Options", the Company recognized the intrinsic value of the embedded beneficial conversion feature of $15,500 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible note. During the year ended December 31, 2014, the Company had amortized $2,431 (2013 - $nil) of the debt discount to interest expense. As at December 31, 2014, the carrying value of the debenture was $2,431 (2013 - $nil).

On August 17, 2014, the note became convertible resulting in the Company recording a derivative liability of $21,750 with a corresponding adjustment to loss on change in fair value of derivative liabilities. As at December 31, 2014, the Company revalued the derivative liability to its fair value resulting in the Company recording $1,038 (2013 - $nil) as a gain on change in fair value of derivative liabilities. As at December 31, 2014, the fair value of the derivative liability was $20,712 (2013 - $nil). Refer to Note 4.

~~Notes Payable, currently in default – related parties~~

As at December 31, 2014, the Company owes $300,000 (2013 - $300,000) to a company controlled by former officers and directors of the Company. The amount owing is unsecured, bears interest at 10% per annum, and is due on August 16, 2012, currently in default. As at December 31, 2014, the Company has recorded accrued interest of $102,219 (2013 - $72,219) which has been included in accounts payable and accrued liabilities – related party.

~~F-9~~

~~- 28 -~~

~~HDS International Corp.~~

~~Notes to the Consolidated Financial Statements~~

~~(expressed in U.S. dollars)~~

~~(unaudited)~~

~~4. Derivative Liabilities~~

~~The Company records the fair value of the of the conversion price of the convertible debentures disclosed in Notes 3(a) and 3(b) in accordance with ASC 815,~~ ~~Derivatives and Hedging~~. The fair value of the derivative was calculated using a multi-nominal lattice model performed by an independent qualified business valuator. The fair value of the derivative liability is revalued on each balance sheet date with corresponding gains and losses recorded in the consolidated statement of operations. During the year ended Dec~~ember 31, 2014, the Company recorded a loss on the change in fair value of derivative liability of $78,680~~ (~~2013 - $45,521). As at~~ ~~December 31, 2014, the Company recorded a derivative liability of $70,290~~ (~~2013 - $45,521).~~

The following inputs and assumptions were used to value the convertible debentures outstanding during the ~~period~~years ended December 31, ~~2014~~2016 and ~~2013~~:December 31, 2015:

The projected annual volatility for each valuation period was based on the historic volatility of the Company of 172% an 170% at December 31, 2016 and 2015, respectively.

An event of default would occur 0% of the time, increasing to 1.0% per month to a maximum of 5%.

A summary of the activity of the derivative liability is shown below:

Balance, December, 2014	$	70,290
Adjustment for conversion		(64,767	)
Mark to market adjustment		448,218
Balance, December 31, 2015		453,741
Adjustment for conversion		18,415
Mark to market adjustment		(243,551	)
Balance, December 31, 2016	$	228,605

·5.	~~The underlying stock price of $0.0014 was used as the fair value of the common stock as at December 31, 2013.~~Common Stock

·	~~The underlying stock price of $0.0006 to $0.0001 was used as the fair value of the common stock as at December 31, 2014.~~

·	~~The principal of the debenture on the June 7, 2013 date of issuance was $32,500.~~

·	~~The balance of the principal and interest of the June 7, 2013 debenture on December 4, 2013, the date the June 7, 2013 debenture became convertible, was $33,775.~~

·	~~The balance of the principal and interest of the June 7, 2013 debenture on December 31, 2013 was $33,975.~~

·	~~The balance of the principal and interest of the June 7, 2013 debenture on December 31, 2014 was $3,191.~~

·	~~The principal of the debenture on the July 15, 2013 date of issuance was $27,500.~~

·	~~The balance of the principal and interest of the July 15, 2013 debenture on January 11, 2014, the date the July 15, 2013 debenture became convertible, was $28,579.~~

·	~~The balance of the principal and interest of the July 15, 2013 debenture on December 31, 2014 was $23,117.~~

·	~~The principal of the debenture on the October 4, 2013 date of issuance was $32,500.~~

·	~~The balance of the principal and interest of the October 4, 2013 debenture on April 2, 2014, the date the October 4, 2013 debenture became convertible, was $33,782.~~

·	~~The balance of the principal and interest of the October 4, 2013 debenture on December 31, 2014 was $35,727.~~

·	~~The principal of the debenture on the February 18, 2014 date of issuance was $15,500.~~

·	~~The balance of the principal and interest of the February 18, 2014 debenture on August 17, 2014, the date the February 18, 2014 debenture became convertible, was $16,112.~~

·	~~The balance of the principal and interest of the February 18, 2014 debenture on December 31, 2014 was $16,574.~~

·	~~Capital raising events are not a factor for the debenture.~~

·	~~The Holder would redeem based on availability of alternative financing 0% of the time increasing 1.0% monthly to a maximum of 10%.~~

·	~~The Holder would automatically convert the note at maturity if the registration (after 120 days) was effective and the Company is not in default.~~

The projected annual volatility for each valuation period was based on the historic volatility of the Company of 178% as at December 4, 2013, 176% as at December 31, 2013, 175% as at January 11, 2014, 172% as at April 9, 2014, 176% as at June 30, 2014, 176% as at August 17, 2014, 170% as at September 30, 2014, 166% as at October 21, 2014, 165% as at October 22 and November 21, 2014, 166% as at October 26, 2014, 168% as at December 2, 2014, 170% as at December 4, 2014, 172% as at December 9, 2014, and 183% as at December 31, 2014.

·	~~An event of default would occur 0% of the time, increasing to 1.0% per month to a maximum of 5%. To date, the debenture is not in default nor converted by the Holder.~~

~~A summary of the activity of the derivative liability is shown below:~~

		$
~~Balance, December 31, 2012~~		–
~~Derivative loss due to new issuances~~		~~46,532~~
~~Mark to market adjustment at December 31, 2013~~		~~(1,011)~~
~~Balance, December 31, 2013~~		~~45,521~~
~~Derivative loss due to new issuances~~		~~105,816~~
~~Adjustment for conversion~~		~~(53,911)~~
~~Mark to market adjustment at December~~ ~~31, 2014~~		~~(27,136)~~
~~Balance,~~ ~~December~~ ~~31, 2014~~		~~70,290~~

~~F-10~~

~~- 29 -~~

~~HDS International Corp.~~

~~Notes to the Consolidated Financial Statements~~

~~(expressed in U.S. dollars)~~

~~(unaudited)~~

~~5. Common Stock~~

Share Transactions for the Year Ended December 31, ~~2014:~~2015:

On March 5, 2015, the Company issued 200,000,000 common shares with a par value of $200,000 pursuant to a license agreement with a third party to acquire the rights to technologies related to emergency management and communications. As the transaction resulted in a change of control, the par value of the license was allocated to additional paid-in capital. As a result of the completion of the transaction, SirenGPS and Paul Rauner are deemed related parties.

a)b)

On ~~April 9, 2014,~~March 5, 2015, the Company issued ~~8,571,429~~106,050,000 common shares with a fair value of $21,210 for the settlement of accounts payable of $733,500 owing to consultants resulting in a gain on settlement of debt of $712,290. As the transaction was pursuant to the agreement which resulted in a change of control, the gain has been recorded to additional paid-in capital.

On March 5, 2015, the Company issued 342,150,496 common shares with a fair value of $68,430 for the settlement of $300,000 of principal and $107,479 of accrued interest owing to a company controlled by the former President and CEO of the Company. The transaction resulted in a gain on settlement of debt of $339,049 which was recorded against additional paid-in capital. Refer to Note 7 (a).

On March 5, 2015, the Company issued 74,235,000 common shares with a fair value of $14,847 for the settlement of $215,225 owing to the former President and CEO and companies under his control. The transaction resulted in a gain on settlement of debt of $200,378 which was recorded against additional paid-in capital. Refer to Notes 7 and 8.

e)	During the period ended March 31, 2015, the Company issued 454,000,000 common shares for the conversion of ~~$12,000~~$20,040 of principal and $2,660 of ~~the June 7, 2013 convertible debenture. Refer to Note 3(a).~~

b)	~~On October 21, 2014, the Company issued 38,520,000 common shares for the conversion of $9,630 of principal of the June 7, 2013 convertible debenture. Refer to Note 3(a).~~

c)	~~On October 28, 2014, the Company issued 38,520,000 common shares for the conversion of $9,630 of principal of the June 7, 2013 convertible debenture. Refer to Note 3(a).~~

d)	~~On November 21, 2014, the Company issued 15,500,000 common shares for the conversion of $1,240 of principal of the June 7, 2013 convertible debenture. Refer to Note 3(a).~~

~~On November 26, 2014, the Company issued 19,000,000 common shares for the conversion of $1,520 of principal~~accrued interest of the July 15, 2013 convertible debenture. ~~Refer to Note 3(b).~~As the conversions were within the terms of the agreement, no additional gain or loss was recognized as a result of the conversion.

