UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

xS ANNUAL REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, ~~2012~~2013

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

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

For the transition period from _______ to ________

Commission File Number 000-53502

~~MARINE~~GAMZIO ~~DRIVE~~ MOBILE ~~CORP~~INC. ~~(formerly Sona Resources, Inc.)~~

(Name of registrant as specified in its charter)

Nevada		68-0676667
(State or Other Jurisdiction of		(I.R.S. Employer
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)
Incorporation or Organization)		Identification Number)

123 West NYE Ln., Ste. 129, Carson City NV		89706
(formerly 1278 Indiana #301, San Francisco, CA)		(formerly 94107)
(Address of Principal Executive Offices)		(Zip Code)

(415) 839-1055

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

None		None
(Title of each class)		(Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value (Title of class)

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES [ ]

NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

YES [ ]

NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x

NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES ~~x NO~~ [ ] NO x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large ~~oaccelerated~~accelerated filer [ ] Accelerated ofiler [ ] Non-accelerated ofiler (do not check if smaller reporting company) [ ] Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

YES [ ]

NO x

The ~~Company’s~~aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was ~~not~~approximately ~~actively~~$644,400 ~~traded~~(based on 322,200 shares held by non-affiliates and closing market price of $2.00 per share as of March 29, 2013 (the last business day of the ~~Company~~registrant’s most recently completed second ~~fiscal~~ quarter)), assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.

AsAPPLICABLE ofONLY ~~February~~TO ~~19,~~REGISTRANTS ~~2012,~~INVOLVED ~~there~~IN ~~were outstanding 45,820,000 shares of registrant’s common stock, par value $0.001 per share.~~BANKRUPTCY

~~DOCUMENTS~~PROCEEDINGS ~~INCORPORATED~~DURING BYTHE ~~REFERENCE~~PAST 5 YEARS:

~~Exhibits~~Indicate ~~incorporated~~by check mark whether the issuer has filed all documents and reports required to be filed by ~~reference~~Section ~~are~~12, ~~referred~~13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under ~~Part~~a IVplan confirmed by a court.

YES [ ]

NO [ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of January 14, 2014, there were outstanding 55,658,220 shares of registrant’s common stock, par value $0.001 per share.

TABLE OF CONTENTS

		Page
ITEM 1	—BUSINESS	4
ITEM 1A	—RISK FACTORS	819
ITEM 1B	—UNRESOLVED STAFF COMMENTS	1929
ITEM 2	—PROPERTIES	1929
ITEM 3	—LEGAL PROCEEDINGS	1929
ITEM 4	—RESERVED	1929
ITEM 5	—MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2030
ITEM 6	—SELECTED FINANCIAL DATA	2032
ITEM 7	—MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2032
ITEM 7A	—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2536
ITEM 8	—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	2536
ITEM 9	—CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	2637
ITEM 9A	—CONTROLS AND PROCEDURES	2637
ITEM 9B	—OTHER INFORMATION	2738
ITEM 10	—DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	2739
ITEM 11	—EXECUTIVE COMPENSATION	3042
ITEM 12	—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	3143
ITEM 13	—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	3244
ITEM 14	—PRINCIPAL ACCOUNTING FEES AND SERVICES	3345
ITEM 15	—EXHIBITS, FINANCIAL STATEMENT SCHEDULES	3446
SIGNATURES		3547
INDEX TO FINANCIAL STATEMENTS		25
INDEX TO EXHIBITS

PART I

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some discussions in this Annual Report on Form 10-K contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-K. Forward-looking statements are often identified by words such as “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “plans,” “seek” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.

These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” below that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section as well as those discussed elsewhere in this Form 10-K.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. However, readers should carefully review the risk factors set forth in other reports or documents the Company files from time to time with the Securities and Exchange Commission (the “SEC”), particularly the Company’s Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. All written and oral forward-looking statements made subsequent to the date of this report and attributable to us or persons acting on our behalf are expressly qualified in their entirety by this section.

Unless otherwise indicated, references to “we,” “our,” “us,” “Gamzio,” “GAMZ,” the “Company” or the “Registrant” refer to Gamzio Mobile, Inc., a Nevada corporation, and its wholly owned subsidiary, Gamzio, Inc., a Nevada corporation.

ITEM 1— BUSINESS

History

We were incorporated under the laws of the State of Nevada on January 18, 2007, under the name “Sona Resources, Inc.”, with authorized capital stock of 250,000,000 shares at $0.001 par value. We were originally organized for the purpose of acquiring and developing mineral properties. We were not able to establish the existence of a commercially minable ore deposit and in June of 2011 we shifted our business focus to opportunities in the mobile commerce (“m-Commerce”) industry. Mobile Commerce also known as M-Commerce or mCommerce, is the ability to conduct commerce using a mobile device, such as a mobile phone, a Personal Digital Assistant (PDA), a smartphone, or other emerging mobile equipment.

On June 6, 2011, we entered into the Exchange Agreement to acquire Marine Drive Technologies Inc. ~~(the “Exchange Transaction”)~~, a corporation organized under the laws of Canada (“MDT”), a developer of scalable m-Commerce applications and services, and on July 6, 2011, we changed our name to “Marine Drive Mobile Corp.” On August 26, 2011, we entered into a Membership Interests Purchase Agreement for the acquisition of the outstanding membership interests of I Like A Deal, LLC (“ILAD”), a developer of group buying web based software (the “ILAD Transaction”). On September 12, 2011 we closed the Exchange Agreement with MDT and on October 3, 2011 we closed the Membership Interests Purchase Agreement with ILAD.

~~MDT~~On ~~was~~September ~~founded by Colin MacDonald~~11, ~~who compiled a collection of seasoned entrepreneurs~~2013, ~~mobile~~we ~~technology~~effected ~~and web specialists with an initial focus on developing~~ a ~~patentable smartphone interface to offer mobile operators and businesses a~~ one-stop solution to comply with new legislation which required that persons with vision and hearing impairments have full access to the video, voice, text, and other capabilities of smartphones, digital television, and internet-based video programming. Traditionally, smartphone accessibility tools had been provided to users for ~~specific corrections (example: semi~~-~~blindness~~one ~~(increased~~hundred ~~font~~reverse ~~size)~~stock orsplit ~~hard~~ of ~~hearing~~all ~~(direct~~of ~~access~~our toissued aand ~~hearing~~outstanding ~~aide)).~~shares ~~MDT’s concept was to develop an interface that addressed a wide-range~~ of ~~accessibility~~common ~~concerns with a single application~~stock. ~~Through these beginnings, MDT found itself in a unique position to exploit the transactional opportunities of m-Commerce.~~

InOn ~~January~~October ~~2011~~23, ~~MDT~~2013, ~~began~~we ~~developing~~entered aninto ~~electronic~~and ~~couponing~~consummated ~~engine~~a ~~designed~~voluntary ~~specifically~~share toexchange ~~move~~transaction ~~the~~with ~~company~~Gamzio, ~~into~~Inc., a Nevada corporation and the ~~m-Commerce~~sole ~~transaction~~stockholder ~~business~~of Gamzio, Inc. In(the ~~June~~“Selling ~~2011~~Stockholder”), ~~MDT’s~~pursuant ~~first~~to ~~targeted~~a ~~transaction~~Share ~~platform~~Exchange Agreement by and among us, ~~eTeeoff.com~~Gamzio, ~~was~~Inc. ~~created~~and the Selling Stockholder (the “Exchange Agreement”).

In ~~August~~accordance ~~2012,~~with ~~MDT~~the ~~announced~~terms ~~that~~of itthe ~~was~~Exchange ~~rebranding~~Agreement, ~~eTeeoff.com~~we ~~under~~issued ~~the~~30,000,000 ~~management~~shares of ~~TapIn~~our ~~Solutions~~common stock, ~~LLC. The~~par ~~Company’s~~value ~~technology~~$0.001 ~~has~~to ~~evolved beyond~~ the ~~golf~~Selling ~~industry~~Stockholder ~~space,~~in ~~and~~exchange ~~is geared~~ for ~~any~~100% ~~industry~~of orthe ~~company.~~issued ~~TapIn~~and ~~Solutions,~~outstanding ~~LLC~~capital ~~continues~~stock ~~its~~of ~~leadership~~Gamzio, ~~position~~Inc. in (the ~~golf~~“Exchange ~~industry~~Transaction”). asAs ana ~~online~~result ~~marketer~~of ~~and~~the ~~has~~Exchange aTransaction, ~~well-established~~the ~~presence~~Selling inStockholder ~~the~~acquired ~~community.~~54% Asof ~~part~~our ofissued ~~the~~and ~~successful~~outstanding ~~integration~~shares of ~~the~~common ~~Company’s~~stock, ~~deal management software~~Gamzio, ~~eTeeoff~~Inc.~~com~~ ~~will~~became ~~transition~~our ~~under~~wholly-owned ~~the management of TapIn Solutions~~subsidiary, ~~thus~~and ~~rebranding~~we acquired the ~~asset~~business ~~under~~and ~~their~~operations ~~name~~of Gamzio.

On November 15, 2013, we changed our name from "Marine Drive Mobile Corp." to "Gamzio Mobile, Inc.”

Overview

~~Marine~~We ~~Drive~~operate ~~Mobile~~in ~~Corp~~two isdistinct abusiness ~~customer~~segments: ~~loyalty~~(1) ~~technology~~social ~~company~~casino ~~that provides mobile rewards programs~~gaming, ~~digital coupons, promotions,~~ and ~~deal management solutions~~ (~~DMS~~2)~~. We~~ ~~enable our clients to manage sales through real-time transactions, end-user data, enhanced brand marketing strategies, and~~ customer loyalty~~-reward~~ ~~programs~~technology. ~~Our loyalty engine works across all communication platforms and displays – mobile, tablet, & PC – putting real-time deals in the hands of today’s consumer.~~

Social Casino Gaming

Our strategy is to innovate Social Casino Games. Our mission is to create high quality social casino games with the intent to provide widespread appeal for consumers worldwide. We believe that our games are designed to provide unique social gaming experiences for players and drive optimized earnings for shareholders.

We market and distribute our flagship social casino game Slots-O-Luck Adventure HD for iPhone and iPad through Apple’s App Store. We advertise on high volume acquisition channels including Facebook in order to grow our user-base. In the future, we plan to distribute our games on other high volume distribution channels.

Customer Loyalty Technology

We provide mobile rewards programs, digital coupons, promotions, and deal management solutions (DMS). We enable our clients to manage sales through real-time transactions, end-user data, enhanced brand marketing strategies, and customer loyalty-reward programs. Our loyalty engine works across all communication platforms and displays – mobile, tablet, & PC – putting real-time deals in the hands of today’s consumer.

Our goal is to provide businesses with a marketing platform that builds incremental business with their existing clients and introduces new customers to their products and services. We do this by providing merchants convenient access to our m-Commerce applications and services.

~~Marine~~SOCIAL ~~Drive~~CASINO Mobile has developed a proprietary technology platform designed to provide merchants with a new method of marketing to existing and loyal customers. We generate revenue primarily through transaction fees associated with the use of our deal management software (“DMS”). The deal management software provides companies of all sizes the ability to create their own electronic discount offers (coupons), make those offers available to targeted customer groups, and send them out through their own distribution channels.GAMING

WeGamzio ~~generate~~recently ~~revenues~~“soft” bylaunched ~~collecting~~its afirst ~~small~~Social ~~transaction~~Casino ~~fee~~Game ~~for~~title, ~~the~~Slots-O-Luck ~~use~~Adventure ofHD ~~the DMS. Consumers purchase “deal offers” from Marine Drive~~ for ~~$1,~~iPad ~~locking~~and iPhone in the ~~merchant’s~~Apple ~~future~~iTunes ~~discounted deal~~Store. Gamzio ~~When~~spent ~~the~~approximately ~~purchased~~over ~~deal offer is redeemed~~$197,000 ~~the~~in ~~consumer~~2012 ~~then~~and ~~pays~~over ~~the~~$127,000 ~~merchant~~in ~~directly~~2013 ~~for~~to ~~full~~develop ~~cost~~and ofoptimize the ~~deal~~game. ~~The~~At ~~platform~~present ~~is provided at no cost to~~ the ~~merchant,~~company’s ~~with~~management ~~the~~has ~~merchant’s~~spent ~~customer~~minimal ~~paying~~money ~~Marine~~on ~~Drive~~advertising aand $1marketing ~~fee~~Slots-O-Luck ~~for~~Adventure, ~~the~~choosing ~~right~~instead to optimize the ~~merchant’s~~game ~~deal~~revenue atper ~~a future time~~user.

4Objectives

WeGamzio’s ~~intend~~current tofocus use our experience with TapIn to build a strong structure to introduce our DMS to additional m-Commerce marketing platforms aimed at other lifestyle verticals and retail sectors. These new markets will be identified and pursued based on the strength and connection to a strong and cohesive customer profile. Our goal is to ~~expand~~grow ~~our~~market ~~offerings by integrating additional features into our DMS~~share, including ~~mobile applications to integrate electronic coupon applications to~~ the ~~mobile~~following ~~platform,~~key ~~as well as social media tools and applications.~~ objectives:

~~Our~~· ~~current~~Procure ~~and~~necessary ~~future~~funding ~~operations~~for ~~are~~further ~~focused~~advertising ~~on continuing to carry out our business plan through the marketing~~ and ~~continued development of our Deal Management Software, its first client TapIn, new applications of the software, and the continued evaluation of potential strategic acquisitions and/or partnerships.~~marketing;

To· ~~achieve~~Acquire ~~our~~customers ~~business~~based ~~objectives, we will need to establish both a dedicated customer base and a dedicated merchant base. The development of each such group will likely be dependent~~ on ~~the~~CPI ~~development~~(Cost ofPer ~~the~~Install) ~~other,~~advertising as potential customers will find our service more beneficial if we are able to offer them a diverse group of merchants with a wide variety of product offerings. Similarly, merchants will be able to extract more value from our products and services if such products and services allow the merchants to access a large potential customer base. Our ability to attract both customers and merchants will depend upon the accessibility and perceived benefits of our products and services, as well as our ability to keep up with changing market trends. The strength of our product and service lineup will depend upon our ability to establish and maintain a strong development team, fund intellectual property development and acquisition, and adequately protect such intellectual property once it is developed. To address these risks we are seeking to expand our intellectual property portfolio through acquisitions, as well as in-house development. In addition, we plan to seek debt or equity financing, or institutional borrowing, to provide us with adequate capital to fund our development and marketing efforts.campaigns;

In· ~~addition,~~Execute ~~we face certain events, trends and uncertainties which could adversely impact our business. The strength of~~ the ~~United~~CPI ~~States~~advertising ~~economy~~plan ~~remains~~to ~~uncertain~~acquire ~~and~~an ifinitial ~~economic growth in the United States and other countries slows~~100,000 ~~the~~users ~~demand~~ for our merchant’s products and services could decline. This is especially likely in the lifestyle vertical markets which we intend to target which are generally characterized by discretionary spending. In addition, changes in consumer purchasing habits, a general decrease in mSlots-~~Commerce, changes in tax or regulatory issues relating to the treatment of e~~O-~~coupons,~~Luck orAdventure a change in consumer or merchant opinions towards e-coupons could all adversely impact our ability to generate revenue. Given our size and current scope of operations, the occurrence of any of such events are largely beyond our control and impossible to predict.HD;

·	Expand to new markets internationally for real money gaming; and

·	Expand to new platforms to capture more market share.

Description of Products/Services

Gamzio creates innovative social games and applications (“apps”) for mobile devices. With distribution channels, key strategic partnerships, and a proprietary sharing system to increase game virality, Gamzio hopes to acquire players (customers) and convert those players into revenues greater than the cost of acquiring them. With its in-house data tracking systems, Gamzio is able to optimize player experience, monetization, and virality of its games and apps.

Gamzio’s newest title Slots-O-Luck Adventure was recently released for iPad and iPhone on the Apple App Store. Slots-O-Luck is a social slots game where players can play Las Vegas style slot machines for virtual currency.

Future Products and Services

Real Money Wagering

Gamzio is currently using its experience and talent to position itself in future markets such as real money wagering and will continue to develop enhancements, as well as create new services to keep expanding its position. In the future, Gamzio plans on partnering with a real money gaming licensor.

Gamzio creates and builds the front end of the game. The licensor’s servers would handle the back-end processing. Users see the front end, such as the Slots-O-Luck Adventure slot machine. The users bet money and play the slot machine. The game turns this information over to a licensor, which then calculates the result. If the player wins, the licensor credits the account. If he loses, the licensor deducts money from the account. The licensor handles the payment processing on its own.

The licensor’s platform would be universal. Any Gamzio game can be plugged into its applications programming interface and be converted into a real-money gambling game.

The partnership with such a licensor would be a part of a campaign to break down barriers between real-money online gambling and social-mobile games.

Blackjack Tournament Game

Gamzio is also in the process of developing a Blackjack tournament game under the Slots-O-Luck name. This title will add users and revenue to the current portfolio, and can be cross-promoted to the current user base, reducing the cost of player acquisition.

In addition, Gamzio is currently in preliminary planning to add an Android version of Slots-O-Luck Adventure to the marketplace. Development is estimated to take 5 weeks. We believe this will allow Gamzio to capture more market share in the Mobile Social Casino Game industry.

Competition

The total social games industry was estimated at $3.65 billion and the online gambling industry was measured at $30.3 billion in 2010. Both social games and online gaming are healthy markets, and together they have the potential to accelerate each other’s growth: Online gambling monetizes very well on a per-player basis, and social games have a huge reach.

Together, the top five Facebook casino games – Texas HoldEm Poke (developed by Zynga), Slotomania (Playtika), DoubleDown Casino (Double Down Interactive), Bingo Blitz (Buffalo Studios) and Best Casino (diwip) – attract 49,800,000 monthly active users and 11,240,000 daily active users.

The following highlights our direct and indirect competitors:

Slotomania - Social Slot machine game acquired by Caesars Entertainment for $81 million. Dec 2012 estimated Rev: $10.72 million. Slotomania serves more than 150 markets in North America and 100 markets in Europe, Asia and South America and has amassed 35 million registered users;

Double Down Casino - a social casino game offered on Facebook and mobile devices. Monthly active users (MAU) is approximately 4.68 million players. Recently acquired by International Gaming Technologies for $500 million. Dec 2012 estimated Rev: $11.85 million;

Jackpot Party Casino - a social casino game offered on Facebook and mobile devices. Monthly active users (MAU) is approximately 1.69 million players. Dec 2012 estimated Rev: $3.29 million;

Further differentiating itself from the competition, Gamzio has enlisted the talents of high-level designers from the land-based slot machine industry to consult on gameplay. Slot machines began offline. The ability to draw from the knowledge of people who have experience in the offline industry is invaluable.

Order Fulfillment

Gamzio holds no inventory and has programmed the completion of fulfillment requirements via digital in app purchases of virtual casino currency. Management has determined that when necessary that state of the art software and appropriate hardware will be implemented to assist in gaining maximum product sales productivity. Gamzio utilizes accounting procedures offline and online to monitor daily, weekly, monthly, quarterly and annual results of all aspects of operations.

Advertising

Using realtime bidding (RTB) advertising platforms like AppFlood, Flurry, and Facebook; Gamzio can closely monitor acquisition costs, and divert ad-spend to the platforms providing downloads from players with the highest revenue per user.

With newly installed predictive analytics tracking, Gamzio can estimate the lifetime value (LTV) of a user within days as opposed to months as was the case previously. In doing so, Gamzio is able to pinpoint the most profitable acquisition channels and scale up ad-spend.

Social Gaming Market

A social network game is a type of online game that is played through social networks, and typically features multiplayer and asynchronous gameplay mechanics. Social network games are most often implemented as browser games, but can also be implemented on other platforms such as mobile devices. Our focus initially is on mobile.

They are amongst the most popular games played in the world, with several products with hundreds of millions of players. FrontierVille, CityVille, Gardens of Time and The Sims Social are more recent examples of very popular social network games.

Social Gaming refers to the virality of playing socially integrated games of chance or skill for money by using a remote device such as a tablet computer, smartphone or a mobile phone with a wireless internet connection.

According to a Juniper Research report released in September 2010, the total sum wagered on mobile casino games is expected to surpass $48 billion US dollars by 2015.

The report bases this prediction on:

(1) the high growth rates of mobile casinos, lotteries and sports betting providers in major emerging markets and China;

(2) liberalization of mobile gambling legislation in Europe;

(3) United States repealing the Unlawful Internet Gambling Enforcement Act of 2006, permitting people in the US to legally gamble online again.

Gamzio strives to target the digital media segment of the market that is in the ideal position to need its service, afford its service, and be in a position to act on purchasing premium content immediately. The primary demographic for social slots games like Slots-O-Luck Adventure is females age 45-65. As of January, 2013, the Social Casino Gaming segment shows an addressable market of 20.67 million users for the slots segment.

Gamzio and its marketing team evaluates the market primarily from the standpoint of what the needs are of the individual consumer. We believe that players are rapidly moving from traditional console-based games that can cost $50 or more upfront, to all the free game content available for download on their mobile devices. Gamzio is hoping to capitalize on this ideal timing by continuously creating high-quality content offered for free, with proven monetization strategies, and recurring revenue models in place to maximize player values.

By utilizing Gamzio’s proprietary technology, players are able to experience a distinctive social casino gaming experience. With Gamzio’s integration of social networks, we can identify trends of players that have the ability to link with and share game experiences with friends, family and other game enthusiasts. With this unique integration, player acquisition cost is greatly reduced, which has the potential to result in increased revenues for the company.

