INFORMATION
STATEMENT
PURSUANT
TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934
Approximate
Date of Mailing: __________________, 2017;
TO
THE STOCKHOLDERS OF SEANIEMAC INTERNATIONAL, LTD.:
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’
MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
This
notice and accompanying Information Statement is furnished to the holders of shares of common stock, par value $0.001 per share
(“Common Stock”), of Seaniemac International, Ltd., a Nevada corporation (the “Company”), pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C and Schedule
14C thereunder, in connection with the approval of the actions described below (collectively, the “Corporate Actions”)
taken by unanimous written consent of the Board of Directors of the Company and by written consent of the holders of a majority
of the voting power of the issued and outstanding capital stock of the Company:
1.
|
A
reverse stock split of the outstanding shares of the Common Stock, at the ratio of 1-for-100, with any fractional shares being
rounded up to the next higher whole share (the “Reverse Stock Split”); and
|
|
|
2.
|
Immediately
following completion of the Reverse Stock Split, a reduction of the number of authorized shares of Common Stock from 4,000,000,000
to 400,000,000 (the “Authorized Share Reduction”).
|
The
purpose of this Information Statement is to notify our stockholders that on ___, 2017, stockholders holding a majority of the
voting power of our issued and outstanding shares of Common Stock executed a written consent approving the Corporate Actions.
In accordance with Rule 14c-2 promulgated under the Exchange Act, the Corporate Actions will become effective no sooner than 20
days after we mail this notice and the accompanying Information Statement to our stockholders.
The
written consent that we received constitutes the only stockholder approval required for the Corporate Actions under Nevada law
and the Company’s articles of incorporation and bylaws, each as amended. As a result, no further action by any other stockholder
is required to approve the Corporate Actions and we have not and will not be soliciting your approval of the Corporate Actions.
Notwithstanding, the holders of our Common Stock of record at the close of business on ____, 2017 are entitled to notice of the
stockholder action by written consent.
This
notice and the accompanying Information Statement are being mailed to our holders of Common Stock of record as of ____, 2017 on
or about _________________, 2017.
This notice and the accompanying Information Statement shall constitute notice to you of
the action by written consent in accordance with Rule 14c-2 promulgated under the Exchange Act.
Attached
hereto for your review is an Information Statement relating to the above-described actions. Please read this Information Statement
carefully. It describes the essential terms of the actions to be taken. Additional information about the Company is contained
in its reports filed with or furnished to the Securities and Exchange Commission (the “SEC”). These reports, their
accompanying exhibits and other documents filed with the SEC may be inspected without charge at the Public Reference Section of
the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of such material may also be obtained from the SEC at prescribed
rates. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding
public companies that file reports with the SEC. Copies of these reports may be obtained on the SEC’s website at
www.sec.gov.
NO
VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT. WE ARE NOT
ASKING FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY.
|
By
Order of the Board of Directors,
|
|
|
|
|
By
|
/s/
Barry M. Brookstein
|
|
|
Barry
M. Brookstein
|
|
|
Chief
Executive Officer
_____________, 2017
|
SEANIEMAC
INTERNATIONAL, LTD.
780
New York Avenue, Suite A, Huntington, New York 11743
(386)
409-0200
_____________,
2017
INFORMATION
STATEMENT
INFORMATION
CONCERNING THE ACTION BY WRITTEN CONSENT
Pursuant
to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated
thereunder, the notice and this information statement (this “Information Statement”) will be mailed on or about _____________,
2017 to the stockholders of record, as of ____, 2017 (the “Record Date”), of Seaniemac International, Ltd., a Nevada
corporation (hereinafter referred to as “we,” “us,” “our,” “Seaniemac” or the
“Company”). This Information Statement is being circulated to advise stockholders of actions already approved and
taken without a meeting by written consent of the stockholders who hold a majority of the voting power of our voting stock.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Our
board of directors and stockholders holding a majority of our voting power took action by written consent to approve the following
actions:
1.
|
A
reverse stock split of the outstanding shares of the Common Stock, at the ratio of 1-for-100, with any fractional shares being
rounded up to the next higher whole share (the “Reverse Stock Split”); and
|
|
|
2.
|
Immediately
following the completion of the Reverse Stock Split, a reduction of the number of authorized shares of Common Stock from 4,000,000,000
to 400,000,000 (the “Authorized Share Reduction” and together with the Reverse Stock Split, the “Corporate
Actions”).
