Seaniemac International 10Q 2014 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2014

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

Commission File Number: 000-54007

Seaniemac International, Ltd.

(Exact name of registrant as specified in its charter)

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

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

(386) 409-0200

(Registrant’s telephone number, including area code)

N/A
(FormerName, former address and former fiscal year, if changed since last report)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer	[ ]	Accelerated filer	[ ]

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of December 30, 2014, there are 74,721,445 shares of common stock, $0.001 par value, outstanding.

INDEX

		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1
	Condensed Consolidated Balance Sheets September 30, 2014 (unaudited) and December 31, 2013	F-1
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013 (unaudited)	F-2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2014 and 2013 (unaudited)	F-3
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013 (unaudited)	F-4
	Notes to Condensed Consolidated Financial Statements (unaudited)	F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 4.	Controls and Procedures	11

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12
Item 3.	Defaults upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	12

SIGNATURES		13

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended December 31, 2013 as filed with the Securities and Exchange Commission on October 10, 2014, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report on Form 10-Q and in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

PART I. FINANCIAL INFORMATION

Item 1 - Financial Statements

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2014			December 31, 2013
	(Unaudited)
ASSETS
Current Assets:
Cash	$	2,417		$	6,742
Prepaid expenses and other current assets		178,053			114,989
Total Current Assets		180,470			121,731

Equipment, net		1,685			2,399

Deferred loan costs, net		21,905			20,087

Total Assets	$	204,060		$	144,217

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Convertible promissory notes and accrued interest, net	$	228,975		$	187,241
Notes payable and accrued interest		56,675			30,000
Accounts payable and accrued expenses		1,765,686			1,476,336
Loans payable and accrued interest - related parties		1,204,126			958,014
Accrued officer’s compensation		82,500			60,000
Debt derivative liabilities		690,351			-
Warrant derivative liability		513,162			-
Total Current Liabilities		4,541,475			2,711,591

Total Liabilities		4,541,475			2,711,591

Commitments and Contingencies		-			-

Stockholders’ Deficit:
Seaniemac International Ltd. Stockholders’ Deficit
Convertible Preferred Stock, $0.001 par value:
Series A: 2,500,000 shares authorized, 2,293,750 shares issued and outstanding		2,294			2,294
Series B: 1,500,000 shares authorized, 1,250,000 shares issued and outstanding		1,250			1,250
Series C: 2,000,000 shares authorized, 1,828,569 shares issued and outstanding		1,829			1,829
Series D: 100,000 shares authorized, 100,000 shares issued and outstanding, respectively		100			100
Common stock, $0.001 par value; 2,000,000,000 shares authorized, 64,300,445 and 42,170,345 shares issued and outstanding, respectively		64,300			42,170
Additional paid-in capital		82,947			204,077
Subscriptions receivable		(131	)		(131	)
Accumulated other comprehensive income (loss)		36,577			(51,635	)
Accumulated deficit		(4,051,834	)		(2,491,962	)
Total Seaniemac International Ltd. Stockholders’ Deficit		(3,862,668	)		(2,292,008	)
Non-controlling Interest		(474,747	)		(275,366	)
Total Stockholders’ Deficit		(4,337,415	)		(2,567,374	)

Total Liabilities and Stockholders’ Deficit	$	204,060		$	144,217

See the accompanying notes to unaudited condensed consolidated financial statements.

F-1

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

Gross gaming revenue	$	100,194		$	51,215		$	288,540		$	70,138

Promotional allowances		46,105			37,238			161,588			54,272

Net gaming revenue		54,089			13,977			126,952			15,866

Operating Expenses:
Selling, general and administrative expenses		344,902			415,154			1,303,199			896,337

Operating Loss		(290,813	)		(401,177	)		(1,176,247	)		(880,471	)

Other Income (Expense):
Gain (loss) on change in fair value of derivative liabilities		(300,210	)		-			204,926			-
Interest expense (including amortization of loan costs)		(206,627	)		(6,419	)		(671,135	)		(10,189	)
Realized foreign exchange gain (loss)		(223	)		(51	)		828			(1,833	)

Net Loss		(797,873	)		(407,647	)		(1,641,628	)		(892,493	)

Loss Attributable to Non-controlling Interest		65,137			85,905			199,381			175,807

Net Loss Attributable to Common Shareholders	$	(732,736	)	$	(321,742	)	$	(1,442,247	)	$	(716,686	)

Basic and Diluted Per Share Data:
Net Loss - Basic	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)
Net Loss - Diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.02	)

Weighted Average Shares Outstanding -
Basic and Diluted		57,575,085			41,887,736			48,852,551			41,412,103

See the accompanying notes to unaudited condensed consolidated financial statements.

F-2

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2014			2013			2014			2013

Consolidated net loss	$	(797,873	)	$	(407,647	)	$	(1,641,628	)	$	(892,493	)
Other comprehensive loss, net of tax:
Foreign currency translation (loss) income		82,391			(28,474	)		88,212			(21,609	)
Comprehensive loss		(715,482	)		(436,121	)		(1,553,416	)		(914,102	)
Comprehensive loss attributable to non-controlling interest		40,420			94,447			172,917			182,290
Comprehensive loss attributable to common shareholders	$	(675,062	)	$	(341,674	)	$	(1,380,499	)	$	(731,812	)

See the accompanying notes to unaudited condensed consolidated financial statements.

F-3

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss, inclusive of non-controlling interest	$	(1,641,627	)	$	(892,493	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		714			60
Interest/penalty accrued and not paid or imputed		71,343			9,269
Share based payments		98,266			151,112
Non-cash interest		375,347			-
Change in fair value of debt derivatives		(128,050	)		-
Change in fair value of warrant liability		(76,876	)		-
Amortization of debt discount and OID attributable to convertible debt		207,666			-
Amortization of deferred loan costs		14,407			1,167
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(46,680	)		6,054
Accounts payable and accrued expenses		500,585			63,238
Accrued officers’ compensation		22,500			-
Total adjustments		1,039,222			230,900
Net Cash Used in Operating Activities		(602,405	)		(661,593	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			(2,542	)
Net Cash Used in Investing Activities		-			(2,542	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short term note payable		26,530			53,000
Proceeds from issuance of convertible notes		243,585			-
Payment of loan costs		(16,225	)		(3,000	)
Proceeds from loans from related parties		225,978			639,987
Proceeds from issuance of common stock		30,000			-
Net Cash Provided By Financing Activities		509,868			689,987

Effect of foreign exchange fluctuations on cash		88,212			(21,609	)

NET (DECREASE) INCREASE IN CASH		(4,325	)		4,243

CASH - Beginning of Period		6,742			726

CASH - End of Period	$	2,417		$	4,969

SUPPLEMENTAL INFORMATION:
Cash Paid During the Period for:
Interest		-			-
Income taxes	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued in settlement of payables	$	211,234			-
Common stock issued for services	$	35,750		$	160,000
Debt derivative liability at inception	$	818,401		$	-
Warrant derivative liability at inception	$	590,038		$	-

See the accompanying notes to unaudited condensed consolidated financial statements.

