| NOTE 19 - SUBSEQUENT EVENTS | Subsequent
to our year ended December 31, 2015, and to the date of filing of this Report, the Company issued the following additional shares
of common stock in connection with the convertible notes: The
Company issued 11,923,377 shares of common stock to JSJ in satisfaction of principle reductions aggregating $6,273; The
Company issued 16,964,364 shares of common stock to LG in satisfaction of principle and accrued interest reductions aggregating
$7,541; The
Company issued 11,923,377 shares of common stock to Adar in satisfaction of principle reductions aggregating $32,713; and The
Company issued 29,554,020 shares of common stock to EMA in satisfaction of principle reductions aggregating $14,160. During
the interim period ending September 30, 2017, the Company issued 13,500,000 shares of common stock to EMA in satisfaction of a
principle reduction of $1,478 and a penalty of $750. Note
and Share Cancellation and Exchange Agreement On
May 18, 2016, the Elite Data Services, Inc. (the Company) Company and Baker Myers and Associates LLC, a Nevada limited
liability company (Baker Myers, an entity owned by Sarah Myers, the President, Chief Operating Officer and
Director of the Company ) executed a Note and Share Cancellation and Exchange Agreement (the Share Exchange Agreement),
with respect to that certain unsecured Promissory Note (the Original Baker Myers Note) dated on or about January
13, 2013, in the original amount of $587,500 (the Original Amount), pursuant to which Baker Myers agreed to forego
and waive any and all right in, entitlement to or interest in (A) a total of $87,500 in principal, a total of $92,465 in accrued
interest, late charges, reimbursable attorneys fees, reimbursable expenses and any other sums due and payable under the
Original Baker Myers Note totaling $179,952 (the Cancelled Amount) as of the date of execution (the Effective
Date), any future payments due under the Original Baker Myers Note and all or any other of Baker Myerss rights under
the Cancelled Amount of the Original Baker Myers Note, thereby extinguishing and canceling the Cancelled Amount of the Original
Baker Myers Note and terminating any and all of Companys obligations thereunder, (B) the Shares (hereinafter also referred
to as the Cancelled Shares) in exchange for the issuance an Option Agreement (the Option Agreement),
registered in the Baker Myerss name to purchase up to a certain number of membership interests (the EDM Membership
Interest) of Elite Data Marketing LLC, a Florida limited liability company (the EDM), in an amount totaling
one hundred percent (100%) of the ownership interest in EDM (the Option 1), (B) the issuance by Company to Baker
Myers of a three-year cashless common stock purchase warrant (the Warrant No. BM-1) for the right
to purchase a total of 3,000,000 shares of Series B Preferred Stock of the Company (the Preferred Warrant Shares),
at a purchase price of $0.001 per share, with certain rights and preferences as set forth in the certificate of designation (the
Certificate of Designation of Series B Preferred), in exchange for the Cancelled Shares, as referenced in the Share Exchange
Agreement, and (C) the issuance of an amended and restated convertible redeemable note (the Redeemable Note) in
the aggregate principal face amount of Five Hundred Thousand Dollars (US$500,000), at ten percent (10%) interest per annum commencing
on date of execution (the Effective Date), due and payable by the Company in eight (8) separate equal quarterly
payments of Sixty-Two Thousand Five Hundred Dollars (USD $62,500), plus accrued interest to date, due on the first day of each
quarter beginning on the date of the first quarter following the date of execution of this Original Baker Myers Note, convertible
into shares of the Companys common stock at a conversion price equal to the lesser of $0.01 per share or a discount of
fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations
of 4.99% and other terms and conditions set forth therein. Note
Cancellation and Extinguishment Agreement On
or about March 14, 2017, the Company and Baker & Myers & Associates LLC, a Nevada limited liability company (Baker
Myers, an entity owned by Sarah Myers, a former Secretary, Treasurer and Director of the Company) executed a
Note Cancellation and Extinguishment Agreement (the Note Cancellation Agreement), pursuant to which Baker Myers
(also herein referred to as Releasor) decided to exercise the entire Option Agreement for the acquisition of Elite
Data Marketing LLC, a Florida limited liability company (the EDM), as set forth in the Share Exchange Agreement,