|
On
____, 2017, our board of directors unanimously approved an amendment to our Articles of Incorporation, as amended (the “Articles”),
to effect the Reverse Stock Split (the “Reverse Stock Split Amendment”) and an amendment to our Articles to effect
the Authorized Share Reduction (the “Authorized Share Reduction Amendment” and together with the Reverse Stock Split
Amendment, the “Amendments”). Subsequent to our board of directors’ approval of the Amendments, the holders
of a majority of the voting power of our voting stock, on _____, 2017 approved, by written consent, the Amendments. The consenting
stockholders and their respective approximate ownership percentages of the voting stock of the Company, which total in the aggregate
51% of the outstanding voting stock, through the consent of 1,000,000 shares of our Series E Senior Convertible Voting Non-Redeemable
Preferred Stock, are as follows: 1,000,0000 shares of our Series E Senior Convertible Voting Non-Redeemable Preferred Stock (51%).
The
Corporate Actions will become effective upon (i) the filing of the Amendments with the Secretary of State of the State of Nevada
and (ii) approval of the Corporate Actions by the Financial Industry Regulatory Authority (“FINRA”).
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the Amendments will not be effected until at least 20 calendar days after the
mailing of this Information Statement to our stockholders.
RECORD
DATE AND VOTING SECURITIES
Only
stockholders of record at the close of business on the Record Date, are entitled to notice of the information disclosed in this
Information Statement. As of the Record Date, our authorized securities consist of 4,000,000,000 shares of common stock, $0.001
par value per share, and 10,000,000 shares of Convertible Preferred Stock, $0.001 par value per share, of which there are authorized
the following series: (i) Series A Senior Convertible Voting Non-Redeemable Preferred Stock (the “Series A Preferred”)
- 2,500,000 shares authorized; (ii) Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock (the “Series
B Preferred”) - 1,500,000 shares authorized; (iii) Series C Senior Subordinated Convertible Voting Redeemable Preferred
Stock (the “Series C Preferred”) - 2,000,000 shares authorized; (iv) Series D Senior Convertible Voting Redeemable
Preferred Stock (the “Series D Preferred”) - 100,000 shares authorized; and Series E Senior Convertible Voting Non-Redeemable
Preferred Stock (the “Series E Preferred”) – 1,000,000 shares authorized.
As
of the Record Date, there were 3,342,488,535 shares of common stock issued and outstanding, held by 94 holders of record, and
(i) Series A Preferred – 1,331,250 shares issued and outstanding; (ii) Series B Preferred – 750,000 shares issued
and outstanding; (iii) Series C Preferred – 1,421,577 shares issued and outstanding; (iv) Series D Preferred - 100,000 shares
issued and outstanding and (v) Series E Preferred – 1,000,000 shares issued and outstanding.
Holders
of our common stock are entitled to one vote per share. Holders of Series A Preferred, Series B Preferred and Series C Preferred
are entitled to 100 votes per share, holders of our Series D preferred stock are entitled to 10,000 votes per share, and holders
of our Series E Preferred Stock are entitled, collectively, to cast a number of votes equal to 102% of the total number of votes
entitled to be cast by all of the other shares of stock, with the total number of votes to be apportioned pro rata between the
shares of Series E Preferred Stock then outstanding.
The
Company’s Common Stock is quoted on the OTC Pink market tier of the OTC Markets Group Inc. under the symbol “BETS.”
The last sale price of our Common Stock as reported on the OTC Pink was $0.0002 on January 19, 2017.
THIS
IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED
HEREIN. THIS INFORMATION STATEMENT IS BEING FURNISHED TO YOU SOLELY FOR THE PURPOSE OF INFORMING YOU OF THE MATTERS DESCRIBED
HEREIN.
STOCKHOLDERS’
RIGHTS
The
elimination of the need for a special meeting of the stockholders to approve the actions described in this Information Statement
is authorized by Section 78.320(2) of the Nevada Revised Statutes. Section 78.320(2) provides that any action required or permitted
to be taken at a meeting of stockholders of a corporation may be taken without a meeting, before or after the action, if a written
consent thereto is signed by the stockholders holding at least a majority of the voting power. In order to eliminate the costs
and management time involved in holding a special meeting and in order to effect the actions disclosed herein as quickly as possible
in order to accomplish the purposes of our Company, we chose to obtain the written consent of a majority of our voting power to
approve the actions described in this Information Statement.
The
actions described in this Information Statement cannot be taken until at least 20 calendar days after this Information Statement
has first been sent or given to our stockholders.