~~On December 2, 2014,~~During the period ended March 31, 2015, the Company issued ~~24,750,000~~174,000,000 common shares for the conversion of ~~$1,980~~$8,700 of principal of the ~~July 15,~~October 4, 2013 convertible debenture. ~~Refer to Note 3(b).~~

As the conversions were within the terms of the agreement, no additional gain or loss was recognized as a result of the conversion.

~~On December 4, 2014,~~During the period ended June 30, 2015 the Company issued ~~24,750,000~~298,912,445 common shares for the conversion of ~~$1,980~~$25,505 of ~~principal~~Principal and interest of the ~~July 15, 2013~~February convertible debenture. ~~Refer to Note 3(b).~~

As the conversions were within the terms of the agreement, no additional gain or loss was recognized as a result of the conversion.

On ~~December 9, 2014,~~April 3, 2015, SirenGPS, Inc., and Hillwinds Ocean Energy, LLC, agreed to convert 200,000,000 shares of common stock, and 222,000,000 shares of common stock owned by them into 1,050,000 shares of Class B Preferred Stock, and 1,165,000 shares of Class B Preferred Stock, respectively, in order to facilitate the ~~Company issued 24,750,000 common shares for the conversion of $1,980 of principal~~closing of the ~~July 15, 2013 convertible debenture. Refer to Note 3(b).~~

other transactions herein described.

All were converted within the original terms, so no gains (losses) were recorded.

F-12

Table of Content

Good Gaming, Inc.

(Formerly HDS International Corp.)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

5.	Common Stock (continued)

Share Transactions for the Year Ended December 31, ~~2013:~~2016:

) On August 16, 2016, the Company exchanged 1.15MM Series B Preferred Shares with an investor for 179,450,000 common shares which were retired into treasury. These common shares were pledged to Iconic Holdings, LLC contractually as collateral against a $25,000 convertible debenture that was restructured in February 2016. By agreement, the lender converted a portion of this note into common shares eliminating debt from the Company’s balance sheet. The Company has agreed to deliver an additional 70,050,000 common shares to the lender by year-end 2016, which will eliminate the debenture in its entirety. Iconic Holdings has agreed to lock-up a $100,000 convertible debenture for a period of one-year effective June 10, 2016, subject to strict covenants that will protect common shareholders from significant dilution. The net effect of this Agreement is that the common share float of the Company has not been increased and that shareholders will not be negatively impacted by a common stock increase and additional dilution.

b)	On August 31, 2016 Iconic Holdings converted $6,250 of convertible debt into 62,250,000 shares of the Company’s common stock

i)c)

On ~~January 9, 2013,~~October 5, 2016 Iconic Holdings converted $6,250 of convertible debt into 62,250,000 shares of the ~~Company issued 600,000~~Company’s common shares pursuant to a consulting agreement with a non-related party, as noted in Note 7(d). The shares were recorded at their fair value of $6,000 based on the closing market prices on the date of authorization.stock.

~~6. Related Party Transactions~~

d)	On October 11, 2016 Iconic Holdings converted $5,915 of convertible debt into 59,150,000 shares of the Company’s common stock.

All were converted within the original terms, so no gains (losses) were recorded.

F-13

Table of Content

Good Gaming, Inc.

(Formerly HDS International Corp.)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

6.	Preferred Stock

Our Articles of Incorporation authorize us to issue up to 450,000,000 shares of preferred stock, $0.001 par value. Of the 450,000,000 authorized shares of preferred stock, the total number of shares of Class A Preferred Shares the Corporation shall have the authority to issue is Two-Hundred -Forty-Nine Million-Nine-Hundred-Ninety-Nine Thousand (249,999,000), with a stated par value of $0.001 per share, the total number of shares of Class B Preferred Shares the Corporation shall have the authority to issue is Two-Hundered-Million (200,000,000), with a stated par value of $0.001 per shareand the total number of shares of Class C Preferred Shares the Corporation shall have the authority to issue is One Thousand (1,000,000), with a stated par value of $0.001 per share,, . Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors' power to set the terms of, and our ability to issue, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company.

As of December 31, 2016, we had 7,500,000 shares of our Class A preferred stock issued and outstanding. As of December 31, 2016, we had 161,528,779 shares of Class B preferred stock issued and outstanding. As of December 31, 2016, we had 1,000 shares of Class C Preferred Stock issued and outstanding.

The 7,500,000 issued and outstanding shares of Class A Preferred Stock are convertible into shares of common stock at a rate of 20 common shares for each one Class A Preferred Share. The 15,839,800 issued and outstanding shares of Class B Preferred Stock are convertible into shares of common stock at a rate of 200 common shares for each one Class B Preferred Share. If all of our Class A Preferred Stock and Class B Preferred Stock was converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 3,317,960,000 shares.

a)7.	~~As at~~Related Party Transactions

At December 31, ~~2014,~~2016, the Company owes ~~$300,000 (2013 - $300,000)~~$0 (December 31, 2015 – $570) to ~~a company controlled by former officers and directors of~~ the Company. The amount owing is unsecured, bears interest at 10% per annum, and is due on August 16, 2012, currently in default. As at December 31, 2014, the Company has recorded accrued interest of $102,219 (2013 - $72,219) which has been included in accounts payable and accrued liabilities – related party.

As at December 31, 2014, the Company owes $15,225 (2013 - $10,225) to companies under common control by former officers and directors of the Company which has been included in accounts payable and accrued liabilities – related parties. The amounts owing are unsecured, non-interest bearing, and due on demand.

During the year ended December 31, 2014, the Company has incurred $120,000 (2013 - $45,000) to the former President and CEO of the Company for consulting services. As at December 31, 2014, the Company recorded a related party accounts payable of $180,000 (2013 - $60,000), which has been included in accounts payable and accrued liabilities – related party. The amounts owing are unsecured, non-interest bearing, and due on demand.

~~As at December 31, 2014, the Company owes $7,518 (2013 – $800) to the former~~ President and CEO of the Company for reimbursement of expenses which has been included in ~~accounts~~account payable and accrued liabilities – related parties. The amount owing is unsecured, non-interest bearing, and due on demand.

~~7. Commitments~~

b)	At December31, 2016, the Company owes $0 (December 31, 2015 – $6,100) to the President and CEO of the Company for reimbursement of expenses which has been included in account payable and accrued liabilities – related parties. The amount owing is unsecured, non-interest bearing, and due on demand.

c)	At December31, 2016, the Company owes $75,000 to a Company controlled by a Director. The advance is unsecured, non-interest bearing and due on demand.

8.	Commitments

On October 12, 2011, the Company entered into a verbal consulting agreement with a non-related party whereby the Company will pay a monthly consulting fee for services provided in the amounts of $3,000. The agreement is for a one month term automatically renewing in each successive month unless earlier terminated. On July 18, 2012, the Board of Directors reviewed the consulting agreement and authorized an increase to the monthly consulting fee from $3,000 to $3,750 per month beginning July 2012. On October 1, 2012, the Board of Directors reviewed the consulting agreement and adjusted the consulting fee from $3,750 to $3,000 per month beginning October 2012. On April 8, 2014, The Board of Directors reviewed the consulting agreement and adjusted the consulting fee from $3,000 to $500 per month effective January 1, 2014. All these related party amounts and commitments have since been settled for cash or stock. This commitment was settled in stock and/or cash as part of the SirenGPS change of control in 2015.

~~F-11~~

~~- 30 -~~

F-14

Table of Content

Good Gaming, Inc.

(Formerly HDS International Corp.)

Notes to the Consolidated Financial Statements

(expressed in U.S. dollars)

~~(unaudited)~~

7. ~~Commitments~~ ~~(continued)~~

During the year ended December 31, 2014, the Company incurred $6,000 (2013 - $36,000) in consulting fees relating to this agreement, of which $48,000 (2013 - $42,000) has been recorded in accounts payable and accrued liabilities as at December 31, 2014.

b)9.

On October 12, 2011, the Company entered into a consulting agreement with a non-related party whereby the Company will pay a monthly consulting fee for services provided in the amounts of $27,500. The agreement is for a one month term automatically renewing in each successive month unless earlier terminated. On April 8, 2014, The Board of Directors reviewed the consulting agreement and adjusted the consulting fee from $27,500 to $21,500 per month effective January 1, 2014.

During the year ended December 31, 2014, the Company incurred $258,000 (2013 - $330,000) in consulting fees relating to this agreement, of which $641,500 (2013 - $383,500) has been recorded in accounts payable and accrued liabilities as at December 31, 2014.

On October 12, 2011, the Company entered into a consulting agreement with the President and CEO of the Company whereby the Company will pay a monthly consulting fee for services provided in the amounts of $3,000. The agreement is for a one month term automatically renewing in each successive month unless earlier terminated. On June 10, 2012, the Board of Directors authorized an increase to the monthly consulting fee from $3,000 to $6,000 per month beginning June 2012. On July 18, 2012, the Board of Directors reviewed the consulting agreement and adjusted the monthly consulting fee to $3,750 beginning July 2012. On April 8, 2014, The Board of Directors reviewed the consulting agreement and adjusted the consulting fee from $3,750 to $10,000 per month effective January 1, 2014.Income Taxes

During the year ended December 31, 2014, the Company incurred $120,000 (2013 - $45,000) in consulting fees relating to this agreement, of which $180,000 (2013 - $60,000) has been recorded in accounts payable and accrued liabilities – related parties as at December 31, 2014.