Social Casino Industry

According to a Juniper Research report1 released in September 2010 the total sum wagered on mobile casino games is expected to surpass $48 billion US dollars by 2015, and could exceed $100 billion by 2017. The report bases this prediction on (1) the high growth rates of mobile casinos, lotteries and sports betting providers in major emerging markets and China; (2) liberalization of mobile gambling legislation in Europe; and (3) repeal of the Unlawful Internet Gambling Enforcement Act of 2006, permitting people in the US to gamble legally online again.

However, the ’Social Casino Gaming’ market for the mobile gaming industry is fragmented and offers few well-known name brand competitors. Together, the top five Facebook casino games – Texas HoldEm Poke (developed by Zynga), Slotomania (Playtika), DoubleDown Casino (Double Down Interactive), Bingo Blitz (Buffalo Studios) and Best Casino (diwip) – attract 49,800,000 monthly active users and 11,240,000 daily active users.

Gamzio’s apps fall under 2 models - Premium and Freemium. Slots-O-Luck Adventures HD is a Freemium app.

●	Premium apps generate revenue upfront with users paying a fee between $.99 and $2.99 to initially download the app. Revenues for Premium title revenues are supplemented with in-app purchases ranging from $.99 to $99.99.

●

Freemium apps, which is the model for Gamzio’s title - Slots-of-Luck Adventure - are high-quality free apps for the user to download and play. Freemium apps work on an in-game virtual currency monetization system. Users can unlock enhanced items and features within the app using the game’s virtual currency to enhance their experience with the games. This virtual in-app currency can be earned though playing the base version of the game, or purchased with real money via in-app purchases ranging from $.99 to $199.99. Freemium title revenues are also supplemented with ads shown in-game which users can opt to remove for a fee.

Lifetime customer value of social casino games has been shown to be $1-$3 per player. For Real-Money games, player value can equal up to $1,800 (Source: Betable.com). Player acquisition costs are significantly lower than lifetime player values. Gamzio expects player acquisition costs to be approximately $1.00 to $2.50 per player.

By using analytics to analyze all aspects of player activity, player data, and virtual currency performance, Gamzio has the ability to create more efficient advertising campaigns with industry related advertisers, with the ultimate goal of maximizing revenues and decreasing player acquisition costs. Gamzio has also developed a proprietary system within its games, to reward users for sharing Gamzio’s apps and games with friends. Traditional “passive” methods of in-game sharing techniques have shown to be only mildly effective. However Gamzio’s “active” incentivized in-game sharing system helps promote sharing of the games with other potential users. We believe this not only reduces the cost of user acquisition, but could potentially increase revenues for the company.

1 Press Release: Mobile Gambling Wagers to Surpass $48bn by 2015: http://www.juniperresearch.com/viewpressrelease.php?pr=204

Market Segmentation

We believe the industry presents an ever increasing market, a healthy bottom line, and excellent opportunities for growth. According to Morgan Stanley, in an optimistic scenario the social casino industry is on target to reach $7 billion by 2015. Born from the depths of SmartPhones and Facebook, the Social Gaming industry has experienced extremely fast growth in the five years prior to 2013, with IBISWorld estimating revenue to rise at an annualized rate of 304.2% to $2.8 billion. Industry operators have benefited from a customer base which possesses the ability to play and interact with their products, right in the palm of their hand. Social Gaming companies have also taken advantage of the increasingly connected population, with the number of mobile internet connections growing 57.6% in the five years prior to 2012. Industry revenue is expected to grow to $2.8 billion this year [in 2013]. In the five years prior to 2013, IBISWorld estimates that the number of industry firms will increase at an average of 175.3% annually to 632. However, the industry has already started to experience consolidation.

Digital Media - According to a new research report from Gartner, consumers are on track to spend a record $2.1 trillion on digital information and entertainment products this year. That figure is expected to hit $2.8 trillion by 2015. $1.2 trillion (62%) is spent on subscription-based communication services such as mobile, voice, and data services, broadband packages, video services, online gaming, and cable TV subscriptions. $600 billion, 28% of the total $2.1 trillion, is spent on devices themselves, and 10% is spent on content such as computer software, video on-demand, and pay-per-view services. Of the $2 trillion consumers spent globally on digital information and entertainment products and services, the largest spending segment was for communications subscription-based access and usage services. The $1.2 trillion included mobile and wired voice services; mobile data services, such as SMS/TXT and broadband; fixed broadband services; video services, such as subscriptions to pay TV; and the overall online gaming market.

The second-largest spending segment (28%) was for devices. The $600 billion is made up of consumer electronic devices, such as mobile/handheld devices, PCs and related devices, and stationary entertainment equipment. The smallest spending segment (10%) was for content and software for a total of $200 billion. Video content that has been purchased/rented/streamed/downloaded, as well as premium channel/pay per view (PPV)/video on demand (VOD), and that portion of pay TV subscriptions allocated to licensing fees made up half of this segment, while the other half was for PC and gaming software, digital music and books, and overall purchases from mobile apps stores.

Online Advertising Market - U.S. online advertising spending is expected to grow 23.3% to $39.5 billion this year, pushing it ahead of total advertising spending in print newspapers and magazines, according to an eMarketer report. Meanwhile, print advertising spending is expected to fall to $33.8 billion in 2012 from $36 billion last year, the market research company said. The 2012 estimates come after a robust year for United States advertising in 2011. eMarketer said online ad spending grew 23% to $32.03 billion last year while total ad spending rose 3.4% to $158.9 billion. Overall, total media ad spending in the United States is expected to grow an estimated 6.7% to $169.48 billion.

The primary driver of the change in projected spending is greater ad spending on Facebook, by far the biggest player in the space. eMarketer predicts ad spending on the world’s top social network will reach $2.19 billion in the U.S. this year and just over $4 billion worldwide; both more than double last year’s figure. United States advertisers are expected to spend $12.33 billion on online display ads this year, a gain of nearly 25% from a year earlier. These projected gains in display ad spending are narrowing the traditional gap between these types of ads and those placed next to Internet search results. Spending on search ads will reach $14.38 billion this year, up 20% from a year ago. In 2015, there will be over 285 million U.S. Internet users and over 2.6 billion global Internet users. The amount of time Internet users spend online per week has also increased. U.S. Internet users spent 15.3 hours a week online last year.

Mobile Advertising Market – According to eMarketer, the U.S. mobile ad market is expected to generate $2.61 billion. eMarketer predicts that spend in mobile search will double in 2012, with $1.28 billion spent in the medium compared to $652.5 million in 2011. Higher-value display and rich-media ads will see less investment, which could either be a sign that mobile is still working to earn its stripes as a credible medium with big brands, or a tacit belief that these formats simply are not working as effectively as search at the moment. Display will be worth $861.7 million, a rise of 93.5% on 2011; video will be worth $151.5 million, a very respectable rise of 122%.

Market Overview for Ad Audience Mobile and Online:

United States	Worldwide
In 2015 - over 285 million Internet users In 2015 - over 335 million PCs in use Over 80% of office workers use PCs Over 95% of households will have PCs There will be over 340 million cell phones in use There will be 195 million wireless Internet users	In 2015 - over 2.6 billion Internet users In 2015 - over 1.9 billion PCs in use Over 65% of office workers use PCs Over 50% of households will have PCs There will be over 5 billion cell phones in use There will be 2 billion wireless Internet users

Distribution

Gamzio believes that the best places to promote its services are through online exposure such as the Apple iTunes Store, and high-volume distribution networks. Creative campaigns will be developed to engage prospective clients through CPI, banner advertising, Pre-Roll ads, Mobile Install Ads with Facebook, as well as strategic partnerships with download networks offering a near unlimited amount of players for acquisition. Gamzio is excited about its position in relationship to its competition. Management has discovered innovative and creative ways of acquiring components that may translate into maximization of userbase monetization.

The need for a low-based cost that transcends to a lower net cost prior to sale and therefore transcends into a greater profit is what keeps Gamzio on the cutting edge and potentially allows it to compete with its peers on a favorable basis.

Marketing Strategy

Sales, Marketing and Distribution

We market, sell and distribute our games primarily through direct-to-consumer digital storefronts, such as Apple’s App Store. In the future we may also sell and distribute on Facebook, Mac App Store, Google Chrome, the Google Play Store, Amazon’s Appstore, Microsoft’s Xbox Live Marketplace and the Samsung App Store.

We also intend to work with third parties, including Facebook, to recruit new players. As part of our efforts to successfully market our games on the direct-to-consumer digital storefronts, we intend to educate the storefront owners about our games. We believe that the featuring or prominent placement of our games facilitates organic user discovery and has the potential to result in our games achieving a greater degree of commercial success.

Pricing Strategy

Gamzio has, after careful consideration, decided to align its game pricing at a freemium model (free to download with in app purchases) level in comparison to some of its competitors. This fits in perfectly with where we see ourself positioned in the total marketplace and from communication with our customer base, as far as getting appropriate value and still maintaining sufficient motivation for high volume. Gamzio looks to create a universal, cross-platform social casino gaming environment for players worldwide. We anticipate that players will also share Gamzio games with their contacts, propagating more viral sales.

Promotion Strategy

The management of Gamzio believes strongly in press releases to promote the value of its services. This will always be a focus of its promotion efforts. However, though this is a crucial part, this is only one part of its promotion strategy. The Company will be promoting what it does through paid downloads (CPIs), partnerships, online activity, email, word of mouth and referrals from other customers. This along with all the individual selling efforts of its staff demonstrates a dynamic way for it to infiltrate the marketplace.

In addition to our efforts to secure prominent featuring or placement for our games, we have also undertaken a number of marketing initiatives designed to acquire customers and increase downloads of our games and increase sales of virtual currency, including:

•	Undertaking extensive outreach efforts with video game websites and related media outlets, such as providing reviewers with access to our games prior to launch;

•	Paying third parties, such as Tapjoy, AdMob, iAd or Flurry, to advertise to targeted consumers to download our games through offers or recommendations;

•	Using “push” notifications to alert users of sales on virtual currency or items in our games;

•	Cross-promoting our games through banner advertisements in our other games, as well as advertising our games in our competitors’ games; and

•	Using social networking websites, such as Facebook and Twitter, to build a base of fans and followers to whom we can quickly and easily provide information about our games.

The main challenge of today’s game companies is App Store discoverability. Gamzio realizes that in creating strategic partnerships with companies with massive distribution channels, and sources of new players, the discoverability issue may be ameliorated.

Gamzio has teamed up with a number of industry veterans and strategic partners who specialize in app discoverability and distribution. In doing so, Gamzio hopes to expand the distribution of its games and apps worldwide.

Government Regulation

We are subject to a number of domestic and foreign laws and regulations that affect our business. Not only are these laws constantly evolving, which could result in their being interpreted in ways that could harm our business, but legislation is also continually being introduced that may affect both the content of our products and their distribution. In the United States, for example, numerous federal and state laws have been introduced which attempt to restrict the content or distribution of games. Legislation has been adopted in several states, and proposed at the federal level, that prohibits the sale of certain games to minors. In order to address concerns relating to these new laws, we explicitly include in our download page in the Apple iTunes Store the following disclaimer: “This game is for entertainment purposes only, and is not intended for those under 18 year of age, and in some cases, 21 years of age.”

We may also be required to modify certain games or alter our marketing strategies to comply with new and possibly inconsistent regulations, which could be costly or delay the release of our games. For example, the United Kingdom’s Office of Fair Trading issued proposed principles in September 2013 relating to in-app purchases in free-to-play games that are directed towards children 16 and under, which principles are expected to become effective in the first quarter of 2014. The Federal Trade Commission has also indicated that it intends to review issues related to in-app purchases, particularly with respect to games that are marketed primarily to minors. In addition, two self-regulatory bodies in the United States (the Entertainment Software Rating Board) and the European Union ( Pan European Game Information) provide consumers with rating information on various products such as entertainment software similar to our products based on the content (for example, violence, sexually explicit content, language). Furthermore, the Chinese government has adopted measures designed to eliminate violent or obscene content in games. In response to these measures, some Chinese telecommunications operators have suspended billing their customers for certain mobile gaming platform services, including those services that do not contain offensive or unauthorized content, which could negatively impact our revenues in China.

Furthermore, the growth and development of free-to-play gaming and the sale of virtual goods may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours. We anticipate that scrutiny and regulation of our industry will increase and that we will be required to devote legal and other resources to addressing such regulation. For example, existing laws or new laws regarding the regulation of currency and banking institutions may be interpreted to cover virtual currency or goods. If that were to occur we may be required to seek licenses, authorizations or approvals from relevant regulators, the granting of which may depend on us meeting certain capital and other requirements and we may be subject to additional regulation and oversight, all of which could significantly increase our operating costs.

We are also subject to federal, state and foreign laws regarding privacy and the protection of the information that we collect regarding our users, which laws are currently in a state of flux and likely to remain so for the foreseeable future. The U.S. government, including the Federal Trade Commission and the Department of Commerce, is continuing to review the need for greater regulation over collecting information concerning consumer behavior on the Internet and on mobile devices. For example, in December 2012, the Federal Trade Commission adopted amendments to the Children’s Online Privacy Protection Act to strengthen privacy protections for children under age 13, which amendments became effective on July 1, 2013. In addition, the European Union has proposed reforms to its existing data protection legal framework. Various government and consumer agencies have also called for new regulation and changes in industry practices. For example, in February 2012, the California Attorney General announced a deal with Amazon, Apple, Google, Hewlett-Packard, Microsoft and Research in Motion to strengthen privacy protection for users that download third-party apps to smartphones and tablet devices. In response to developments in the interpretation and understanding of regulations such as these and guidance we make our privacy policy readily accessible to players of our games as required by the California Online Privacy Protection Act.

In the area of information security and data protection, we are subject to state laws requiring notification to users when there is a security breach for personal data, such as the 2002 amendment to California’s Information Practices Act, or requiring the adoption of minimum information security standards.

CUSTOMER LOYALTY TECHNOLOGY

We have developed a proprietary technology platform designed to provide merchants with a new method of marketing to existing and loyal customers. We generate revenue primarily through transaction fees associated with the use of our deal management software (“DMS”). The deal management software provides companies of all sizes the ability to create their own electronic discount offers (coupons), make those offers available to targeted customer groups, and send them out through their own distribution channels.

We generate revenues by collecting a small transaction fee for the use of the DMS. Consumers purchase “deal offers” from Gamzio for $1, locking in the merchant’s future discounted deal. When the purchased deal offer is redeemed, the consumer then pays the merchant directly for full cost of the deal. The platform is provided at no cost to the merchant, with the merchant’s customer paying us a $1 fee for the right to the merchant’s deal at a future time.

Our DMS was officially introduced to the golf industry in January 2012 at the PGA Merchandise Show through the website eTeeoff.com, an easy-to-use platform to connect golf merchants to consumers. We signed a Memorandum of Agreement with TapIn Solutions, LLC to make eTeeoff and DMS available to their network of 3,400 golf courses and 450 product distributors across the country.

Operations

To date ~~Marine~~we ~~Drive~~have ~~Mobile Corp. has~~ not generated any revenue. ~~Until~~through ~~such~~this ~~time as we are generating sufficient revenue under our~~ business ~~plan, we plan to fund our operations for at least the next twelve months primarily from the proceeds of private sales of equity and debt financings or institutional borrowings~~segment. There is no guarantee we will be successful in raising capital or obtaining loans, or upon terms that are favorable or satisfactory to us, and any failure could have a material adverse effect on our business objectives and operations. We anticipate that we will need approximately $1,000,000 to fund our operational and research and development needs over the next twelve months.

Since the acquisition of MDT, we have had significant on-going operations, developed proprietary software to use in our products, developed and launched a product, eTeeoff.com, created a marketing plan and sales team, hired contract employees and management and have been actively seeking potential acquisition or development targets, and negotiating and closing transactions with such targets.

Our current and future operations are and will be focused on continuing to carry out our business plan through the marketing and continued development of our deal management software, and our future products, continued software development efforts, the integration of the intellectual property we have acquired through ~~the~~ MDT, and the continued evaluation of potential strategic acquisitions and/or partnerships.

Products

~~Deal~~Our deal ~~Management~~management ~~Software~~software (DMS) provides companies of all sizes with the ability to not only enter the e-commerce space, but a clear path of adoption to fast growing mobile-commerce transactions. With this significant cultural and technological shift taking place, we use flexible design to integrate our platform with iPhone, android and even javascript enabled blackberry devices.

At the core is Marine Drive's Deal Management Service. Our deal management software (DMS) which provides companies of all sizes the ability to not only enter the e-commerce space, but gives them a clear path of adoption to fast growing mobile-commerce transactions. With this significant cultural and technological shift taking place, Marine Drive Mobile uses flexible design to integrate its platform with iPhone, android and even javascript enabled blackberry devices.

Our innovative model involves an intuitive and integrated interface for both web and mobile platforms, and has been designed for the needs of merchants and consumers. Along with high quality professional support, creating and promoting deal offers through our platform is as easy as sending an email. Redeeming a deal is simply a matter of hitting a button on a phone, scanning a QR code, or entering a deal ID.

Strategy

We are principally an m-Commerce transaction-supported business. We plan to derive most of our revenue from fees levied on transactions conducted through any one of our m-Commerce platforms. Initially, revenues will be generated from the purchase of a “deal coupon” which guarantees to the consumer a special discount on goods and services from a specific merchant. Deals can be purchased through our mobile applications, as well as through our web-based e-Commerce sites. E-commerce, or electronic commerce, is also known as eCommerce or e-comm. It refers to the buying and selling of products or services over electronic systems such as the Internet.

We believe we have the potential to acquire a significant merchant base (i.e. customers) through the introduction of a proprietary transactional platform. MDT developed a market driven research database which will allow us to identify and target the most desirable merchants and users within our lifestyle verticals. While many of the consumers within each vertical may be loyal to that specific lifestyle, we anticipate there being an overlap of consumers interested in more than one vertical. We intend to develop our own system, acquire an existing platform, or partner with a known m-Commerce service as the business develops.

Critical to our business model is the ability our technology platform to provide detailed analytics and reporting, both internally and to our merchant customers, which allows all stakeholders to retarget marketing and promotional campaigns to increase revenue and gross profit.

Pricing

Our strategy will be to derive revenue primarily from a small fee levied on all transactions conducted on any one of our m-Commerce platforms. This transaction fee is based on a sliding scale and varies depending on the full cost of the merchant’s offer, the discounted price of the offer, and the relationship of both of these to the percentage discount being offered. We have established an optimal minimum price of $1 per coupon transaction to cover servicing costs such as: deal assemblage, advertising and promotional costs, platform support, and other related expenses. The intent of this pricing model is to offer excellent deals to customers with as little cost as possible passed onto the merchants, allowing merchants to offer bigger and better deals as often as they wish without sacrificing profits.

Marketing

We develop web and mobile-based e-coupon websites catering to targeted lifestyle demographics. These sites are designed to attract merchants to use our transaction engine. Our management team is particularly experienced in developing joint promotions and partnerships with the dual purpose of expanding both our merchant base and the number of consumers who purchase merchant offers.

Our primary goal is to match merchants and consumers through our transactional m-Commerce applications and software. The Company intends to develop targeted geographic and vertical-specific promotions that appeal to global, national and regional audiences. These promotions will be rolled out strategically to coincide with the growth of each of the Company’s lifestyle vertical properties.

To further grow merchants’ market potential, we intend to allow merchants to easily enter the m-Commerce space by offering easy-to-use coupon apps, or application software, designed specifically for smartphones. To that end, we intend to develop mobile apps for the Apple iPhone, as well as for the Android, RIM and other mobile phone operating systems.

Our technology is being built to allow consumers to interact and engage with social media channels such as Facebook and Twitter. Merchants accessing our m-Commerce software and platform will have access to these marketing tools. Merchants will be able to expand the reach of their offers by taking advantage of social media tools that improve their customer’s ability to share merchant offers and promotions through their social network, with the potential for distribution to go viral. As used in this document, the term “go viral” refers to using pre-existing social networks to produce dramatic increases in brand awareness or to achieve other marketing objectives (such as product sales) through the spread of the business message across such social networks via a self-replicating viral processes, analogous to the spread of biological viruses or computer viruses.

Technology

We continue to develop proprietary transactional m-Commerce applications that allow merchants to participate in the online customer loyalty and daily deal promotional market. Designed as a SaaS-based platform, it will allow merchants to easily launch and integrate a daily deal/coupon system into their electronic marketing program.

Smartphones are increasingly being used as a transactional tool and mobile wallet. We intend for our products and services to be at the forefront of this growth. Utilizing our existing in-house expertise we intend to release new versions of our technology platform over the next 12 months to incorporate many of the following tools and applications:

·	m-Commerce transactional engine;
·	m-Commerce platform to enable merchants to create electronic coupons, promotions and daily deals;

·	Mobile applications to integrate e-coupon applications to the mobile platform;
·	Social media tools and applications; and

·	Detailed reporting and analytics.

Industry

Online Commerce

According to eMarketer, in 2011, approximately 179 million consumers ages 14 and older in the United States will research products online and 83% of them will make an online purchase. With the rise of online commerce, the user experience has improved with easy-to-use interfaces, broad selection, enhanced search, rich media and streamlined payment options. Additionally, improved capabilities of inventory management systems, logistics infrastructure and ground and air transportation have provided fast and affordable delivery

of consumer products.

Mobile Commerce

Within the online commerce industry, m-Commerce activity is growing quickly and is predicted to reach $119 billion by 2015. The primary medium for m-Commerce is the smartphone, a device that had garnered 312 million subscribers worldwide by the end of 2010. That number is expected to top 500 million by the end of 2011.