EXPENSES
The
costs of preparing, printing and mailing this Information Statement will be borne by Seaniemac.
STOCKHOLDERS
SHARING AN ADDRESS
We
will deliver only one Information Statement to multiple stockholders sharing an address unless we have received contrary instructions
from one or more of the stockholders. We undertake to deliver promptly, upon written or oral request, a separate copy of the Information
Statement to a stockholder at a shared address to which a single copy of the Information Statement is delivered. A stockholder
can notify us that the stockholder wishes to receive a separate copy of the Information Statement by contacting us at the address
or phone number set forth above. Conversely, if multiple stockholders sharing an address receive multiple Information Statements
and wish to receive only one, such stockholders can notify us at the address or phone number set forth above.
BACKGROUND
AND PURPOSE OF THE AMENDMENTS
General
Our
board of directors and the holders of our Series E Preferred representing a majority of the voting power of our capital stock,
have taken action by written consent to authorize our board of directors to effect the Reverse Stock Split Amendment and the Authorized
Share Reduction Amendment. Our board of directors has discretion to abandon the Amendments prior to their effectiveness.
The
Corporate Actions will become effective upon (i) the filing of the Amendments with the Secretary of State of the State of Nevada
and (ii) approval of the Corporate Actions by the Financial Industry Regulatory Authority. We expect the Corporate Actions to
be effective on or about _____________, 2017.
Reasons
for Proposed Amendments
Our
board of directors’ primary reason for approving and recommending the Reverse Stock Split is to increase the per share price
of our Common Stock.
Our
board of directors’ primary reason for approving and recommending the Authorized Share Reduction is to maintain a disproportionately
higher level of authorized shares relative to the Reverse Stock Split ratio so that such authorized shares will be available for
future issuances, because under the Nevada corporation law the authorized shares would be correspondingly reduced upon the Reverse
Stock Split without this additional amendment.
Our
board of directors believes that attaining and maintaining the stock price at higher levels will attract better access to capital;
which is in the best interests of our company and its stockholders. Our board of directors further believes that an increased
stock price may encourage investor interest and improve the marketability of our Common Stock to a broader range of investors.
We believe that the Corporate Actions will make our Common Stock more attractive to a broader range of institutional and other
investors, as we have been advised that the current market price of our Common Stock may affect its acceptability to certain institutional
investors, professional investors and other members of the investing public. Many brokerage houses and institutional investors
have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual
brokers from recommending low-priced stocks to their customers. In addition, some of those policies and practices may function
to make the processing of trades in low-priced stocks economically unattractive to brokers. Moreover, because brokers’ commissions
on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the
current average price per share of our Common Stock can result in individual stockholders paying transaction costs representing
a higher percentage of their total share value than would be the case if the share price were substantially higher. We believe
that the Corporate Actions will make our Common Stock a more attractive and cost effective investment for many investors, which
should enhance the liquidity available to the holders of our Common Stock. Accordingly, we believe that approval of the Corporate
Actions is in our company’s and our stockholders’ best interests.
However,
despite approval of the Corporate Actions by our stockholders and the implementation thereof by our board of directors, there
is no assurance that our minimum bid price would be or remain following the Corporate Actions at a level high enough to attract
capital investment in our company.
Reducing
the number of outstanding shares of our Common Stock through the Corporate Actions is intended, absent other factors, to increase
the per share market price of our Common Stock. However, other factors, such as our financial results, general market conditions
and the market perception of our company, may adversely affect the market price of our Common Stock. As a result, there can be
no assurance that the Corporate Actions, if completed, will result in the intended benefits described above, that the market price
of our Common Stock will increase following the Corporate Actions or that the market price of our Common Stock will not decrease
in the future. Additionally, we cannot assure you that the market price per share of our Common Stock after the Corporate Actions
will increase in proportion to the reduction in the number of shares of our Common Stock outstanding before the Corporate Actions.
Accordingly, the total market capitalization of our Common Stock after the Corporate Actions may be lower than the total market
capitalization before the Corporate Actions.
After
undertaking a thorough analysis of the advisability of the Reverse Stock Split and considering the totality of the circumstances,
our Board of Directors believes that it is fair to the stockholders of the Company, from a financial point of view, and in the
best interests of us and our stockholders. The effectuation of the Corporate Actions is conditioned on our Board’s consideration
of the totality of the circumstances.