dated May 18, 2016, in which Releasor agreed to forego and waive any and all right in, entitlement to or interest in any principal,
interest, late charges, reimbursable attorneys fees, reimbursable expenses and any other sums due and payable with respect
to a total of Two Hundred Thousand Dollars (US$200,000) of the final two (2) quarterly payments of the Redeemable Note dated May
18, 2016 (the Cancelled Sum), and any future payments due under the Cancelled Sum of the Redeemable Note and all
or any other of Releasors rights under the Cancelled Sum of the Redeemable Note, thereby extinguishing and canceling the
Cancelled Sum of the Redeemable Note and terminating any and all of Releasees obligations thereunder Cancelled Sum of the
Redeemable Note, effective as of March 14, 2017 (the Effective Date), in exchange for the assignment and transfer
by the Company of any and all of the issued and outstanding membership interests owned and held by Releasee representing a total
of One Hundred Percent (100%) of the ownership interest of EDM to Releasor on the Effective Date (the Cancellation Transaction),
pursuant to the Assignment of Membership Interests (the Assignment), attached as Exhibit A to the Note Cancellation
Agreement, and including other terms and conditions set forth therein. The
Cancellation Transaction and Assignment resulted in Elite Data Marketing LLC, which was created in May of 2016 to hold the assets
of www.classifiedride.com originally acquired by the Company from Baker Myers, no longer being a subsidiary of the Company, with
no further operational effect or obligation to the Company. Baker
Myers Warrant Transfer Voting Trust On
March 14, 2017, Baker Myers executed that certain Voting Trust Agreement, of which the Company approved, in which Baker Myers
agreed to the assignment and transfer of the ownership interest of its stock purchase warrant (the Warrant) for
the right to purchase a total of 3,000,000 shares of Series B Preferred Stock, owned and held by Baker Myers, to the Voting Trustee,
which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock, be simultaneously
exercised and converted by the Company and Voting Trustee into a total of 30,000 of Series B Preferred Stock, and 2,970,000 shares
of Common Stock, to be held by the Voting Trustee in the Voting Trust for the benefit of Baker Myers, in accordance with the terms
of the Voting Trust Agreement (as described more fully herein). Sixth
Amendment to Line of Credit On
May 18, 2016, the Company and Sarah Myers, an individual (and also the President, Chief Operating Officer and Director of the
Company) (Myers) executed the Sixth Amendment to the Line of Credit Agreement (the Sixth Amendment),
pursuant to which the parties mutually agreed to cancel and otherwise terminate the effectiveness of Revolving Line of Credit
Agreement (the Original LOC Agreement) dated September 1, 2013, as amended, up to a total amount of USD$50,000 for
the purposes of providing Company with working capital, as needed from time to time, as set forth in the executed Promissory Note
(the Original Myers Note) dated on even date therewith, in the original amount of USD $50,000 (collectively referred
to as the Original Agreements), whereby Myers would no longer extend any funds to the Company, pursuant to the terms
of the Original Agreements, in exchange for the issuance of an amended and restated convertible redeemable note (the Amended
and Restated Note) in the principal amount of $175,000.00, at ten percent (10%) interest per annum commencing on January
1, 2016 (the Effective Date), due and payable to Myers by Company in seven (7) separate equal quarterly payments
of Twenty-Fifty Thousand Dollars (USD $25,000), plus accrued interest to date, due on the first day of each quarter beginning
on the date of the first quarter following the date of execution of this Note (each a Maturity Date), convertible
into shares of the Companys common stock at a conversion price equal to the lesser of $0.01 per share or a discount of
fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, subject to aggregate conversion limitations
of 4.99% and other terms and conditions set forth therein. First
Amendment to Settlement Agreement On
May 18, 2016, the Company and Birch First Capital Fund LLC (Birch First Capital) and Birch First Advisors LLC (Birch
Advisors) executed the First Amendment to the Settlement Agreement (the First Amendment), pursuant to which
the parties mutually agreed to amend and restate the amended and restated convertible debenture (the Original Amended Note)