Smartphone owners are increasingly using their phones to shop, browse and research for products. Over a quarter of users now use their smartphone to find product information on a regular basis. Of even greater significance is the fact that half of all smartphone owners have completed a purchase on their phones, while 11% now use it to make a purchase on a weekly basis. The smartphone easily carries coupons, handles a variety of rewards cards and tools and can be used to pay during the check-out process.

In addition to the use of m-Commerce as a retail point of sale, companies have found diverse ways to broaden the use of m-Commerce. Many businesses have developed mobile applications that not only allow customers to purchase products with their mobile device but also spark interest that can generate foot traffic to traditional brick and mortar stores. Other companies use mobile applications not simply to attract customers, but to enhance existing customers’ overall experience or to present unique advertising campaigns.

Top m-Commerce retailers globally include: Taobao, Amazon and eBay. On eBay alone, consumers bought and sold over $2 billion worth of merchandise via mobile in 2010. It is estimated that the US m-Commerce market will be approximately $31 billion by 2016.

~~Local Marketing Websites~~17

The recent success of Groupon and similar websites focused on local shopping are presenting merchants with an alternative to traditional methods of reaching consumers in their area. Merchants are finding that these web based advertising methods can be much more effective and economical than traditional advertising such as the yellow pages, direct mail, newspaper, radio, television and online advertisements. Web-based promotions can increase traffic at a merchant’s business and lead customers to make additional purchases beyond the terms of their e-coupon discount. Moreover, once introduced to the business through an e-coupon promotion, satisfied customers may continue to frequent the business without a discount when they would not otherwise have done so.

Competition

Competitors in the online couponing space include Groupon, Living Social and, more recently, Google Offers. These services have increased rapidly of late partly due to the economic downturn; consumers are more interested in searching out the best deals on products. Groupon now has over 50 million subscribers in 35 countries, and the company claims it has saved consumers over a billion dollars and generated hundreds of millions of dollars for businesses.

Most e-couponing services sell a “Deal of the Day”, offering significant savings for local restaurants, service providers, activities and memberships, and generate revenue by taking a commission from the merchant. Often this commission is large and merchants break even at best. For example, Groupon’s revenue is the purchase price paid by the customer for the Groupon. Their gross profit is the amount Groupon retains after paying an agreed-upon percentage of the purchase price to the featured merchant.

Sites like Groupon require a certain number of buy-ins before the deal becomes active. This creates the incentive to share the deal with friends and family, until “the deal is on.” By combining the viral nature of the social web with hard-to-replicate deals, Groupon has created a network-effects business for commerce that makes its model highly attractive. Living Social does not require a minimum number of buy-ins, but strongly encourages customers to share the deal and is extremely active on Facebook and Twitter, engaging customers in an ongoing conversation.

All competitors generally follow the same methods of deal delivery – a daily email, a website, and a mobile site. Email subscribers are offered discounts for goods and services that are targeted to their location and personal preferences. A typical deal might offer a $20 coupon that can be redeemed for $40 in value at a restaurant, spa, yoga studio, car wash or other local merchant.

~~Regulation~~Government Regulations

Our business will be subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the internet, many of which are still evolving and could be interpreted in ways that could harm our business. These regulations and laws may involve taxation, tariffs, subscriber privacy, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the internet as the vast majority of these laws were adopted prior to the advent of the internet and do not contemplate or address the unique issues raised by the internet or e-commerce.

In addition, it is possible that governments of one or more countries may seek to censor content available on our websites or may even attempt to completely block access to our websites. Accordingly, adverse legal or regulatory developments could substantially harm our business.

Our e-coupons may be considered gift cards, gift certificates, stored value cards or prepaid cards and therefore governed by, among other laws, the CARD Act and state laws governing gift cards, stored value cards and coupons. Many of these laws contain provisions governing the use of gift cards, gift certificates, stored value cards or prepaid cards, including specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees.

In addition, certain states and foreign jurisdictions have requirements for disclosure and product terms and conditions, including expiration dates and permissible fees, which might apply to us. Some states and foreign jurisdictions also include gift cards under their unclaimed and abandoned property laws which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and recordkeeping obligations.

Many states have passed laws requiring notification to subscribers when there is a security breach of personal data. There are also a number of legislative proposals pending before the U.S. Congress, various state legislative bodies and foreign governments concerning data protection. In addition, data protection laws in Europe and other jurisdictions outside the United States may be more restrictive, and the interpretation and application of these laws are still uncertain and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. If so, in addition to the possibility of fines, this could result in an order requiring that we change our data practices, which could have an adverse effect on our business. Furthermore, the Digital Millennium Copyright Act has provisions that limit, but do not necessarily eliminate, our liability for linking to third-party websites that include materials that infringe copyrights or other rights, so long as we comply with the statutory requirements of this act. Complying with these various laws could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.

Employees

Currently, we have five ~~full~~three time contracted employees which includes our CEO. We have also hired ~~three~~ part-time employees to assist in the on-going operations of the Company. Other work, including work relating to our sales efforts, is subcontracted to consultants on an as-needed basis. We intend to grow our employee base based on the demands and requirements of the business.

ITEM 1A— RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in ~~this~~our ~~Form~~public ~~8-K~~filings before making an investment decision with regard to our securities. ~~The~~ statements contained in or incorporated into this Form 8-K that are not statements of historic or present facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

818

Risks Relating to Our Business and Industry

We are a development stage company with a limited operating history on which to evaluate our business or base an investment decision.

Our business prospects are difficult to predict because of our limited operating history, early stage of development, unproven business strategy and unproven product. We are a development stage company that has yet to generate any revenue. It is our business plan to design and develop Internet and m-Commerce products and services for consumer-facing businesses. Currently, we have deployed only one e-commerce platform for a specific market (the golf industry) in a particular geographical area. Accordingly, there is no guarantee that we will be able to expand our number of offerings or that our products and services will be able to generate any significant revenues. As a development stage company, we face numerous risks and uncertainties in the competitive markets. In particular, we have not proven that we can:

● develop our offering of products and services in a manner that enables us to be profitable and meet our merchants’ requirements;

● develop and maintain relationships with key merchants that will be necessary to optimize the market value of our products and services;

● raise sufficient capital in the public and/or private markets; or

● respond effectively to competitive pressures.

If we are unable to accomplish these goals, our business is unlikely to succeed and you should consider our prospects in light of these risks, challenges and uncertainties.

We have no revenues and have incurred and expect to continue to incur substantial losses.

Since inception through September 30, ~~2012~~2013, we have not generated any revenues and we have generated significant operating losses since our formation and given our recent shift in business focus we expect to incur substantial losses and negative operating cash flows for the foreseeable future. For the year ended September 30, ~~2012~~2013, our net loss was $21,~~571~~962,~~444~~001 and as of September 30, ~~2012~~2013our ~~our~~ accumulated deficit, was $24,~~918~~880,~~013~~014. We anticipate that our existing cash and cash equivalents will not be sufficient to fund our short term business needs, and we will need to generate revenue or receive additional investment in the Company to continue operations. In addition, our business operations may prove more expensive than we currently anticipate and we may incur significant additional costs and expenses. We expect that capital outlays and operating expenditures will continue to increase as we attempt to expand our infrastructure and development activities, and we will require significant additional capital in order to implement our business plan and continue our operations.

Our auditors have expressed uncertainty as to our ability to continue as a going concern.

Primarily as a result of our recurring losses and our lack of liquidity, we received a report from our independent auditors that includes an explanatory paragraph describing the substantial uncertainty as to our ability to continue as a going concern as of our fiscal year ended September 30, ~~2012~~2013.

We• ~~are~~we inmay ~~the~~have ~~early~~difficulty ~~stages~~optimizing ofthe ~~development~~monetization of our ~~products~~games ~~and~~due ~~services~~to our relatively limited experience creating games that include micro-transaction capabilities, advertising and ifoffers, weas well as our limited experience in offering the features that are ~~unable~~often associated with free-to-play ~~successfully~~games published by games-as-a-service companies, such as tournaments, live events and more frequent content updates; • we intend to develop our ~~products~~games ~~and~~based ~~services~~upon our own intellectual property, rather than well-known licensed brands, and we may encounter difficulties in generating sufficient consumer interest in and downloads of our games; • many well-funded public and private companies have released, or plan to release, free-to-play games,, and this competition will ~~not~~make beit ~~able~~more difficult for us to ~~implement~~differentiate our ~~business~~games ~~strategy.~~and derive significant revenues from them;

We are a development stage company and are in the early stages of developing our products and services. We have so far deployed only one platform and have not yet successfully completed the development of any other products or services. We may be unable to complete the development of our products or services or, if developed, update our products and services to address changing industry conditions and our competition. Furthermore, no assurance can be given that our products or services, even if successfully developed, will generate sufficient revenues to enable us to be profitable. If we do not successfully develop our products and services, our ability to implement our business strategy and our results of operations and financial condition will be materially adversely affected.19

9• free-to-play games, have a relatively limited history, and it is unclear how popular this style of game will become or remain or its revenue potential; • our free-to-play strategy assumes that a large number of players will download our games because they are free and that we will then be able to effectively monetize the games; however, players may not widely download our games for a variety of reasons, including poor consumer reviews or other negative publicity, ineffective or insufficient marketing efforts, lack of sufficient community features, lack of prominent storefront featuring and the relatively large file size of some of our games—our thick-client games may utilize a significant amount of the available memory on a user’s device, and due to the inherent limitations of the smartphone platforms and telecommunications networks, which only allow applications that are less than 100 megabytes to be downloaded over a carrier’s wireless network, players must download one of our thick-client games either via a wireless Internet (wifi) connection or initially to their computer and then side-loaded to their device; • even if our games are widely downloaded, we may fail to retain users or optimize the monetization of these games for a variety of reasons, including poor game design or quality, lack of community features, gameplay issues such as game unavailability, long load times or an unexpected termination of the game due to data server or other technical issues, or our failure to effectively respond and adapt to changing user preferences through game updates; • we may have difficulty hiring the additional monetization, live operations, server technology, user experience and product management personnel that we require to support our games and incorporating our products; • we will depend on the proper and continued functioning of our own servers and third-party infrastructure to operate; • the billing and provisioning capabilities of some smartphones and tablets are currently not optimized to enable users to purchase games or make in-app purchases, which make it difficult for users of these smartphones and tablets to purchase our games or make in-app purchases and could reduce our addressable market, at least in the short term; and • the Federal Trade Commission has indicated that it intends to review issues related to in-app purchases, particularly with respect to games that are marketed primarily to minors, and the commission might issue rules significantly restricting or even prohibiting in-app purchases or name us as a defendant in a future class-action lawsuit.

WeIf ~~have~~we ado ~~rapidly~~not ~~evolving~~achieve ~~business~~a ~~model~~sufficient ~~and~~return on our ~~new~~investment ~~product~~with ~~and~~respect ~~service~~to ~~offerings~~our infree-to-play ~~the~~business ~~niche~~model, ~~“lifestyle~~it ~~vertical”~~will ~~markets~~negatively weaffect ~~target~~our ~~could~~operating ~~fail~~results toand ~~attract~~may orrequire ~~retain~~us ~~merchants~~to ~~and/or~~formulate ~~consumers~~a ornew ~~generate~~business ~~revenue~~strategy.

We ~~have~~derive aour ~~rapidly~~revenues ~~evolving~~from ~~business~~Apple’s ~~model~~App ~~which targets consumers with specific lifestyle characteristics (e.g. health conscious~~Store, ~~physically active people) through the development of offers~~ and ~~promotions~~if ~~in niche vertical markets (e.g. golf, skiing, etc.). Currently, the golf industry is the only specific “lifestyle vertical” market that~~ we ~~have targeted. We~~ are ~~exploring~~unable ~~entry into new lifestyle vertical markets and plan~~ to ~~introduce~~maintain ~~new~~a ~~products~~good ~~and~~relationship ~~features in areas~~ with which we have little experience. However, unlike many of our competitors, because we are targeting specific lifestyle markets, in many cases merchants or end consumers who have used our platform with respect to one product offering (such as our golf product) may not be transferrable to our new product offering targeting a different lifestyle. With respect to each ~~new market we may have to largely rebuild our merchant and end consumer base which could require substantial amounts~~ of ~~capital~~Apple and make us unable to effectively compete with other e-coupon sites which target broader audiences. In addition, our subscribers may not respond favorably to our new products and services. If products or ~~services~~if wethe ~~introduce,~~storefront ~~such~~was asunavailable ~~new~~for ~~e-commerce~~any ~~websites~~prolonged ~~and~~period ~~mobile applications or the introduction~~ of ~~social networking elements to our websites and applications~~time, ~~fail to engage subscribers or merchants, we may fail to acquire or retain merchants and/or consumers or generate sufficient revenue or other value to justify~~ our ~~investment, and our~~ business ~~may be materially and adversely affected. Our ability to retain or increase our merchant and consumer base and revenue~~ will ~~depend heavily on our ability to create new products and services in new lifestyle vertical markets~~suffer. In addition, the relative profitability, if any, of our new activities may be lower than that of our previous activities, and we may not generate sufficient revenue from new activities to recoup our investments in them. If any of this were to occur, it could damage our reputation, limit our growth and negatively affect our operating results.

~~Our~~The ~~business~~majority ~~may~~of beour ~~subject~~smartphone torevenues ~~seasonal~~have ~~sales~~historically ~~fluctuations~~been derived from Apple’s iOS platform, which accounted for 100% of our total revenues for the fiscal year ended September 30, 2013. We generated the majority of these iOS-related revenues from in-app purchases made through the Apple App Store. We believe that we have good relationships with Apple. Accordingly, any change or deterioration in our relationship with Apple could ~~result~~materially harm our business and likely cause our stock price to decline. We also rely on the continued functioning of the Apple App Store. In the past the digital storefront has been unavailable for short periods of time or experienced issues with their in-app ~~volatility~~purchasing functionality. If either of these events recurs on a prolonged basis or other similar issues arise that impact our ability to generate revenues from these storefronts, it would have ana material adverse effect on our revenues and operating results. In addition, if the ~~value~~storefront operators fail to provide high levels of service, our ~~common~~end ~~stock~~users’ ability to access our games may be interrupted or end users may not receive the virtual currency or goods for which they have paid, which may adversely affect our brand.

~~Our~~The ~~business,~~operators ~~like that~~ of ~~our~~digital ~~merchants,~~storefronts ~~may be subject to some degree of sales seasonality. This is particularly so due to our focus~~ on ~~lifestyle~~which ~~vertical~~we ~~markets.~~publish ~~For example,~~ our ~~first e~~free-~~commerce application focuses on the golf industry, which is likely subject~~ to-play agames ~~disparity~~in ofmany ~~sales~~cases ~~between~~have the ~~winter~~unilateral and summer months. Seasonality may cause our working capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales. These factors, among other things, make forecasting more difficult and may adversely affect our ability to ~~manage~~change ~~working capital~~ and tointerpret ~~predict financial results accurately, which could adversely affect~~ the ~~value~~terms of our ~~common~~contract ~~stock~~with them.

IfThe distribution terms and conditions are often “click through” agreements that we are ~~unable~~not able to ~~attract~~negotiate ~~consumers~~with the storefront operator. For example, we are subject to ~~our~~each ~~merchants~~of Apple’s standard click-through terms and conditions for application developers, which govern the promotion, distribution and operation of applications, including our games, on their storefronts. Apple can unilaterally change their standard terms and conditions with no prior notice to us. In addition, the agreement terms can be vague and subject to changing interpretations by the storefront operator. For example, in the second quarter of 2011, Apple began prohibiting certain types of virtual currency-incented advertising offers in games sold on the Apple App Store. Most recently, Apple informed us early in the fourth quarter of 2012 that we could no longer include links to Tapjoy’s HTML5 website in our ~~web~~games, which has since negatively impacted our ability to generate revenue through incented offers and ~~mobile~~will ~~commerce~~likely ~~platforms~~continue to negatively impact our revenues in future periods. Any similar changes in the future that impact our revenues could materially harm our business, and we may not bereceive ~~able~~significant or any advance warning of such change. In addition, Apple has the right to ~~generate~~prohibit ~~revenue~~a developer from distributing its applications on its storefront if the developer violates its standard terms and conditions. If Apple or any other storefront operator determines that we are violating its standard terms and conditions, by a new interpretation or otherwise or prohibits us from distributing our games on its storefront, it would materially harm our business ~~will~~and belikely ~~harmed~~cause our stock price to significantly decline.

We do not currently have an organization for the sales, marketing and distribution of our services. Our strategy is to develop web and mobile-based e-coupon applications catering to targeted lifestyle demographics. These sites are designed to attract merchants to use the Company’s transaction engine. We need to develop and maintain strategic relationships with these entities in order for them to successfully utilize our platforms. We expect to face severe competition in this effort to establish strategic relationships from other companies vying for similar relationships with merchants. Some of these competitors may have a competitive advantage over us in obtaining agreements with merchants due to their size, consumer base, reputation, relative financial stability or longer operating history. If we are unable to establish such relationships on terms that are favorable to us, or at all, we may not be able to penetrate the market on a scale required to become viable or profitable.20

IfThe wemarkets ~~fail~~in towhich ~~offer~~we aoperate ~~compelling~~are ~~value~~highly orcompetitive, ~~service~~and tomany ~~merchants,~~of our ~~revenue~~competitors ~~and~~have ~~business~~significantly ~~will~~greater beresources ~~harmed~~than we do.

WeDeveloping, ~~depend~~distributing ~~on our ability to attract~~ and ~~retain~~selling ~~merchants~~mobile ~~that~~games ~~are~~is ~~prepared~~a tohighly ~~offer~~competitive ~~products~~business, orcharacterized ~~services~~by infrequent ~~our~~product ~~target~~introductions ~~lifestyle~~and ~~vertical~~rapidly ~~markets~~emerging onnew ~~compelling~~platforms, ~~terms~~technologies ~~through our websites~~ and ~~applications~~storefronts. We doFor ~~not~~end ~~have~~users, ~~long-term~~we ~~arrangements~~compete toprimarily ~~guarantee~~on the ~~availability~~basis of ~~deals~~game ~~that offer attractive~~ quality, ~~value~~brand and ~~variety~~customer ~~to consumers or favorable payment terms to us~~reviews. We ~~must~~compete ~~continue~~for topromotional ~~attract~~ and ~~retain~~storefront ~~merchants~~placement inbased ~~order~~on tothese ~~increase revenue and achieve profitability. If new merchants do not find our marketing and promotional services effective~~factors, oras ifwell ~~existing~~as ~~merchants do not believe that utilizing~~ our ~~products~~relationship ~~provides them~~ with athe ~~long-term~~digital ~~increase~~storefront ~~in customers~~owner, ~~revenues~~historical ~~or profits~~performance, ~~they~~perception ~~may~~of ~~stop~~sales ~~making~~potential ~~offers through our websites~~ and ~~applications. In~~relationships ~~addition,~~with welicensors ~~may experience attrition in our merchants in the ordinary course~~ of ~~business~~brands ~~resulting~~and ~~from~~other ~~several~~intellectual ~~factors,~~property. ~~including~~For ~~losses~~content ~~to competitors~~ and ~~merchant~~brand ~~closures~~licensors, ~~or bankruptcies. If~~ we ~~are~~compete ~~unable~~based toon ~~attract~~royalty ~~new~~and ~~merchants~~other ineconomic ~~numbers~~terms, ~~sufficient~~perceptions toof ~~grow~~development ~~our business~~quality, orporting ifabilities, ~~too~~speed ~~many~~of ~~merchants~~execution, ~~are~~distribution ~~unwilling~~breadth toand ~~offer~~relationships ~~products or services~~ with ~~compelling~~storefront ~~terms~~owners ~~through our marketplace~~ or ~~offer~~carriers. ~~favorable~~We ~~payment~~also ~~terms~~compete tofor ~~us,~~experienced ~~we may sell fewer e-coupons,~~ and ~~our~~talented ~~operating results will be adversely affected~~employees.

IfWe ~~our~~compete ~~efforts~~with toa ~~market~~continually increasing number of companies, ~~advertise~~including ~~and~~Gluu ~~promote~~Mobile ~~products~~Inc., ~~and~~Zynga, ~~services~~DeNA, ~~from~~Gree, ~~our~~Nexon ~~existing~~and ~~merchants~~many ~~are~~well-funded ~~not~~private ~~successful~~companies, orincluding ifKabam, ~~our~~King, ~~existing~~Rovio, ~~merchants~~Storm do8/Team ~~not~~Lava ~~believe~~and ~~that~~Supercell. ~~utilizing~~We ~~our~~also ~~services~~compete ~~provides~~for ~~them~~consumer spending with alarge ~~long~~companies, such as Activision, Electronic Arts (EA Mobile), Gameloft and Take-~~term~~Two ~~increase~~Interactive, inwhose ~~customers~~games for smartphones and tablets are primarily premium rather than free-to-play. In addition, ~~revenues~~given orthe ~~profits~~open nature of the development and distribution for smartphones and tablets, we ~~may~~also ~~not~~compete beor will compete with a vast number of small companies and individuals who are able to ~~retain~~create orand ~~attract~~launch ~~merchants~~games inand ~~sufficient~~other ~~numbers~~content tofor ~~grow~~these ~~our~~devices ~~business~~using relatively limited resources and with relatively limited start-up time or expertise. As an example of the competition that we ~~may~~face, beit ~~required~~has tobeen ~~incur~~estimated ~~significantly~~that ~~higher~~more ~~marketing~~than ~~expenses~~170,000 oractive ~~accept~~games ~~lower~~were ~~margins~~available inon ~~order~~Apple’s toApp ~~attract~~Store ~~new~~as ~~merchants. A~~of ~~significant~~October ~~increase~~31, in2013. ~~merchant~~The ~~attrition~~proliferation orof ~~decrease~~titles in ~~merchant~~these ~~growth~~open ~~would~~developer ~~have~~channels anmakes ~~adverse~~it ~~effect~~difficult onfor ~~our~~us ~~business,~~to ~~financial~~differentiate ~~condition~~ourselves from other developers and ~~results~~to ofcompete ~~operation~~for end users without substantially increasing our marketing expenses and development costs.