F-4

SEANIEMAC INTERNATIONAL, LTD. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

September 30, 2014

(Unaudited)

1. Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Seaniemac International, Ltd. and Subsidiaries (the “Company”) have been prepared by management in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited condensed consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the SEC on October 10, 2014.

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

2. Acquisition

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

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

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

Seaniemac, is an Irish company that was incorporated on December 11, 2011. Its corporate charter authorizes 100,000 shares of one class of stock. Seaniemac has issued 100 of those shares, 70 of which we acquired from RDRD in the acquisition. Seaniemac began generating revenue during the three month period ended June 30, 2013 from its on-line gaming website that operates in the Irish market.

3. Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations since its inception. At September 30, 2014, the Company had working capital and stockholders’ deficit of $4,361,005 and $4,337,415, respectively.

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

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

F-5

4. Significant Accounting Policies Applicable to Interim Financial Statements

A. Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries which are inactive and its 70% owned subsidiary, Seaniemac. All inter-company balances and transactions have been eliminated in consolidation.

B. Subsequent Events

Management has evaluated subsequent events through the date of this filing.

C. Foreign Currency

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

D. Equipment Depreciation and Amortization

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

E. Revenue Recognition

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

F. Advertising

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

G. Stock Based Compensation Arrangements

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

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

H. Derivative Instrument Liability

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged. At September 30, 2014 and December 31, 2013, the Company did not have any derivative instruments that were designated as hedges.

F-6

I. Cash and Cash Equivalents

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

J. Use of Estimates in Preparation of Financial Statements

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

K. Earnings (loss) per common share

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

L. Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with professional standards for “Accounting for Derivative Instruments and Hedging Activities.”

Professional standards generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.”

The Company accounts for convertible instruments (when it has determined that the embedded conversion options should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features,” as those professional standards pertain to “Certain Convertible Instruments.” Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying Common Stock at the commitment date of the note transaction and the effective conversion price embedded in the note.

M. Deferred Financing Costs

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

N. Reclassifications

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

F-7

O. Recently Issued Accounting Pronouncements

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

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

In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2014 and the Company will continue to assess the impact on its consolidated financial statements.

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

5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

	(Unaudited)
	September 30, 2014		December 31, 2013

Cost of website development and hosting	$	44,652	$	70,835
Prepaid consulting services		70,762		17,178
Deposits		25,000		-
Miscellaneous receivables		37,639		26,976
Total	$	178,053	$	114,989

Amortization of website development and hosting totaled $6,873 and $20,618 for the three and nine months ended September 30, 2014, respectively, and $7,135 and $10,702 for the three and nine months ended September 30, 2013, respectively. The prepaid costs related to website development and hosting are the upfront charges for set up, delivery and hosting of Seaniemac’s branded gaming website; amortization of these costs began in May 2013 and will be amortized over three years. The miscellaneous receivables pertain to foreign valued added taxes that have been paid by Seaniemac and are expected to be refunded.

On March 17, 2014, the Company entered into a one year Consulting and Representation Agreement with Corporate Ads, LLC in exchange for 650,000 shares of the Company plus $10,000. The shares were valued at $35,750 based upon the closing price of the Company’s stock on March 17, 2014 of $0.055 per share. The total amount of $45,750 was included in prepaid consulting expenses and is being amortized over the one-year term. Amortization of $11,438 and $24,792 was recorded for the three and nine months ended September 30, 2014, respectively.

The Company deposited $25,000 in an escrow account with our legal counsel. These funds will be used to partially pay the civil penalties of $50,000 that are due the Securities and Exchange Commission (Note 14D).

F-8

6. Equipment, Net

Equipment consists of the following:

	Estimated Useful Life	(Unaudited) September 30, 2014			December 31, 2013

Computer equipment	5 years	$	2,589		$	2,589
Accumulated depreciation			(904	)		(190	)
Equipment, net		$	1,685		$	2,399

Depreciation expense for equipment was $187 and $0 for the three months ended September 30, 2014 and 2013, respectively and $714 and $0 for the nine months ending September 30, 2014, respectively.

7. Deferred Loan Costs, Net

Deferred loan costs, net consists of the following:

	(Unaudited)
	September 30, 2014			December 31, 2013

Deferred loan costs	$	37,225		$	21,000
Accumulated amortization		(15,320	)		(913	)
Deferred loan costs, net	$	21,905		$	20,087

The Company incurred deferred loan costs of $21,000 in connection with a Secured Convertible Promissory Note issued to Iliad Research and Trading, L.P. (“Iliad”) on December 2, 2013. These deferred loan costs are being amortized over the twenty-three month term of the note. Amortization of deferred loan costs totaled $2,739 and $8,217 during the three and nine months ended September 30, 2014, respectively.

The Company incurred deferred loan costs of $5,800 in connection with the issuance of a 10% convertible note issued to LG Capital Funding, LLC (“LG Capital”) on April 1, 2014. These deferred loan costs are being amortized over the 1 year term of the note. Amortization of deferred loan costs totaled $1,450 and $2,900 during the three and nine months ended September 30, 2014, respectively.

Additional deferred loan costs of $5,000 were incurred in connection with the issuance of a 12% convertible note issued to WHC Capital, LLC (“WHC Capital”) on April 4, 2014. These deferred loan costs are being amortized over the 1 year term of the note. Amortization of deferred loan costs totaled $1,250 and $2,442 during the three and nine months ended September 30, 2014, respectively.