Potential
Effects of Proposed Amendments
The
Corporate Actions will affect all holders of our Common Stock uniformly. The Corporate Actions are not intended to affect any
stockholder’s percentage ownership interest in our company, except for a nominal increase in percentage ownership interest
that will accrue as described below in “Fractional Shares,” record holders of our Common Stock otherwise entitled
to a fractional share as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by the
Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of our Common Stock to round
up to the next whole share.
The
Reverse Stock Split will not change the terms of our Common Stock. After the Reverse Stock Split, the shares of our Common Stock
will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our
Common Stock now authorized. Our Common Stock will remain fully paid and non-assessable.
After
the effective time of the Reverse Stock Split, we will continue to be subject to the periodic reporting and other requirements
of the Exchange Act. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction”
as described by Rule 13e-3 under the Exchange Act.
After
the effective time of the Reverse Stock Split, the post-split market price of our Common Stock may be less than the pre-split
price multiplied by the Reverse Stock Split ratio. In addition, a reduction in the number of shares of our Common Stock outstanding
may impair the liquidity for our Common Stock, which may reduce the value of our Common Stock.
The
availability of a substantial number of authorized but un-reserved shares of our Common Stock resulting from the Reverse Stock
Split, under various scenarios, may be construed as having an anti-takeover effect by permitting the issuance of shares of our
Common Stock to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions
in our Articles of Incorporation or bylaws as then in effect. The proposal to effectuate the Reverse Stock Split did not result
from our knowledge of any specific effort to accumulate our securities or to obtain control of us by means of a merger, tender
offer, proxy solicitation in opposition to management or otherwise, and our board of directors did not authorize the Reverse Stock
Split to increase the authorized shares of our Common Stock to enable us to frustrate any efforts by another party to acquire
a controlling interest or to seek representation on our board of directors.
Beneficial
Holders of Common Stock
Upon
the implementation of the Reverse Stock Split, we intend to treat shares held by stockholders through a bank, broker or other
nominee in the same manner as registered stockholders whose shares are registered in their names. Banks, brokers or other nominees
will be instructed to effect the Reverse Stock Split for their beneficial holders holding our Common Stock in “street name.”
However, these banks, brokers or other nominees may have different procedures than registered stockholders for processing the
Reverse Stock Split. Stockholders who hold shares of our Common Stock with a bank, broker or other nominee and who have any questions
in this regard are encouraged to contact their banks, brokers or other nominees.
Registered
“Book-Entry” Holders of Common Stock
Certain
of the registered holders of our Common Stock may hold some or all of their shares electronically in book-entry form with our
transfer agent, Island Stock Transfer. These stockholders do not have stock certificates evidencing their ownership of our Common
Stock. They are, however, provided with statements reflecting the number of shares registered in their accounts. Stockholders
who hold shares electronically in book-entry form with our transfer agent will not need to take action to receive evidence of
their shares of post-Reverse Stock Split Common Stock.
Holders
of Certificated Shares of Common Stock
Stockholders
holding shares of our Common Stock in certificated form will be sent a transmittal letter by our transfer agent after the effective
time of the Reverse Stock Split. The letter of transmittal will contain instructions on how a stockholder should surrender his,
her or its certificate(s) representing shares of our Common Stock (the “Old Certificates”) to our transfer agent in
exchange for certificates representing the appropriate number of shares of post-Reverse Stock Split Common Stock (the “New
Certificates”). No New Certificates will be issued to a stockholder until such stockholder has surrendered all Old Certificates,
together with a properly completed and executed letter of transmittal, to our transfer agent. No stockholder will be required
to pay a transfer or other fee to exchange his, her or its Old Certificates. Stockholders will then receive a New Certificate(s)
representing the number of shares of our Common Stock to which they are entitled as a result of the Reverse Stock Split. Until
surrendered, we will deem outstanding Old Certificates held by stockholders to be cancelled and only to represent the number of
shares of post-Reverse Stock Split Common Stock to which these stockholders are entitled. Any Old Certificates submitted for exchange,
whether because of a sale, transfer or other disposition of stock, will automatically be exchanged for New Certificates. If an
Old Certificate has a restrictive legend on its reverse side, the New Certificate will be issued with the same restrictive legend
on its reverse side.
STOCKHOLDERS
SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Fractional
Shares
We
will not issue fractional shares in connection with the Reverse Stock Split. Instead, stockholders who otherwise would be entitled
to receive fractional shares because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will automatically
be entitled to receive an additional fraction of a share of our Common Stock to round up to the next whole share.