If• wesignificantly ~~are~~greater ~~unable~~financial toresources; ~~maintain~~• ~~favorable~~greater ~~terms~~experience with ~~our~~the ~~merchants~~free-to-play games and games-as-a-service business model and more effective game monetization; • stronger brand and consumer recognition regionally or worldwide; • greater experience integrating community features into their games, ~~our~~operating ~~gross~~as ~~profit~~a ~~may~~games-as-a-service becompany ~~adversely~~and ~~affected~~increasing the revenues derived from their users; • the capacity to leverage their marketing expenditures across a broader portfolio of mobile and non-mobile products; • larger installed customer bases from related platforms, such as console gaming or social networking websites, to which they can market and sell mobile games; • more substantial intellectual property of their own from which they can develop games without having to pay royalties; • lower labor and development costs and better overall economies of scale; • greater platform-specific focus, experience and expertise; and • broader global distribution and presence.

~~The~~If ~~success~~we ofare ~~our~~unable ~~business~~to ~~depends~~compete ineffectively ~~part~~or onwe ~~our~~are ~~ability~~not toas ~~retain~~successful ~~and~~as ~~increase~~our ~~the~~competitors ~~number~~in ofour ~~merchants~~target ~~who~~markets, ~~use~~ our ~~service. Our~~sales ~~current~~could ~~pricing~~decline, ~~model~~our ~~involves~~margins ~~levying~~could adecline ~~fee~~and ~~based~~we oncould alose ~~sliding~~market ~~scale~~share, ~~for~~any ~~each~~of ~~transaction~~which ~~concluded~~would ~~through~~materially harm our ~~platforms~~business, operating results and financial condition.

1021

IfConsumer ~~merchants~~tastes ~~decide~~are ~~this~~continually ~~fee~~changing isand soare ~~onerous~~often ~~that~~unpredictable, ~~utilizing~~and ~~our~~we ~~services~~compete nofor ~~longer~~consumer ~~provides~~discretionary anspending ~~effective~~against ~~means~~other forms of ~~attracting~~entertainment; ~~new~~if ~~customers~~we orfail ~~selling~~to ~~their~~develop ~~goods~~ and ~~services,~~publish ~~they~~new ~~may~~mobile ~~demand~~games that weachieve ~~reduce~~market ~~the~~acceptance, ~~fee~~our ~~levied~~sales ~~for each e-coupon sold. This~~ would ~~adversely affect our gross profit~~suffer.

~~When~~Our ~~compared~~business depends on developing and publishing mobile games that consumers will want to ~~the~~download ~~pricing~~and ~~model~~spend time and money playing. We must continue to invest significant resources in research and development, analytics and marketing to introduce new games and continue to update our successful free-to-play games, and we often must make decisions about these matters well in advance of ~~larger~~product ~~competitors~~release ~~such~~to astimely ~~Groupon~~implement them. Our success depends, in part, on unpredictable and volatile factors beyond our ~~margins~~control, including consumer preferences, competing games, new mobile platforms and the availability of other entertainment activities. If our games and related applications do not meet consumer expectations, or they are ~~expected~~not brought to bemarket ~~considerably~~in ~~lower~~a ~~because~~timely and effective manner, our ~~pricing~~business, ~~model~~operating ~~charges~~results aand ~~fee~~financial ~~for~~condition ~~each~~would ~~transaction~~be harmed. Even if our games are successfully introduced and initially adopted, ~~which~~a ~~generally~~failure ~~allows~~to ~~merchants~~continue to ~~keep~~update ~~most~~them ofwith compelling content or a subsequent shift in the ~~proceeds~~entertainment preferences of ~~the~~consumers ~~sale. In~~could ~~contrast,~~cause ~~Groupon~~a decline in our games’s ~~model~~popularity ~~generally~~that could materially reduce our revenues and harm our business, operating results inand ~~lower~~financial ~~margins~~condition. Furthermore, we compete for the ~~merchant. The~~discretionary ~~lower~~spending ~~margins~~of consumers, who face a vast array of entertainment choices, including games played on personal computers and consoles, television, movies, sports and the Internet. If we ~~expect~~are unable to ~~receive~~sustain ~~from~~sufficient ~~this~~interest ~~pricing~~in ~~model~~our ~~could~~games ~~adversely~~compared ~~affect~~to other forms of entertainment, our ~~revenue~~business and ~~gross~~financial ~~profit~~results would be seriously harmed.

If ~~our~~we ~~merchants~~ do not ~~meet~~successfully ~~the~~establish ~~needs~~ and ~~expectations~~maintain awareness of ~~consumers~~our brand and games, if we incur excessive expenses promoting and maintaining our ~~business~~brand or our games or if our games contains defects or objectionable content, our operating results and financial condition could ~~suffer~~be harmed.

~~Our~~We ~~business~~believe ~~will~~that ~~depend~~establishing ~~upon~~and ~~developing~~maintaining our brand is critical to establishing a ~~reputation~~direct ~~for~~relationship ~~providing~~with ~~high-quality~~end ~~offers,~~users ~~and~~who purchase our ~~brand~~products from direct-to-consumer channels and ~~reputation~~to ~~may~~maintaining beour ~~harmed~~existing byrelationships ~~actions~~with ~~taken~~distributors byand ~~merchants~~content ~~that~~licensors, ~~are~~as ~~outside~~well ~~our~~as ~~control~~potentially developing new such relationships. ~~Any~~ ~~shortcomings~~Increasing awareness of ~~one~~our orbrand ~~more~~and recognition of our ~~merchants,~~games is particularly ~~withr~~important ~~espect~~in toconnection anwith ~~issue~~our ~~affecting~~strategic ~~the~~focus ~~quality~~ of ~~the~~developing ~~offer~~games orbased on our own intellectual property. Our ability to promote the ~~products~~Gamzio orbrand ~~services~~and ~~sold,~~increase ~~may~~recognition beof ~~attributed~~our bygames depends on our ~~subscribers~~ability to usdevelop high-quality, ~~thus~~engaging ~~damaging~~games. ~~our~~If ~~reputation~~consumers, ~~brand~~Digital ~~value~~Storefront owners and ~~potentially~~branded ~~affecting~~content owners do not perceive our ~~results~~existing ofgames ~~operations~~as high-quality or if we introduce new games that are not favorably received by them, then we may not succeed in building brand recognition and brand loyalty in the marketplace. In addition, ~~negative~~globalizing ~~publicity~~and extending our brand and ~~consumer~~recognition ~~sentiment~~of ~~generated~~our games is costly and involves extensive management time to execute successfully, particularly as awe ~~result~~expand our efforts to increase awareness of ~~fraudulent~~our orbrand ~~deceptive~~and ~~conduct~~games byamong international consumers. Even if we significantly increased our ~~merchants~~sales ~~could~~and ~~damage~~marketing expenditures in connection with the launch of our ~~reputation~~games, ~~reduce~~these efforts may not succeed in increasing awareness of our ~~ability~~brand or the new games. If we fail to ~~attract~~increase and~~/or~~ ~~retain~~maintain ~~new~~brand ~~consumers~~awareness and ~~merchants~~consumer recognition of our games, ~~and~~our ~~diminish~~potential ~~the~~revenues ~~value~~could ofbe limited, our ~~brand~~costs could increase and our business, operating results and financial condition could suffer.

IfIn addition, if a game contains objectionable content, we ~~fail~~could experience damage to ~~raise~~our ~~additional~~reputation ~~capital~~and brand. In addition, one of our ~~ability~~employees or an employee of an outside developer could include hidden features in one of our games without our knowledge, which might contain profanity, graphic violence, sexually explicit or otherwise objectionable material. If consumers believe that a game we published contains objectionable content, it could harm our brand, consumers could refuse to ~~implement~~buy it or demand a refund, and could pressure the digital platform operators to no longer allow us to publish the game on their platforms. Similarly, if one of our ~~business~~games ~~model~~is introduced with defects or has playability issues, it could results in negative user reviews and ~~strategy~~damage our brand. These issues could be ~~compromised~~exacerbated if we do not timely and adequately address issues that our users have encountered with our games.

We have ~~limited~~depended ~~capital~~on ~~resources~~only ~~and~~one ~~operations.~~game Tofor ~~date~~a wesignificant ~~have~~portion ~~not~~of generated any revenue. In the past, MDT was funded by its founder, Colin MacDonald through loans by Mr. MacDonald. We expect to require substantial additional capital in the near future to develop and market new products and services. Until such time as we are generating sufficient revenue to carry out our ~~business~~revenues ~~plan,~~since ~~we plan to fund~~ our ~~operations~~inception ~~through~~and iIf the ~~proceeds~~game ofdoes ~~private~~not ~~sales~~succeed ~~of equity and debt financings~~ or ~~institutional borrowings. Even if~~ we ~~obtain~~do ~~financing~~not ~~for~~release ~~our~~highly ~~near~~successful ~~term~~new ~~operations and product development~~games, ~~we expect that we will require additional capital beyond the near term. If we are unable to raise capital when needed, or on terms satisfactory to us,~~ our business, ~~financial~~will ~~condition and results of operations would be materially adversely affected, and we could be forced to reduce or discontinue our operations~~fail.

WeIn ~~face~~the ~~intense~~mobile ~~competition~~gaming industry, new games are frequently introduced, but a relatively small number of games account for a significant portion of industry sales. Similarly, all of our revenues to date have come from just one game, Slots-O-Luck Adventure HD. Our growth depends on our ability to consistently launch new games that generate significant revenues. Developing and ~~expect~~launching ~~competition~~our games and providing future content updates requires us to ~~increase~~invest significant time and resources with no guarantee that our efforts will result in significant revenues. If our new games are not successful or if we are not able to cost-effectively extend the ~~future~~lives of our successful games, ~~which~~our revenues could ~~prohibit~~be uslimited ~~from~~and ~~developing~~our abusiness ~~customer~~and ~~base~~operating ~~and~~results ~~generating~~would ~~revenue~~suffer.

There are many companies who will compete with our planned products and services, including other Internet and technology-based businesses such as Groupon and LivingSocial, as well as Facebook, Google and Microsoft, each of which has launched initiatives which are competitive to our business. Most of these companies have significantly greater financial and other resources than us and have been developing their products and services longer than we have been developing ours. Additionally, there are not significant barriers to entry in our industry and new companies may be created that will compete with us and other, more established companies that do not now directly compete with us, may choose to enter our markets and compete with us in the future. We also have seen that some competitors will accept low margins, or negative margins, to attract attention and acquire new subscribers. If these competitors engage in group buying initiatives which provide merchants a more profitable vehicle than our platform, we may be forced to levy an even smaller fee than we currently charge, which may reduce our gross profit.22

~~Our~~We ~~business~~rely ~~depends~~on ~~upon~~a combination of our ~~ability~~own servers and technology and third party infrastructure to ~~keep~~operate ~~pace~~our ~~with~~games. ~~the~~If ~~latest~~we ~~technological~~experience ~~changes~~any system or network failures, ~~and~~cyber-attacks ~~our~~or ~~failure~~any other interruption to doour sogames, it could ~~make~~reduce usour ~~less~~sales, ~~competitive~~increase costs or result in a loss of revenues or end users of our ~~industry~~games.

~~The~~We ~~market~~rely ~~for~~on ~~our~~Digital ~~products~~Storefronts and ~~services~~other isthird-party ~~characterized~~networks byto ~~rapid~~deliver ~~change~~games to our customers and ~~technological~~on ~~change,~~their ~~frequent~~or ~~new~~other ~~product~~third ~~innovations,~~parties’ ~~changes~~billing insystems ~~customer~~to ~~requirements~~track and ~~expectations~~account for our game downloads. We also rely on our own servers and ~~evolving~~third-party ~~industry~~infrastructure ~~standards~~to operate, however, we could experience unexpected technical problems. ~~Products~~ ~~using~~Any ~~new~~technical ~~technologies~~problem with, cyber-attack on, or ~~emerging~~loss ~~industry~~of ~~standards~~access ~~could~~to ~~make~~these third parties’ or our ~~products~~systems, ~~and~~servers ~~services~~or ~~less~~other ~~attractive. Furthermore~~technologies, ~~our~~could ~~competitors~~result ~~may~~in ~~have~~the ~~access~~inability of end users to ~~technology~~download ~~and~~or ~~strategic~~play ~~relationships~~our ~~not~~games, ~~available~~cause interruption to usgameplay, ~~which~~prevent ~~may~~the ~~enable~~completion ~~them~~of tobilling ~~produce~~for ~~products~~a ~~and~~game ~~services~~or result in the loss of ~~greater~~users’ ~~interest~~virtual currency or other in-app purchases, interfere with access to ~~consumers~~some ~~and~~aspects ~~merchants~~of our games or atresult ain ~~more~~the ~~competitive~~theft ~~cost~~of end-user personal information. In addition, ~~our~~if ~~competitors~~virtual ~~may~~assets ~~have~~are ~~greater~~lost, ~~financial~~or ~~resources,~~if ~~greater~~users ~~experience~~do innot ~~critical~~receive ~~areas~~their ~~such~~purchased asvirtual ~~development~~currency, ~~marketing~~we ~~and~~may ~~sales. Failure~~be required to ~~respond~~issue inrefunds, awe ~~timely~~may ~~and~~receive ~~cost-effective~~negative ~~way~~publicity toand ~~technological~~game ~~developments~~ratings, inwe ~~our markets~~ may ~~result~~lose inusers ~~serious~~of ~~harm to~~ our ~~business~~games, and ~~operating~~we ~~results.~~may Asbecome asubject ~~result,~~to ~~our~~regulatory ~~success~~investigation ~~will~~or ~~depend,~~class inaction ~~part~~litigation, onany ~~our~~of ~~ability~~which towould ~~develop~~negatively ~~and~~affect ~~market~~our ~~product~~business. ~~and~~Any ~~service~~of ~~offerings~~these ~~that~~problems ~~respond~~could inharm aour ~~timely~~reputation ~~manner~~or cause us to ~~the~~lose ~~technological~~end ~~advances~~users ~~available~~or torevenues ~~our~~or ~~customers,~~incur ~~evolving~~substantial ~~industry~~repair ~~standards~~costs and ~~changing~~distract ~~preferences~~management from operating our business.

If ~~our~~we ~~services~~fail ~~developed~~to ~~for~~maintain ~~mobile~~and ~~devices~~enhance doour ~~not~~capabilities ~~gain~~for ~~widespread~~porting ~~adoption~~games byto ~~the~~a ~~devices’~~broad ~~users,~~array weof ~~will~~mobile ~~not~~devices, ~~generate~~particularly ~~sales~~those orutilizing ~~substantial~~the ~~revenue~~Android ~~and~~operating system, our ~~financial~~revenues ~~condition~~and ~~will~~financial beresults ~~adversely~~could ~~affected~~suffer.

~~The~~We ~~commercial~~derive ~~success~~all of our ~~future~~revenues ~~products~~from ~~and~~the ~~services~~sale ~~will~~of beSlots-O-Luck ~~dependent~~Adventure onHD ~~their~~which ~~acceptance~~is byavailable ~~potential~~for ~~customers~~smartphones and tablets that utilize Apple’s iOS operating systems. ~~Many~~ ofUnlike ~~our~~the ~~products~~Apple ~~and~~ecosystem ~~services~~in ~~will~~which beApple ~~m-Commerce~~controls ~~applications~~both ~~developed~~the ~~for~~device ~~smartphones~~(iPhone, oriPod ~~other~~Touch ~~mobile~~and ~~devices~~iPad) and ~~may~~the ~~not~~storefront be(Apple’s ~~compelling~~App toStore), ~~users~~the ~~due~~Android toecosystem is highly fragmented since a large number of ~~reasons,~~OEMs ~~including,~~manufacture ~~among~~and ~~others,~~sell ~~competitors’~~Android-based ~~services,~~devices ~~service~~that ~~failures~~run a variety of versions of the Android operating system, orand ~~our~~there ~~inability~~are many Android-based storefronts in addition to ~~adequately~~the ~~market~~Google ~~our~~Play ~~services~~Store. ~~Moreover~~ For us to sell our games to the widest possible audience of Android users, ~~purchasing~~we ~~goods~~must ~~and~~port ~~services~~our ~~through~~games to a ~~mobile~~significant ~~device~~portion isof ~~not~~the ~~yet~~more asthan ~~widespread~~700 orAndroid-based ~~accepted~~devices asthat ~~traditional~~are ~~e-commerce~~commercially available, many of which have different technical requirements. Since the number of Android-based smartphones and tablets shipped worldwide is growing significantly, it is ~~possible~~important that ~~consumers~~we ~~may~~maintain ~~never~~and ~~fully~~enhance ~~embrace~~our ~~m-Commerce~~porting capabilities, which could require us to ~~the~~invest ~~extent~~considerable ~~necessary~~resources ~~for~~in this area. These additional costs could harm our business, tooperating ~~succeed~~results and financial condition. IfIn addition, we ~~are~~must ~~unable~~continue to ~~attract~~increase ~~mobile~~the ~~device~~efficiency ~~users~~of to our ~~services,~~porting weprocesses ~~may~~or beit ~~unsuccessful~~may intake ~~attracting~~us ~~both~~longer ~~merchants~~to ~~and~~port ~~consumers~~games to ~~our~~an ~~services~~equivalent ~~and~~number ~~could~~of ~~experience~~devices, awhich ~~material~~would ~~adverse~~negatively impact onour margins. If we fail to maintain or enhance our ~~financial~~porting ~~condition~~capabilities, our revenues and ~~operating~~financial results could suffer.

11We may need to raise additional capital or borrow funds to grow our business, and we may not be able to raise capital or borrow funds on terms acceptable to us or at all.

~~Our~~We expect to continue to use cash in our operations during 2014 as we seek to grow our business. If our cash and cash equivalents and cash inflows are insufficient to meet our cash requirements or if we wish to strengthen our balance sheet, we will need to seek additional capital, and we may be ~~dependent~~unable ~~upon~~to ~~consumers’~~do ~~willingness~~so on terms that are acceptable to ~~use~~us or at all. Equity financings would dilute our existing stockholders, particularly given our current stock price, and the ~~Internet for~~holders ~~commerce~~of new securities may receive rights, preferences or privileges that are senior to those of existing stockholders. Alternatively, we may wish to enter into a credit facility or other debt arrangement, and we may be unable to procure one on terms that are acceptable to us, particularly in light of the current credit market conditions. If we require new sources of financing but they are insufficient or unavailable, we would be required to modify our operating plans to align them with available resources, which would harm our ability to grow our business.

Our ~~success~~acquisition ~~depends~~activities ~~upon~~may ~~the~~disrupt ~~general~~our ~~public’s~~ongoing ~~continued willingness to use the Internet as a means to purchase goods~~business, ~~communicate,~~may ~~and~~involve ~~conduct~~increased ~~and~~expenses research commercial transactions. If consumers became unwilling or less willing to use the Internet for communications or commerce for any reason, including lack of access to high-speed communications equipment, congestion of traffic on the Internet, Internet outages or delays, disruptions or other damage to users’ computers, increases in the cost of accessing the Internet and ~~security~~may ~~and~~present ~~privacy~~ risks ornot ~~the~~contemplated ~~perception~~at ofthe ~~such~~time ~~risks our businesses would suffer, such decreased use~~ of the ~~Internet for communications and commerce would have an adverse impact on our businesses~~transactions.