On July 14, 2104, the Company incurred deferred loan costs of $1,750 in connection with the issuance of an 8% convertible note to LG Capital. These deferred loan costs are being amortized over the 1 year term of the note. Amortization of deferred loan costs totaled $365 during the three and nine months ended September 30, 2014.

On August 15, 2014, the Company incurred additional deferred loans costs of $3,675 in connection with the issuance of a 10% convertible note to Summit Trading Ltd. (“Summit”). These deferred loan costs are being amortized over the 1 year term of the note. Amortization of deferred loan costs totaled $483 during the three and nine months ended September 30, 2014.

8. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consist of the following:

	(Unaudited)
	September 30, 2014		December 31, 2013

Accounts payable	$	1,666,233	$	1,376,881
Accrued expenses and other current liabilities		99,453		99,455

Total	$	1,765,686	$	1,476,336

Accounts payable includes $28,063 owed to Barry M. Brookstein (“Brookstein”) at September 30, 2014 and December 31, 2013. Brookstein is the Company’s chief executive officer and chief financial officer. Accounts payable also includes consulting fees of $291,071 and $241,510 payable to Seaniemac’s non-controlling shareholders at September 30, 2014 and December 31, 2013, respectively. $0 and $75,000 is payable to GE Park, LLC at September 30, 2014 and December 31, 2013, respectively.

Consulting fees incurred for non-controlling shareholders were $35,938 and $53,852 for the three months ended September 30, 2014 and 2013, respectively, and $148,669 and $162,132 for the nine months ended September 30, 2014 and 2013. Consulting fees of $0 and $50,000 were incurred for GE Park, LLC (“GE Park”) during the three months and nine months ended September 30, 2014, respectively. There were no consulting fees incurred for GE Park during the nine months ended September 30, 2013.

F-9

9. Accrued Officer’s Compensation

The Company accrued compensation for Brookstein in the amount of $7,500 and $22,500 during the three and nine months ended September 30, 2014. At September 30, 2014 and December 31, 2013, the unpaid balance was $82,500 and $60,000, respectively.

10. Notes Payable and Accrued Interest

Notes payable and accrued interest consist of the following:

	(Unaudited)
	September 30, 2014		December 31, 2013

Notes payable and accrued interest -Summit Trading Ltd.	$	26,675	$	-
Notes payable - John Koehler		30,000		30,000

Total	$	56,675	$	30,000

On October 1, 2003, the predecessor to Execuserve Corp. (“Execuserve”) issued a $150,000 non-interest bearing promissory note to Koehler, an investor in the predecessor. Upon completion of the merger of Execuserve and the Company pursuant to an agreement and plan of merger dated as of February 5, 2010, the balance of the amount Execuserve owed Koehler was $37,000. Although the Company agreed to pay the balance in monthly installments of $1,000, the Company is in default as it has not made a payment since September 2010. The balance due to Koehler at both September 30, 2014 and December 31, 2013 totaled $30,000.

On May 29, 2014, the Company issued a demand note to Summit Trading Ltd. (“Summit”) in the amount of $8,500. An additional note in the amount of $18,030 was issued to Summit on September 15, 2014, Both notes bear interest of 4% per annum on any unpaid principal and is payable on demand. Interest expense was $115 and $145 for the three and nine months ended September 30, 2014, respectively.

11. Loans Payable and Accrued Interest – Related Parties

Loans payable and accrued interest to related parties consist of the following:

	(Unaudited)
	September 30, 2014		December 31, 2013

Loan payable and accrued interest - GE Park, LLC (A)	$	255,090	$	95,845
Loans payable - Brookstein (B)		14,202		14,202
Loans payable and accrued interest - RDRD II Holding, LLC(C)		934,834		847,967
Total	$	1,204,126	$	958,014

The Company has specified the following person and entities as related parties with ending balances as of September 30, 2014 and December 31, 2013:

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

A. Loan Payable – GE Park, LLC

GE Park, LLC loaned the Company $249,200 to be used for working capital purposes. The loans bear interest at 4% per annum and are due on demand. Interest expense for the three and nine months ended September 30, 2014 totaled $2,362 and $5,045, respectively. Accrued interest at September 30, 2014 and December 31, 2013 totaled $5,889 and $845, respectively.

B. Loans Payable – Brookstein

At various times, Brookstein loaned the Company monies for working capital purposes. The loans do not bear interest and are due on demand. At September 30, 2014 and December 31, 2013, loans payable to Brookstein totaled $14,202.

F-10

C. Loans Payable – RDRD II Holding, LLC

RDRD II Holding, LLC, a Delaware limited liability company and substantial shareholder of the Company (“RDRD”) loaned monies to the Company and its subsidiary Seaniemac for working capital purposes. The loans to the Company aggregating $363,980 do not bear interest and are due on demand. The loans to Seaniemac aggregating $539,939 bear interest at 4% per annum. At September 30, 2014 and December 31, 2013, loans payable were $903,919 and $832,141, respectively, and accrued interest totaled $30,915 and $15,826, respectively.

The Company imputed interest of $6,745 and $17,529 on amount loaned to the Company by RDRD during the three and nine months ended September 30, 2014, respectively, at an assumed rate of 8% per annum.

Interest expense to related parties totaled $14,866 and $40,033 for the three and nine months ended September 30, 2014, respectively.