Effect
of the Reverse Stock Split on Outstanding Convertible Debt, Stock Options, Warrants, and Employee Plans
Based
upon the Reverse Stock Split ratio, proportionate adjustments are generally required to be made to the per share exercise or conversion
price and the number of shares issuable upon the exercise or conversion of all outstanding preferred stock, options, warrants
or convertible debt securities entitling the holders to acquire shares of our Common Stock. This would result in approximately
the same aggregate price being required to be paid under such preferred stock, options, warrants or convertible debt securities
upon exercise or conversion, as applicable, and approximately the same value of shares of our Common Stock being delivered upon
such exercise or conversion immediately following the Reverse Stock Split as was the case immediately preceding the Reverse Stock
Split. The number of shares reserved for issuance pursuant to these securities will be reduced proportionately based upon the
Reverse Stock Split ratio.
Accounting
Matters
The
proposed Amendments will not affect the par value of our Common Stock. As a result, at the effective time of the Reverse Stock
Split, the stated capital on our balance sheet attributable to our Common Stock will be reduced in the same proportion as the
Reverse Stock Split ratio, and the additional paid-in capital account will be credited with the amount by which the stated capital
is reduced. The per share net income or loss and net book value of our Common Stock will be reclassified for prior periods to
conform to the post-Reverse Stock Split presentation.
Certain
Federal Income Tax Consequences of the Reverse Stock Split
The
following summary describes certain material U.S. federal income tax consequences of the Reverse Stock Split to holders of our
Common Stock. Unless otherwise specifically indicated herein, this summary addresses the U.S. federal income tax consequences
only to a beneficial owner of our Common Stock that is a United states person as defined in the Internal Revenue Code of 1986,
as amended (the “Code”), or a U.S. holder. This summary does not address all of the tax consequences that may be relevant
to any particular stockholder, including tax considerations that may apply to certain special classes of taxpayers under the Code.
As
a result, stockholders should seek advice on the tax consequences of the Reverse Stock Split based on their particular circumstances
from an independent tax advisor.
If
a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our
Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the
partner and the activities of the partnership. Partnerships that hold our Common Stock, and partners in such partnerships, should
consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Stock Split.
U.S.
Holders
The
Reverse Stock Split is intended to qualify as a “reorganization” under Section 368 of the Code. Assuming the Reverse
Stock Split qualifies as a reorganization, a U.S. holder generally will not recognize gain or loss upon the exchange (or deemed
exchange) of shares pursuant to the Reverse Stock Split. The aggregate tax basis of the new shares received in the Reverse Stock
Split will be the same as the aggregate tax basis in the old shares exchanged. The holding period for the new shares will include
the period during which the old shares surrendered in the Reverse Stock Split were held.
Non-U.S.
Holders
A
non-U.S. holder is a beneficial owner of our Common Stock that is not a U.S. holder. Generally, non-U.S. holders will not recognize
any gain or loss upon the Reverse Stock Split.
Dissenters’
Rights
Under
the Nevada Revised Statutes, stockholders will not be entitled to dissenters’ rights with respect to the proposed Amendments
to effect the Reverse Stock Split or the Authorized Share Reduction and we do not intend to independently provide stockholders
with such rights.
REDUCTION
IN AUTHORIZED SHARES OF COMMON STOCK
Our
Board of Directors and the holders of the majority voting power of our issued and outstanding capital stock have approved the
Authorized Share Reduction Amendment in order to reduce possible dilution that could occur to the value of the Common Stock in
the future by lowering the number of additional shares of Common Stock that can be issued in the future from authorized shares.
As of _____, 2017, the Company has 3,342,488,535 shares of Common Stock issued and outstanding. Upon the filing of the amendment
to the Articles, the Company will have approximately 400,000,000 shares of Common Stock authorized and available for future issuances.
AmendmentS
of the Company’s Articles of Incorporation
To
effect the Reverse Stock Split, the Company will amend its Articles. The Reverse Stock Split Amendment will provide for the Reverse
Stock Split becoming effective on the Effective Date, and will accordingly state that each share of Common Stock outstanding prior
to the Reverse Stock Split will be automatically reclassified and changed into 1/100th of a fully paid and non-assessable share
of Common Stock, without increase or decrease in the par value of thereof. The Reverse Stock Split Amendment will also provide
that no fractional shares shall be issued with respect to any shares of Common Stock and that the Company shall round up any partial
shares to the next highest whole share. The form of the Reverse Stock Split Amendment is attached hereto as Exhibit “A-1”.