in the original amount of USD $300,000 (the Original Amended Note Amount), the convertible debenture (the Original
New Note) in the original amount of USD $300,000 (the Original New Note Amount) and the original consulting
agreement (the Original Consulting Agreement) dated on or about July 23, 2015, to reflect the following: (a) the
execution of an Amended and Restated Convertible Redeemable Note (the Amended and Restated Redeemable Note No.1)
in the principal amount of USD $400,000, at a rate of ten percent (10%) per annum commencing on July 23, 2015, convertible into
shares of the Companys common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight
percent (58%) of the lowest trading price for the ten (10) prior trading days, and other terms and conditions set forth therein,
(b) the issuance by Company to Birch First Capital a three-year cashless stock purchase warrant (the Warrant
No.1) for the right to purchase a total of 4,000,000 shares of Series B preferred Stock of the Company (the Preferred
Warrant Shares), at a purchase price of $0.001 per share, on the terms and conditions set forth therein, (c) the execution
of an Amended and Restated Convertible Redeemable Note (the Amended and Restated Redeemable Note No. 2) in the principal
amount of USD $300,000, at a rate of ten percent (10%) per annum commencing on July 23, 2015, convertible into shares of the Companys
common stock at a conversion price equal to the lesser of $0.01 per share or a discount of fifty-eight percent (58%) of the lowest
trading price for the ten (10) prior trading days, subject to aggregate conversion limitations of 4.99% and other terms and conditions
set forth therein, (d) the execution of an Amended and Restated Consulting Agreement (the Amended and Restated Consulting
Agreement) on the terms and conditions set forth therein, including, but not limited to, for a period of twenty-four (24)
months, with consideration payable to Birch Advisors and/or its assigns in cash in the amount of Ten Thousand Dollars ($10,000.00)
per month, including, any and all payments set forth Amended and Restated Redeemable Note No.2, and the issuance by the Company
to Birch First Advisors and/or assigns a three-year cashless stock purchase warrant (the Warrant No.2)
for the right to purchase up to 1,000,000 shares of common stock of the Company (the Common Warrant Shares) each
month a strike price of $0.001 per share (the Exercise Price), and (e) the acceptance by the Company of the execution
of the Assignment of Amended and Restated Redeemable Note No.2 (hereinafter referred to as the Assigned Note) between
Birch Advisors and Birch First Capital, in which Birch Advisors agreed to assign the ownership interest of Assigned Note to Birch
First Capital, on the terms and conditions set forth therein, of which the Company was not a party, however, provided consent
at the request of Birch Advisors and Birch First Capital. Birch
First Warrant Transfer Voting Trust On
March 14, 2017, Birch First Capital Investments LLC (f/k/a Birch First Capital Fund LLC), a Delaware limited liability company
(Birch First Capital) executed that certain Voting Trust Agreement, of which the Company approved, in which Birch
First Capital agreed to the assignment and transfer of the ownership interest of its stock purchase warrant (the Warrant)
for the right to purchase a total of 4,000,000 shares of Series B Preferred Stock, owned and held by Birch First Capital to the
Voting Trustee, which shall, thereafter, upon the completion by the Company of a reverse split of 1:1000 of its Common Stock,
be simultaneously exercised and converted by the Company and Voting Trustee into a total of 40,000 shares Series B Preferred Stock,
and 3,960,000 shares of Common Stock, to be held by the Voting Trustee in the Voting Trust for the benefit of Birch First Capital,
in accordance with the terms of the Voting Trust Agreement (as described more fully herein). Contractor
Agreements On
May 18, 2016, the Company and Dr. James G. Ricketts, an individual (and also the Chairman and VP of Investor Relations of
the Company) (the Ricketts) executed an Agreement (the Ricketts Agreement) for the continued
engagement of Ricketts for his continued services to the Company and for such other services, as deemed necessary by the Board
of Directors, from time to time, for a period of one year from the date of execution, and renewal for three (3) successive one
(1) year terms unless terminated early. The Company agreed to compensate Ricketts in the form of (a) a total of $5,000 per month
for the first year, and $10,000 per month for subsequent terms, payable in cash or converted into restricted common stock of the