On January 2, 2013, the Company entered into a consulting agreement with The Holden Group, LLC ("Holden") whereby the Company paid Holden $2,000 and issued 600,000 restricted common shares of the Company upon the execution of the agreement as well as pay $500 on each of the first, second and third month anniversaries of the agreement. These final three payments have been accrued and recorded in accounts payable and accrued liabilities.

~~8. Income Taxes~~

The Company has a net operating loss carried forward of ~~$1,851,259~~$3,509,374 available to offset taxable income in future years which commence expiring in fiscal ~~2028.~~2030.

The income tax benefit has been computed by applying the weighted average income tax rates of Canada (federal and provincial statutory rates) and of the United States (federal and state rates) of 27% and ~~35%~~27%, respectively, to the net loss before income taxes calculated for each jurisdiction. The tax effect of the significant temporary differences, which comprise future tax assets and liabilities, are as follows:

	2014 $	2013 $	2016			2015
Income tax recovery at statutory rate	158,351	175,604	$	171,955		$	195,612

Valuation allowance change	(158,351)	(175,604)		(171,955	)		(195,612	)

Provision for income taxes	–	–	$	-		$	-

The significant components of deferred income tax assets and liabilities at December 31, ~~2014~~2016 and ~~2013~~2015 are as follows:

2014
$

2013
$
Net operating loss carried forward 629,340 470,989

Valuation allowance (629,340) (470,989)

Net deferred income tax asset – –

	2016			2015
Income tax recovery at statutory rate	$	491,300		$	824,952
Valuation allowance change		(491,300	)		(824,952	)
Provision for income taxes	$	-		$	-

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations. When a change in ownership occurs, net operating loss carry forwards may be ~~limited as to use in future years.~~

~~F-12~~limited.

~~- 31 -~~

10.	Acquisition of Good Gaming, Inc. Assets.

On February 17, 2016, the Company acquired Good Gaming's assets including intellectual property, trademarks, software code, equipment and other from CMG Holdings Group, Inc. The Company received the fair value of the assets acquired of $1,200,000. These assets are being amortized over the estimated useful life of 5 years. The following summarizes the activity:

	December 31,2016			December 31, 2015
Gaming Software	$	1,200,000		$	-
Accumulated Amortization		(210,000	)		-
	$	990,000		$	-

11.	Subsequent Events

On January 05, 2017 Iconic Holdings converted $6,585 of convertible debt into 65,850,000 shares of the Company’s common stock.

Subsequent to December 31, 2016, we raised $235,000 in a note from an affiliate of our outside Director, David Dorwart, who is the primary shareholder of ViaOne Managed Services. The note has the option to convert into a raise of over $200,000.00 under the same terms of said investment.

~~HDS International Corp.~~

~~Notes~~On January 4, 2017, the Company cancelled 70,000,000 of its common stockthat had been issued to Hillwinds Ocean Energy.

On February 17, 2017, the ~~Consolidated Financial Statements~~

~~(expressed in U.S. dollars)~~

~~(unaudited)~~

~~9. Subsequent Events~~

~~We have evaluated subsequent events through the date~~Board of ~~issuance~~Directors of the ~~financial statements,~~Company approved a reverse split of its' common and ~~did not have any material recognizable subsequent events after December 31, 2014, except~~preferred shares on a 1 for ~~the following:~~1,000 basis, an amendment of Articles of Incorporation decreasing authorized common shares from 2,000,000,000 to 100,000,000 and decreasing authorized preferred shares from 450,0000,000 to 2,250,000. The effectiveness of these actions is pending FINRA approval.

F-16

Table of Content

ITEM 9.

~~On February 6, 2015, the Company issued 28,000,000 common shares upon the issuance of $1,400 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b).~~

b)	~~On February 10, 2015, the Company issued 28,000,000 common shares upon the conversion of $1,400 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b).~~

c)	~~On February 13, 2015, the Company issued 31,000,000 common shares upon the issuance of $1,550 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b).~~

d)	~~On February 18, 2015, the Company issued 31,000,000 common shares upon the conversion of $1,550 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b).~~

e)	~~On February 23, 2015, the Company issued 31,000,000 common shares upon the issuance of $1,550 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b).~~

f)	~~On March 2, 2015, the Company issued 35,000,000 common shares upon the conversion of $1,750 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b).~~

g)	~~On March 3, 2015, the Company issued 37,000,000 common shares upon the issuance of $1,850 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b).~~

On March 5, 2015, the Company entered into a Strategic Expansion Agreement ("Expansion Agreement") with its former controlling shareholder ("Shareholder") and a non-related party ("Licensor"). Pursuant to the terms of the Expansion Agreement, the Company also entered into a Global License Agreement ("License Agreement") granting the Company certain rights to technologies owned and controlled by the Licensor relating to emergency management, emergency communication, emergency response, enhanced emergency calling and related technologies in exchange for 13,350,000 newly-issued shares of Class B preferred stock, 200,000,000 newly-issued share of restricted shares of common stock, and 7,500,000 shares of Class A preferred stock transferred from the Shareholder.

Under the License Agreement, the Company was granted certain rights to technologies as noted above. These rights are non-exclusive unless the Company receives funding, through debt or equity financing, of at least $600,000 by September 9, 2015. If the Company is able to raise the required funding, the license will become exclusive. In exchange for the license, the Company has also agreed to pay $7,500 per month and is obligated to pay any costs, fees, and expenses incurred in connection with the filing, prosecution, and maintenance of the intellectual property under license. The license will continue in perpetuity so long as the Company continues to pay the monthly payment, does not materially breach its obligations under the agreement, does not cease to do business, and does not undergo a change of control.

Under the Expansion Agreement, the Company agreed to settle all amounts owed to the Shareholder under a promissory note dated August 16, 2011 in exchange for transferring, conveying, assigning, and delivering to the Shareholder i) all the Company's rights, title, and interests under the NB Provincial License entered into on December 10, 2012 relating to technologies for gas exchange, carbon dioxide capture and sequestration, algae biomass production, and other renewable energy and eco-sustainability applications, ii) all the Company's rights, title, and interest under the exclusivity agreement with the City of Saint John, NB, Canada, entered into on November 30, 2012 relating to eco-technologies and iii) 342,150,496 newly-issued restricted shares of common stock. Under the Expansion Agreement, the Company has also agreed to issue 274,300 newly-issued shares of Class B preferred stock to a designee of the Licensor.

On March 5, 2015, the Company entered into settlement and general mutual release agreements with the Company's former President and Director and two of the Company's consultants. Pursuant to the settlement and release agreements, the Company has agreed to issue a total of 180,285,000 newly-issued shares of common stock for the settlement of all amounts owing to these parties.

~~F-13~~

~~- 32 -~~

~~HDS International Corp.~~

~~Notes to the Consolidated Financial Statements~~

~~(expressed in U.S. dollars)~~

~~(unaudited)~~

9. ~~Subsequent Event~~ ~~(continued)~~

On March 5, 2015, the Company entered into a consulting agreement with the former President and Director of the Company ("Consultant") whereby the Company has agreed to pay $12,853 in cash, half to be paid within 15 days of the execution of the agreement and half to be paid within 45 days of the execution of the agreement and $500 in cash, due and payable on the last day of each month ending at the end of May 2015. In return, the Consultant has agreed to provide assistance with a variety of services including: providing the Company with transitional services associated with the Company's SEC filings, assist with the preparation of the 2014 10-K and 2015 Q1 10-Q filings, assist the Company winding down certain legacy business issues and provide the Company with access to files and records.

k)	~~On March 13, 2015, the Company issued 75,000,000 common shares upon the issuance of $3,750 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b).~~

l)	~~On March 17, 2015, the Company issued 75,000,000 common shares upon the issuance of $3,750 of principal of the July 15, 2013 convertible debenture. Refer to Note 3(b).~~

m)	On March 18, 2015, the Company issued 83,000,000 common shares upon the issuance of $1,490 of principal of the July 15, 2013 convertible debenture and $2,660 of accrued and unpaid interest. Refer to Note 3(b).

n)	~~On March 24, 2015, the Company issued 87,000,000 common shares upon the issuance of $4,350 of principal of the October 4, 2013 convertible debenture. Refer to Note 3(c).~~

o)	~~On March 25, 2015, the Company issued 87,000,000 common shares upon the issuance of $4,350 of principal of the October 4, 2013 convertible debenture. Refer to Note 3(c).~~

On April 1, 2015, the Company issued a draw-down convertible promissory note to a non-related party in the principal amount of up to $600,000. Under the terms of the promissory note, the amount is unsecured, bears interest at 10% per annum, and is due on April 1, 2016. The note is convertible into shares of common stock at a conversion rate of 50% of the average of the three lowest end-of-day closing prices of the Company's common stock for the twenty-five trading days prior to the date the holder elects to convert all or part of the promissory note.