The
Authorized Share Reduction Amendment will amend the Articles in order to effect the Authorized Share Reduction. The Authorized
Share Reduction Amendment will amend the Articles to reduce the number of authorized shares of Common Stock from 4,000,000,000
to 400,000,000. The form of the Authorized Share Reduction Amendment is attached hereto as Exhibit “A-1”.
INTEREST
OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
Except
as disclosed elsewhere in this Information Statement, none of the following persons has any substantial interest, direct or indirect,
by security holdings or otherwise in any matter to be acted upon:
|
●
|
Any
director or officer of our Company,
|
|
|
|
|
●
|
Any
proposed nominee for election as a director of our Company, and
|
|
|
|
|
●
|
Any
associate or affiliate of any of the foregoing persons.
|
The
stockholdings of our directors and officers are listed below in the section entitled “Security Ownership of Certain Beneficial
Owners and Management.” No director has advised us that he intends to oppose the Amendments.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information regarding the beneficial ownership of our common stock as of __________, 2017,
by the following persons:
|
●
|
Each
person who is known to be the beneficial owner of more than 5% of our issued and outstanding shares of common stock,
|
|
|
|
|
●
|
Each
of our named executive officers (as defined in Item 402 of Regulation S-K) and directors, and
|
|
|
|
|
●
|
All
of our directors and executive officers as a group.
|
Beneficial
ownership is determined in accordance with the rules and regulations of the SEC. The number of shares and the percentage beneficially
owned by each individual listed above include shares that are subject to options held by that individual that are immediately
exercisable or exercisable within 60 days from ___________, 2017, and the number of shares and the percentage beneficially owned
by all officers and directors as a group includes shares subject to options held by all officers and directors as a group that
are immediately exercisable or exercisable within 60 days from _______________, 2017.
The
information provided herein is based upon a list of our shareholders and our records with respect to the ownership of warrants
and options to purchase securities in our company. The percentages in the table have been calculated on the basis of treating
as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock
issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that
person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below
have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that
power may be shared with a spouse.
As
of ______________, 2017, there were 3,342,488,535 shares of our Common Stock outstanding.
Series
A Senior Convertible Voting Non-Redeemable Preferred Stock
Name
and Address of Beneficial Owner
|
|
Amount
and
Nature of
Beneficial Ownership (2)
|
|
|
Percent
of Class
|
|
Barry
Brookstein (1)
|
|
|
-0-
|
|
|
|
0-
|
%
|
Shane
O’Driscoll
|
|
|
|
|
|
|
|
|
All
executive officers and directors as a group (2 person)
|
|
|
|
|
|
|
0
|
%
|
(1)
|
Mr.
Brookstein is our Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. Mr. Brookstein was a director
of the Company until he resigned on January 5, 2017.
|
|
|
(2)
|
Pursuant
to a Stock Purchase Agreement with the Company, the Company redeemed from Mr. Brookstein 462,500 of his Series A Preferred
Stock.
|
Series
B Senior Subordinated Convertible Voting Redeemable Preferred Stock
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
Percent
of Class
|
|
Barry
Brookstein (1)
|
|
|
750,000
|
(2)
|
|
|
100
|
%
|
Shane
O’Driscoll
|
|
|
0
|
|
|
|
0
|
|
All
executive officers and directors as a group (2 person)
|
|
|
750,000
|
(2)
|
|
|
100
|
%
|
Spirits
Management Inc. (3)
|
|
|
750,000
|
|
|
|
100
|
%
|
(1)
|
Mr.
Brookstein is our Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. Mr. Brookstein was a director
of the Company until he resigned on January 5, 2017.
|
|
|
(2)
|
Includes
750,000 shares of Series B Preferred Stock owned by Spirits Management, Inc. a corporation in which Mr. Brookstein serves
as an executive officer and director and is the sole stockholder (“Spirits”). Pursuant to a Stock Purchase Agreement
with the Company, the Company redeemed from Mr. Brookstein 500,000 of his Series B Preferred Stock.
|
|
|
(3)
|
Spirits
is a corporation in which Mr. Brookstein, our Chief Executive Officer, Chief Financial Officer, and Secretary, serves as an
executive officer and director and is the sole stockholder. Spirits’ address is c/o Seaniemac International, Ltd., 780
New York Avenue, Suite A, Huntington, New York 11743.