Company, at Ricketts discretion, pursuant to the Companys Stock Option Plan then in effect, (b) the right to participate
in future stock options then in effect, and (c) a grant of a total of One Million (1,000,000) shares of Series B Preferred Stock
at a per share price of $0.0001, as an inducement to enter into the Ricketts Consulting Agreement, as set forth in Subscription
Agreement (the Ricketts Subscription Agreement), as described more fully in Item 3.02. Pursuant
to the terms of the Ricketts Agreement, the Company and Ricketts also executed a Board Services Agreement (the Ricketts
Services Agreement), on even date, in which the Company agreed to pay to the Ricketts a fee in an amount
equal Ten Thousand Dollars (USD $10,000), payable on a quarterly basis, in the form of cash and/or equity, in the
form of shares of restricted common stock of the Company, pursuant to the terms and conditions of the Companys Stock Option
Plan effective as of August 27, 2015 , and further agreed to provide certain legal protections of Ricketts from
certain liabilities of the Company, existing now or in the future, to the fullest extent permitted by applicable law related to
his duties under the Service Agreement, pursuant to the terms of the Indemnification Agreement (the Ricketts Indemnification
Agreement), referenced by exhibit therein, executed on even date therewith The
foregoing description of the Ricketts Agreement, Ricketts Subscription Agreement, Ricketts Services Agreement and Ricketts
Indemnification Agreement are qualified in its entirety by reference to the Ricketts Agreement, Ricketts Subscription
Agreement, Ricketts Services Agreement and Ricketts Indemnification Agreement filed as Exhibit 10.72 to this report and incorporated
herein by reference. On
May 18, 2016, the Company and Stephen Antol, an individual (and also the Chief Financial Officer of the Company) (the
Antol) executed an Agreement (the Antol Agreement) for the continued engagement of Antol for his continued
services as the Chief Financial Officer of the Company, and also Secretary and Treasurer, and other services to be provided to
the Company, as deemed necessary by the Board of Directors, from time to time, for a period of one year from the date of execution,
and renewal for three (3) successive one (1) year terms unless terminated early. The Company agreed to compensate Antol in the
form of (a) a total of $5,000 per month for the first year, and $10,000 per month for subsequent terms, payable in cash or converted
into restricted common stock of the Company, at Antols discretion, pursuant to the Companys Stock Option Plan then
in effect, (b) the right to participate in future stock options then in effect, (c) a grant of a total of One Million (1,000,000)
shares of Series B Preferred Stock at a per share price of $0.0001, as an inducement to enter into the Agreement, as set forth
in Subscription Agreement (the Antol Subscription Agreement), as described more fully in Item 3.02, and (d) the
execution of an Indemnification Agreement (the Antol Indemnification Agreement), on even date, in which the
Company agreed to provide certain legal protections of Antol from certain liabilities of the Company, existing
now or in the future, to the fullest extent permitted by applicable law related to his duties under the Antol Agreement. Ricketts
and Antol Stock Transfer Voting Trust On
or about March 14, 2017, Dr. James G. Ricketts, and Stephen Antol (each a Stockholder) executed a Voting Trust Agreement, which
the Company approved in advance, in which each of the Stockholder, jointly and severally, agreed to each deposit with the Voting
Trustee a total of 500,000 shares of Series B Preferred Stock (for a total of 1,000,000 shares), owned and held by each of them
as Stockholders, as referenced in the execution of two (2) separate assignments, which shall, thereafter, upon the completion
by the Company of a reverse split of 1:1000 of its Common Stock, be converted by the Company and Voting Trustee into a total of
5,000 shares of Series B Preferred Stock each (for total of 10,000 shares), and 495,000 shares of Common Stock each (for a total
totaling 990,000 shares), to be held by the Voting Trustee in the Voting Trust for the benefit of each such Stockholder, in accordance
with the terms of the Voting Trust Agreement (as described more fully herein). Convertible
Redeemable Note for Unpaid Invoices On
May 18, 2016, the Company and JMS Law Group PLLC (JMS) executed a settlement letter (the Settlement Letter)