On April 1, 2015, the Company consented to the assignment of the February 18, 2014 and the October 4, 2013 convertible debentures. According to the terms of the assignment agreement, the February 18, 2014 note was sold to the purchaser and simultaneously exchanged for a new note (the "New February Note"). In accordance with the exchange, The New February Note was deemed to have been issued February 18, 2014, and carried substantially the same terms as the original note, with the following exceptions: the New February bears 0% interest, and the overall ownership of the purchaser at any one moment shall be limited to 9.99% of the issued and outstanding shares of our common stock. The purchaser also entered into an agreement with original debenture holder, granting the purchaser the exclusive right to acquire the October 4, 2013 note, on or before May 7, 2015

On April 2, 2015, the Company entered into an equity line of credit (ELOC) up to $4,000,000 with a non-related party, which allows the Company to "put" shares to the debtor at a 20% discount to the lowest trading price over the five consecutive trading days immediately succeeding the applicable Put Notice Date. The ELOC requires the filing of a registration statement prior to the funds becoming available to the Company. Once the registration is filed, funding under the ELOC occurs at the discretion of the Company. The minimum amount of the Put Notice is restricted to $5,000 and the maximum to 100% of the average of the daily trading dollar volume for the ten consecutive trading days immediately prior to the Put Notice Date but not to exceed an accumulated amount per month of $150,000 unless prior approval is obtained.

s)	On April 3, 2015, two shareholders of the Company agreed to convert 422,000,000 shares of common stock into 2,215,500 shares of Class B Preferred Stock at the request of the Company, to facilitate the closing of the other transactions herein described.

On April 6, 2015, the Company entered into a Common Stock Purchase Warrant agreement with a non-related party providing the holder the right to purchase shares of common stock of the Company by investing up to $50,000 into new shares of common stock at a price of $0.001 per share for a period of five years. This warrant agreement was negotiated as part of the draw-down convertible promissory note as described in Note 7(p).

u)	~~On April 10, 2015, the Company issued 149,844,444 common shares upon the issuance of $6,743 of principal of the February 18, 2014 convertible debenture. Refer to Note 3(d).~~

~~F-14~~

~~- 33 -~~

~~ITEM 9.~~

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

None.

ITEM 9A.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, ~~2014.~~2015. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, ~~2013~~2015 using the criteria established in "Internal Control - Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31, ~~2013,~~2016, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

We do not have an Audit Committee– While not being legally obligated to have an audit committee, it is the management's view that such a committee, including a financial expert member, is an utmost important entity level control over the Company's financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management's activities.

We did not maintain appropriate cash controls– As of December 31, ~~2014,~~2016, we do not maintained sufficient internal controls over financial reporting for the cash process, including failure to segregate cash handling and accounting functions, and did not require dual signature on our bank accounts. Alternatively, the effects of poor cash controls were mitigated by the fact that we have limited transactions in our bank accounts.

We did not implement appropriate information technology controls– As at December 31, ~~2014,~~2016, we retain copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of our data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

4.	We have an inadequate number of personnel with requisite expertise in the key fuhave appropriate designed and operating entity level controls including risk assessment, information and communication; monitoring, and financial reporting.

Accordingly, we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company's internal controls.

~~- 34 -~~

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As a result of the material weaknesses described above, did not maintain effective internal control over financial reporting as of December 31, ~~2014~~2015 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Continuing Remediation Efforts to address deficiencies in Company's Internal Control over Financial Reporting

Once the Company is engaged in a business of merit and has sufficient personnel available, then our Board of Directors, in particular and in connection with the aforementioned deficiencies, will establish the following remediation measures:

1.	Our Board of Directors will nominate an audit committee or a financial expert on our Board of Directors.

2.	We will appoint additional personnel to assist with the preparation of our monthly financial reporting, including preparation of the monthly bank reconciliations.

Changes in Internal Control over Financial Reporting

During the quarter ended December 31, ~~2014,~~2016, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the our internal control over financial reporting.

ITEM 9B.

OTHER ~~INFORMATION.~~ INFORMATION.DATA

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our directors serve until their successor is elected and qualified. Our officers are appointed by our board of directors.

The following table provides the names, positions and ages of our directors and officers:

Name	Age			Position
Paul Rauner (resigned February 18, 2016)		47	46	President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and sole Member of our Board of Directors

Vikram Grover (as of February 18, 2016)		47		President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer and Member of our Board of Directors

Barbara Laken		62		Director, Secretary

David Dorwart		58		Director

We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in our control. We are not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government.

Set forth below is a brief description of the background and business experience of Paul Rauner, our sole officer and director.

Paul Rauner

Paul Rauner ~~became~~was our sole officer and director on from,March 9, ~~2015. Mr. Rauner~~2015 to February 18, 2016. He is ~~an officer, director and~~the controlling shareholder of SirenGPS, a privately-held emergency management technology company. Following the execution of the Strategic Expansion Agreement, SirenGPS became our controlling shareholder, making Mr. Rauner a controlling shareholder of the Company. Mr. Rauner served as Chief Executive Officer and Chairman of SirenGPS from January 2012 to January 2015, and currently serves as Executive Director and Chairman of SirenGPS. Mr. Rauner is also Chief Operating Officer of Gremln, Inc., which provides social media compliance to companies in the financial sector. Mr. Rauner is an adjunct professor at the Boston University School of Medicine Healthcare Emergency Management Masters Degree Program (BU HEM), a terminal masters degree program that trains professionals to serve as emergency management professionals at the enterprise level in the public and private sectors. Mr. Rauner received a B.A. in Philosophy from Calvin College in 1992 and a Juris Doctor with distinction from the University of Iowa College of Law in 1997. Mr. Rauner previously served in a variety of capacities providing risk management consulting and insurance placement services, including as President of Rauner Risk Services, Inc. from 2005 to 2013; General Counsel to the NASDAQ Insurance Agency, a subsidiary of the NASDAQ Stock Market from 2003 to 2005; and Assistant Director, Legal at AON Corporation from 2001 to 2003. Based on the foregoing, we determined that Mr. Rauner was duly qualified to serve as the sole member of our Board of Directors.

~~- 35 -~~

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Vikram Grover

Vikram Grover has over twenty-years track record as a leading thought provider and research analyst in the financial markets covering the emerging communications provider and technology sectors. Since February 18, 2016, he is the CEO of Good Gaming, Inc., acquired by the Company in at that time. He is also a consultant under the DBA “IX Advisors”. IXA is a management consulting and corporate strategy provider to emerging growth companies in the communications, Internet and digital media markets, leveraging a diverse network of C-level executives, sales and distribution channels, technology providers, and investors. From November 2006 to July 2015, he was Senior Managing Director Investment Banking, for Source Capital Group, focusing on emerging growth companies particularly in the telecom, Internet and digital media sectors. Previous to that, he was Managing Director, Investment Banking at MCF Corp., and Senior VP, Equity Research at Thomas Weisel Partners coverage of emerging communications providers and Internet infrastructure companies. From 2003 to 2005, he was a Principal, Equity Research at Needham & Co. From 1998 to 2005, he served as Director of Research at Kaufman Bros., LP a TMT boutique investment banking firm, and from 1995 to 1998, he served as a Research Analyst at Sterne Agee. Mr. Grover received his M.S. in Management from Georgia Institute of Technology with a focus in investment banking and finance, and his B.A. in Marketing from the University of California, San Diego, majoring in Marketing and Communications, with minors in Calculus and Latin.

Barbara Laken

Barbara Laken is a sucessful licensed real estate broker since 1997, Barbara has been buying and selling real estate since moving to Chicago from the New York area. She has developed a soon to be released website called “Location Ovation,” designed to give residents a platform to promote the unique features that define their communities via continuous, real time posts. She graduated from Long Island University with a B.S. in Elementary Education.

David Dorwart

David Dorwart from January 2011 to the present, is the Chairman of the Board of Assist Wireless, a company based in Fort Worth, Texas that is leading provider of lifeline phone service for individuals and families who qualify for government assistance. They are one of the fastest growing wireless providers in the telecommunications industry targeting the unbanked/under-banked and credit-challenged consumer demographic. In addition, Mr. Dorwart, since 2010, is the President and CEO of Acacia Energy, LLC. A provider of electric service to Customers in the Texas deregulated areas. We service both residential and small commercial business. He is also since 2010, the CEO of PayGo Distributors, LLC, a distribution company with over 100 Independent Sales Organizations under their management. PayGO focuses on distributing prepaid Electric, Home Phone and Wireless Services to residential Customers within the United States. Since 2009, he is the CEO of Britton & Associates, a full service Construction Consulting Firm. They specialize in the resolution of construction claims and construction disputes throughout the United States. From 1999 to 2009 He was the Founder, President & CEO of dPi Teleconnect/dPi Energy, LLC. He graduated from University of Delaware with a B.S. in Business.

