2014-11-05 SEC Press pdf 25 KB 8,124 chars

In re Seaniemac International

Exhibit of SEC Sanctions 10 Companies for Disclosure Failures Surrounding Financing Deals and Stock Dilution

summary

Seaniemac International, Ltd. violated Section 13(a) of the Exchange Act by failing to file required Form 10-K and 10-Q reports since November 2013 and by not disclosing over 10 million unregistered share issuances and material financing agreements via Form 8-K, leading to a cease-and-desist order and a $50,000 civil penalty.

paragraph

Seaniemac International, Ltd., a Nevada-based reporting company, failed to file annual and quarterly reports (Forms 10-K and 10-Q) since its last filing on November 19, 2013, violating Rules 13a-1 and 13a-13. Between April and July 2014, it issued over ten million unregistered shares—exceeding 25% of its outstanding shares—and entered into material financing agreements without filing required Form 8-K disclosures, breaching Items 1.01 and 3.02 of Form 8-K. As a result, the SEC imposed a cease-and-desist order and a $50,000 civil penalty, payable in nine installments through July 2015, without the company admitting or denying the findings.

narrative

Seaniemac International, Ltd., a Nevada-based smaller reporting company registered with the SEC since 2010 and trading under the symbol BETS on OTC Link, failed to file any annual or quarterly reports since its last Form 10-Q filed on November 19, 2013, violating Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13. Between March and May 2014, it entered into material financing agreements with a financing company, issuing shares under a claimed Section 3(a)(10) exemption, but failed to file Form 8-K disclosures within the required four-business-day window. From April to July 2014, Seaniemac sold over ten million unregistered shares, which by May 2014 exceeded five percent and ultimately surpassed 25 percent of its outstanding shares as reported in its November 2013 Form 10-Q, yet it still did not file the mandatory Form 8-K under Item 3.02. These failures constituted a pattern of non-compliance with federal reporting obligations, prompting the SEC to institute cease-and-desist proceedings. Seaniemac consented to the order without admitting or denying the findings, agreeing to pay a $50,000 civil penalty in nine installments through July 2015, with payments directed to the SEC’s Atlanta office. The Commission emphasized that the findings were based solely on the company’s settlement offer and were not binding on other parties. The case underscores the importance of timely disclosures for OTC-listed issuers and the SEC’s enforcement of reporting requirements even for smaller, non-compliant entities.

Enriched metadata

Scheme: unregistered-securities (90%)
Outcome: settled
Civil penalty: $50,000

Classified unregistered-securities(confidence 90%). EDGAR detection: forms Form D/S-1· recall 41% / precision 30%. detection rule →

Extracted insights

Dollar amounts 4

$50K $50,000 $10K–$100K
$20K $20,000 $10K–$100K
$4K $4,000 <$10K
$2K $2,000 <$10K

Entities 3

company Otc Markets Group Inc.
company Seaniemac International, Ltd.
agency the securities and exchange commission

Triples 6

The Securities and Exchange Commission deems appropriate cease-and-desist proceedings
Respondent submitted Offer of Settlement
Respondent consents to entry of Order Instituting Cease-and-Desist Proceedings
Seaniemac is a Nevada company headquartered in Glen Cove, New York
Seaniemac has been registered with the Commission under Section 12(g) since June 14, 2010
Seaniemac failed to file Forms 8-K with the Commission

PDF

In re Seaniemac International · Source

Text layers

Extracted body text (8,124c)

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 73520 / November 5, 2014

ADMINISTRATIVE PROCEEDING
File No. 3-16251

In the Matter of

Seaniemac International, Ltd.

Respondent.

ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO
SECTION 21C OF THE SECURITIES
EXCHANGE ACT OF 1934, MAKING
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER

The Securities and Exchange Commission (“Commission”) deems it appropriate that cease-
and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the Securities
Exchange Act of 1934 (“Exchange Act”), against Seaniemac International, Ltd. (“Seaniemac” or
“Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the
purpose of these proceedings and any other proceedings brought by or on behalf of the
Commission, or to which the Commission is a party, and without admitting or denying the findings
herein, except as to the Commission’s jurisdiction over Seaniemac and the subject matter of these
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making
Findings, and Imposing a C ease-and-Desist Order (“Order”), as set forth below.