in which the parties agreed to settle unpaid invoices for services rendered by JMS to the Company in the amount of $20,000, and
further agreed to pay JSM a total of $7,500 for continued services to the Company until July 31, 2016. Pursuant
to the terms of the Settlement Letter, the Company issued to JMS a six month convertible redeemable note (the Note) in
the principal amount of USD $ 27,5 00, at a rate of ten percent (10%) per annum commencing on date of issuance ,
convertible into shares of the Companys common stock at a conversion price equal to the lesser of $0.01 per share or a
discount of fifty-eight percent (58%) of the lowest trading price for the ten (10) prior trading days, and other customary and
standard terms and conditions set forth therein. Third
Amendment to Securities Purchase Agreement On
May 20, 2016, the Company and H Y H Investments, S.A. (HYHI) executed the Third Amendment to the Securities Purchase
Agreement (the Third Amendment), pursuant to which the parties agreed to further clarify and amend and restate certain
provisions of the Original Purchase Agreement, First Amendment and Second Amendment (the Original Purchase Agreement). Pursuant
to the terms of the Third Amendment, the parties mutually agreed to cancel the Original Purchase Agreement dated April 6, 2015,
in exchange for a new Joint Venture Agreement (the Joint Venture) executed on even date therewith, pursuant to which
the Company and HYHI agreed to create a joint venture relationship using Elite Data Holdings S.A., a Honduras corporation, a wholly-owned
subsidiary of Elite Gaming Ventures LLC, a Florida limited liability company (EVG), a wholly-owned subsidiary of
the Company, and a distributor license from HYHI and El Mar Muerto Beauty Mineral, S.A., a Honduras corporation (EMBM)
to establish gaming operations (the Purpose) by distributing and maintaining a total of eighty (80) slot
machines in the cities of La Lima, Cortes; eighty (80) slot machines in the cities of Trujillo, Colon; and One Hundred and Sixty
(160) slot machines in Roatan in the bay island of Honduras. Pursuant
to the terms of the Joint Venture, HYHI agreed to effect the distributor license (the License) related to the Purpose,
provided that the Company and EVG would be responsible for providing any and all financial and operational resources required
to execute on the License granted to the Company, including, but not limited to, the funding for the initial and ongoing operating
costs in the minimum amount of Five Hundred Thousand Dollars (USD $500,000) on or before December 31, 2016 (the Initial
Funding). In
addition, the Company and EVG agreed to pay HYHI consideration in the total amount of USD $10,000,000 (the Total Consideration),
due and payable as follows: (a)
Initial Payment. (b)
Convertible Note. (c)
Revenue Share Plan. The
Joint Venture also included the option of the Company and EVG to acquire the ownership of EMBM and License directly, within thirty
(30) days of the date payment in full of the Total Consideration is made to HYHI pursuant to the Agreement, at which time, EVG
and Company would have the right to exercise an option (the Option) to acquire one hundred percent (100%) of EMBM,
including, but not limited to, any and all assets (e.g. gaming licenses, etc.), and liabilities required to continue the gaming
operation set forth by the Joint Venture, for a purchase price of (USD $10.00) (the Option Payment), paid by the
Company to HYHI. Upon receipt by HYHI of a written notice to exercise the Option and the Option Payment from EVG or Company, HYHI
would execute any and all documents necessary to effect the assignment and transfer (the EMBM Assignment) of one
hundred percent (100%) of EMBM, including, but not limited to, any and all assets and liabilities required to continue the gaming
operation set forth by the Joint Venture, to the Company, free of any encumbrances, liens, or other third party claims related
to the DEAC and EGV, except for the obligations incurred from and remaining in the Joint Venture after the Assignment. In
the event of a termination, or if the Company is unable to provide the Initial Funding when due, or for a period not to exceed
ninety (90) days in each monthly instance, the financial and operational resources needed to maintain the operations of the Company
for its intended Purpose in an amount not less than Twenty-Five Dollars (USD $25,000) per month, less any revenues generated during
such period, HYHI shall have the right to cancel the Joint Venture in writing, thus terminating any further obligations of the
parties to this Agreement (the Termination), including the cancellation of any further Minimum Licensing Fee Payments