Involvement in Certain Legal Proceedings

During the past ten years, Mr. ~~Rauner has~~Grover or Ms. Laken have not been the subjects of the following events:

1.	A1.A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

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2.	Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii)

Engaging in any type of business practice; or

	iii)	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.	The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5.	Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

6.	Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.	Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; or

ii)

~~ii)~~

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

	iii)	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

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Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.

Audit Committee

We do not have a separately designated audit committee. Accordingly, our board of directors is deemed our audit committee as provided for under the Sarbanes-Oxley Act of 2002.

~~- 36 -~~

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as Exhibit 14.1 to our Form 10-K for the period ended December 31, ~~2009.~~2015.

Disclosure Committee

We do not have a disclosure committee or disclosure committee charter. Our disclosure committee is effectively comprised of our ~~sole director,~~directors, Mr. ~~Paul Rauner.~~David Dorwart and Barbara Laken.

Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms we received, we believe that during the fiscal year ended December 31, ~~2014,~~2016, all such filing requirements applicable to our officers and directors were complied with. Mr. Rauner our current sole officer and director has not filed his Form 3 as of the date of this report. We expect him to file the same shortly.

Director Independence

We have noone independent ~~directors.~~director, Mr. David Dorwart.

Family Relationships

There are no family relationships between any of the officers, directors, or consultants. Barbara Laken, one of our directors is the wife of the Chairman and CEO of CMG Holdings our majority and control shareholder.

Conflicts of Interest

Our officers and directors will devote time to projects that do not involve us.

~~Paul Rauner, our sole officer and director controls SirenGPS, Inc and certain of its affiliates, which may compete with us until the intellectual property license becomes exclusive.~~

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ITEM 11.

~~EXECUTIVE~~

EXECUTIVE COMPENSATION.

The following table sets forth the compensation paid by us for the last two fiscal years ending December 31, ~~2014~~2016 for each of our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.

~~Executive Officer Compensation Table~~

Executive Officer Compensation Table
						Non-Equity	Nonqualified Deferred
Name and		Salary	Bonus	Stock Awards	Option Awards	Incentive Plan Compensation	Compensation Earnings	All Other Compensation	Total
Principal Position	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Vikram Grover	2016	80,000	0	0	0	0	0	0 [1]	0
Barbara Laken	2016	0	0	0	0	0	0	0 [1]	0
Paul Rauner	2016	0	0	0	0	0	0	0 [1]	0
President/CEO/CFO	2015	0	0	0	0	0	0	0 [1]	0
Tassos Recachinas	2016	0	0	0	0	0	0	0	0
President/CEO/CFO (Resigned 3-9-2015)	2015	60,000	0	0	0	0	0	60,000 [1]	120,000

Name and
Principal Position
Year
Salary
(US$)
Bonus
(US$)
Stock
Awards
(US$)
Option
Awards
(US$)
Non-Equity
Incentive Plan
Compensation
(US$)
Nonqualified
Deferred
Compensation
Earnings
(US$)
All Other
Compensation
(US$)
Total
(US$)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)

Paul Rauner 2014 0 0 0 0 0 0
0^1]
0
President/CEO/CFO 2013 0 0 0 0 0 0
0^1]
0

Tassos Recachinas 2014 60,000 0 0 0 0 0
60,000^[1]
120,000
President/CEO/CFO
(Resigned 3-9-2015)
2013 45,000 0 0 0 0 0
45,000^[1]
90,000

[1] Represents cash consideration in connection with consulting services.

~~- 37 -~~

We have not entered into any written employment agreements with any of our officers. We may enter into employment agreements in the future.

The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.

There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

Compensation of Directors

The members of our board of directors are not compensated for their services as directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts. The following table sets forth compensation paid to our directors from inception to our year end on December 31, ~~2014.~~2016. Since that time, we have not paid any compensation to any director.

~~Director's Compensation Table~~

Executive Officer Compensation Table
						Non-Equity	Nonqualified Deferred
Name and		Salary	Bonus	Stock Awards	Option Awards	Incentive Plan Compensation	Compensation Earnings	All Other Compensation	Total
Principal Position	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Barbara Laken	2016	0	0	0	0	0	0	0 [1]	0
David Dorwart	2016	0	0	0	0	0	0	0 [1]	0
Paul Rauner	2016	0	0	0	0	0	0	0 [1]	0
President/CEO/CFO	2015	0	0	0	0	0	0	0 [1]	0
Tassos Recachinas	2016	0	0	0	0	0	0	0	0
President/CEO/CFO (Resigned 3-9-2015)	2015	0	0	0	0	0	0	0 [1]	0

Name
(a)
Fees Earned
Or Paid in
Cash
(US$)
(b)
Stock
Awards
(US$)
(c)
Option
Awards
(US$)
(d)
Non-Equity
Incentive Plan
Compensation
(US$)
(e)
Nonqualified
Deferred
Compensation
Earnings
(US$)
(f)
All Other
Compensation
(US$)
(g)
Total
(US$)
(h)

Paul Rauner
0 0 0 0 0 0 0

Tassos Recachinas
(Resigned 3-15-2015)
0 0 0 0 0 0 0

~~Long-Term Incentive Plan Awards~~

We do not currently have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Indemnification

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

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ITEM 12.

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

The following ~~table sets~~tables set forth the ownership, as of the date of this ~~report,~~prospectus, of our common stock by each person known by us to be the ~~total~~beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned ~~beneficially~~ by ~~our officers, directors, both individually~~such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and ~~as a group, and~~under applicable community property laws, we believe that the beneficial owners of ~~5% or more of~~ our ~~total outstanding shares. The stockholder~~common stock listed below ~~has direct ownership of his/her shares and possess~~have sole voting and ~~dispositive~~investment power with respect to the shares ~~unless otherwise noted.~~shown.

SECURITY OWNERSHIP OF BENEFICIAL OWNERS:

~~- 38 -~~

Number of

Percentage

Number of Class A

Percentage

Number of Class B

Percentage

Name and Address Beneficial Owner

Common Shares

of Ownership

Preferred Shares (1)(2)

of Ownership

Preferred Shares (1)(3)

of Ownership

CMG Holdings Group, Inc, - OTC CMGO (5)

0.00

100,000,000

61.72

2130N. Lincoln Park West, Suite 8N

Chicago, IL 60614

SECURITY OWNERSHIP OF MANAGEMENT:

Name and Address
Beneficial Owner
Number of
Common Shares
Percentage of
Ownership
Number of
Preferred Shares
Percentage of
Ownership
Paul Rauner 0
0.00%^[1]
21,900,000[1]

[1]%
9272 Olive Boulevard
St. Louis, MO 63132

All officers and directors as a group
(1 individual)
0 0.00% 21,900,000

Tassos Recachinas 373,835,496[2]
24.9%^[2]
1,165,500[2]
501 Kings Highway East, #108 [2]%
Fairfield, CT 06825

	Number of		Percentage			Number of Class A			Percentage			Number of Class B		Percentage
Name and Address Beneficial Owner	Common Shares		of Ownership			Preferred Shares (1)(2)			of Ownership			Preferred Shares (1)(3)		of Ownership

Paul Rauner		0		0.00	%		7,500.000	(4)		100.00	%		800,000		0.53	%
9272 Olive Boulevard
St. Louis, MO 63132

Vikram Grover		0		0.00	%		0			0.00	%		8,663,279		5.53	%
111 N 4th Avenue
St. Charles, IL 60174

Barbara Laken (5)		0		0.00	%		0			0.00	%		100,000,000		61.72	%
2130N. Lincoln Park West, Suite 8N
Chicago, IL 60614

David Dorwart		0		0.00	%		0			0.00	%		20,000,000		12.34	%
11011 Brooklet Dr., Suite 220
Houston, TX 77099


All officers and directors as a group		0		0.00	%		0			100.00	%		1,659,073		80.00	%

[1] Our Articles of Incorporation authorize us to issue up to 450,000,000 shares of preferred stock, $0.001 par value. Of the 450,000,000 authorized shares of preferred stock, the total number of shares of Class A Preferred Shares the Corporation shall have the authority to issue is Two-Hundred -Forty-Nine Million-Nine-Hundred-Ninety-Nine Thousand (249,999,000), with a stated par value of $0.001 per share, the total number of shares of Class B Preferred Shares the Corporation shall have the authority to issue is Two-Hundered-Million (200,000,000), with a stated par value of $0.001 per shareand the total number of shares of Class C Preferred Shares the Corporation shall have the authority to issue is One Thousand (1,000,000), with a stated par value of $0.001 per share,, . Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences and sinking fund terms. We believe that the Board of Directors' power to set the terms of, and our ability to issue, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future. The issuance of preferred stock, however, could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring or preventing a change in control of our company.

[2] As of April 13, 2017, we had 7,500,000 shares of our Class A preferred stock issued and outstanding. The 7,500,000 issued and outstanding shares of Class A Preferred Stock are convertible into shares of common stock at a rate of 20 common shares for each one Class A Preferred Share.