2
III.

On the basis of this Order and Respondent’s Offer, the Commission finds
1
that:

Company Background

1. Seaniemac is a Nevada company headquartered in Glen Cove, New York.
Seaniemac is a smaller reporting company under Rule 12b-2 of the Exchange Act and has been
registered with the Commission under Section 12(g) since June 14, 2010. Seaniemac’s last-filed
periodic report was the Form 10-Q for the period ended September 30, 2013. Its shares are quoted
on OTC Link (formerly “pink sheets”) operated by OTC Markets Group Inc. under the symbol
BETS.

Applicable Reporting Requirements Concerning the Issuance of Unregistered Shares

2. Under Item 1.01 of Form 8-K, a registrant must disclose its entry into a material
definitive agreement that provides for obligations that are material to and enforceable against the
registrant. Under Item 3.02 of Form 8-K, a smaller reporting company must disclose the
unregistered sales of equity securities unless such sales, in aggregate since its last report filed under
Item 3.02 or its last periodic report, whichever is more recent, constitute less than five percent of
the number of shares outstanding of the class of equity securities sold. For both items, the
registrant must file within four business days of the date of the occurrence or when such agreement
becomes enforceable against the registrant.

3. Rules 13a-1 and 13a-13 of the Exchange Act require a registrant to file annual
reports (Form 10-K) and quarterly reports (Form 10-Q), respectively, with the Commission.

Seaniemac Failed to File Annual and Quarterly Reports,
Failed to Disclose the Issuance of Unregistered Shares,
and Failed to Disclose the Existence of the Related Financing Agreement

4. On March 13, 2014 and May 12, 2014, Seaniemac entered into agreements with a
financing company (“financing agreements”) pursuant to which Seaniemac issued shares of
common stock to the financing company purportedly in reliance on a registration exemption found
in Section 3(a)(10) of the Securities Act of 1933 (“Securities Act”). The financing agreements
provided for obligations that were material to and enforceable against Seaniemac.

5. Seaniemac failed to file Forms 8-K with the Commission, on or before March 19,
2014 or thereafter, or on or before May 16, 2014 or thereafter, disclosing the respective financing
agreements.

1
The findings herein are made pursuant to Respondent’s Offer of Settlement and are
not binding on any other person or entity in this or any other proceeding.

3
6. Between April 1, 2014 and July 2, 2014, Seaniemac sold more than ten million
shares of its common stock to the financing company and other parties in transactions that were not
registered under the Securities Act. By May 1, 2014, the common stock sold, in the aggregate,
exceeded five percent of the number of shares of common stock outstanding reported on
Seaniemac’s November 19, 2013 Form 10-Q, and ultimately, the common stock sold exceeded 25
percent of the number of shares of common stock outstanding reported on Seaniemac’s November
94, 2013 Form 10-Q.

7. Seaniemac failed to file a Form 8-K with the Commission between May 8, 2014
and July 27, 2014, disclosing the unregistered sales of equity securities.

8. Since November 19, 2013, Seaniemac has failed to make any of its required annual
and quarterly filings on Forms 10-K and 10-Q, respectively. The most recent filing by Seaniemac
is its Form 10-Q for the quarter ended September 30, 2013, filed with the Commission on
November 19, 2013.

9. As a result of the conduct described above, Seaniemac violated Section 13(a) of the
Exchange Act and Rules 13a-1, 13a-11, 13a-13 thereunder, which require every issuer of a
security registered pursuant to Section 12 of the Exchange Act to file with the Commission
information as the Commission may require, including annual reports on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K to disclose the occurrence of certain
events.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions
agreed to in Respondent Seaniemac’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 21C of the Exchange Act, Respondent Seaniemac cease and
desist from committing or causing any violations and any future violations of Section 13(a) of the
Exchange Act and Rules 13a-1, 13a-11, 13a-13 thereunder.