~~Our~~We ~~business~~may ~~will~~acquire ~~rely heavily on email and other messaging services~~companies, ~~and~~products ~~any restrictions on the sending of emails or messages or a decrease in consumer~~ and ~~merchant~~technologies ~~willingness~~that tocomplement ~~receive~~our ~~messages~~strategic ~~could~~direction. ~~adversely~~Acquisitions ~~affect~~involve ~~our~~significant ~~revenue~~risks and ~~business.~~uncertainties, including:

~~Our~~• ~~business~~diversion ~~will~~of bemanagement ~~highly~~time ~~dependent upon email~~ and ~~other messaging services. Offers provided through emails and other messages sent by us, or on our behalf by our merchants, are expected to generate~~ a ~~substantial~~shift ~~portion~~ of ~~our~~focus ~~revenue.~~from ~~Because~~operating of the ~~importance~~businesses ~~of email and other messaging services~~ to ~~our~~issues ~~business,~~related ~~if we are unable~~ to ~~successfully~~integration ~~deliver emails or messages to consumers, or if consumers decline to open our emails or messages, our revenue~~ and ~~profitability~~administration; ~~would~~• beinability ~~adversely affected. Actions by third parties~~ to ~~block,~~successfully ~~impose~~integrate ~~restrictions on, or charge for~~ the ~~delivery~~acquired ~~of,~~technology ~~emails or other messages could also materially~~ and ~~adversely~~operations ~~impact~~into our business~~. From~~ time to time, Internet service providers block bulk email transmissions or otherwise experience technical difficulties that result in our inability to successfully deliver emails or other messages to third parties. Third party social networking sites may develop products and ~~services~~maintain ~~which~~uniform ~~directly compete with our offerings~~standards, ~~which may encourage them to limit our ability to conduct messaging through their sites or charge us for such services. In addition~~controls, ~~our~~policies ~~use of email~~ and ~~other~~procedures; ~~messaging~~• ~~services~~challenges toretaining ~~send~~the ~~communications~~key ~~about our website or other matters may result in legal claims against us~~employees, ~~which~~customers ifand ~~successful might limit or prohibit our ability to send emails or~~ other ~~messages. Any~~business ~~disruption~~partners orof ~~restriction on~~ the ~~distribution~~acquired ofbusiness; ~~emails~~• orinability ~~other~~to ~~messages~~realize orsynergies ~~any~~expected ~~increase~~to inresult ~~the~~from ~~associated~~an ~~costs would materially and adversely affect our revenue and profitability.~~acquisition;

~~Our services may experience quality problems from time to time that can result in decreased sales and operating margin.~~23

We• ~~expect~~an toimpairment ~~provide~~of aacquired ~~highly~~goodwill ~~complex~~and ~~mobile~~other ~~and~~intangible ~~e-commerce~~assets ~~service~~in ~~that~~future ~~may~~periods ~~contain~~would ~~defects~~result in ~~design~~a ~~and~~charge ~~manufacture~~to ~~that~~earnings ~~may~~in ~~not~~the ~~enable~~period ~~our~~in ~~service~~which tothe ~~operate~~write-down onoccurs; ~~all~~• ~~devices~~the ~~for~~internal ~~which~~control ~~they~~environment ~~are~~of ~~intended. There~~an ~~can~~acquired entity may not be noconsistent ~~assurance~~with weour ~~will~~standards beand ~~able~~may torequire ~~detect~~significant time and ~~fix~~resources ~~all~~to ~~defects~~improve; • in the ~~products~~case orof ~~services~~foreign weacquisitions, ~~provide.~~the ~~Failure~~need to dointegrate sooperations ~~could~~across ~~result~~different incultures ~~lost~~and ~~revenue,~~languages ~~harm~~and to ~~our~~address ~~reputation~~the particular economic, currency, political and ~~other~~regulatory ~~expenses,~~risks associated with specific countries; and ~~could~~• ~~have~~liability afor ~~material~~activities ~~adverse~~of ~~impact~~the onacquired ~~our~~companies ~~financial~~before ~~condition~~the acquisition, including violations of laws, rules and ~~operating~~regulations, ~~results~~commercial disputes, tax liabilities and other known and unknown liabilities.

~~Major~~In ~~network~~addition, ~~failures~~if ~~could~~we ~~have~~issue equity securities as consideration in an ~~adverse~~acquisition, ~~effect~~our oncurrent stockholders’ percentage ownership and earnings per share would be diluted. Because acquisitions are inherently risky, our ~~business~~transactions may not be successful and may, in some cases, harm our operating results or financial condition.

~~Major~~If equipment failures, natural disasters, including severe weather, terrorist acts, acts of war, cyber attacks or other breaches of network or information technology security that affect third-party networks, transport facilities, communications switches, routers, microwave links, cell sites or other third-party equipment on which we ~~rely,~~fail ~~could cause major network failures and/or unusually high network traffic demands that could have a material adverse effect on our operations or our ability~~ to ~~provide~~deliver ~~service to merchants and consumers. These events could disrupt~~ our ~~operations,~~games ~~require~~at ~~significant~~the ~~resources~~same totime ~~resolve,~~as ~~result~~new inmobile adevices ~~loss~~are ofcommercially ~~merchants or consumers or impair our ability to attract new merchants or consumers~~introduced, ~~which in turn could have a material adverse effect on~~ our ~~business,~~sales ~~results~~may ~~of operations and financial condition~~suffer.

InOur ~~addition~~business depends, ~~with~~in part, on the ~~growth~~commercial introduction of ~~wireless~~new ~~data~~mobile ~~services~~devices with enhanced features, ~~enterprise~~including ~~data~~larger, ~~interfaces~~higher resolution color screens, improved audio quality, and ~~Internet-based~~greater orprocessing ~~Internet~~power, ~~Protocol-enabled~~memory, ~~applications~~battery life and storage. For example, ~~wireless~~the ~~networks~~introduction of new and ~~devices~~more ~~are~~powerful ~~exposed~~versions toof aApple’s ~~greater~~iPhone ~~degree~~and toiPad ~~third-party~~and ~~data~~devices orbased ~~applications~~on ~~over~~Google’s ~~which~~Android weoperating system, have ~~less~~helped ~~direct~~drive ~~control. As~~the agrowth ~~result,~~of the ~~network~~mobile ~~infrastructure~~games ~~and~~market. ~~information~~In ~~systems~~addition, onconsumers ~~which~~generally wepurchase ~~rely,~~the asmajority ~~well~~of content, such as our ~~customers’~~Slots-O-Luck ~~wireless~~Adventure ~~devices~~HD game, ~~may~~for bea ~~subject~~new todevice within a ~~wider~~few ~~array~~months of ~~potential~~purchasing ~~security~~it. ~~risks,~~We ~~including~~do ~~viruses~~not ~~and~~control ~~other~~the ~~types~~timing of ~~computer-based~~these ~~attacks,~~device ~~which~~launches. ~~could~~If ~~cause~~we ~~lapses~~do innot adequately build into our ~~service~~title plan the demand for games for a particular mobile device or ~~adversely~~experience ~~affect~~game ~~the~~launch ~~ability~~delays, ofwe ~~our~~miss ~~customers~~the opportunity to ~~access~~sell games when new mobile devices are shipped or our ~~service. Such~~end ~~lapses~~users ~~could~~upgrade ~~have~~to a ~~material~~new ~~adverse~~mobile ~~effect~~device, on our ~~business~~revenues would likely decline and our business, operating results ofand ~~operations~~financial condition would likely suffer.

Our business ~~depends~~and ongrowth ~~our~~may ~~ability~~suffer toif ~~maintain~~we ~~and~~are ~~scale~~unable ~~the network infrastructure necessary~~ to ~~operate~~hire ~~our websites~~ and ~~applications,~~retain ~~and~~key ~~any significant disruption in service on our websites or applications could result in a loss of subscribers or merchants~~personnel.

~~Consumers~~Our future success will ~~access~~depend, ~~our~~to ~~offers~~a ~~through~~significant extent, on our ~~websites~~ability to retain and ~~applications~~motivate our key personnel, namely our management team, particularly Jason Deiboldt, our President, as well as experienced game development personnel. ~~Our~~To ~~reputation~~grow our business, execute on our business strategy and ~~ability~~replace todeparting ~~acquire~~employees, ~~retain~~we must identify, hire and ~~serve~~retain ~~consumers~~qualified ~~are~~personnel, ~~dependent~~particularly ~~upon~~additional ~~the~~monetization, ~~reliable~~live ~~performance~~operations, ofserver ~~our~~technology, ~~websites~~user experience and ~~applications~~product ~~and~~management ~~the~~personnel ~~underlying~~to ~~network~~support ~~infrastructure~~our company. AsCompetition ~~our~~for ~~subscriber~~qualified ~~base~~management, game development and ~~the~~other ~~amount~~staff ofcan ~~information~~be ~~shared~~intense. onAttracting and retaining qualified personnel may be particularly difficult for us if our ~~websites~~stock ~~and~~price ~~applications~~remains ~~grows~~relatively depressed, wesince ~~will~~individuals ~~need~~may anelect ~~increasing~~to ~~amount~~seek ofemployment ~~network~~with ~~capacity~~other ~~and~~companies ~~computing~~that ~~power~~they believe have better long-term prospects. ~~The~~Competitors ~~operation~~have ofin ~~these~~the ~~systems~~past isand ~~expensive~~may in the future attempt to recruit our employees, and ~~complex~~our management and key employees are not bound by agreements that could ~~result~~prevent inthem ~~operational~~from ~~failures~~terminating their employment at any time. In ~~the~~addition, ~~event~~we ~~that~~do ~~our~~not ~~customer~~maintain ~~base~~a orkey-person ~~the~~life ~~amount~~insurance ofpolicy ~~traffic~~ on any of our ~~websites~~officers. ~~and~~Our ~~applications~~business ~~grows~~and ~~more~~growth ~~quickly~~may ~~than~~suffer ~~anticipated,~~if we ~~may~~are beunable ~~required~~ to ~~incur~~hire ~~significant~~and ~~additional~~retain ~~costs~~key personnel.

12If we do not adequately protect our intellectual property rights, it may be possible for third parties to obtain and improperly use our intellectual property and our business and operating results may be harmed.

~~Interruptions~~Our inintellectual ~~these~~property ~~systems~~is essential to our business. We will rely on a combination of copyright, ~~whether~~trademark, ~~due~~trade secret and other intellectual property laws and contractual restrictions on disclosure to ~~system~~protect ~~failures~~our intellectual property rights. To date, ~~computer~~we ~~viruses~~have ornot ~~physical~~sought orpatent ~~electronic~~protection, ~~break-ins~~so, ~~could~~we ~~affect~~will ~~the~~not ~~security~~be orable ~~availability~~to ofprotect our ~~websites~~technologies ~~and~~from ~~applications,~~independent ~~and~~invention ~~prevent~~by third parties. Despite our ~~subscribers~~efforts ~~from~~to ~~accessing~~protect our ~~services~~intellectual property rights, unauthorized parties may attempt to copy or otherwise to obtain and use our technology and games. A ~~substantial~~Further, ~~portion~~some of our ~~network~~competitors ~~infrastructure~~have ~~will~~released begames ~~hosted~~that byare ~~third-party~~nearly ~~providers.~~identical ~~Any~~to ~~disruption~~successful games released by their competitors in ~~these~~an ~~services~~effort orto ~~any~~confuse ~~failure~~the ofmarket and divert users from the competitor’s game to the copycat game. To the extent that these ~~providers~~tactics are employed with respect to ~~handle~~any ~~existing~~of orour ~~increased~~games, ~~traffic~~it could ~~significantly~~reduce ~~harm~~ our ~~business. Any~~revenues ~~financial~~that orwe ~~other~~generate ~~difficulties~~from these ~~providers~~games. ~~face~~Monitoring ~~may~~unauthorized ~~adversely~~use ~~affect~~of our ~~business~~games is difficult and costly, and we ~~exercise~~cannot ~~little~~be ~~control~~certain ~~over~~that ~~these~~the ~~providers,~~steps ~~which~~we ~~increases~~have taken will prevent piracy and other unauthorized distribution and use of our ~~vulnerability~~technology toand ~~problems~~games, ~~with~~particularly ~~the~~in ~~services~~certain ~~they~~international ~~provide.~~jurisdictions, Ifsuch weas doChina, ~~not~~where ~~maintain~~the orlaws ~~expand~~may not protect our ~~network~~intellectual ~~infrastructure~~property ~~successfully~~rights oras iffully weas ~~experience~~in ~~operational~~the ~~failures~~United States. In the future, we ~~could~~may ~~lose~~have ~~current~~to ~~and~~litigate ~~potential~~to ~~consumers~~enforce ~~and~~our ~~merchants~~intellectual property rights, which could ~~harm~~result in substantial costs and divert our ~~operating~~management’s ~~results~~attention and ~~financial~~our ~~condition~~resources.

~~Our business depends on the development and maintenance of Internet and wireless infrastructure.~~24

~~The~~In ~~success~~addition, ofalthough ~~our~~we ~~services~~require ~~will~~our ~~depend~~third-party ~~largely~~developers onto ~~the~~sign ~~development~~agreements ~~and~~not ~~maintenance~~to ofdisclose ~~the~~or ~~Internet~~improperly ~~infrastructure.~~use ~~This~~our ~~includes~~trade ~~maintenance~~secrets ofand aacknowledging ~~reliable~~that ~~network~~all ~~backbone with the necessary speed~~inventions, ~~data~~trade ~~capacity and security~~secrets, asworks ~~well as timely development~~ of ~~complementary products~~authorship, ~~for~~developments ~~providing~~and ~~reliable~~other ~~Internet~~processes ~~access~~generated ~~and~~by ~~services.~~them ~~The~~on ~~Internet~~our ~~has~~behalf ~~experienced,~~are ~~and~~our isproperty ~~likely~~and to ~~continue~~assign to ~~experience,~~us ~~significant~~any ~~growth~~ownership inthey ~~the~~may ~~number~~have ofin ~~users~~those ~~and~~works, ~~amount~~it ofmay ~~traffic.~~still ~~The~~be ~~Internet~~possible ~~infrastructure~~for ~~may~~third beparties ~~unable~~ to ~~support~~obtain ~~such~~and ~~demands.~~improperly Inuse ~~addition,~~our ~~increasing~~intellectual ~~numbers~~properties ofwithout ~~users,~~our ~~increasing~~consent. ~~bandwidth~~This ~~requirements~~could orharm ~~problems~~our ~~caused by viruses~~brand, ~~worms~~business, ~~malware~~operating results and ~~similar~~financial ~~programs may harm the performance of the Internet~~condition.

~~Strong~~We wireless infrastructure is also necessary for the success of our business. Our company plans to derive a significant portion of its revenue from m-Commerce transactions. Wireless network infrastructure may become ~~increasingly~~involved ~~burdened~~in ~~with~~intellectual aproperty ~~high volume of users~~disputes, which ~~could~~may ~~adversely~~disrupt ~~affect the performance of such networks. If mobile networks are not able to handle high user traffic, consumers will not be able to use~~ our ~~m-Commerce~~business ~~applications,~~ and ~~our~~require ~~business~~us ~~could~~to bepay ~~adversely~~significant ~~affected~~damage awards.

~~Concerns~~Third ~~about~~parties ~~health~~may ~~risks~~sue ~~associated~~us ~~with~~for ~~wireless~~intellectual ~~equipment~~property ~~may~~infringement, ~~reduce~~or initiate proceedings to invalidate our intellectual property, which, if successful, could disrupt our business, cause us to pay significant damage awards or require us to pay licensing fees. In the ~~demand~~event ~~for~~of a successful claim against us, we might be enjoined from using our ~~services~~intellectual property or licensed intellectual property that we use in our business, we might incur significant licensing fees and we might be forced to develop alternative technologies. If we fail or are unable to develop non-infringing technology or games or to license the infringed or similar technology or games on a timely basis, we may be forced to withdraw games from the market or prevented from introducing new games. We might also incur substantial expenses in defending against third-party claims, regardless of their merit.

~~Portable~~In ~~communications~~addition, ~~devices~~we ~~have~~plan ~~been~~to ~~alleged~~use toopen ~~pose~~source ~~health~~software ~~risks~~in some of our games that are in the development phase. We may face claims from companies that incorporate open source software into their products, ~~including~~claiming ~~cancer~~ownership of, ~~due~~or todemanding ~~radio~~release ~~frequency~~of, ~~emissions~~the ~~from~~source ~~these~~code, ~~devices. The~~the ~~actual~~open source software and/or ~~perceived~~derivative ~~risk~~works that were developed using such software, or otherwise seeking to enforce the terms of ~~mobile~~the ~~communications~~applicable ~~devices~~open source license. These claims could ~~adversely~~also ~~affect~~result in litigation, require us ~~through~~to purchase a ~~reduction~~costly inlicense ~~mobile~~or ~~communication~~require ~~devise~~us ~~users,~~to ~~thereby~~devote ~~reducing~~additional ~~potential~~research ~~users~~and development resources to change our games, any of which would have a negative effect on our ~~services~~business and ~~applications~~operating results.

IfOur webusiness ~~are~~is ~~not~~subject ~~able~~ to ~~adequately~~increasing ~~protect~~governmental ~~our~~regulation ~~intellectual~~and ~~property,~~if we ~~may~~do not besuccessfully ~~able~~respond to ~~compete~~these ~~effectively~~regulations, our business may suffer.

~~Our~~We ~~ability~~are subject to ~~compete~~a ~~depends~~number inof ~~part~~domestic ~~upon~~and ~~the~~foreign ~~strength~~laws ofand regulations that affect our ~~proprietary~~business. ~~rights~~Not only are these laws constantly evolving, which could result in their being interpreted in ways that could harm our ~~technologies~~business, ~~brands~~but ~~and~~legislation ~~content.~~is Wealso ~~expect~~continually tobeing ~~rely~~introduced onthat amay ~~combination~~affect both the content of ~~U.S.~~ our products and ~~foreign~~their ~~patents,~~distribution. ~~copyrights~~In the United States, ~~trademark~~for example, ~~trade~~numerous ~~secret~~federal and state laws ~~and~~have ~~license~~been ~~agreements~~introduced towhich ~~establish~~attempt ~~and~~to ~~protect~~restrict ~~our~~the ~~intellectual~~content ~~property~~or ~~and~~distribution ~~proprietary~~of ~~rights~~games. ~~The~~ ~~efforts~~Legislation wehas ~~have~~been ~~taken~~adopted in several states, and ~~expect~~proposed toat ~~take~~the federal level, that prohibits the sale of certain games to ~~protect~~minors. If such legislation is adopted, it could harm our ~~intellectual~~business ~~property~~by ~~and~~limiting ~~proprietary~~the ~~rights~~games ~~may~~we ~~not~~are beable ~~sufficient~~to oroffer ~~effective~~to atour ~~stopping~~customers ~~unauthorized~~or ~~use~~by limiting the size of ~~our~~the ~~intellectual~~potential ~~property~~market ~~and~~for ~~proprietary~~our ~~rights~~games. In ~~addition,~~We ~~effective~~may ~~trademark,~~also ~~patent,~~be ~~copyright~~required to modify certain games or alter our marketing strategies to comply with new and ~~trade~~possibly ~~secret~~inconsistent ~~protection~~regulations, ~~may~~which ~~not~~could be ~~available~~costly or ~~cost~~delay ~~effective~~the release of our games. For example, the United Kingdom’s Office of Fair Trading issued proposed principles in ~~every~~September ~~country~~2013 relating to in-app ~~which~~purchases ~~our~~in ~~services~~free-to-play games that are ~~made~~directed ~~available. There~~towards ~~may~~children be16 ~~instances~~and ~~where~~under, wewhich principles are ~~not~~expected ~~able~~ to ~~fully~~become ~~protect~~effective orin ~~utilize~~the ~~our~~first ~~intellectual~~quarter ~~property~~of in2014. aThe ~~manner~~Federal Trade Commission has also indicated that ~~maximizes~~it ~~competitive~~intends ~~advantage. If~~to wereview ~~are~~issues ~~unable~~related to ~~protect~~in-app ~~our~~purchases, ~~intellectual~~particularly ~~property~~with ~~and~~respect ~~proprietary~~to ~~rights~~games ~~from~~that ~~unauthorized~~are ~~use,~~marketed primarily to minors. If the ~~value~~Federal ofTrade ~~our~~Commission ~~products~~issues ~~may~~rules besignificantly ~~reduced~~restricting or even prohibiting in-app purchases, ~~which~~it ~~could~~would ~~negatively~~significantly impact our business strategy. ~~Our~~In ~~inability~~addition, totwo ~~obtain~~self-regulatory ~~appropriate~~bodies ~~protections~~in ~~for~~the ~~our~~United ~~intellectual~~States ~~property~~(the ~~may~~Entertainment ~~also~~Software ~~allow~~Rating ~~competitors~~Board) toand ~~enter~~the ~~our~~European ~~markets~~Union ( Pan European Game Information) provide consumers with rating information on various products such as entertainment software similar to our products ~~and~~based ~~services~~on the content (for example, violence, sexually explicit content, language). Furthermore, the Chinese government has adopted measures designed to eliminate violent or obscene content in games. In ~~addition~~response to these measures, ~~protecting~~some ~~our~~Chinese ~~intellectual~~telecommunications ~~property~~operators ~~and~~have ~~other~~suspended ~~proprietary~~billing ~~rights~~their iscustomers ~~expensive~~for ~~and~~certain ~~diverts~~mobile ~~critical~~gaming ~~managerial~~platform ~~resources~~services, including those services that do not contain offensive or unauthorized content, which could negatively impact our revenues in China. If Any one or more of these factors could harm our business by limiting the products we are ~~otherwise~~able ~~unable~~ to ~~protect~~offer to our ~~intellectual~~customers, ~~property~~by ~~and~~limiting ~~proprietary~~the ~~rights,~~size of the potential market for our ~~business~~products, ~~and~~or ~~financial~~by ~~results~~requiring ~~could~~costly beadditional ~~adversely~~differentiation ~~affected~~between products for different territories to address varying regulations.

IfFurthermore, wethe ~~are~~growth ~~forced~~and development of free-to-play ~~resort~~gaming and the sale of virtual goods may prompt calls for more stringent consumer protection laws that may impose additional burdens on companies such as ours. We anticipate that scrutiny and regulation of our industry will increase and that we will be required to devote legal ~~proceedings~~and other resources to ~~enforce~~addressing ~~our~~such ~~intellectual~~regulation. ~~property~~For ~~rights~~example, existing laws or new laws regarding the ~~proceedings~~regulation ~~could~~of currency and banking institutions may be ~~burdensome~~interpreted ~~and~~to ~~expensive~~cover virtual currency or goods. In ~~addition,~~If ~~our~~that ~~proprietary~~were ~~rights~~to ~~could~~occur we may be atrequired ~~risk~~to ifseek licenses, authorizations or approvals from relevant regulators, the granting of which may depend on us meeting certain capital and other requirements and we ~~are~~may ~~unsuccessful~~be insubject to additional regulation and oversight, all of which could significantly increase our operating costs. Changes in current laws or ~~cannot~~regulations ~~afford~~or the imposition of new laws and regulations in the United States or elsewhere regarding these activities may dampen the growth of free-to-play ~~pursue,~~gaming ~~those~~and ~~proceedings~~impair our business.