and the combined total of any outstanding amounts owed by DEAC, in excess of One Million Dollars (USD$1,000,000.00), on the Amended
and Restated Redeemable Note and all other Licensing Redeemable Notes, issued to HYHI which have not been converted, or otherwise
assigned, sold or transferred by HYHI to one or more other parties prior to such Termination date. Joint
Venture Termination Agreement, Note Modification, and Assignment; Transfer of Subsidiary On
or about March 14, 2017, the Company and H Y H Investments, S.A. (HYHI), a Honduras corporation executed a Joint
Venture Termination Agreement (the JV Termination Agreement), in which the entire Joint Venture set forth in the
original Joint Venture Agreement (the Joint Venture), dated May 20, 2016, was rendered null and void, except for
the validity and enforceability of a total of Three Million Nine Hundred Thousand Dollars (US$3,900,000) represented by the first
eight (8) quarterly payments of the original Amended and Restated Redeemable Note issued on or about May 20, 2016 in the amended
principal amount of Four Million Nine Hundred Thousand Dollars (USD $4,900,000), in relation to the following payments: (A) two
(2) separate payments of Four Hundred Fifty Thousand Dollars (USD $450,000), plus accrued interest to date, due on July 1, 2016
and October 1, 2016, respectively, for a total of Nine Hundred Thousand Dollars (USD $900,000), and payable in cash or convertible
into shares of common stock of DEAC at a conversion price equal to the lesser of $0.01 per share or fifty percent (50%) to
the five (5) trading day average closing price immediately preceding the payment date, and (B) the remaining balance of Four Million
(USD $4,000,000) payable in cash in a total of eight (8) equal quarterly installments of Five Hundred Thousand Dollars (USD $500,000),
plus accrued interest to date, on the first day of each quarter beginning with January 1, 2017 and ending on January 1, 2019,
convertible into shares of common stock of DEAC at fifty percent (50%) discount to the five (5) trading day average closing price
immediately preceding the payment date, and other terms more fully described in the amended note set forth in the Amended and
Restate Redeemable Note, thus cancelling the final two (2) quarterly payments (seventh and eighth quarterly payments) of Five
Hundred Thousand Dollars (USD $500,000) each for a reduction of One Million Dollars (UD$1,000,000) of the principal amount of
the Amended and Restated Redeemable Note, pursuant to the terms of the Note Cancellation and Extinguishment Agreement (the Note
Cancellation Agreement), attached as Exhibit A to the JV Termination Agreement, and any and all existing operations, including,
but not limited to, all of the assets and liabilities of the Joint Venture remained in Elite Data Holdings S.A., a Honduras corporation
(EDH), as a wholly-owned subsidiary of Elite Gaming Ventures LLC, a Florida limited liability company (EGV),
with the ownership interest of EGV assigned and transferred to HYHI and/or its assigns as set forth in the Assignment (the Assignment),
attached as Exhibit A-1 to the Note Cancellation Agreement, including other terms and conditions set forth therein. The
termination of the Joint Venture resulted in Elite Gaming Ventures LLC (and, its wholly-owned subsidiary, Elite Data Holdings
S.A.) no longer being a subsidiary of the Company, with no further operational effect or obligation to the Company, except for
certain amounts owed by the Company under a further amendment to the Amended and Restated Redeemable Note. Assignments
to Elite Data Marketing LLC As
set forth in Item 8.01 the Company formed Elite Data Marketing LLC. On May 20, 2016, the Company executed an Assignment of Ownership
Interest with its newly formed subsidiary, Elite Data Marketing LLC, pursuant to which the Company assigned and transferred (A)
a certain amount of Companys ownership interest held in www.classifiedride.com, an online classified listing website (the
ClassifiedRide), equal to an aggregate total of one hundred percent (100%) of the ownership interest of the ClassifiedRide
asset (the ClassifiedRide Asset), acquired by the Company from Baker Myers, on or about January 13, 2014, and (B)
a certain amount of Companys ownership interest in Autoglance LLC, a Tennessee limited liability company (the Autoglance),
equal to an aggregate total of fifty-one percent (51%) of the units of membership interest (the Autoglance Units),
including, but not limited to, the majority control over all owned assets of Autoglance, acquired by the Company from Baker Myers,
