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Re: John_Langston post# 102192

Thursday, 08/04/2016 9:23:07 PM

Thursday, August 04, 2016 9:23:07 PM

Post# of 119915
re"Barry became a figure head and turned over control to Greg."

LOL... that didn't happen... Who signs the SEC filings???

And WHO CONTROLS the SERIES A the SERIES B the SERIES C and the Series D voting PREFERRED STOCK??? LMAO..

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

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

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

Series A Senior Convertible Voting Non-Redeemable Preferred Stock

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

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

Series B Senior Subordinated Convertible Voting Redeemable Preferred Stock

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

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

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

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

Series C Senior Subordinated Convertible Voting Redeemable Preferred Stock

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

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

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

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

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

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

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Series D Senior Convertible Voting Redeemable Preferred Stock

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

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

Common Stock

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

* Represents less than 1.0%.

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

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

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

https://www.sec.gov/Archives/edgar/data/1206133/000149315216008913/form10-k.htm

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