12. Convertible Promissory Notes and Accrued Interest, Net

Convertible promissory notes consists of the following:

	(Unaudited)
	September 30, 2014			December 31, 2013
Iliad Note (1):
Secured convertible promissory note - Iliad	$	227,500		$	227,500
Accrued interest payable - Iliad		25,640			1,469
Total		253,140			228,969
Less:
OID of $20,000, net of amortization of $7,830 and $870 as of September 30, 2014 and December 31, 2013, respectively		(11,300	)		(19,130	)
Loan discount of $202,500, net of amortization of $46,610 and $1,027 as of September 30, 2014 and December 31, 2013, respectively		(155,890	)		(22,598	)
Secured convertible promissory note - Iliad	$	85,950		$	187,241

Redwood Note (2):
Secured convertible promissory note - Redwood	$	75,000		$	-
Accrued interest payable - Redwood		4,096			-
Total		79,096			-
Loan discount of $75,000, net of amortization of $75,000 and $0 as of September 30, 2014 and December 31, 2013, respectively		-			-
Secured convertible promissory note - Redwood	$	79,096		$

LG Capital Funding, LLC (3):
10% convertible redeemable note - LG Capital	$	40,000		$	-
Accrued interest payable - LG Capital		1,995			-
Total		41,995			-
Loan discount of $40,000, net of amortization of $19,945 and $0 as of September 30, 2014 and December 31, 2013, respectively		(20,055	)		-
10% convertible redeemable note - LG Capital	$	21,940		$	-

8% convertible redeemable note - LG Capital	$	36,750		$	-
Accrued interest payable - LG Capital		636			-
Total		37,386			-
Loan discount of $36,750, net of amortization of $7,853 and $0 as of September 30, 2014 and December 31, 2013, respectively		(28,897	)		-
8% convertible redeemable note - LG Capital	$	8,489		$	-

WHC Capital, LLC (4):
10% convertible redeemable note - WHC Capital	$	32,000		$	-
Accrued interest payable - WHC Capital		1,883			-
Total		33,883			-
Loan discount of $32,000, net of amortization of $15,693 and $0 as of September 30, 2014 and December 31, 2013, respectively		(16,307	)		-
10% convertible redeemable note - WHC Capital	$	17,576		$	-

Summit Trading Ltd. (5):
10% convertible redeemable note - Summit	$	59,835		$	-
Accrued interest payable - Summit		754			-
Total		60,589			-
Loan discount of $56,804, net of amortization of $12,139 and $0 as of September 30, 2014 and December 31, 2013, respectively		(44,665	)		-
10% convertible redeemable note - Summit	$	15,924		$	-

Convertible promissory notes and accrued interest, net	$	228,975		$	187,241

F-11

1. Iliad Note

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

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

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

The Company also issued Iliad five years warrants to purchase 2,019,231 shares of the Company’s common stock on December 2, 2013. These options were valued at $23,625 using the Black-Scholes option pricing model with the following values: risk free interest rate of 1.5%, volatility of 26.01538% and strike price of $0.12 and was amortized to interest expense during the nine months ended September 30, 2014.

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

F-12

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

On June 3, 2014 (180 days from Issuance Date), the Company determined the aggregate fair value of $443,169 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 224.54%, (3) weighted average risk-free interest rate of 0.41%, (4) expected life of 1.42 years, and (5) estimated fair value of the Company’s common stock of $0.0394 per share.

The charge of the amortization of debt discounts and costs for the three and nine months ended September 30, 2014 was $36,035 and $45,583 which was accounted for as interest expense, respectively.

2. Redwood Note

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

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

At the inception of the Redwood debenture, the Company determined the aggregate fair value of $109,741 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 184.71%, (3) weighted average risk-free interest rate of 0.08%, (4) expected life of 0.50 years, and (5) estimated fair value of the Company’s common stock of $0.065 per share.

The determined fair value of the debt derivatives of $109,741 was charged as a debt discount up to the net proceeds of the note with the remainder of $34,741 charged to current period operations as non-cash interest expense.

The charge of the amortization of debt discounts and costs for the three and nine months ended September 30, 2014 was $26,495 and $75,000 which was accounted for as interest expense, respectively.

3. LG Capital Funding, LLC Notes

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

The Note bears interest at the rate of 10% per annum. All interest and principal must be repaid on April 1, 2015. The debenture is convertible into common stock, at LG Capital’s option, at a 58% discount to the average two lowest trading prices of the common stock during the 20 trading day period prior to conversion.

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

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

F-13

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

At the inception of the LG Capital notes, the Company determined the aggregate fair value of $152,414 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 205.52% to 237.91%, (3) weighted average risk-free interest rate of 0.11% to 0.13%, (4) expected life of 1.00 year, and (5) estimated fair value of the Company’s common stock of $0.0378 to $0.0471 per share.

The determined fair value of the debt derivatives of $152,414 was charged as a debt discount up to the net proceeds of the note with the remainder of $75,664 charged to current period operations as non-cash interest expense.

The charge of the amortization of debt discounts and costs for the three and nine months ended September 30, 2014 was $17,935 and $27,798 which was accounted for as interest expense, respectively.

4. WHC Capital, LLC

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

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

At the inception of the WHC Capital note, the Company determined the aggregate fair value of $56,273 of embedded derivatives. The fair value of the embedded derivatives was determined using the Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%; (2) expected volatility of 205.08%, (3) weighted average risk-free interest rate of 0.11%, (4) expected life of 1.00 year, and (5) estimated fair value of the Company’s common stock of $0.06 per share.

The determined fair value of the debt derivatives of $56,273 was charged as a debt discount up to the net proceeds of the note with the remainder of $24,273 charged to current period operations as non-cash interest expense.

The charge of the amortization of debt discounts and costs for the three and nine months ended September 30, 2014 was $8,066 and $15,693 which was accounted for as interest expense, respectively.

5. Summit Trading, Ltd.

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

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

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

The determined fair value of the debt derivatives of $56,804 was charged as a debt discount of the note.

The charge of the amortization of debt discounts and costs for the three and nine months ended September 30, 2014 was $12,139 which was accounted for as interest expense.

F-14

13. Derivative Liabilities

As described in Note 12, in 2013 and 2014 the Company issued a convertible notes which is are convertible into common stock, at holders’ option, at a discount to the market price of the Company’s common stock. The Company has identified the embedded derivatives related to these notes relating to certain anti-dilutive (reset) provisions. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of debenture and to fair value as of each subsequent reporting date.

At September 30, 2014, the Company marked to market the fair value of the debt derivatives and determined a fair value of $690,351. The Company recorded a (loss) gain from change in fair value of debt derivatives of $(146,062) and $128,050 for the three and nine months ended September 30, 2014, respectively. The fair value of the embedded derivatives was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 242.33%, (3) weighted average risk-free interest rate of 0.03% to 0.13%, (4) expected life of 0.25 to 1.09 years, and (5) estimated fair value of the Company’s common stock of $0.0139 per share.