We may also need to obtain licenses to patents or other proprietary rights from third parties. We may not be able to obtain the licenses required under any patents or proprietary rights or they may not be available on acceptable terms.25

~~Confidentiality~~The ~~agreements~~laws ~~with~~and ~~employees~~regulations ~~and~~concerning ~~others~~data ~~may~~privacy ~~not~~and ~~adequately~~data ~~prevent~~security ~~disclosure~~are ofcontinually evolving, and our ~~trade~~actual ~~secrets~~or perceived failure to comply with these laws and ~~other~~regulations ~~proprietary~~could ~~information~~harm our business.

~~Our~~We ~~success~~are ~~depends~~subject ~~upon~~to ~~the skills~~federal, ~~knowledge~~state and ~~experience~~foreign oflaws ~~our~~regarding ~~technical~~privacy ~~personnel,~~and ~~our~~the ~~consultants~~protection ~~and~~of ~~advisors~~the asinformation ~~well~~that aswe collect regarding our ~~licensors~~users, ~~and~~which ~~contractors. Because~~laws weare ~~operate~~currently in a ~~highly~~state ~~competitive~~of ~~field,~~flux weand ~~rely~~likely ~~almost~~to ~~wholly~~remain onso ~~trade~~for ~~secrets~~the toforeseeable ~~protect~~future. ~~our~~The ~~proprietary~~U.S. ~~technology~~government, ~~and~~including ~~processes.~~the ~~However,~~Federal ~~trade~~Trade ~~secrets~~Commission ~~are~~and ~~difficult~~the toDepartment ~~protect.~~of WeCommerce, ~~enter~~is ~~into~~continuing ~~confidentiality~~to ~~and~~review ~~intellectual~~the ~~property~~need ~~assignment~~for ~~agreements~~greater ~~with~~regulation ~~our~~over ~~corporate~~collecting ~~partners,~~information ~~employees,~~concerning ~~consultants,~~consumer ~~outside~~behavior ~~scientific~~on ~~collaborators,~~the ~~developers~~Internet and ~~other~~on ~~advisors~~mobile devices. ~~These~~For ~~agreements~~example, ~~generally~~in ~~require~~December ~~that~~2012, the ~~receiving~~Federal ~~party~~Trade ~~keep~~Commission ~~confidential~~adopted ~~and~~amendments ~~not disclose~~ to ~~third~~the ~~parties~~Children’s ~~confidential~~Online ~~information~~Privacy ~~developed~~Protection byAct usto ~~during~~strengthen ~~the~~privacy ~~course~~protections offor ~~the~~children ~~receiving~~under ~~party’s~~age ~~relationship~~13, ~~with~~which ~~us.~~amendments ~~These~~became ~~agreements~~effective ~~also~~on ~~generally~~July ~~provide~~1, ~~that~~2013. ~~inventions~~In ~~conceived~~addition, by the ~~receiving~~European ~~party~~Union inhas ~~the~~proposed ~~course~~reforms ofto ~~rendering~~its ~~services~~existing todata usprotection ~~will~~legal beframework. ~~our~~Various ~~exclusive~~government ~~property.~~and ~~However,~~consumer ~~these~~agencies ~~agreements~~have ~~may~~also becalled ~~breached~~for new regulation and ~~may~~changes ~~not~~in ~~effectively~~industry ~~assign~~practices. ~~intellectual~~For ~~property~~example, ~~rights~~in toFebruary ~~us.~~2012, ~~Our~~the ~~trade~~California ~~secrets~~Attorney ~~also~~General ~~could~~announced bea ~~independently~~deal ~~discovered~~with byAmazon, ~~competitors~~Apple, inGoogle, ~~which~~Hewlett-Packard, ~~case~~Microsoft weand ~~would~~Research ~~not~~in beMotion ~~able~~ to ~~prevent~~strengthen ~~use~~privacy ofprotection ~~such~~for ~~trade~~users ~~secrets~~that bydownload ~~our~~third-party ~~competitors~~apps to smartphones and tablet devices. ~~The~~In ~~enforcement~~response ofto adevelopments ~~claim~~in ~~alleging~~the ~~that~~interpretation aand ~~party~~understanding ~~illegally~~of ~~obtained~~regulations such as these and ~~was~~guidance ~~using~~we make our ~~trade~~privacy ~~secrets~~policy ~~could~~readily beaccessible ~~difficult,~~to ~~expensive~~players ~~and~~of ~~time~~our ~~consuming~~games ~~and~~as required by the ~~outcome~~California ~~would~~Online bePrivacy ~~unpredictable~~Protection Act. InIf ~~addition~~we do not follow existing laws and regulations, ~~courts~~as ~~outside~~well as the ~~United~~rules ~~States~~of ~~may~~the besmartphone ~~less~~platform ~~willing~~operators, with respect to ~~protect~~privacy-related ~~trade~~matters, ~~secrets.~~or ~~The~~if ~~failure~~consumers toraise ~~obtain~~any orconcerns ~~maintain~~about ~~meaningful~~our ~~trade~~privacy ~~secret~~practices, ~~protection~~even ~~could~~if ~~adversely~~unfounded, ~~affect~~it could damage our ~~competitive~~reputation ~~position~~and operating results.

13All of our games are subject to our privacy policy and our terms of service located on our corporate website. If we fail to comply with our posted privacy policy, terms of service or privacy-related laws and regulations, including with respect to the information we collect from users of our games, it could result in proceedings against us by governmental authorities or others, which could harm our business. In addition, interpreting and applying data protection laws to the mobile gaming industry is often unclear. These laws may be interpreted and applied in conflicting ways from state to state, country to country, or region to region, and in a manner that is not consistent with our current data protection practices. Complying with these varying requirements could cause us to incur additional costs and change our business practices. Further, if we fail to adequately protect our users’ privacy and data, it could result in a loss of player confidence in our services and ultimately in a loss of users, which could adversely affect our business.

~~Adverse~~In ~~changes~~the inarea ~~general~~of ~~economic~~information security and data protection, many states have passed laws requiring notification to users when there is a security breach for personal data, such as the 2002 amendment to California’s Information Practices Act, or ~~political~~requiring ~~conditions~~the adoption of minimum information security standards that are often vaguely defined and difficult to implement. Costs to comply with these laws may increase as a result of changes in interpretation. Furthermore, any failure on our part to comply with these laws may subject us to significant liabilities. The security measures we have in place to protect our data and the personal information of our employees, customers and partners could be breached due to cyber-attacks initiated by third party hackers, employee error or malfeasance or otherwise. Because the ~~countries~~techniques inused ~~which~~to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are not recognized until launched against a target, we domay ~~business~~be unable to anticipate these techniques or ~~intend~~to implement adequate preventative measures. Any breach or unauthorized access could materially interfere with our operations or our ability to ~~launch~~offer our ~~products~~services or result in significant legal and financial exposure, damage to our reputation and a loss of confidence in the security of our data, which could ~~adversely~~have ~~affect~~an adverse effect on our business and operating results.

If we grow our business to customers located in the United States as well as customers located outside of the United States, we expect to become subject to the risks arising from adverse changes in both domestic and global economic and political conditions. For example, the direction and relative strength of the United States and international economies remains uncertain due to softness in the housing markets, difficulties in the financial services sector and credit markets and continuing geopolitical uncertainties. If economic growth in the United States and other countries continue to slow, the demand for our merchant’s products and services could decline. This is especially likely in the lifestyle vertical markets which we intend to target which are generally characterized by discretionary spending which is adversely effected by a decrease in discretionary income. This could then result in a decrease in demand for our products and services, a reduction in sales of our products and services or in a reduction in the growth of our service revenues. Any of these events would likely harm investors view of our business, our results of operations and financial condition.

Failure to deal effectively with fraudulent transactions and consumer disputes would increase our loss rate and harm our business.

It is possible that consumers or other third parties will seek to create counterfeit e-coupons in order to fraudulently purchase discounted goods and services from our merchants. Despite our efforts to the contrary, it is possible that technically knowledgeable criminals will attempt to circumvent any anti-fraud measures we deploy using increasingly sophisticated methods. In addition, our service could be subject to employee fraud or other internal security breaches, and we may be required to reimburse consumers and/or merchants for any funds stolen or revenue lost as a result of such breaches. Our merchants could also request reimbursement, or stop using our products and services, if they are affected by buyer fraud or other types of fraud.

We may incur significant losses from fraud and counterfeit e-coupons. We may incur losses from claims that the consumer did not authorize the purchase, from merchant fraud, from erroneous transmissions and from consumers who have closed bank accounts or have insufficient funds in them to satisfy payments. In addition to the direct costs of such losses, if they are related to credit card transactions and become excessive, they could potentially result in our losing the right to accept credit cards for payment. If we were unable to accept credit cards for payment, we would suffer substantial reductions in revenue, which would cause our business to suffer. While we plan to take measures to detect and reduce the risk of fraud, these measures need to be continually improved and may not be effective against new and continually evolving forms of fraud or in connection with new product offerings. If these measures do not succeed, our business will suffer.

We are subject to payments-related risks

We plan to accept payments using a variety of methods, including credit cards, debit cards and payment methods initiated by mobile devices. As we offer new payment options to consumers, we may be subject to additional regulations, compliance requirements and fraud. For certain payment methods, including credit and debit cards, we have to pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We rely on third parties to provide payment processing services, including the processing of credit cards and debit cards, and it could disrupt our business if these companies become unwilling or unable to provide these services to us. We are also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from consumers or facilitate other types of online payments, and our business and operating results could be adversely affected. We are also subject to or voluntarily comply with a number of other laws and regulations relating to money laundering, international money transfers, privacy and information security and electronic fund transfers. If we were found to be in violation of applicable laws or regulations, we could be subject to civil and criminal penalties or forced to cease our payments services business.

We may be subject to additional unexpected regulation which could increase our costs or otherwise harm our business.

The application of certain laws and regulations to our business, as a new product category, is uncertain. These include laws and regulations such as the Credit Card Accountability Responsibility and Disclosure Act of 2009, or the CARD Act, and unclaimed and abandoned property laws. In addition, from time to time, we may be notified of additional laws and regulations which governmental organizations or others may claim should be applicable to our business. If we are required to alter our business practices as a result of any laws and regulations, our revenue could decrease, our costs could increase and our business could otherwise be harmed. In addition, the costs and expenses associated with defending any actions related to such additional laws and regulations and any payments of related penalties, judgments or settlements could adversely impact our profitability.

If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed e-coupons, our net income could be materially and adversely affected.

In certain states and foreign jurisdictions, an e-coupon may be considered a gift card. Some of these states and foreign jurisdictions include gift cards under their unclaimed and abandoned property laws which require companies to remit to the government the value of the unredeemed balance on the gift cards after a specified period of time (generally between one and five years) and impose certain reporting and recordkeeping obligations. We do not plan to remit any amounts relating to unredeemed e-coupons based on our assessment of applicable laws. The analysis of the potential application of the unclaimed and abandoned property laws to e-coupons is complex, involving an analysis of constitutional and statutory provisions and factual issues, including our relationship with consumers and merchants and our role as it relates to the issuance and delivery of an e-coupon. In the event that one or more states or foreign jurisdictions successfully challenges our position on the application of its unclaimed and abandoned property laws to e-coupons, or if the estimates that we use in projecting the likelihood of e-coupons being redeemed prove to be inaccurate, our liabilities with respect to unredeemed e-coupons may be materially higher than the amounts shown in our financial statements. If we are required to materially increase the estimated liability recorded in our financial statements with respect to unredeemed gift cards, our net income could be materially and adversely affected. Moreover, a successful challenge to our position could subject us to penalties or interest on unreported and unremitted sums, and any such penalties or interest would have a further material adverse impact on our net income.

Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.

We are subject to general business regulations and laws as well as regulations and laws specifically governing the Internet and e-commerce. Existing and future regulations and laws could impede the growth of the Internet or other online services. These regulations and laws may involve taxation, tariffs, subscriber privacy, data protection, content, copyrights, distribution, electronic contracts and other communications, consumer protection, the provision of online payment services and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales and other taxes, libel and personal privacy apply to the Internet as the vast majority of these laws were adopted prior to the advent of the Internet and do not contemplate or address the unique issues raised by the Internet or e-commerce. Adverse legal or regulatory developments could substantially harm our business, and we may not be able to maintain or grow our revenue as anticipated.

New tax treatment of companies engaged in Internet commerce may adversely affect the commercial use of our services and our financial results.

Due to the global nature of the Internet, it is possible that various states or foreign countries might attempt to regulate our transmissions or levy sales, income or other taxes relating to our activities. Tax authorities at the international, federal, state and local levels are currently reviewing the appropriate treatment of companies engaged in Internet commerce. New or revised international, federal, state or local tax regulations may subject us or our subscribers to additional sales, income and other taxes. We cannot predict the effect of current attempts to impose sales, income or other taxes on commerce over the Internet. New or revised taxes and, in particular, sales taxes, VAT and similar taxes would likely increase the cost of doing business online and decrease the attractiveness of advertising and selling goods and services over the Internet. New taxes could also create significant increases in internal costs necessary to capture data, and collect and remit taxes. Any of these events could have an adverse effect on our business and results of operations.

Failure to comply with federal, state and international privacy laws and regulations, or the expansion of current or the enactment of new privacy laws or regulations, could adversely affect our business.

A variety of federal, state and international laws and regulations govern the collection, use, retention, sharing and security of consumer data. The existing privacy-related laws and regulations are evolving and subject to potentially differing interpretations. In addition, various federal, state and foreign legislative and regulatory bodies may expand current or enact new laws regarding privacy matters. In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with our posted privacy policies or with any data-related consent orders, Federal Trade Commission requirements or orders or other federal, state or international privacy or consumer protection-related laws, regulations or industry self-regulatory principles could result in claims, proceedings or actions against us by governmental entities or others or other liabilities, which could adversely affect our business. Federal, state and international governmental authorities continue to evaluate the privacy implications inherent in the use of third-party web "cookies" for behavioral advertising. The regulation of these cookies and other current online advertising practices could adversely affect our business.

Our business depends substantially on the continuing efforts of our executive officers and our ability to maintain a skilled labor force and our business may be severely disrupted if we lose their services.

Our future success depends substantially on the continued services of our executive officers. We do not maintain key man life insurance on any of our executive officers and directors. If one or more of our executive officers are unable or unwilling to continue in their present positions, we may not be able to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers. In addition, if any of our executives joins a competitor or forms a competing company, we may lose some of our customers.

If we are unable to attract, train and retain technical and sales personnel, our business may be materially and adversely affected.

Our future success depends, to a significant extent, on our ability to attract, train and retain technical and sales personnel. Recruiting and retaining capable personnel, particularly those with expertise in our chosen industries, are vital to our success. There is substantial competition for qualified technical and sales personnel, and there can be no assurance that we will be able to attract or retain our technical and sales personnel. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected.

Risks Related to our Common Stock and our Status as a Public Company

The relative lack of public company experience of our management team may put us at a competitive disadvantage.

Collectively, our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Except for our Chief Financial Officer, Monika Sagar, the individuals who now constitute our senior management team have not had responsibility for managing a publicly traded company prior to joining the Company ~~in September 2011~~. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately responds to such increased legal, regulatory compliance and reporting requirements. Our failure to comply with all applicable requirements could lead to the imposition of fines and penalties and distract our management from attending to the growth of our business.

We will be required to incur significant costs and require significant management resources to evaluate our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, and any failure to comply or any adverse result from such evaluation may have an adverse effect on our stock price.

As a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, we are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Section 404 requires us to include an internal control report with the Annual Report on Form 10-K. This report must include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal year. This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified. Failure to comply, or any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on the trading price of our equity securities. Management believes that its internal controls and procedures are currently not effective to detect the inappropriate application of U.S. GAAP rules. Management realize there are deficiencies in the design or operation of our internal control that adversely affect our internal controls which management considers to be material weaknesses including those described below:

i) We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis. ii) We have an audit committee comprised of ~~Ajeeta Pinheiro and~~ Monika Sagar, however we do not have an independent audit committee financial expert. While not being legally obligated to have an independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over our financial statements. iii) We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness. iv) We lack personnel with formal training to properly analyze and record complex transactions in accordance with U.S. GAAP. Our current Chief Financial Officer, Ms. Sagar, has been our Chief Financial Officer since our inception in January 2007. She has had limited experience and education in accounting and no training with U.S. GAAP.

Achieving continued compliance with Section 404 may require us to incur significant costs and expend significant time and management resources. We cannot assure you that we will be able to fully comply with Section 404 or that we and our independent registered public accounting firm would be able to conclude that our internal control over financial reporting is effective at fiscal year end.

As a result, investors could lose confidence in our reported financial information, which could have an adverse effect on the trading price of our securities, as well as subject us to civil or criminal investigations and penalties. In addition, our independent registered public accounting firm may not agree with our management’s assessment or conclude that our internal control over financial reporting is operating effectively.

Our stock is categorized as a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations which may limit a shareholder’s ability to buy and sell our stock.

Our stock is categorized as a “penny stock”. The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Even if a market for our common stock develops, our common stock could be subject to wide fluctuations.

Although our common stock is quoted on the ~~OTCBB~~OTCQB marketplace, there is no established public market for shares of our common stock, and no trades of our common stock have taken place on the ~~OTCBB~~OTCQB. Even if the shares of our common stock may in the future trade on the ~~OTCBB~~OTCQB, the liquidity and price of our common stock is expected to be more limited than if such securities were quoted or listed on a national exchange. No assurances can be given that an active public trading market for our common stock will develop or be sustained. If trading of our securities commences on the ~~OTCBB~~OTCQB, the trading volume we will develop may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in bulletin board stocks and certain major brokerage firms restrict their brokers from recommending bulletin board stocks because they are considered speculative, volatile and thinly traded. Lack of liquidity will limit the price at which shareholders may be able to sell our common stock.

Even if our common stock will in the future trade on the ~~OTCBB~~OTCQB, the price of such common stock could be subject to wide fluctuations, in response to quarterly variations in our operating results, announcements by us or others, developments affecting us, and other events or factors. In addition, the stock market has experienced extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the market prices for many companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities. Such risks could have an adverse affect on the stock’s future liquidity.

We expect to experience volatility in our stock price, which could negatively affect shareholders’ investments.

The market price for shares of our common stock may be volatile and may fluctuate based upon a number of factors, including, without limitation, business performance, news announcements or changes in general market conditions.

Other factors, in addition to the those risks included in this section, that may have a significant impact on the market price of our common stock include, but are not limited to:

·	quality deficiencies in services or products;

·	international developments, such as technology mandates, political developments or changes in economic policies;

·	changes in recommendations of securities analysts;

·	government regulations, including stock option accounting and tax regulations;

·	energy blackouts;

·	acts of terrorism and war;

·	widespread illness;

·	proprietary rights or product or patent litigation;

·	strategic transactions, such as acquisitions and divestitures; or

·	rumors or allegations regarding our financial disclosures or practices.

In the past, securities class action litigation has often been brought against a company following periods of volatility in the market price of its securities. Due to the volatility of our common stock price, we may be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources.

Shareholders should also be aware that, according to SEC Release No. 34-29093, the market for “penny stock,” such as our common stock, has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the future volatility of our share price.

To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.

We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We presently intend to retain all earnings for our operations.

Shares of our common stock that have not been registered under the Securities Act of 1933, as amended, regardless of whether such shares are restricted or unrestricted, are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(i) which apply to a “shell company.” In addition, any shares of our common stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144(i).

Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we were a “shell company” pursuant to Rule 144 prior to the consummation of the Exchange Transaction, and as such, sales of our securities pursuant to Rule 144 are not able to be made until a period of at least twelve months has elapsed from the date that this Current Report on Form 8-K has been filed with the Commission reflecting the Company’s status as a non-”shell company.” Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after the date of the filing of this Current Report on Form 8-K and we have otherwise complied with the other requirements of Rule 144. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our previous status as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).

The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees.

Our Articles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to our company and shareholders for damages for breach of fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under our employment agreements with our officers. The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.

ITEM 1B — UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2 — PROPERTIES

Our head office is located 123 West NYE Ln., Ste. 129, Carson City NV. ~~We have had to postpone the opening of the New York office. Our main telephone number is (415) 839-1055.~~

ITEM 3 — LEGAL PROCEEDINGS

~~None~~There are no legal proceedings to which we are a party, nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 4 — ~~RESERVED~~MINE SAFETY DISCLOSURES

Not applicable.

1929

PART II

ITEM 5 — MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the Over ~~the~~The Counter ~~Bulletin~~Market ~~Board~~ under the symbol ~~MDMC~~“GAMZ”.

There has not been an active trading market for our common stock during the two most recent fiscal years. Our common stock began trading on September 16, 2011. The following is the range of high and low bid prices for our common stock for the periods indicated. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

Fiscal Year Ended September 30, 2012	High		Low
First Quarter (December 31, 2010)	$	N/A	$	N/A
Second Quarter (March 31, 2011)	$	N/A	$	N/A
Third Quarter (June 30, 2011)	$	N/A	$	N/A
Fourth Quarter (September 30, 2011)	$	.01	$	.45
First Quarter (December 31, 2011)	$	.55	$	.30
Second Quarter (March 31, 2012)	$	.87	$	.4015
Third Quarter (June 30, 2012)	$	1.1666	$	.3102
Fourth Quarter (September 30, 2012)	$	.4858	$	.02

Fiscal Year Ended September 30, 2013

F First Quarter (December 31, 2012)	$	.05	$	.02
Second Quarter (March 31, 2013)	$	.04	$	.01
Third Quarter (June 30, 2013)	$	.03	$	.01
Fourth Quarter (September 30, 2013)	$	.15	$	.01

Stockholders

As of ~~February~~September 1530, 2013, there were 45658,~~820,000~~200 shares of common stock issued and outstanding held by 76 stockholders of record (not including street name holders).