on or about January 15, 2014. Pursuant
to the terms of the Cancellation Transaction and Assignment between Company and Baker Myers on March 14, 2017, Elite Data Marketing
LLC, which was created in May of 2016 to hold the assets of www.classifiedride.com originally acquired by the Company from Baker
Myers was assigned and transferred to Baker Myers, resulting in the entity no longer being a subsidiary of the Company, with no
further operational effect or obligation to the Company. Definitive
Agreement for the acquisition of a new subsidiary On
May 20, 2016, the Company and the controlling shareholders of Properties of Merit Inc., a Nevada corporation (POM),
executed a definitive agreement (the POM Definitive Agreement), pursuant to which the Company agreed to acquire one
hundred percent (100%) of the ownership interest in POM, in the form of three (3) separate closings beginning on or
before May 27, 2016, subject to the following terms and conditions: (a)
First Closing . In
addition, within two (2) business days after the Initial Closing, POM agreed to advance a total of Twenty-Five Thousand Dollars
($25,000) to the Company for the purposes of funding the completion of Companys audit and Form 10K filing with the SEC
for the period ending December 31, 2015 (the Interim Financing), secured by an executed Convertible Redeemable Note
(POM Note). Separately, the Company agreed to arrange for initial funding to finance the POM operations in an amount
of not less than $250,000, within thirty (30) days after the Initial Closing. (b)
Second Closing. In
addition, the Second Closing would be contingent upon (a) the ability of POM to complete all necessary corporate actions to effect
any and all outstanding matters related to POM Permits and POM Rights set forth in the Agreement, including, but not limited to
audit financials on POM and any subsidiary acquired or formed by POM after the first Closing (the Books and Records),
in form acceptable to the Company, and (b) the Companys ability to obtain additional funding to finance the POM operations
in an amount of not less than $2.5M and up to $7.5M in the aggregate. (c)
Third Closing In
addition, the Third Closing would be contingent upon the Companys ability to obtain additional funding to finance the POM
operations in an amount of not less than $7.5M (if such total minimum amount was not secured in the Second Closing) and up to
$15M in the aggregate. Notwithstanding
the forgoing, the Companys obligations for the financings required in all three (3) closings may be completed in the form
of either debt and/or equity or joint venture financing from either (a) Company to POM as inter-company financing to an operating
subsidiary, or (b) from one or more third-parties directly into POM. In
the event of a termination of the Definitive Agreement after the First Closing or Second Closing, the Company is required to assign
and transfer any and all POM Shares held by the Company back to the controlling shareholders of POM, and POM controlling shareholders
is required to assign and transfer any and all New DEAC Shares back to Company. In the event, Company has arranged and completed
any of the required financings set forth in the Definitive Agreement, then POM and POM Controlling Shareholders will be required
to abide by the terms of the such financings, mutually agreed to as such time, and if such financings were completed directly
with Company and not by a third-party, POM and POM controlling shareholders would be responsible for the repayment of such funds
advanced by Company as if Company was a third-party investor or lender. POM and POM controlling shareholder mutually agreed in
advance to execute any and all necessary documents to effect such financial arrangement with Company if a termination does occur
prior to the Third Closing. If no additional financings have occurred prior to the Second Closing and/or Third Closing, POM and
POM Shareholders shall not have any further obligations to Company, except as otherwise provided for herein. Termination
Agreement to Equity Purchase Agreement On
May 24, 2016, the Company and Tarpon Bay Partners LLC (Tarpon) executed a Termination Agreement (the Termination
Agreement), in which the parties agreed to cancel the original Equity Purchase Agreement (the Original Purchase
Agreement), dated July 14, 2015 (except for the original Promissory Notes (the Original Tarpon Note) which
was amended and restated as set forth below), in the original amount of USD $50,000.00, issued by the Company to Tarpon as additional
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