[3] As of April 13, 2017, we had 162,028,779 shares of Class B preferred stock issued and outstanding. The 162,028,779 issued and outstanding shares of Class B Preferred Stock are convertible into shares of common stock at a rate of 200 common shares for each one Class B Preferred Share. If all of our Class A Preferred Stock and Class B Preferred Stock was converted into shares of common stock, the number of issued and outstanding shares of our common stock will increase by 32,555,755,800 shares.

~~[1]~~

[4] Owned by Siren GPS, a private corporation owned and controlled by Paul Rauner, our ~~sole~~former officer and director. ~~Comprised~~

[5] Barbara Laken, one of ~~14,400,000 shares of Class B Preferred Stock (comprising 91%~~our directors is the wife of the ~~Class B Preferred Stock outstanding)~~Chairman and ~~7,500,000 shares~~CEO of Class A Preferred Stock (comprising 100% of the Class A Preferred Stock outstanding). Class A Preferred Stock is convertible into shares of common stock at a rate of 20 shares of common stock for each share of Class A Preferred Stock. Class A Preferred Stock entitles the holder to 100 votes per share of Class B Preferred stock on matters subject to a vote of the common shareholders. Class B Preferred Stock is convertible into shares of common stock at a rate of 200 shares of common stock for each share of Class B Preferred Stock. Class B Preferred Stock entitles the holder to 1,000 votes per share of Class B Preferred stock on matters subject to a vote of the common shareholders. SirenGPS, through its current holdings of Class A Preferred stockCMG Holdings Group, Inc,.our majority and Class B Preferred stock, currently controls 83.1% of the vote on all matters submitted to shareholders. Assuming the conversion of all shares of Class A Preferred Stock and Class B Preferred Stock into shares of common stock, Mr. Rauner's beneficial ownership of our fully diluted common stock would be 62.1%.control shareholder.

~~[2]~~

Of the 373,835,496 shares beneficially owned by Tassos Recachinas, our former President, 299,600,496 shares of common stock are directly held by Hillwinds Ocean Energy, LLC ("HOEL"), an affiliate, while 74,235,000 shares of common stock held directly by Mr. Recachinas. The 1,165,500 shares of preferred stock are owned directly by HOEL, and are comprised of 1,165,500 shares of Class B Preferred Stock, constituting 7% of the Class B Preferred Stock outstanding. Assuming the conversion of all shares of Class B Preferred Stock into shares of common stock, Mr. Recachinas beneficial ownership of our fully diluted common stock would be 12.2%.

We are not categorized as a "shell company" as that term is defined in Reg. 405 of the Act. A "shell company" is a corporation with no or nominal assets or its assets consist solely of cash, and no or nominal operations.

Table of Content

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

As of December 10, 2012, through our wholly-owned Canadian subsidiary, HDS Energy and Ecosystems NB, Ltd., we entered into a new technology license agreement with HEDC, which expands the geographic territory under our previous technology licenses. All previous license agreements between HDS and HEDC, including the license under asset acquisition agreement dated August 15, 2011, and the intellectual property agreement consummated October 7, 2011 (dated September 2, 2012) have been terminated and superseded in their entirety by the new license agreement (the "NB Provincial License").

The NB Provincial License expands our exclusive geographic territory to cover the entire Province of New Brunswick, Canada, as compared to the previous exclusive geographic territory under our other licenses, which was defined as Back Bay, New Brunswick, Canada, and any geography within 50 miles from the center of Back Bay, with the boundary on the west being the border with the State of Maine in the United States.

~~The financial terms of the NB Provincial License transaction to expand our geographic territory were deemed immaterial, with no cash or securities paid or owed by~~31, 2016, the Company had related party notes payable due to ~~HEDC. HEDC is~~affiliate and etities controlled by ~~the Company's officers and directors, who also control the majority~~David Dorwart, our outside director of ~~the Company's basic and fully diluted shares of common stock, and accordingly this transaction was classified as a related-party transaction and was not conducted at arm's-length.~~

~~- 39 -~~

In determining the consideration for the NB Provincial License, we considered the expanded geographic coverage of the license and new license term. Based upon those factors, we determined that the consideration for the NB Provincial License was more favorable to us than could be obtained from and independent third party, however, we did not obtain any independent opinion as to the appropriateness of the consideration paid to HEDC.

As at December 31, 2014, the Company owed $402,219 to Hillwinds Ocean Energy, LLC ("HOEL"), a company controlled by our President, the amounts owing unsecured, bearing interest at 10% per annum, and due August 16, 2012. During 2014, the Company repaid $0 of accrued interest and $0 of principal under the obligation. As at December 31, 2014, the Company has recorded accrued interest of $102,219.$163,440.

In conjunction with the March 5, 2015 General Release Agreements, we agreed to settle any and all amounts owing to our at-the-time President and CEO in exchange for those certain shares of our newly-issued shares of our common stock, eliminating liabilities from our balance sheet.

In conjunction with the March 9, 2015 Strategic Expansion Agreement, we agreed to settle in full and extinguish all amounts we owed to HOEL under that certain promissory note we issued to HOEL on August 16, 2011 (approximately $407,397) in exchange for transferring, conveying, assigning and delivering to HOEL: (i) all our rights, title and interests under that certain NB Provincial License entered into December 10, 2012 (the "NB Provincial License"), relating to, among other things, technologies for gas exchange, carbon dioxide capture and sequestration, algae biomass production and other renewable energy and eco-sustainability applications (the "Eco-Technologies"), (ii) all our rights, title and interests under that certain exclusivity agreement with the City of Saint John, NB, Canada entered into November 30, 2012 (the "Saint John Contract"), relating to Eco-Technologies, and (iii) three hundred forty two million one hundred fifty thousand four hundred ninety six (342,150,496) newly-issued restricted shares of common stock. The shares of common stock were issued to HOEL partially in exchange for the full conversion and retirement of the HOEL Note. Additionally, we entered into a License Assignment Approval and Consent Agreement with Hillwinds Energy Development Corp., a Connecticut corporation ("HEDC"), under which we agreed to transfer, assign and convey all rights, title and interests in we had in that certain exclusivity agreement with the City of Saint John, NB, Canada dated November 30, 2012 to Hillwinds Ocean Energy, LLC, a Connecticut limited liability company ("HOEL"), for certain good and valuable consideration, exiting us from the renewable energy and eco-sustainability technologies development business.

Additionally, in conjunction with the Strategic Expansion Agreement, Mr. Recachinas resigned as a Director and from all executive officer positions he held with us and Mr. Paul Rauner ("Mr. Rauner") was appointed to the positions of President, CEO, CFO, Secretary, Treasurer and Director. Effective March 9, 2015, we entered into a consulting agreement (the "Consulting Agreement") with Tassos Recachinas, pursuant to which Mr. Recachinas will provide certain transitional services in conjunction with the Strategic Expansion Agreement.

Tassos Recachinas was our only promoter until he resigned on March 6, 2015. Mr. Paul Rauner was our only promoter. until February 18, 2016. Vikram Grover is our only current promoter.

Other than the foregoing transaction, none of our directors or executive officers, nor any person who owned of record or was known to own beneficially more than 5% of our outstanding shares of common stock, nor any associate or affiliate of such persons or companies, have any material interest, direct or indirect, in any transaction that has occurred during the past fiscal year, or in any proposed transaction, which has materially affected or will affect us.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manor:

- ~~Disclosing such transactions in reports where required;~~

-	Disclosing such transactions in reports where required;

- ~~Disclosing in any and all filings with the SEC, where required;~~

-	Disclosing in any and all filings with the SEC, where required;

- ~~Obtaining disinterested directors consent; and~~

-	Obtaining disinterested directors consent; and

- ~~Obtaining shareholder consent where required.~~

-	Obtaining shareholder consent where required.

~~- 40 -~~

Table of Content

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND ~~SERVICES.~~SERVICES

(1)	Audit and Audit Related Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2014 $ 10,750 M&K CPAS, PLLC
2013 $ 14,000 M&K CPAS, PLLC

FISCAL YEAR ENDED DECEMBER 31,	AMOUNT		PRINCIPAL ACCOUNTING FIRM
2016	$	5,500.00	BOYLE CPA, LLC
2015	$	5,500.00	ENTERPRISE CPAS

(2)

Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2014 $ 0 M&K CPAS, PLLC
2013 $ 0 M&K CPAS, PLLC

FISCAL YEAR ENDED DECEMBER 31,	AMOUNT		PRINCIPAL ACCOUNTING FIRM
2016	$	-	BOYLE CPA, LLC
2015	$	-	ENTERPRISE CPAS

(3)	All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2014 $ 0 M&K CPAS, PLLC
2013 $ 0 M&K CPAS, PLLC

FISCAL YEAR ENDED DECEMBER 31,	AMOUNT		PRINCIPAL ACCOUNTING FIRM
2016	$	-	BOYLE CPA, LLC
2015	$	-	ENTERPRISE CPAS

(4)	Our audit committee's pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approved all accounting related activities prior to the performance of any services by any accountant or auditor.