B. Respondent shall pay civil penalties of $50,000 to the Securities and Exchange
Commission. Payment shall be made in the following installments: $20,000 on or before
November 15, 2014; $4,000 on or before December 15, 2014; $4,000 on or before January 15,
2015; $4,000 on or before February 15, 2015; $4,000 on or before March 15, 2015; $4,000 on or
before April 15, 2015; $4,000 on or before May 15, 2015; $4,000 on or before June 15, 2015; and
$2,000 on or before July 15, 2015. If any payment is not made by the date the payment is required
by this Order, the entire outstanding balance of civil penalties, plus any additional interest accrued
pursuant to 31 U.S.C. 3717, shall be due and payable immediately, without further application.
Payment must be made in one of the following ways:

4
(1) Respondent may transmit payment electronically to the Commission, which
will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov
through the SEC website at http://www.sec.gov/about/offices/ofm.htm
; or

(3) Respondent may pay by certified check, bank cashier’s check, or United
States postal money order, made payable to the Securities and Exchange
Commission and hand-delivered or mailed to:

Enterprise Services Center
Accounts Receivable Branch
HQ Bldg., Room 181, AMZ-341
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying
Seaniemac as a Respondent in these proceedings, and the file number of these proceedings; a copy
of the cover letter and check or money order must be sent to William P. Hicks, Division of
Enforcement, Securities and Exchange Commission, 950 East Paces Ferry Rd. N.E., Suite 900,
Atlanta, Georgia 30326.

By the Commission.

Jill M. Peterson
Assistant Secretary

OCR text (8,141c · tika · 95% conf)

UNITED STATES OF AMERICA

Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 73520 / November 5, 2014

ADMINISTRATIVE PROCEEDING
File No. 3-16251

In the Matter of

Seaniemac International, Ltd.

Respondent.

ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO
SECTION 21C OF THE SECURITIES
EXCHANGE ACT OF 1934, MAKING
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer
of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the
purpose of these proceedings and any other proceedings brought by or on behalf of the
Commission, or to which the Commission is a party, and without admitting or denying the findings
herein, except as to the Commission’s jurisdiction over Seaniemac and the subject matter of these
proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Cease-
and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making
Findings, and Imposing a Cease-and-Desist Order (“Order”), as set forth below.

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1 that:

Company Background

Applicable Reporting Requirements Concerning the Issuance of Unregistered Shares

3. Rules 13a-1 and 13a-13 of the Exchange Act require a registrant to file annual
reports (Form 10-K) and quarterly reports (Form 10-Q), respectively, with the Commission.

Seaniemac Failed to File Annual and Quarterly Reports,
Failed to Disclose the Issuance of Unregistered Shares,

and Failed to Disclose the Existence of the Related Financing Agreement

5. Seaniemac failed to file Forms 8-K with the Commission, on or before March 19,
2014 or thereafter, or on or before May 16, 2014 or thereafter, disclosing the respective financing
agreements.

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are
not binding on any other person or entity in this or any other proceeding.

6. Between April 1, 2014 and July 2, 2014, Seaniemac sold more than ten million
shares of its common stock to the financing company and other parties in transactions that were not
registered under the Securities Act. By May 1, 2014, the common stock sold, in the aggregate,
exceeded five percent of the number of shares of common stock outstanding reported on
Seaniemac’s November 19, 2013 Form 10-Q, and ultimately, the common stock sold exceeded 25
percent of the number of shares of common stock outstanding reported on Seaniemac’s November
94, 2013 Form 10-Q.

7. Seaniemac failed to file a Form 8-K with the Commission between May 8, 2014
and July 27, 2014, disclosing the unregistered sales of equity securities.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions
agreed to in Respondent Seaniemac’s Offer.

Accordingly, it is hereby ORDERED that:

(1) Respondent may transmit payment electronically to the Commission, which
will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or

(3) Respondent may pay by certified check, bank cashier’s check, or United

States postal money order, made payable to the Securities and Exchange
Commission and hand-delivered or mailed to:

Enterprise Services Center
Accounts Receivable Branch
HQ Bldg., Room 181, AMZ-341
6500 South MacArthur Boulevard
Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying

Seaniemac as a Respondent in these proceedings, and the file number of these proceedings; a copy
of the cover letter and check or money order must be sent to William P. Hicks, Division of
Enforcement, Securities and Exchange Commission, 950 East Paces Ferry Rd. N.E., Suite 900,
Atlanta, Georgia 30326.

By the Commission.

Jill M. Peterson
Assistant Secretary