|
Series
C Senior Subordinated Convertible Voting Redeemable Preferred Stock
Name
and Address of Beneficial Owner
|
|
Amount
and Nature of Beneficial Ownership
|
|
|
Percent
of Class
|
|
Barry
Brookstein (1)
|
|
|
450,601
|
(2)
|
|
|
31.69
|
%
|
Shane
O’Driscoll
|
|
|
0
|
|
|
|
|
|
All
executive officers and directors as a group (2 person)
|
|
|
450,601
|
(2)
|
|
|
31.69
|
%
|
Spirits
Management Inc. (3)
|
|
|
450,601
|
|
|
|
31.69
|
%
|
Phone
Tel New Corp. (4)
|
|
|
202,491
|
|
|
|
14.2
|
%
|
Tele-Serv
Inc. (4)
|
|
|
141,345
|
|
|
|
9.9
|
%
|
Telmax
Co. Inc. (4)
|
|
|
160,390
|
|
|
|
11.3
|
%
|
Agile
Opportunity Fund, LLC (5)
|
|
|
466,750
|
|
|
|
32.8
|
%
|
(1)
|
Mr.
Brookstein is our Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. Mr. Brookstein was a director
of the Company until he resigned on January 5, 2017.
|
|
|
(2)
|
Includes
(a) 450,601 shares of Series C Preferred Stock owned by Spirits, a corporation in which Mr. Brookstein serves as an executive
officer and director and is the sole stockholder. Pursuant to a Stock Purchase Agreement with the Company, the Company redeemed
from Mr. Brookstein 406,992 of his Series C Preferred Stock.
|
|
|
(3)
|
Spirits
is a corporation in which Mr. Brookstein, our Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Treasurer
and Secretary, serves as an executive officer and director and is the sole stockholder. Spirits’ address is c/o Seaniemac
International, Ltd, 780 New York Avenue, Suite A, Huntington, New York 11743.
|
|
|
(4)
|
The
address for Phone Tel New Corp., Tele-Serv Inc., and Telmax Co. Inc. is 153 Symphony Court, Eastport, New York 11941.
|
|
|
(5)
|
The
address for Agile Opportunity Fund, LLC is 1175 Walt Whitman Road, Melville, New York 11747.
|
Series
D Senior Convertible Voting Redeemable Preferred Stock
Name
and Address of Beneficial Owner
|
|
Amount
and
Nature of
Beneficial
Ownership
|
|
|
Percent
of Class
|
|
Barry
Brookstein (1)
|
|
|
100,000
|
|
|
|
100
|
%
|
Shane
O’Driscoll
|
|
|
0
|
|
|
|
0
|
|
All
executive officers and directors as a group (2 persons)
|
|
|
100,000
|
|
|
|
100
|
%
|
(1)
|
Mr.
Brookstein is our Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. Mr. Brookstein was a director
of the Company until he resigned on January 5, 2017.
|
Series
E Senior Convertible Voting Non-Redeemable Preferred Stock
Name
and Address of Beneficial Owner
|
|
Amount
and
Nature of
Beneficial
Ownership
|
|
|
Percent
of Class
|
|
RDRD
II Holding LLC (1)
|
|
|
1,000,000
|
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
Common
Stock
Name
and Address of Beneficial Owner
|
|
Amount and
Nature of
Beneficial
Ownership
|
|
|
Percent
of Class (1)
|
|
Barry
Brookstein (2)
|
|
614,456
|
(3)
|
|
|
*
|
Shane
O’Driscoll, Director
|
|
0
|
--
|
|
|
|
All
executive officers and directors as a group (2 persons)
|
|
614,456
|
(3)
|
|
|
*
|
*
Represents less than 1.0%.
|
(1)
|
Based
on an aggregate of 3,342,488,535 common shares outstanding as of January 13, 2017
|
|
|
|
|
(2)
|
Mr.
Brookstein is our Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary. Mr. Brookstein was a director
of the Company until he resigned on January 5, 2017.
|
|
|
|
|
(3)
|
Represents
(a) 366,899 shares of Common Stock held directly, (b) 32 shares of Common Stock held by Mr. Brookstein as custodian under
the California Uniform Transfers to Minors Act, (c) 26,245 shares of Common Stock owned by Spirits, ,(f) 75,416 shares of
Common Stock issuable upon conversion of the 750,000 shares of Series B Preferred Stock owned by Spirits, (h) 45,310 shares
of Common Stock issuable upon conversion of the 450,601 shares of Series C Preferred Stock owned by Spirits, and (i) 100,554
shares of Common Stock issuable upon conversion of the 100,000 shares of Series D Preferred Stock owned by Mr. Brookstein.
|
Changes
in Control
We
are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control
of our Company.