(5)	The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was 0%.

~~- 41 -~~

Table of Content

PART IV

ITEM 15.

EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES.

Exhibit Incorporated by reference Filed
Number Description of Exhibit Form Date Number herewith
3.1 Articles of Incorporation. S-1 3/24/09 3.1
3.2 Bylaws. S-1 3/24/09 3.2
3.3 Amended and Restated Articles of Incorporation. 8-K 6/14/11 3.1a
3.4 Amended and Restated Articles of Incorporation. 8-K 8/17/11 3.1
10.1 Promissory Note with Hillwinds Ocean Energy, LLC. 8-K 8/17/11 10.2
10.2 Settlement Agreement and General Mutual Release with Serik Enterprises, Inc. 10-Q 11/21/11 10.14
10.3 Draw Down Convertible Promissory Note. 10-Q 11/21/11 10.15
10.4 Intellectual Property License Agreement with Hillwinds Energy Development Corporation. 10-K 4/16/12 10.1
10.5 Exclusivity and Feasibility Study Agreement with City of Saint John. 8-K 12/05/12 10.1
10.6 Intellectual Property License Agreement with Hillwinds Energy Development Corporation dated December 10, 2012. 8-K 12/12/12 10.1
10.7 Consulting Agreement with The Holden Group. 8-K 1/03/13 10.1
10.8 Restructuring Agreement with Dennis Holden. 8-K/A 2/14/13 10.1
10.9 Restructuring Agreement with Stephen Walker. 8-K/A 2/14/13 10.2
10.10 Restructuring Agreement with Lance Warren. 8-K/A 2/14/13 10.3
10.11
Exchange Note Purchase Agreement between Jabro Funding Corp. and Iconic
Holdings, LLC dated March 31, 2015.
10-K 4/15/15 10.1
10.12
Exchange Note Purchase Agreement with Iconic Holdings, LLC dated April 1,
2015.
10-K 4/15/15 10.2
10.13 Convertible Promissory Note with Iconic Holdings, LLC dated April 1, 2015. 10-K 4/15/15 10.3
10.14
Investment Agreement (ELOC) and Registration Rights Agreement with Iconic
Holdings, LLC dated April 2, 2015.
10-K 4/15/15 10.4
10.15 Common Stock Purchase Warrant with Iconic Holdings, LLC dated April 6, 2015. 10-K 4/15/15 10.5
10.16
Stock Conversion and Subscription Agreement with Hillwinds Ocean Energy,
LLC dated April 3, 2015.
10-K 4/15/15 10.6
10.17
Stock Conversion and Subscription Agreement with SirenGPS, Inc. dated
April 3, 2015.
10-K 4/15/15 10.7
14.1 Code of Ethics. 10-K 3/29/11 14.1
23.1 Consent of M&K CPAS, PLLC
21.1 List of Subsidiaries. S-1/A-1 1/17/13 21.1
31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X
101.INS XBRL Instance Document. X
101.SCH XBRL Taxonomy Extension – Schema. X
101.CAL XBRL Taxonomy Extension – Calculations. X
101.LAB XBRL Taxonomy Extension – Labels. X
101.PRE XBRL Taxonomy Extension – Presentation. X
101.DEF XBRL Taxonomy Extension – Definition. X

Exhibit		Incorporated by reference			Filed
Number		Form	Date	Number	herewith

3.1	Articles of Incorporation.	S-1	3/24/09	3.1

3.2	Bylaws.	S-1	3/24/09	3.2

3.3	Amended and Restated Articles of Incorporation.	8-K	6/14/11	3.1a

3.4	Amended and Restated Articles of Incorporation.	8-K	8/17/11	3.1

10.1	Exchange Note Purchase Agreement between Jabro Funding Corp. and Iconic Holdings, LLC dated March 31, 2015.	10-K	4/15/15	10.1

10.2	Exchange Note Purchase Agreement with Iconic Holdings, LLC dated April 1,2015.	10-K	4/15/15	10.2

10.3	Convertible Promissory Note with Iconic Holdings, LLC dated April 1, 2015.	10-K	4/15/15	10.3

10.4	Investment Agreement (ELOC) and Registration Rights Agreement with Iconic Holdings, LLC dated April 2, 2015.	10-K	4/15/15	10.4

10.5	Common Stock Purchase Warrant with Iconic Holdings, LLC dated April 6, 2015.	10-K	4/15/15	10.5

10.6	Stock Conversion and Subscription Agreement with Hillwinds Ocean Energy, LLC dated April 3, 2015.	10-K	4/15/15	10.6

10.7	Stock Conversion and Subscription Agreement with SirenGPS, Inc. dated April 3, 2015.	10-K	4/15/15	10.7

10.8	Promissory Note issued to HGT Capital LLC. dated April 15, 2015	8-K	4/21/15	10.1

14.1	Code of Ethics.	10-K	3/29/11	14.1

21.1	List of subsidiaries	S-1/A-1	1/17/13	21.1

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension – Schema.				X
101.CAL	XBRL Taxonomy Extension – Calculations.				X
101.LAB	XBRL Taxonomy Extension – Labels.				X
101.PRE	XBRL Taxonomy Extension – Presentation.				X
101.DEF	XBRL Taxonomy Extension – Definition.				X

~~- 42 -~~

Table of Content

~~SIGNATURES~~

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized on this 17^th ~~day of April, 2014.~~

		~~HDS INTERNATIONAL CORP.~~
	~~(the "Registrant")~~
SIGNATURES
	~~BY:~~	~~PAUL RAUNER~~
		~~Paul Rauner~~
		~~President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, Secretary/Treasurer and sole member of the Board of Directors~~

Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following person on behalf of the Registrant and in the capacities and on the date indicated.

~~Signature~~	~~Title~~	~~Date~~

~~PAUL RAUNER~~						~~President, Principal Executive Officer, Principal~~	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 on this 17th day of April ~~17, 2015~~2017.
~~Paul Rauner~~		~~Financial Officer, Principal Accounting Officer,~~
		~~Secretary/Treasurer~~	GOOD GAMING, INC.
			(the "Registrant")

Date: April 17, 2017			By:	/s/VIKRAM GROVER
				President, Director, Chief Executive Officer & Chief Financial Officer
				(Principal Executive Officer)
				(Principal Financial Officer and ~~sole member of the Board~~Principal Accounting Officer)


Pursuant to the requirements of ~~Directors~~the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the date indicated.

Signature		Title			Date

/s/VIKRAM GROVER		President, Director, Chief Executive Officer & Chief Financial Officer			April 17, 2017
Vikram Grover		(Principal Executive Officer)
		(Principal Financial Officer and Principal Accounting Officer)

/s/BARBARA LAKEN		Director			April 17, 2017
Barbara Laken

/s/ DAVID DORWART		Director			April 17, 2017
David Dorwart

Table of Content

EXHIBIT INDEX

Exhibit		Incorporated by reference			Filed
Number		Form	Date	Number	herewith
3.1	Articles of Incorporation.	S-1	3/24/09	3.1
3.2	Bylaws.	S-1	3/24/09	3.2
3.3	Amended and Restated Articles of Incorporation.	8-K	6/14/11	3.1a
3.4	Amended and Restated Articles of Incorporation.	8-K	8/17/11	3.1
10.1	Exchange Note Purchase Agreement between Jabro Funding Corp. and Iconic Holdings, LLC dated March 31, 2015.	10-K	4/15/15	10.1
10.2	Exchange Note Purchase Agreement with Iconic Holdings, LLC dated April 1,2015.	10-K	4/15/15	10.2
10.3	Convertible Promissory Note with Iconic Holdings, LLC dated April 1, 2015.	10-K	4/15/15	10.3
10.4	Investment Agreement (ELOC) and Registration Rights Agreement with Iconic Holdings, LLC dated April 2, 2015.	10-K	4/15/15	10.4
10.5	Common Stock Purchase Warrant with Iconic Holdings, LLC dated April 6, 2015.	10-K	4/15/15	10.5
10.6	Stock Conversion and Subscription Agreement with Hillwinds Ocean Energy, LLC dated April 3, 2015.	10-K	4/15/15	10.6
10.7	Stock Conversion and Subscription Agreement with SirenGPS, Inc. dated April 3, 2015.	10-K	4/15/15	10.7
10.8	Promissory Note issued to HGT Capital LLC. dated April 15, 2015	8-K	4/21/15	10.1
14.1	Code of Ethics.	10-K	3/29/11	14.1
21.1	List of subsidiaries	S-1/A-1	1/17/13	21.1
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension – Schema.				X
101.CAL	XBRL Taxonomy Extension – Calculations.				X
101.LAB	XBRL Taxonomy Extension – Labels.				X
101.PRE	XBRL Taxonomy Extension – Presentation.				X
101.DEF	XBRL Taxonomy Extension – Definition.				X

~~- 43 -~~

~~EXHIBIT INDEX~~

~~- 44 -~~

~~[x]~~		UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
		Washington, D. C. 20549