Dividends

We have not paid dividends to date and do not anticipate paying any dividends in the foreseeable future. Our Board of Directors intends to follow a policy of retaining earnings, if any, to finance our growth. The declaration and payment of dividends in the future will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.

Securities Authorized for Issuance under Equity Compensation Plans

We maintain an equity incentive plan for executives, employees and others whose efforts contribute to our success. The table below sets forth certain information as of the end of our fiscal year ended September 30, 2013 regarding the shares of our common stock available for grant or granted under stock option plans and equity incentives that (i) were approved by our stockholders, and (ii) were not approved by our stockholders.

Recent Sales of Unregistered Securities

The information set forth below describes our issuances of securities without registration under the Securities Act of 1933, as amended, during the year ended December 31, 2012, that were not previously disclosed in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K:

On May 24, 2013, the Company approved the issuance of 100,000 common shares to Capital Mercantile Ltd. in payment for Compliance and Corporate Governance services. The issuance of these shares of common stock was exempt from registration in reliance upon Section 4(a)(2) and/or Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). Capital Mercantile Ltd. is an “accredited investor,” as such term is defined in Rule 501(a) under the Securities Act, such determination based upon representations made by them.

On May 24, 2013, the Company approved the issuance of 100,000 common shares to Quarry Bay Capital in payment for forestalling any demand for payment of the loan. The issuance of these shares of common stock was exempt from registration in reliance upon Section 4(a)(2) and/or Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). Quarry Bay Capital is an “accredited investor,” as such term is defined in Rule 501(a) under the Securities Act, such determination based upon representations made by them.

ITEM 6 — SELECTED FINANCIAL DATA

Not applicable.

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Annual Report on Form 10-K. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “should,” “could,” and similar expressions to identify forward-looking statements.

2031

Overview

~~Marine~~We ~~Drive~~were ~~Mobile~~incorporated ~~Corp.~~under isthe ~~building~~laws aof ~~technology~~the ~~platform~~State ~~that~~of ~~efficiently~~Nevada ~~matches~~on ~~merchants~~January ~~and~~18, ~~consumers~~2007, ~~with~~under the ~~right~~name ~~products~~“Sona ~~and~~Resources, ~~services~~Inc.”, atwith ~~the~~authorized ~~right~~capital ~~time~~stock ~~through~~of ~~electronic~~250,000,000 ~~coupons.~~shares Weat ~~plan~~$0.001 topar ~~initially~~value. We ~~generate~~were ~~revenue~~originally ~~primarily~~organized ~~through~~for ~~transaction~~the ~~fees~~purpose ~~associated with a series~~ of ~~lifestyle-specific~~acquiring ~~e-couponing websites that will bring merchants~~ and ~~customers~~developing ~~together,~~mineral ~~and assist merchants with their marketing efforts~~properties.

~~Our~~On ~~first~~June ~~market-ready~~6, ~~property~~2011, iswe entered into the ~~customer~~Exchange ~~loyalty~~Agreement ~~and~~to ~~online~~acquire ~~e-couponing~~Marine ~~platform~~Drive Technologies Inc., ~~designed~~a ~~specifically~~corporation toorganized ~~provide~~under ~~merchants~~the ~~with~~laws of Canada (“MDT”), a ~~low-cost~~developer of scalable m-Commerce applications and ~~e-Commerce~~services, ~~alternatives~~and on July 6, 2011, we changed our name to ~~daily~~“Marine ~~deal~~Drive ~~providers~~Mobile ~~such~~Corp.” On asAugust ~~Groupon~~26, 2011, we entered into a Membership Interests Purchase Agreement for the acquisition of the outstanding membership interests of I Like A Deal, LLC (“ILAD”), a developer of group buying web based software (the “ILAD Transaction”). On September 12, 2011 we closed the Exchange Agreement with MDT and on October 3, 2011 we closed the Membership Interests Purchase Agreement with ILAD.

WeOn ~~intend~~September to11, ~~use~~2013, MDT’s experience with eTeeoff.com to build a strong structure to develop and launch additional m-Commerce emarketing platforms aimed at other lifestyle verticals. These new verticals will be identified and pursued based on the ~~strength~~Company ~~and~~effected ~~connection to~~ a ~~strong and cohesive customer profile. Our goal is to expand its offerings by integrating additional features into these lifestyle specific platforms, including an m~~one-~~Commerce transactional engine, an m~~for-~~Commerce~~one ~~platform~~hundred toreverse ~~enable~~stock ~~merchants~~split toof ~~create~~all ~~their~~of ~~own~~its ~~electronic~~issued ~~coupons, promotions~~ and ~~daily~~outstanding ~~deals,~~shares ~~mobile~~of ~~applications~~common ~~to integrate e-coupon applications to the mobile platform, social media tools and applications, and access to an integrated affiliate network~~stock.

~~Once~~On October 23, 2013, we ~~have~~entered ~~had~~into anand ~~opportunity~~consummated toa ~~establish~~voluntary share exchange transaction with Gamzio, Inc., a ~~consistent~~Nevada ~~business~~corporation ~~presence~~and inthe ~~North~~sole ~~America~~stockholder of Gamzio, weInc. ~~will~~(the ~~consider~~“Selling ~~expanding~~Stockholder”), pursuant to ~~Europe~~a Share Exchange Agreement by and ~~Asia~~among the Company, Gamzio, Inc. and the Selling Stockholder (the “Exchange Agreement”).

~~Our~~In ~~current~~accordance ~~and~~with ~~future~~the ~~operations~~terms ~~are~~of ~~focused~~the onAgreement, ~~continuing~~the toCompany ~~carry~~issued ~~out~~30,000,000 ~~our~~shares ~~business~~of ~~plan~~its ~~through~~common stock, par value $0.001 (the ~~marketing~~“Shares”) ~~and~~to ~~continued~~the ~~development~~Selling ofStockholder ~~our~~in ~~customer~~exchange ~~loyalty~~for ~~engine~~100% of the issued and ~~deal~~outstanding ~~management~~capital ~~software~~stock of Gamzio, ~~and~~Inc. ~~our~~(the ~~future~~“Exchange ~~products,~~Transaction”). ~~continued~~As ~~software~~a ~~development~~result ~~efforts~~of the Exchange Transaction, the ~~integration~~Selling Stockholder acquired 54% of the ~~intellectual~~Company’s ~~property~~issued weand ~~have~~outstanding ~~acquired~~shares of common stock, ~~and~~Gamzio, Inc. became the ~~continued~~Company’s ~~evaluation~~wholly-owned ofsubsidiary, ~~potential~~and ~~strategic~~the ~~acquisitions~~Company acquired the business and~~/or~~ ~~partnerships~~operations of Gamzio.

On November 15, 2013, the Company changed its name from "Marine Drive Mobile Corp." to "Gamzio Mobile, Inc.” and was assigned a new stock symbol, “GAMZ” by FINRA.

The Company operates in the technology industry and has two products:

Social Casino Gaming

The Company's strategy is to innovate Social Casino Games. Our mission is to create the highest quality social casino games with the intent to provide widespread appeal for consumers worldwide. We believe that our games are designed to provide unparalleled social gaming experiences for players and drive optimized earnings for shareholders.

We market and distribute our flagship social casino game Slots-O-Luck Adventure HD for iPhone and iPad through Apple’s App Store. We advertise on high volume acquisition channels including Facebook order to grow our user-base. In the future we plan to distribute our games on other high volume distribution channels.

Customer Loyalty Technology

Results of Operations

~~Our~~Financial ~~operations~~Condition ~~to-date~~as ~~have primarily consisted~~ of ~~securing~~September ~~intellectual~~30, ~~property rights and product development. In addition we have entered into agreements to assist in the marketing of the product.~~2013

~~Our~~We ~~auditors~~reported ~~have~~total ~~issued~~current aassets ~~going~~of ~~concern~~$1,051 ~~opinion~~at September 30, 2013 being cash in the bank. Total ~~This~~current ~~means~~liabilities ~~that~~reported ~~there~~of is$1,888,414 ~~substantial~~consisted ~~doubt~~of ~~that~~accounts wepayable ~~can~~of ~~continue~~$35,393, asaccrued aninterest ~~on-going~~expense ~~business~~of ~~for~~212,336, ~~the~~advances ~~next~~from ~~twelve~~a ~~months~~related ~~unless~~party weof ~~obtain~~27,523, ~~additional~~and a note payable of $1,613,162. We had a working capital deficit of $1,887,363 at September 30, 2013.

~~Financial~~Stockholders’ ~~Condition~~Deficiency asincreased offrom $ 919,613 at September 30, 2012 to $1,881,618 at September 30, 2013. This increase is due primarily to the interest on notes payable, impairment of software, and expenses paid by common stock.

We reported total current assets of $83,276 at September 30, 2012 being cash in the bank. Total current liabilities reported of $1,490,471 consisted of accounts payable of $70,786, advances from a related party of $27,523, and a note payable of $1,392,162. We had a working capital deficit of $1,407,195 at September 30, 2012.

Stockholders’ Deficiency increased from $259,894 at September 30, 2011 to $919,613 at September 30, 2012. This increase is due primarily to the interest on notes payable, impairment of goodwill, staff increases, legal and accounting expenses.

Cash and Cash Equivalents

As of September 30, ~~2012~~2013, we had cash of $831,~~276~~051. We anticipate that a substantial amount of cash will be used as working capital and to execute our strategy and business plan. As such, we further anticipate that we will have to raise additional capital of approximately $1,000,000 to fund our operational and research and development needs over the next twelve months.

21Comparison of the Fiscal Year Ended September 30, 2013 to the Fiscal Year Ended September 30, 2012

~~Results~~For the fiscal year ended September 30, 2013, we incurred a net loss of ~~Operations~~$1,962,001 ~~for~~from continuing operations being a reduction of $609,443 as compared to the ~~Fiscal~~fiscal ~~Year~~year ~~Ended~~ended September 30, 2012, when we incurred a net loss of $2,571,444 from continuing operations.

~~For~~Impairment ~~the~~expense for fiscal year ended September 30, ~~2012,~~2013 wedecreased ~~incurred~~by a$85,700 ~~net~~compared ~~loss~~to ofyear ~~$2,571,444~~ended ~~from~~September ~~continuing~~30, ~~operations~~2012.

~~Impairment~~General ~~loss~~and onadministration ~~goodwill~~expenses for the fiscal year ~~ended~~end September 30, ~~2012~~2013 ~~was~~increased by $~~411~~130,~~939.~~123 Onto ~~October 3~~$854,927 ~~2011~~compared ~~(the~~to ~~“Closing Date”)~~$724,804 ~~the~~for ~~Company completed~~ the ~~acquisition~~fiscal ofyear ~~the~~ended ~~outstanding~~September ~~membership interests of I Like A Deal~~30, ~~LLC, a Nevada limited liability company (“ILAD”), pursuant to the terms of the Membership Interests Purchase Agreement, dated August 26, 2011~~2012. The ~~Company~~major ~~issued~~changes ~~1,000,000~~were ~~shares~~an ofincrease ~~its~~in ~~common~~ stock, ~~with~~based acompensation ~~fair value~~ of $~~390~~300,000 ~~using~~and ~~the~~investor ~~market~~relations ~~price~~ of ~~the Company’s stock on the closing date~~$132,000 ~~plus~~offset 2by ~~warrants~~a ~~with~~reduction ain ~~fair~~management ~~value~~fees of $31162,~~925 (using the Black-Scholes valuation model)~~700, totravel ~~acquire 100%~~ of ~~the~~$57,800, ~~Member~~system ~~interests~~maintenance of ~~ILAD. The Company acquired from ILAD website costs with a fair value of~~ $1036,000, ~~and~~legal ~~debt~~expense of $~~80; accordingly~~41,000 ~~Goodwill~~and ~~was~~consulting ~~generated~~expense ~~in the amount~~ of $~~411~~15,~~939.~~644

~~The~~Sales ~~Company~~and ~~assessed~~marketing ~~Goodwill~~expense for ~~impairment~~the atfiscal ~~June~~year ended September 30, ~~2012~~2013 ~~and~~decreased ~~decided~~by ~~there~~$191,600 ~~was~~to an$36,393 ~~impairment.~~compared ~~The~~to ~~Company~~$227,965for ~~charged~~the ~~$411~~fiscal year ended September 30,~~939~~ to2012. The ~~impairment~~major ~~loss~~changes onwere ~~Goodwill~~a asreduction atin ~~June~~staff 30costs of $85,100, ~~2012~~materials asexpense anof ~~impairment~~$52,300 ~~loss~~and advertising expense of $36,600.

~~Impairment~~Interest ~~loss~~expense ~~on website development costs~~ for the fiscal year ended September 30, ~~2012~~2013 ~~was~~decreased by $7474,~~500.~~432 ~~Website~~to ~~development costs represent an asset that was acquired in the acquisition of ILAD. These costs (initially~~ $10724,~~000)~~804 ~~are~~compared ~~being~~to ~~amortized over 3 years~~$1,199,236 ~~which~~for is the ~~estimated~~fiscal ~~useful~~year ~~life of this asset. Total amortization expense during the nine months~~ ended ~~June~~September 30, 2012 ~~was $2,500~~. The ~~Company~~major ~~assessed~~change ~~the~~was ~~website~~a ~~for~~reduction ~~impairment~~in ~~and charged~~ the ~~unamortized~~cost ~~balance~~ of~~$7,500~~ toservicing anthe ~~impairment~~line ~~loss~~of ~~on website~~credit.

~~General and administration expenses for the fiscal year end September 30, 2012, amounted to $724,804. Major cost areas included~~33

management costs of $216,400, system maintenance of $96,569, investor relations of $74,410,amortization of $69,045, legal expense of $66,477, travel and meals of $59,865, consulting expense of $53,844 and accounting expense of $47,800.

Sales and marketing expense for the fiscal year ended September 30, 2012 was $227,965 with staff costs of $119,715, materials of $52,779 and advertising expense of $35,273.

Interest expense for the fiscal year ended September 30, 2012 was $1,199,236 which included debt discount amortization of $1,153,516 and interest on the line of credit of $45,720. As the fair value of the Company’s stock exceeded the conversion price on the date the loans were executed, a beneficial conversion feature was created. Also, as the intrinsic value of the beneficial conversion feature was greater than the proceeds allocated to the convertible debt, the amount of the discount assigned to the beneficial conversion feature was limited to the amount of the proceeds allocated to the convertible debt. Also, as these notes are payable on demand and there are no other conversion restrictions, the discount was fully amortized to interest expense, during the year ended September 30, 2012.

Results of Operations for the Fiscal Year Ended September 30, 2011

For the fiscal year ended September 30, 2011, we incurred a net loss of $209,000 from continuing operations.

General and administration expenses for the fiscal year end September 30, 2011, amounted to $147,016 with legal and accounting expenses of $102,953.

As a result of the acquisition of MDT on September 12, 2011, the Company changed its business focus from mining (exploration stage) to e-commerce applications (development stage). Accordingly, the Company has reported discontinued operations on its statement of operations of $13,649.

MDM issued 5,000,000 shares of its common stock (at $.001 per shares) and acquired net liabilities with a fair value of $44,699, resulting in Goodwill of $49,669. The Company assessed the Goodwill for impairment on September 30, 2011, and determined that it was impaired. Accordingly, the Company recorded a related impairment loss in its statement of operations of $49,669.

Liquidity and Capital Resources

As at September 30, ~~2012~~2013 we have $~~570~~6,~~858~~796 in total assets and $1,~~490~~888,~~471~~414 in current and total liabilities, compared to $17570,~~392~~858 in assets ~~(cash)~~ and $~~277~~1,~~286~~490,471 in total and current liabilities as at September 30, ~~2011~~2012. Our net working capital deficiency as at September 30, ~~2012~~2013 was $1,~~407~~887,~~195~~363 compared to a working capital deficiency as at September 30, ~~2011~~2012 of $~~259~~1,~~894~~407,195.

For the year ended September 30, ~~2012~~2013, we used net cash in operating activities of $~~933~~302,~~571~~802, compared to $~~125~~933,~~481~~571 net cash used in operating activities in the year ended September 30, ~~2011~~2012.

During the past ~~two~~three fiscal years, we funded our operations from the proceeds of advances from a third party, which were converted to a formal line of credit agreement on January 20, 2012, with an additional line of credit facility being extended on July 20, 2012. Amounts of $1,~~392~~613,162 and $~~181~~1,~~346~~392,162 were outstanding under these line of credit agreements at September 30, ~~2012~~2013 and ~~2011~~2012, respectively..

Cash used in investing activities was $423 and $211,361 for the years ended September 30 2013 and 2012, respectively, consisting of the acquisition of assets.

Cash provided by financing activities was $221,000 and $1,210,816 for the fiscal years ended September 30, 2013 and 2012, respectively, consisting of proceeds from notes payable.

Our current cash requirements are significant due to the planned development and expansion of our business. Accordingly, we expect to continue to use debt and equity financing to fund operations for the next twelve months.

Our management believes that we will be able to generate sufficient revenue or raise sufficient amounts of working capital through debt or equity offerings, as may be required to meet our short-term and long-term obligations. In order to execute on our business strategy, we will require additional working capital, commensurate with our operational needs. Such working capital will most likely be obtained through equity or debt financings until such time as our operations are producing revenue in excess of operating expenses. There are no assurances that we will be able to raise the required working capital on terms favorable, or that such working capital will be available on any terms when needed.

Capital Requirements

There is no historical financial information about us upon which to base an evaluation of our performance. We are a development stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

Our existing capital resources will not be sufficient to meet our current obligations and operating requirements or our aggressive growth and acquisition plans. Therefore, we will need to raise additional capital in the next 12 months. We will consider debt or equity offerings or institutional borrowing as potential means of financing, however, there are no assurances that we will be successful or that we will obtain terms that are favorable to us. Over the next twelve months, management estimates that we will require approximately $1,000,000 to fund our operational and research and development needs.

We have no assurance that financing will be available to us, or if available, on terms acceptable to us. If financing is not available to us, or on satisfactory terms, we may be unable to continue, develop or expand our operations. Additional equity financing could also result in additional dilution to our existing shareholders.

Off-Balance Sheet Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

~~Contractual Obligations~~34

As of September 30, 2012, the end of our latest fiscal year, we did not have any long-term debt or purchase obligations.

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Critical Accounting Policies

Accounting Method

The Company recognizes income and expenses based on the accrual method of accounting.

Principles of Consolidation

The consolidated financial statements include the accounts of ~~Marine~~the ~~Drive~~Company ~~Mobile Corp~~ and Marine Drive Technologies, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Basic and Diluted Net Income (loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidulutive and then the basic and diluted per share amounts are the same. At September 30, ~~2012~~2013 and ~~2011~~2012, we had ~~not~~321,033 ~~dilutive~~and 139,216 common stock equivalents outstanding related to convertible debt.

Computer Software

Computer software on the balance sheet represents costs incurred to develop software for our websites. We account for internally developed software costs in accordance with ASC 350-40. All costs incurred during the year ended September 30, ~~2012~~20132 were considered to be in the application development stage. The computer software costs have an estimated useful life of 3 years. Costs related to design or maintenance of internal use software ~~are~~is expensed as incurred.

Evaluation of Long-Lived Assets

The Company periodically reviews its long term assets and makes adjustments, if the carrying value exceeds fair value.

Goodwill

Goodwill represents the excess of the aggregate price paid by us over the value of the net assets acquired. In accordance with ASC 350, we review goodwill for impairment at least annually or whenever events indicate that the carrying amount of the asset may not be recoverable.

Income Taxes

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of a service provided.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in accordance with general accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of any recent accounting pronouncements to have a material impact on its financial statements.

ITEM 7A— QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the financial statements, the reports of our independent registered public accounting firm, and the notes thereto of this report, which financial statements, reports, and notes are incorporated herein by reference.

Financial Statement Schedules.

The following financial statements are included in this report:

Title of Document	Page
Report of Sadler, Gibb & Associates, LLC	F-1
Report of Madsen & Associates CPA's, Inc.	F-2
Consolidated Balance Sheets as at September 30, 2013 and 2012	F-2
Consolidated Balance Sheets as at September 30, 2012 and 2011	F-3
Consolidated Statements of Operations for years ended September 30, 2013 and 2012 and for the period from January 18, 2007 (date of inception) to September 30, 2013	F-3
Consolidated Statements of Operations for years ended September 30, 2012 and 2011 and for the period from January 18, 2007 (date of inception) to September 30, 2012	F-4
Consolidated Statement of Stockholders’ Deficiency for the period from January 18, 2007 (date of inception) to September 30, 2013	F-4
Consolidated Statement of Stockholders’ Deficiency for the period from January 18, 2007 (date of inception) to September 30, 2012	F-5
Consolidated Statements of Cash Flows for years ended September 30, 2013 and 2012 and for the period ended January 18, 2007 (date of inception) to September 30, 2013	F-5
Consolidated Statements of Cash Flows for years ended September 30, 2012 and 2011 and for the period ended January 18, 2007 (date of inception) to September 30, 2012	F-6
Notes to the Consolidated Financial Statements	F-6 to F-14
Notes to the Consolidated Financial Statements	F-7 to F-14

25 36

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors ~~and~~

~~Stockholders~~Gamzio ~~of Marine Drive~~ Mobile, ~~Corp~~Inc.