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

Warrant liability

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

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

At September 30, 2014, the Company marked to market the fair value of the warrant liability and determined a fair value of $513,162. The Company recorded a (loss) gain from change in fair value of debt derivatives of $(154,148) and $76,876 for the three and nine months ended September 30, 2014, respectively. The fair value of the warrant liability was determined using Binomial Option Pricing Model based on the following assumptions: (1) dividend yield of 0%, (2) expected volatility of 242.33%, (3) weighted average risk-free interest rate of 1.07%, (4) expected life of 4.18 years, and (5) estimated fair value of the Company’s common stock of $0.0139 per share.

14. Commitments and Contingencies

A. Marketing Agreements

On January 30, 2013, Seaniemac entered into a three year White Label Services Agreement with Boylesports. Boylesports will be paid approximately 65,000 Euros to set up, deliver and host the branded website. In addition, Boylesports will receive a portion of the gross gaming revenue (GGR) generated from the seanimac.com website. GGR is gross turnover, minus gross win, leaving gross gaming yield and subtracting from that amount tax and any payments to software providers. Seaniemac is entitled to 70% of GGR up to 50,000 Euros, 75% of GGR from 50,000 Euros to 250,000 Euros, 80% of GGR from 250,000 Euros to 1,000,000 Euros, and 85% of GGR in excess of 1,000,000 Euros. Minimum guaranteed payments to Boylesports during the first year of the agreement of 7,500 Euros during months four through six, 10,000 Euros during months seven through twelve and 15,000 Euros in years two and three. There were no minimum guaranteed payments during the first three months of the contract. During the nine months ended September 30, 2014, accrued fees to Boylesports totaled $250,133, of which $161,299 was commission due pursuant to the GGR share agreement and $88,834 was primarily attributable to customer service and processing fees.

The Company is dependent upon Boylesports for website hosting and maintenance of back-office operations. While either party may terminate the White Label Services Agreement (“Services Agreement”) upon 60 days’ notice, a termination by Boylesports could materially impact the Company’s financial condition, as the ability to timely identify a comparable service provider at similar terms may not be possible.

F-15

B. Consulting Agreements

On April 10, 2013, the Company entered into a Consulting Agreement with Mirador for an initial six month term that may be renewed for successive six month terms. Mirador will use its best effort to locate and identify private and/or public companies for potential merger with or acquisition by the Company in addition to providing shareholder and public relation services. In exchange for these services, the Company issued Mirador one million shares of Company unregistered common stock valued at $160,000 or $0.16 per share on the date of the agreement. This amount was included in prepaid expenses and was amortized over the six month term of the agreement during 2013.

On March 17, 2014, the Company entered into a one-year Consulting and Representation Agreement with Corporate Ads, LLC in exchange for 650,000 shares of Company common stock plus $10,000. The shares were valued at $35,750 based upon the closing price of the stock on March 17, 2014 of $0.055 per share. The total amount of $45,750 was included in prepaid expenses and is being amortized over the one-year term. During the three and nine months ended September 30, 2014, $11,438 and $24,792, respectively, was expensed.

C. Settlement Agreements

On March 13, 2014, the Company entered into a Settlement Agreement and Stipulation with IBC Funds, LLC (“IBC”), an unrelated third party. Pursuant to this agreement, IBC acquired $100,885 of Company liabilities from certain creditors. IBC agreed to accept 290,000 shares as a settlement fee in accordance with Section 3(a)(10) of the Securities Act that were valued at $0.06 per share, the March 13, 2014 closing price. The Company issued 6,403,900 shares during the nine months ended September 30, 2014 to IBC in full settlement of the acquired liabilities.

On May 13, 2014, the Company entered into a second Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $50,000 of Company liabilities from certain creditors. 4,336,200 shares were issued during the nine months ended September 30, 2014 to IBC in full settlement of the acquired liabilities.

On July 17, 2014, the Company entered into a third Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $100,000 of Company liabilities from certain creditors. 9,200,000 shares were issued during the three months ended September 30, 2014 in settlement $60,350 of the total acquired liabilities.

D. Litigation

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

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

15. Capital Stock Transactions

On July 27, 2013, the Company issued 1,000,000 shares of its unregistered common stock to Mirador valued at $0.16 per share in exchange for their performing certain financial related consulting services for six months during 2013.

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

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

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

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

F-16

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

On March 21, 2014, IBC received 310,000 shares; 290,000 shares represented a settlement fee in accordance with Section 3(a)(10) of the Securities Act and were valued at $0.06 per share, the March 13, 2014 closing price. During nine months ended September 30, 2014 of 2014, 6,403,900 shares were issued to IBC in full settlement of the $100,885 of the acquired Company liabilities.

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

On July 17, 2014, the Company entered into a third Settlement Agreement and Stipulation with IBC whereby IBC agreed to acquire $100,000 of Company liabilities from certain creditors. 9,200,000 shares were issued during the three months ended September 30, 2014 to settle $60,350 of the total acquired liabilities.

16. Fair Value Measurements.

ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

●	Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

●	Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; or

●	Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and are unobservable.

Items recorded or measured at fair value on a recurring basis in the accompanying unaudited condensed consolidated financial statements consisted of the following items as of September 30, 2014:

	Level 1		Level 2		Level 3		Total
Long-term investments	$	–	$	–	$	–	$	–
Total	$	–	$	–	$	–	$	–
Warrant liability	$		$		$	513,161	$	513,161
Debt Derivative	$	–	$	–	$	690,352	$	690,352
Total	$	–	$	–	$	1,203,513	$	1,203,513

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (derivative liability) for the nine months ended September 30, 2014.

Nine months ended September 30, 2014:

	Derivative Liabilities			Warrant Liability
Balance, December 31, 2013	$	-		$	-

Transfers in (out) from equity		-			590,038

Transfers in upon initial fair value of derivative liabilities		818,401			-

Gain from change in fair value of derivative liabilities and warrant liability		(128,050	)		(76,876	)

Balance, September 30, 2014	$	690,351		$	513,162

Total gain for the nine month period included in earnings relating to the liabilities held at September 30, 2014	$	128,050		$	76,876

F-17

Level 3 Liabilities were comprised of our bifurcated convertible debt features on our convertible debenture.

Fluctuations in the Company’s stock price relative to the conversion prices are a primary driver for the changes in the derivative valuations during each reporting period. The Company’s stock price decreased approximately 85% from December 31, 2013 to September 30, 2014. Additionally, stock price volatility is one of the significant unobservable inputs used in the fair value measurement of each of the Company’s derivative instruments.