		Form 10-K


	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
		THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014~~

~~Nevada~~

		For the Fiscal year ended December 31, 2016


			Commission File Number: 000-53949


		Good Gaming, Inc.
			(~~State~~Exact name of registrant as specified in its charter)


	Nevada			26-3988293
	(State or other jurisdiction of incorporation)			(IRS Employer Identification Number)



2130 N. Lincoln Park West, Suite 8N
Chicago, Illinois		60614
(Address of principal executive offices and Zip Code)		(Zip Code)


	(773) 698-6047
	(Registrant's telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:		Securities registered pursuant to section 12(g) of the Act:
NONE		COMMON STOCK

Large Accelerated Filer	[ ]	Accelerated Filer	[ ]
Non-accelerated Filer (Do not check if a smaller reporting company)	[ ]	Smaller Reporting Company	[x]

			~~Page~~TABLE OF CONTENTS
		Page
PART I
Item 1	Business.	3
Item 1A.	Risk Factors.	5
Item 1B.	Unresolved Staff Comments.	5
Item 2.	Properties.	5
Item 3.	Legal Proceedings.	5
Item 4.	Mine Safety Disclosures.	5

PART III


~~Item 1.~~	~~Business.~~	3

~~Item 1A.~~	~~Risk Factors.~~	7

~~Item 1B.~~	~~Unresolved Staff Comments.~~	7

~~Item 2.~~	~~Properties.~~	7

~~Item 3.~~	~~Legal Proceedings.~~	7

~~Item 4.~~	~~Mine Safety Disclosures.~~	7

	~~PART II~~

Item 5.	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	8 6

Item 6.	Selected Financial Data.	14 10

Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operation.	14 10

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	18 13

Item 8.	Financial Statements and Supplementary Data.	19 13

Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	34 29
Item 9A.	Controls and Procedures.	29
Item 9B.	Other Information.	30

~~Item 9A.~~PART III			~~Controls and Procedures.~~	34

~~Item 9B.~~	~~Other Information.~~	35

	~~PART III~~

Item 10.	Directors, Executive Officers and Corporate Governance.	35 30

Item 11.	Executive Compensation.	37 34

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	35
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	36
Item 14.	Principal Accountant Fees and Services.	37

PART IV

Item 15.	Exhibits and Consolidated Financial Statement Schedules.	38

~~Item 13.~~Signatures	~~Certain Relationships and Related Transactions, and Director Independence.~~	39

~~Item 14.~~Exhibit Index	~~Principal Accountant Fees and Services.~~	41 40

	~~PART IV~~

~~Item 15.~~	~~Exhibits and Consolidated Financial Statement Schedules.~~	42

~~Signatures~~		43

~~Exhibit Index~~		44

2014	High Bid		Low Bid
First Quarter, Ending March 31	$	0.0039	$	0.012
Second Quarter, Ending June 30	$	0.0035	$	0.001
Third Quarter, Ending September 30	$	0.0014	$	0.0005
Fourth Quarter, Ending December 31	$	0.0008	$	0.0001

2013	High Bid		Low Bid
First Quarter, Ending March 31	$	0.0047	$	0.0037
Second Quarter, Ending June 30	$	0.0027	$	0.0027
Third Quarter, Ending September 30	$	0.0022	$	0.0022
Fourth Quarter, Ending December 31	$	0.0014	$	0.0014

	For the year ended December 31, 2014 $	For the year ended December 31, 2013 $
Cash Flows from (used in) Operating Activities	(30,016)	(103,304)
Cash Flows from (used in) Investing Activities	–	–
Cash Flows from (used in) Financing Activities	26,718	94,025
Net Increase (decrease) in Cash During Period	(3,298)	(9,279)

	December 31, 2014 $			December 31, 2013 $
ASSETS

Current Assets

Cash		73			3,371
Current portion of deferred financing costs		1,020			–

Total Current Assets		1,093			3,371

Other Assets

Deferred financing costs		–			6,685

Total Assets		1,093			10,056

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

Accounts payable and accrued liabilities		728,581			449,022
Accounts payable and accrued liabilities – related parties		304,962			143,244
Note Payable – related party, currently in default		300,000			300,000
Convertible debentures, net of unamortized discount of $36,088 and $28,384, respectively		31,952			4,116
Derivative liability		70,290			45,521

Total Current Liabilities		1,435,785			941,903

Non-Current Liabilities

Convertible debentures, net of unamortized discount of $nil and $55,603, respectively		–			4,397

Total Liabilities		1,435,785			946,300

Stockholders' Deficit

Preferred Stock Authorized: 25,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: nil preferred shares		–			–

Class A Preferred Stock Authorized: 25,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: 7,500,000 shares		7,500			7,500

Common Stock Authorized: 2,000,000,000 common shares, with a par value of $0.001 per share Issued and outstanding: 571,564,504 and 377,203,075 shares, respectively		571,564			377,203

Additional paid-in capital		296,785			381,775

Accumulated deficit		(2,310,541	)		(1,702,722	)

Total Stockholders' Equity/(Deficit)		(1,434,692	)		(936,244	)

Total Liabilities and Stockholders' Equity/(Deficit)		1,093			10,056

	Year ended December 31, 2014 $			Year ended December 31, 2013 $

Revenue		–			–

Operating Expenses

Consulting fees		384,000			420,500
General and administrative		2,945			6,115
Professional fees		33,463			52,041
Transfer agent fees		185			260

Total Operating Expenses		420,593			478,916

Income/(Loss) Before Other Expenses		(420,593	)		(478,916	)

Other Expenses

Interest expense		108,546			46,006
Loss on change in fair value of derivative liability		78,680			45,521

Total Other Expenses		187,226			91,527

Net Income/(Loss)		(607,819	)		(570,443	)

Net Income/(Loss) Per Share, Basic and Diluted		(0.00	)		(0.00	)

Weighted Average Shares Outstanding		406,443,367			377,186,685

	Preferred Stock				Common Stock				Additional Paid-in			Deficit Accumulated During the Development
			Amount				Amount		Capital			Stage			Total
		#	$			#		$		$			$			$


Balance, December 31, 2012		7,500,000		7,500		376,603,075		376,603		283,875			(1,132,279	)		(464,301	)

Issuance of shares for consulting fees		–		–		600,000		600		5,400			–			6,000

Fair value of beneficial conversion feature recorded on issuance of convertible debt		–		–		–		–		92,500			–			92,500

Net loss for the year		–		–		–		–		–			(644,602	)		(644,602	)

Balance, December 31, 2013		7,500,000		7,500		377,203,075		377,203		381,775			(1,702,722	)		(936,244	)

Fair value of beneficial conversion feature recorded on issuance of convertible debt		–		–		–		–		15,500			–			15,500

Common shares issued for conversion of debt		–		–		194,361,429		194,361		(100,490	)		–			93,871

Net loss for the year		–		–		–		–		–			(607,819	)		(607,819	)

Balance, December 31, 2014		7,500,000		7,500		571,564,504		571,564		296,785			(2,310,541	)		(1,434,692	)

	Balance, December 31, 2013 $	Conversions $	Changes in Fair Values $	Balance, December 31, 2014 $
Derivative Liability	45,521	(53,911)	78,680	70,290

	2014 $	2013 $
Net operating loss carried forward	629,340	470,989

Valuation allowance	(629,340)	(470,989)

Net deferred income tax asset	–	–

Name and Principal Position	Year	Salary (US$)	Bonus (US$)	Stock Awards (US$)	Option Awards (US$)	Non-Equity Incentive Plan Compensation (US$)	Nonqualified Deferred Compensation Earnings (US$)	All Other Compensation (US$)	Total (US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)

Paul Rauner	2014	0	0	0	0	0	0	0^1]	0
President/CEO/CFO	2013	0	0	0	0	0	0	0^1]	0

Tassos Recachinas	2014	60,000	0	0	0	0	0	60,000^[1]	120,000
President/CEO/CFO (Resigned 3-9-2015)	2013	45,000	0	0	0	0	0	45,000^[1]	90,000

Name (a)	Fees Earned Or Paid in Cash (US$) (b)	Stock Awards (US$) (c)	Option Awards (US$) (d)	Non-Equity Incentive Plan Compensation (US$) (e)	Nonqualified Deferred Compensation Earnings (US$) (f)	All Other Compensation (US$) (g)	Total (US$) (h)
Paul Rauner	0	0	0	0	0	0	0
Tassos Recachinas (Resigned 3-15-2015)	0	0	0	0	0	0	0

Name and Address Beneficial Owner	Number of Common Shares	Percentage of Ownership	Number of Preferred Shares	Percentage of Ownership
Paul Rauner	0	0.00%^[1]	21,900,000[1]	[1]%
9272 Olive Boulevard
St. Louis, MO 63132

All officers and directors as a group (1 individual)	0	0.00%	21,900,000


Tassos Recachinas	373,835,496[2]	24.9%^[2]	1,165,500[2]
501 Kings Highway East, #108				[2]%
Fairfield, CT 06825