Market
Information
The
Company’s Common Stock is quoted on the OTC Pink market tier of the OTC Markets Group Inc. under the symbol “BETS.”
The following table sets forth the range of high and low sale prices for our Common Stock for the periods indicated. The information
reflects inter-dealer prices, without retail mark-ups, mark-downs or commissions and may not necessarily represent actual transactions.
|
|
High
|
|
|
Low
|
|
|
|
|
|
|
|
|
Quarter
Ended March 31, 2015
|
|
$
|
0.01
|
|
|
$
|
0.0009
|
|
Quarter
Ended June 30, 2015
|
|
$
|
0.0017
|
|
|
$
|
0.0005
|
|
Quarter
Ended September 30, 2015
|
|
$
|
0.0010
|
|
|
$
|
0.0004
|
|
Quarter
Ended December 31, 2015
|
|
$
|
0.0013
|
|
|
$
|
0.0005
|
|
|
|
|
|
|
|
|
|
|
Quarter
Ended March 31, 2016
|
|
$
|
0.0027
|
|
|
$
|
0.0010
|
|
Quarter
Ended June 30, 2016
|
|
$
|
0.0011
|
|
|
$
|
0.0006
|
|
Quarter
Ended September 30, 2016
|
|
$
|
0.0006
|
|
|
$
|
0.0003
|
|
Quarter
Ended December 31, 2016
|
|
$
|
0.0005
|
|
|
$
|
0.0001
|
|
We
have never declared or paid cash dividends on our Common Stock. We currently intend to retain all available funds and any future
earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable
future.
As
of ____, 2017, we had 94 record holders of our Common Stock. The last sale price of our Common Stock as reported on the OTC Pink
was $0.0002 on January 19, 2017.
ADDITIONAL
INFORMATION
We
are subject to the informational requirements of Section 15(d) of the Exchange Act. Accordingly, we file annual, quarterly and
other reports and information with the SEC. Our filings with the SEC are available to the public on the SEC’s website at
www.sec.gov. Those filings will also be available to the public on, or accessible through, our corporate website at www.seaniemac.com.
You may also read and copy, at SEC prescribed rates, any document we file with the SEC at the SEC’s Public Reference Room
located at 100 F Street, NE., Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation
of the Public Reference Room. You may also request a copy of these filings, at no cost, by writing to us at 780 New York Avenue,
Suite A, Huntington, New York, 11743 or by telephoning us at (386) 409-0200.
Our
principal executive office is located at 780 New York Avenue, Suite A, Huntington, New York, 11743. Our phone number is (386)
409-0200.
_________,
2017
|
By
Order of the Board of Directors,
|
|
|
|
|
By
|
/s/
Barry M. Brookstein
|
|
|
Barry
M. Brookstein
|
|
|
Chief
Executive Officer
|
EXHIBIT
A-1
Certificate
of Amendment to Articles of Incorporation
For
Nevada Profit Corporations
(Pursuant
to NRS 78.385 and 78.390 - After Issuance of Stock)
1.
Name of the Corporation: Seaniemac International, Ltd.
2.
The Articles have been amended as follows:
ARTICLE
IV - Authorized Capital Stock is hereby amended to read as follows:
Common
Stock:
The
total number of shares of all classes of stock which the Corporation shall have authority to issue is four hundred and ten million
(410,000,000) of which (i) four hundred million (400,000,000) shares shall be common stock with a par value of $.001 per share
(the “Common Stock”) and (ii) ten million (10,000,000) shares shall be preferred stock with a par value of $.001 per
share (the “Preferred Stock”).”
Reverse
Split of Issued and Outstanding Common Stock
Effective
as of the Effective Date of this Certificate of Amendment, each one hundred (100) shares of the issued and outstanding Common
Stock of the Corporation (“Prior Common”) will be reverse split into one (1) share of Common Stock of the Corporation
(“New Common”). This reverse split will affect only issued and outstanding common shares. Each record and beneficial
holder who would receive a fractional share as a result of the reverse stock split will receive a full share of Common Stock.
No
other changes to the Company’s Capital Stock are affected by this Amendment to ARTICLE IV.
3.
The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the articles of incorporation* have voted in favor of the amendment is 51% of the total voting
power of the Company.
4.
Effective Date: __________________ 2017, but no earlier than approval from FINRA.
5.
Signature: (required)
X____________________________
Signature
of Officer