The simulated fair value of these liabilities is sensitive to changes in the Company’s expected volatility. Increases in expected volatility would generally result in a higher fair value measurement.

17. Subsequent Events

A. Note Issuances

On November 1, 2014, the Company issued a demand note to GE Park in the amount of $12,000. Interest of 4% per annum on any unpaid balance is payable on demand.

On November 6, 2014, the Company issued a demand note to Summit in the amount of $10,000. Interest of 4% per annum on any unpaid principal is payable on demand.

B. Capital Transactions

An additional 10,421,000 shares were issued in October 2014 to IBC in settlement of the balance of the acquired liabilities of $39,650 in accordance with the Settlement Agreement and Stipulation with IBC on July 17, 2014.

C. Default on Iliad Note

On October 1, 2014, Iliad presented the Company with an Event of Default Redemption Notice and is electing to redeem the full outstanding balance of the Note. Note 12 outlines the applicable penalties and additional interest due to the default. On October 29, 2014, the Company and Iliad entered into a forbearance agreement, pursuant to which Iliad agreed, subject to the terms of the forbearance agreement, to refrain and forbear, until December 10, 2014, from exercising and enforcing remedies against the Company with respect to the Note defaults, including the enforcement of the interest rate increase to 22% per annum. Pursuant to an oral agreement between the Company and Iliad on December 12, 2014, the date was extended to December 31, 2014, subject to the terms of the forbearance agreement.

F-18

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

Our Business

We maintain a website for online gambling, including sports betting and casino gaming in Ireland under the brand name Seaniemac.com. In May 2013, we launched our online gaming platform (including operational sportsbook) and mobile website at Seaniemac.com, including iOS and Android applications. In July 2013, we added casino games and slots. Through our website and mobile media, we offer sports betting and casino gaming in Ireland under our Seaniemac.com brand. Our website menus include Irish horse racing, soccer, online wagering for traditional casino, live casino, poker, bingo and interactive skilled games.

Our History

We were incorporated in Nevada on November 17, 2003 under the name GSA Publications, Inc. In conjunction with a reorganization in February 2006, we changed our name to Compliance Systems Corporation. In February 2010, we merged with Execuserve Corp. (“Execuserve”) pursuant to which we entered the business then operated by Execuserve. The business of Execuserve provided organizations, who are hiring employees, with tests and other evaluation tools and services to assess and compare job candidates.

From May 2008 through July 2010, we raised capital through the sale to Agile Opportunity Fund, LLC of secured convertible debentures. Subsequent thereto, we breached certain on the terms of such debentures in December 2010 and transferred to Agile all of our operating assets in exchange for a release of our obligations under the debentures and other obligations owed to Agile. At that time, we became a non-operating shell company and began seeking to acquire or merge with an operating entity.

In July 2012, our Board of Directors and the requisite number of our stockholders authorized a 1-for-994.488567392 reverse split (the “Reverse Split”) of our common stock and a corresponding amendment to our Articles of Incorporation. The Reverse Split was necessary in order to effectuate the Acquisition as contemplated in the Exchange Agreement. On October 3, 2012, we filed an amendment to our Articles of Incorporation and the Reverse Split became effective. The effect of the Reverse Split was to decrease the number of our shares of Common Stock issued and outstanding from 1,441,770,097 pre-Reverse Split shares to approximately 1,449,760 post-Reverse Split shares.

Seaniemac Acquisition

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

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

Our Current Business

Since the Acquisition, we developed, with the technical assistance of our website consultant, Boylesports, a website for online gambling, including sports betting and casino gaming in Ireland under the brand name Seaniemac.com.

In May 2013, we launched our online gaming platform (including operational sportsbook) and mobile website at Seaniemac.com, including iOS and Android applications. In July 2013, we added casing games and slots. Now, through our website and mobile media, we offer sports betting and casino gaming in Ireland under our Seaniemac.com brand. Our website menus include Irish horse racing, soccer, online wagering for traditional casino, live casino, poker, bingo and interactive skilled games.

We rely on third parties for all of the web operations for Seaniemac.com. Since its launch, we have implemented multiple business development initiatives in Ireland, including the airing of nationwide television commercials, the implementation of Pay-Per-Click web and mobile advertising campaigns, the establishment of affiliate relationships with certain betting blogs and other feeder websites, as well as having run traditional print and billboard advertising. We intend to continue investment in marketing these types of marketing and brand recognition initiatives in the coming months. As we are in the early stages of our business development, we will continually reevaluate the effectiveness of all of our marketing initiatives. Once we have identified those representing the most effective and lowest “cost per acquisition”, we believe we can scale our business rapidly by focusing our efforts on such effective and efficient strategies. We plan to continue to focus our efforts in Ireland and the United Kingdom where we have initiated and continue to develop our brand.

Since the launch of our Website in May 2013 through September 30, 2014, we had 15,563 new accounts opened and processed 211,416 bets placed by our customers.

We have to date devoted significant financial resources to pay for the development of and launch of our online and mobile gaming operations, including expenditures of amounts during the period from December 11, 2011 (inception) through September 2012 an amount equal to $200,861. During the three and nine months ended September 30, 2014, we incurred advertising costs in the amount of $90,233 and $312,855, respectively. For the quarter ended September 30, 2014, gross profit as a percentage of turnover, which represents the gross amount of money that our customers bet with us, was approximately 7.1%.

How We Measure Our Business

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

Certain Key Financial Metrics

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

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

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

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

Our Outlook

We plan to continue to grow our business by strategically deploying our marketing resources and expanding the number of new sponsorship programs that will provide nationwide exposure of our brand. We achieved approximate amounts staked of $8,180,138 during the nine months ended September 30, 2014, compared to $1,292,630 during the nine months ended September 30, 2013. Turnover during the nine months ended September 30, 2014 was approximately $8,180,138. Our gross profit for the nine months ended September 30, 2014 and 2013 was approximately $126,952 and $15,866, respectively. We believe that we can continue to achieve this growth though the continuation of our marketing programs and a meaningful contribution from our affiliates.

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

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

The Company’s Results of Operations

As discussed above, we acquired Seaniemac as of October 30, 2012 and, in accordance with the Financial Accounting Standard Board (“FASB”) Accounting Standard Codification (“ASC”) 805-10, the transaction is being accounted for as an asset acquisition. The following comparative analysis on results of operations was based primarily on the comparative audited financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report.

Revenue

Gross gaming revenues (“GGRs”) during the three months ended September 30, 2014 and 2013 were $100,194 and $51,215, respectively. GGRs during the nine months ended September 30, 2014 and 2013 were $288,540 and $70,138, respectively.

Operating Expenses

Operating expenses during the three months ended September 30, 2014 totaled $344,902, as compared to operating expenses of $415,154 for the comparable period in 2013. The decrease in operating expenses is the result of a decrease in advertising costs. Operating expenses during the nine months ended September 30, 2014 totaled $1,303,199, as compared to operating expenses of $896,337 for the comparable period in 2013. The increase in operating expenses reflects the fact that we launched our Website in May 2013.

Operating Loss

Our operating loss during the three months ended September 30, 2014 totaled $290,813, as compared to a net operating loss of $401,177 for the comparable period in 2013. The decrease in operating loss for the three months ended September 30, 2014 over the three months ended September 30, 2013 of $110,364 was primarily attributable an increase in net gaming revenue and advertising costs that were partially offset by an increased professional fees. Our operating loss during the nine months ended September 30, 2014 totaled $1,176,247, as compared to a net operating loss of $880,471 for the comparable period in 2013. The increase in operating loss for the nine months ended September 30, 2014 over the nine months ended September 30, 2013 of $295,776 was primarily attributable to the penalty of $50,000 imposed by the SEC relating to our failure to file periodic reports, increased officer and stock-based compensation, a settlement fee of $17,400, and increased professional fees related to preparation of our SEC filings, offset by lower advertising expenses.

Other Expenses

Other expenses increased by $500,590 in total, to $507,060 from $6,470 for the three months ended September 30, 2014 and 2013, respectively. The increase in other expenses is due to a change in derivative value calculation and increase in interest expense due to additional amortization of loan costs. Other expenses increased by $453,381 in total, to $465,381 from $12,022 for the nine months ended September 30, 2014 and 2013, respectively. The increase in other expenses is due to a gain on change in derivative value by $204,926 and interest expense increased by $660,946 to $671,135 on September 30, 2014, up from $10,189 on September 30, 2013.

Net Loss

Our net loss for the three months ended September 30, 2014 was $797,873, an increase of $390,226 compared to a net loss of $407,647 for the three months ended September 30, 2013, due to the reasons noted above, Our net loss for the nine months ended September 30, 2014 was $1,641,628, an increased loss of $749,135 compared to a net loss of $892,493 for the nine months ended September 30, 2013, due to the reasons noted above.

Non-GAAP Financial Measures

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

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

Liquidity and Capital Resources

Liquidity is a measure of a company’s ability to meet potential cash requirements. We had current assets at September 30, 2014, including cash of $2,417 and prepaid expenses and other current assets of $178,053. We are reliant upon shareholder, affiliate and third-party loans to fund operations. We have not realized positive operating cash flow. As a result, our current cash position is not sufficient to fund our anticipated cash requirements over the next 12 months, including operations and capital expenditures.

Net cash used in operating activities was $602,405 during the nine months ended September 30, 2014. The cash used in operating activities is primarily attributable to generating sales through advertising, operating the Company’s website and legal and consulting fees.

Net cash provided by financing activities during the nine months ended September 30, 2014 was $509,868, which was the result of proceeds from the issuance of convertible notes and related party loans totaling $469,563, net of payment of loan costs of 16,225, and from the issuance of Company common stock in the amount of $30,000.

In order to launch and operate the Website, we estimated it would require working capital of approximately $600,000, 50% of which was to have been used for Website development and operations, 33% for marketing expenses and 17% for general and administrative expenses. As of September 30, 2014, working capital in the amount of approximately $100,000 was utilized in connection with the May 2013 launch and operation of the Website. In 2013, RDRD, a related party, lent us €483,000 (approximately $643,000) in order to fund our 2013 working capital requirements. While RDRD may continue to lend us funds for our working capital needs, we have not entered into any agreements with RDRD for any future loans. In the event we are unable to borrow funds needed for our business, or we are unable to repay our current obligations when due, we will have to seek additional financing, and no assurances can be given that such financing would be available on a timely basis, on terms that are acceptable or at all. Failure to obtain such additional financing could result in delay or indefinite postponement of Seaniemac’s operations which represent our sole business which would materially adversely affect our business, results of operations and financial condition and threaten our financial viability.

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

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

Beginning six months after the Issuance Date and continuing for each installment date thereafter, the Company is required to make monthly payments under the Note of $37,083.33 plus any accrued and unpaid interest as of the installment date. Any installment payment may be either cash or shares of Common Stock, at our election.

In connection with the secured convertible promissory note, the Company issued to Iliad five separate 5-year common stock purchase warrants designated as Warrants #1 through #5 to purchase collectively shares of Company’s common stock equal to $113,750 divided by the Market Price of each share of common stock, as defined in each Note. The exercise price for each warrant share is $0.12 per share. The number of shares issuable of 2,019,231 is computed as follows: The warrant price per the warrant agreement divided by the market price, which is 65% of the three lowest closing prices over the 20-day period prior to the date the option becomes exercisable. Only Warrant #1 is issued and exercisable as of September 30, 2014. These options were valued at $23,625 using the Black-Scholes option pricing model with the following values: risk free interest rate of 1.5%, volatility of 26.01538% and strike price of $0.12 and was amortized to interest expense during the nine months ended September 30, 2014.

At any time after 180 days from the Issuance Date, the Note is convertible into shares of the Company’s common stock, at the option of the Note holder, at a conversion price of $0.12 per share, subject to adjustment downward under certain circumstances defined in the Note. At September 30, 2014, the Company has reserved 16.67 million shares of authorized but unissued common stock in accordance with the terms of the Note. The Company has agreed to reserve these shares until all of the Company’s obligations under the Note are paid and performed in full and the warrants are exercised in full or otherwise expired. The Company may prepay part or all of the Note at any time, provided that any prepayment is subject to a 25% penalty on the amount prepaid.

The Note is subject to various default provisions, including as a result of a failure to make an installment payment by the due date, a failure to deliver shares when required under the Note, or a breach of covenants in the Note and Purchase Agreement, among others. Upon an event of default, the Note accrues interest at the default rate of 1.83% per month (or 22% per annum), compounding daily. The Company was in default on this loan as of June 2, 2014 as a result of failing to make the required installment payments, as well as a result of the Company’s failure to timely file its annual reports with the SEC. Accordingly, the total due Iliad of $227,500 is classified as a current liability. On October 1, 2014, Iliad presented the Company with an Event of Default Redemption Notice and indicated that it was electing to redeem the full outstanding balance of the Note. On October 29, 2014, the Company and Iliad entered into a forbearance agreement, pursuant to which Iliad agreed, subject to the terms of the forbearance agreement, to refrain and forbear, until December 10, 2014, from exercising and enforcing remedies against the Company with respect to the Note defaults, including the enforcement of the interest rate increase to 22% per annum. Pursuant to an oral agreement between the Company and Iliad on December 12, 2014, the date was extended to December 31, 2014, subject to the terms of the forbearance agreement.

The determined fair value of the debt derivatives of $443,169 was charged as a debt discount up to the net proceeds of the note with the remainder of $240,669 charged to current period operations as non-cash interest expense. The charge of the amortization of debt discounts and costs for the three and nine months ended September 30, 2014 was $36,035 and $45,583, respectively, which was accounted for as interest expense.

The Note bears interest at the rate of 10% guaranteed interest regardless of how long the debenture is outstanding. All interest and principal must be repaid on September 3, 2014. The debenture is convertible into common stock, at Redwood’s option, at a 50% discount to the lowest trading price of the common stock during the 20 trading day period prior to conversion.

The amortization of debt discount for the three and nine months ended September 30, 2014 was $26,495 and $75,000, respectively, which was accounted for as interest expense.

The amortization of debt discount for the three and nine months ended September 30, 2014 was $8,066 and $15,593, respectively, which was accounted for as interest expense.

The charge of the amortization of debt discounts and costs for the three and nine months ended September 30, 2014 was $17,935 and $27,798 which was accounted for as interest expense, respectively.

The determined fair value of the debt derivatives of $56,804 was charged as a debt discount of the note.

The charge of the amortization of debt discounts and costs for the three and nine months ended September 30, 2014 was $12,139 which was accounted for as interest expense.

Going Concern

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

The Company’s primary need for cash during the next 12 months is to fund payments of operating costs. At September 30, 2014, we had continued losses from operations since inception, and had stockholders’ and working capital deficiencies of $4,361,005 and $4,337,415, respectively. We believe we will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain our operations until we can achieve profitability and positive cash flows, if ever.

Our former auditor, Baker Tilly Virchow Krause, LLP (“Baker Tilly”), issued a “going concern” qualification in its report for the year ended December 31, 2013. A “going concern” qualification may make it more difficult for us to raise funds when needed. The current economic environment is impacting our ability to obtain any needed financing. No assurance can be given that financing will be available when needed or, if available, such financing will be on terms beneficial to us. On October 14, 2014, our board of directors accepted Baker Tilly’s resignation. On October 16, 2014, our board of directors approved the engagement of RBSM LLP (“RBSM”) as our independent registered public accounting firm.

Management intends to finance operating costs over the next 12 months with existing cash on hand, loans from stockholders and directors, and a possible private placement of our securities. No stockholder, director, or possible private placement participant has agreed to loan us any funds nor agreed to purchase any of our securities. The Company continues to explore various financing alternatives, including debt and equity financings and strategic partnerships, as well as trying to generate additional revenue. However, at this time, the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all. If the Company is unable to obtain additional funding and improve its operations, the Company’s financial condition and results of operations may be materially adversely affected and the Company may not be able to continue operations.

Related Party Transactions

At September 30, 2014 and September 30, 2013, we had outstanding net advances and loans from related parties of $1,204,126 and $958,014, respectively. During the nine months ended September 30, 2014 and 2013, we recorded interest expense on these advances and loans in the amount of $40,033 and $7,813, respectively.

Consulting fees incurred for GE Park, LLC were $50,000 and $0 during the nine months ended September 30, 2014 and 2013.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

Critical Accounting Policies

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

Use of Estimates

Revenue Recognition

Revenue is recognized upon the completion of the related gaming event. Gross gaming revenue is the gross gaming yield (which is the difference between gaming wins and losses), and includes promotional betting (“Free Bets”), net of the revenue share portion due our third-party provider (see Note 4 to our condensed consolidated unaudited financial statements included herein). Free Bets are included in promotional allowances and are deducted from gross gaming revenue. All other costs are included in selling, general and administrative expenses. For the nine months ended September 30, 2014, no revenue share amounts were due to our third-party provider.

Stock-Based Compensation Arrangements

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

Derivative Instrument Liability

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

This item is not applicable to smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, who is also our Chief Financial Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2014. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of September 30, 2014.

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Control

There were no changes identified in connection with our internal control over financial reporting during the three months ended September 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

Our business is subject to certain risks and events that, if they occur, could adversely affect our financial condition and results of operations. For a discussion of these risks, please refer to the “Risk Factors” section of our annual report on Form 10-K for the fiscal year ended December 31, 2013. In connection with its preparation of this quarterly report on Form 10-Q, management has reviewed and considered these risk factors and has determined that there have been no material changes to our risk factors since the date of filing the annual report on Form 10-K for the fiscal year ended December 31, 2013.

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

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

(a) None.

(b) There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors since the filing of our quarterly report on Form 10-Q for the quarter ended June 30, 2014.

Item 6. Exhibits.

The following exhibits are being filed as part of this Quarterly Report on Form 10-Q:

Exhibit Number		Description

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2*		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
32.1*		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer.
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema
101.CAL**		XBRL Taxonomy Extension Calculation
101.DEF**		XBRL Taxonomy Extension Definition
101.LAB**		XBRL Taxonomy Extension Labels
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 31, 2014	Seaniemac International, Ltd.

	By:	/s/ Barry M. Brookstein
		Barry M. Brookstein,
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

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Seaniemac International Inactive 10-Q2014 Q3 Quarterly report

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