(A Development Stage Company)

We have audited the accompanying consolidated balance ~~sheet~~sheets of ~~Marine~~Gamzio ~~Drive~~ Mobile, ~~Corp~~Inc. (a Development Stage Company) (the Company) as of September 30, 2013 and 2012, and the related consolidated statements of operations, stockholders’ ~~deficiency,~~equity (deficit) and cash flows for the ~~year~~years then ended, and for the period ~~January~~August 1811, ~~2007~~2008 (date of inception) to September 30, ~~2012~~2013. These ~~The~~financial ~~Company’s~~statements ~~management~~are isthe ~~responsible~~responsibility ~~for~~of ~~these~~the ~~financial~~Company’s ~~statements~~management. Our responsibility is to express an opinion on these financial statements based on our ~~audit~~audits. ~~The financial statements of the Company for the year ended September 30, 2011 were audited by other auditors whose report, dated January 2, 2012, expressed an unqualified opinion on those statements.~~

We conducted our ~~audit~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audit~~audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our ~~audit~~audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the ~~purposes~~purpose of expressing an opinion on the effectiveness of the ~~company~~Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ~~Marine~~Gamzio ~~Drive~~ Mobile, ~~Corp~~Inc. (a Development Stage Company) as of September 30, 2013 and 2012, and the consolidated results of its operations and ~~its~~ cash flows for the ~~year~~years ended September 30, 2013 and 2012, and for the period ~~January~~August 1811, ~~2007~~2008 (date of inception) to September 30, ~~2012~~2013, in conformity with ~~accounting~~U.S. ~~principles~~ generally accepted inaccounting ~~the United States of America~~principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. AsThe ~~discussed in Note 12 to the financial statements, he~~ Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management'’s plans inconcerning ~~regard to~~ these matters are also described in ~~Note~~the 12notes to the financial statements. ~~These~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

[Missing Graphic Reference]

/s/ Sadler, Gibb & Associates, LLC

Sadler, Gibb & Associates, LLC

Salt Lake City, UT

~~February~~January 1914, ~~2013~~2014

F-1

MADSEN & ASSOCIATES CPA’s, INC.	684 East Vine Street, #3
	Murray, Utah, 84107
	Telephone: 801-268-2632
	Fax: 801-262-3978

GAMZIO MOBILE INC.

To the Board of Directors and

Stockholders of Marine Drive Mobile Corp

(a Development Stage Company)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying consolidated balance sheets of Marine Drive Mobile Corp (a Development Stage Company) (The Company) as of September 30, 2011 and 2010, and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for each of the years in the two-year period ended September 30, 2011, and for the period from January 18, 2007 (date of inception) to September 30, 2011. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Marine Drive Mobile Corp (a Development Stage Company) as of September 30, 2011 and 2010, and the consolidated results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2011, and the period from January 18, 2007 (date of inception) to September 30, 2011, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Madsen & Associates CPA’s, Inc.

Murray, Utah

January 2, 2012

F-2

MARINE DRIVE MOBILE CORP.

(Development Stage Company)

CONSOLIDATED BALANCE SHEETS

	September 30, 2012			September 30, 2011
	September 30, 2013			September 30, 2012
ASSETS
CURRENT ASSETS
Cash	$	831,~~276~~051		$	1783,~~392~~276
Total Current Assets		831,~~276~~051			1783,~~392~~276
PROPERTY AND EQUIPMENT
Furniture and equipment, net of accumulated depreciation of $2,833		14,656			-
Furniture and equipment, net of accumulated depreciation of $2,550 and $2,833		2,550			14,656
Computer equipment, net of accumulated depreciation of $2,118		12,038
Computer equipment, net of accumulated depreciation of $3,194 and $2,118		3,195			12,038
Computer software, net of accumulated amortization of $18,828		460,888			-
Computer software, net of accumulated amortization of $0 and $18,828		-			460,888
Total Property and Equipment		~~487~~5,~~582~~745			-487,582
Total Assets	$	~~570~~6,~~858~~796		$	17570,~~392~~858
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	7035,~~786~~393		$	6849,~~417~~306
Accrued interest		212,336			21,480
Advances from related parties		27,523			27,523
Note payable		1,~~392~~613,162			~~181~~1,~~346~~392,162
Total Current Liabilities		1,~~490~~888,~~471~~414			~~277~~1,~~286~~490,471
STOCKHOLDERS’ DEFICIENCY
Common stock
250,000,000 shares authorized, at $0.001 par value;
39,220,000 and 37,220,000 shares issued and outstanding, respectively		39,220			37,220
658,200 and 392,200 shares issued and outstanding, respectively		658			392
Additional paid-in capital		12,~~959~~997,~~180~~738			491,~~455~~998,008
Deficit accumulated during the exploration stage		(137,569	)		(137,569	)
Deficit accumulated during the development stage		(24,~~780~~742,~~444~~445	)		(~~209~~2,~~000~~780,444	)
Total Stockholders’ Deficiency		(~~919~~1,~~613~~881,618	)		(~~259~~919,~~894~~613	)
Total Liabilities and Stockholders’ Deficiency	$	~~570~~6,~~858~~796		$	17570,~~392~~858

The accompanying notes are an integral part of these consolidated financial statements

F-32

~~MARINE~~GAMZIO ~~DRIVE~~ MOBILE ~~CORP~~INC.

(Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

For years ended September 30, ~~2012~~2013 and ~~2011~~2012 and for the period January 18, 2007 (date of inception) to September 30, ~~2012~~2013

	Year ended			Year ended			From January 18, 2007 (date of inception) to
	September 30, 2012			September 30, 2011			September 30, 2012
	September 30, 2013			September 30, 2012			September 30, 2013
REVENUES	$	-		$	-		$	-
EXPENSES
Impairment loss on goodwill		~~411,939~~-			49411,~~669~~939			461,608
Impairment loss on website		~~7,500~~-			-7,500			7,500
General and administrative expense		724,804			147,016			871,820
Impairment loss on software		333,705			-			333,705
Marketing expense		227,965			12,315			240,280
General and administrative expense		854,927			724,804			1,726,747
Total expenses		1,372,208			209,000			1,581,208
Marketing expense		36,393			227,965			276,673
Total expenses		1,225,025			1,372,208			2,806,233
OTHER (INCOME) EXPENSE:
Interest Expense		1736,~~199,236~~976			-1,199,236			1,~~199~~936,~~236~~212
Total other expense		1736,~~199,236~~976			-1,199,236			1,~~199~~936,~~236~~212
NET LOSS FROM CONTINUING OPERATIONS		(21,~~571~~962,~~444~~001	)		(~~209~~2,~~000~~571,444	)		(24,~~780~~742,~~444~~445	)
DISCONTINUED OPERATIONS
Change from exploration stage to development stage		-			~~(13,649~~-	)		(137,569	)
NET LOSS	$	(21,~~571~~962,~~444~~001	)	$	(~~222~~2,~~649~~571,444	)	$	(24,~~918~~880,~~013~~014	)
NET LOSS PER COMMON SHARE
Basic and diluted (continuing operations)	$	(03.0780	)	$	(06.0071	)
Basic and diluted (discontinued operations)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE OUTSTANDING SHARES
Basic and diluted		38516,~~296,503~~414			~~100~~382,~~874,877~~965

The accompanying notes are an integral part of these consolidated financial statements

F-43

~~MARINE~~GAMZIO ~~DRIVE~~ MOBILE ~~CORP~~INC.

(Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY

Period January 18, 2007 (date of inception) to September 30, ~~2012~~2013

	Common Stock	~~Common Stock~~					Additional Paid-in	~~Additional Paid-in~~			Deficit Accumulated during Exploration				Deficit Accumulated during Development				Total Stockholders’
	Shares	~~Shares~~		Amount	~~Amount~~		Capital	~~Capital~~			Stage				Stage				Equity
Balance January 18, 2007		-		$	-		$	-		$	-$	-		$	-$	-		$	-$	-
Issuance of common shares for cash-August 31, 2007		80800,000~~,000~~			~~80,000~~800			~~(78~~1,~~000~~200	)		-	-			-	-			~~2,000~~	2,000
Issuance of common shares for cash-September 30, 2007		24242,~~220,000~~200			~~24,220~~242			630,~~055~~033			-	-			-	-			~~30,275~~	30,275
Capital contribution – expenses		-			-			2,600			-	-			-	-			~~2,600~~	2,600
Net operating loss for the period January 18, 2007(Date of inception) to September 30, 2007		-			-			-			~~(19,151~~	)(19,151	)		-	-			~~(19,151~~	)(19,151	)
Balance as at September 30, 2007		~~104~~1,~~220~~042,~~000~~200			~~104~~1,~~220~~042			~~(69~~33,~~345~~833	)		~~(19,151~~	)(19,151	)						~~15,724~~	15,724
Capital contribution – expenses		-			-			15,600			-	-			-	-			~~15,600~~	15,600
Net operating loss - September 30, 2008		-			-			-			~~(49,151~~	)(49,151	)		-	-			~~(49,151~~	)(49,151	)
Balance as at September 30, 2008		~~104~~1,~~220~~042,~~000~~200			~~104~~1,~~220~~042			~~(53~~49,~~745~~433	)		~~(68,302~~	)(68,302	)						~~(17,827~~	)(17,827	)
Capital contribution – expenses		-			-			15,600			-	-			-	-			~~15,600~~	15,600
Net operating loss - September 30, 2009		-			-			-			~~(28,800~~	)(28,800	)		-	-			~~(28,800~~	)(28,800	)
Balance as at September 30, 2009		~~104~~1,~~220~~042,~~000~~200			~~104~~1,~~220~~042			~~(38~~65,~~145~~033	)		~~(97,102~~	)(97,102	)						~~(31,027~~	)(31,027	)
Capital contribution – expenses		-			-			15,600			-	-			-	-			~~15,600~~	15,600
Net operating loss - September 30, 2010		-			-			-			~~(26,818~~	)(26,818	)		-	-			~~(26,818~~	)(26,818	)
Balance as at September 30, 2010		~~104~~1,~~220~~042,~~000~~200			~~104~~1,~~220~~042			~~(22~~80,~~545~~633	)		~~(123,920~~	)(123,920	)						~~(42,245~~	)(42,245	)
Stock certificates surrendered and cancelled		(72720,000~~,000~~	)		(~~72,000~~720	)		~~72,000~~720			-	-			-	-			-	-
Acquisition of Marine Drive Technologies Inc		550,000~~,000~~			~~5,000~~50			-4,950			-	-			-	-			~~5,000~~	5,000
Net operating loss - September 30, 2011		-			-			-			~~(13,649~~	)(13,649	)		~~(209,000)~~	(209,000	)		~~(222,649~~	)(222,649	)
Balance as at September 30, 2011		37372,~~220,000~~200			~~37,220~~372			4986,~~455~~303			~~(137,569~~	)(137,569	)		~~(209,000)~~	(209,000	)		~~(259,894~~	)(259,894	)
Acquisition of ILAD		110,000~~,000~~			~~1,000~~10			~~420~~421,~~859~~849			-	-			-	-			~~421,859~~	421,859
Discount on Line of Credit debt		-			-			1,153,516			-	-			-	-			~~1,153,516~~	1,153,516
Common stock for Computer Software		110,000~~,000~~			~~1,000~~10			299,~~000~~990			-	-			-	-			~~300,000~~	300,000
Stock based compensation		-			-			36,350			-	-			-	-			~~36,350~~	36,350
Net loss - September 30, 2012		-			-			-			-	-			~~(2,571,444)~~	(2,571,444	)		~~(2,571,444~~	)(2,571,444	)
Balance as at September 30, 2012		39392,~~220,000~~200		$	~~39,220~~392		$	1,~~959~~998,~~180~~008			~~(137,569~~	)(137,569	)	$	~~(2,780,444)~~	(2,780,444	)	$	~~(919,613)~~	(919,613	)
Stock based compensation		66,000			66			197,934												198,000
Common stock issued for services		100,000			100			199,900												200,000
Common stock issued for debt services		100,000			100			199,900												200,000
Discount on line of credit								370,360												370,360
Vesting of options								31,636												31,636
Net loss – September 30, 2013																(1,962,001	)			(1,962,001	)
Balance as at September 30, 2013		658,200		$	658		$	2,997,738			$	(137,569	)		$	(4,742,445	)		$	(1,881,618	)

~~F-5~~The accompanying notes are an integral part of these consolidated financial statements

~~MARINE DRIVE MOBILE CORP~~F-4

GAMZIO MOBILE INC.

(Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For years ended September 30, ~~2012~~2013 and ~~2011~~2012 and for the period January 18, 2007 (date of inception) to September 30, ~~2012~~2013

	Year Ended September 30, 2012			Year Ended September 30, 2011			From January 18, 2007 (date of inception) to September 30, 2012
	Year Ended September 30, 2013			Year Ended September 30, 2012			From January 18, 2007 (date of inception) to September 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(21,~~571~~962,~~444~~001	)	$	(~~222~~2,~~649~~571,444	)	$	(24,~~918~~880,~~013~~014	)
Adjustments to reconcile net loss to net cash (used) in operating activities:
Impairment loss on mineral claim – discontinued operations		-			-			5,000
Capital contributions-non cash expense – discontinued operations		-			-			49,400
Stock based compensation		36,350			-			36,350
Equipment given for services		12,397			-			12,397
Impairment loss on goodwill		411,939			49,669			461,608
Common stock issued for services		398,000			-			398,000
Impairment loss on website		7,500			-			7,500
Common stock issued for interest expense		200,000			-			200,000
Debt discount amortization		1,153,516			-			1,153,516
Vesting of stock options		31,636			36,350			67,986
Depreciation and amortization		26,279			-			26,279
Impairment of software		333,705			-			333,705
Impairment loss on goodwill		-			411,939			461,608
Impairment loss on website		-			7,500			7,500
Debt discount amortization		370,360			1,153,516			1,523,876
Depreciation and amortization		136,158			26,279			162,437
Changes in operating assets and liabilities:
Changes in accounts payable – discontinued operations		-			-			20,917
Changes in accounts payable and accrued expenses		2,289			47,499			49,788
Change in accrued interest		190,856			-			190,856
Net Cash Provided (Used) in Operations		(933,571	)	$	(125,481	)		(1,107,655	)
Change in accounts payable		(13,913	)		2,289			35,875
Net Cash Provided (Used) in Operations		(302,802	)	$	(933,571	)		(1,410,457	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral claim – discontinued operations		-			-			(5,000	)
Acquisition of assets		(~~211,361~~423	)		-(211,361	)		(211,~~361~~784	)
Net Cash (Used) in Investing Activities		(~~211,361~~423	)		-(211,361	)		(216,~~361~~784	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock – discontinued operations		-			-			32,276
Proceeds from advance from related party – discontinued operations		-			~~5,186~~-			27,523
Proceeds from notes payable		1221,~~210,816~~000			~~136~~1,~~777~~210,816			1,~~347~~568,493
Net Cash Provided (Used) in Financing Activities		1221,~~210,816~~000			~~141~~1,~~863~~210,816			1,~~407~~628,292
Net Increase in Cash		65(82,~~884~~225	)		1665,~~382~~884			831,~~276~~051
Cash Beginning of Year		1783,~~392~~276			117,~~010~~392			-
CASH AT END OF YEAR	$	831,~~276~~051		$	1783,~~392~~276		$	831,~~276~~051

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES

Stock issued for the acquisition of MDTI	$	-	$	-		$	5,000
Stock issued for the acquisition of ILAD	$	~~390,000~~-	$	-390,000		$	390,000
Warrants issued for the acquisition of ILAD	$	~~31,859~~-	$	31,859	-	$	31,859
Stock issued for advances in acquisition of MDTI	$	-	$	-		$	44,669
Debt acquired in acquisition of ILAD	$	80-	$	80		$	80
Website costs acquired in acquisition of ILAD	$	~~10,000~~-	$	10,000		$	10,000
Common stock issued for computer software	$	~~300,000~~-	$	300,000		$	300,000

The accompanying notes are an integral part of these consolidated financial statements

F-65

~~MARINE~~GAMZIO ~~DRIVE~~ MOBILE, ~~CORP~~INC.

(Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, ~~2012~~2013

1. ORGANIZATION

The Company, ~~Marine~~Gamzio ~~Drive~~ Mobile ~~Corp~~Inc., was incorporated under the laws of the State of Nevada on January 18, 2007, under the name “Sona Resources, Inc.”, with the authorized capital stock of 250,000,000 shares at $0.001 par value. On July 6, 2011 the Company changed its name to “Marine Drive Mobile Corp.”. Effective November 13, 2013 the Company changed its name to Gamzio Mobile, Inc.

The Company was originally organized for the purpose of acquiring and developing mineral properties. The Company was not able to establish the existence of a commercially minable ore deposit and in June of 2011 began to shift its business focus to opportunities in the mobile commerce (“m-Commerce”) industry. Effective July 6, 2011 the Company amended its Articles of Incorporation to change its name to Marine Drive Mobile Corp, (MDM) and on September 12, 2011, the Company finalized the acquisition of Marine Drive Technologies, Inc. (MDT) and became a Development Stage company at that time.

On October 3, 2011 (the “Closing Date”), the Company completed the acquisition of the outstanding membership interests of I Like A Deal, LLC, a Nevada limited liability company (“ILAD”), pursuant to the terms of the Membership Interests Purchase Agreement, dated August 26, 2011 (the “Purchase Agreement”), between the Company, ILAD and ILAD’s members (the “Selling Members”). ILAD runs an integrated website that allows users to find the “best of the best” deals locally and nationally on a daily basis including automotive, active life, education, food, fitness, hotel, restaurants, shopping, among others, by selling coupons for discounted products and services.

Effective November 15, 2013, the Company amended its Articles of Incorporation to change its name from “Marine Drive Mobile Corp.” to “Gamzio Mobile, Inc.”

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The Company recognizes income and expenses based on the accrual method of accounting.

Principles of Consolidation

The consolidated financial statements include the accounts of Marine Drive Mobile Corp, ~~Marine Drive Technologies, Inc.,~~ and I Like A Deal, LLC (ILAD). All significant intercompany balances and transactions have been eliminated in consolidation.

Dividend Policy

The Company has not yet adopted a policy regarding payment of dividends.

Basic and Diluted Net Income (loss) Per Share

Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share rights unless the exercise becomes antidilutive and then the basic and diluted per share amounts are the same. The Company ~~has~~had no321,033 ~~dilutive~~and 139,216 common stock equivalents outstanding ~~at September 30~~, ~~2012~~related ~~and~~to ~~2011~~convertible debt.

F-76

~~MARINE~~GAMZIO ~~DRIVE~~ MOBILE, ~~CORP~~INC.

(Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, ~~2012~~2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Evaluation of Long-Lived Assets

The Company periodically reviews its long term assets for impairment and makes adjustments, if the carrying value exceeds fair value.

Property and Equipment

Property and equipment is stated at historical cost and depreciated over its estimated useful life.

Furniture and Equipment

The Company purchased office furniture and equipment during the year ended September 30, ~~2012~~2013, for $~~17,489~~423. Furniture and equipment is depreciated on a straight line basis over 3 years. Total depreciation expense for the ~~year~~years ended September 30, 2013 and 2012, was $5,971 and $2,833, respectively.

Computer Equipment

The Company ~~purchased~~did anot purchase computer and related equipment during the year ended September 30, ~~2012, for $14,156~~2013. Computer equipment is depreciated on a straight line basis over 3 years. Total depreciation expense for the ~~year~~years ended September 30, 2013 and 2012, was $4,719 and $2,118, respectively.

Computer Software

Computer software on the balance sheet represents costs incurred to develop software for our websites. We account for internally developed software costs in accordance with ASC 350-40. All costs incurred during the year ended September 30, ~~2012~~2013 were considered to be inmaintenance ~~the application development stage~~costs. The computer software costs have an estimated useful life of 3 years. Costs related to design or maintenance of internal use software are expensed as incurred. Total amortization expense for the years ended September 30, 2013 and 2012, was $125,468 and $18,828, respectively.

At June 30, 2013, due to the Company’s change in business focus, the Company recorded an impairment loss of $333,705 related to this software (see Note 3).

Website development costs

Website development costs represent an asset that was acquired in the acquisition of ILAD. The costs were accounted for in accordance with ASC 350-50. At June 30, 2102 the Company assessed the website as being impaired and charged $7,500 to an impairment loss on website.

Goodwill

Goodwill represents the excess of the aggregate price paid by us over the value of the net assets acquired. In accordance with ASC 350-20-35, goodwill of a reporting unit shall be tested on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

Goodwill is reviewed for impairment utilizing a two-step process. The first step requires us to calculate the fair value of each reporting unit, which we primarily determine using a market approach based on an average of public company market values comparable to our company. If the fair value of the reporting unit exceeds its carrying value, the goodwill is not considered impaired. If the carrying value is higher than the fair value, there is an indication that an impairment may exist and the second step is required. In step two, the implied fair value of goodwill is calculated as the excess of the fair value of a reporting unit over the fair values assigned to its assets and liabilities. If the implied fair value of goodwill is less than the carrying value of the reporting unit's goodwill, the difference is recognized

The Company assessed Goodwill for impairment at June 30, 2012 and decided there was an impairment. The Company charged $411,939 to impairment loss on Goodwill as at June 30, 2012 ~~as an impairment loss~~.

F-87

~~MARINE~~GAMZIO ~~DRIVE~~ MOBILE, ~~CORP~~INC.

(Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, ~~2012~~2013

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Income Taxes

differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.

Foreign Currency

The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Translations denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statement of Operations:

(i)

Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;

(ii)

Non-Monetary items including equity are recorded at the historical rate of exchange; and

(iii)

Revenues and expenses are recorded at the period average in which the transaction occurred.

Revenue Recognition

The Company earns revenue through consulting fees and from transaction fees it charges customers. Consulting fees are recorded in revenue when the service is completed. Transaction fees are recorded in revenue when a customer completes a purchase on the Company’s website and the related transaction fee is charged to the customer’s credit card. No revenues have been recognized to date.

Advertising and Market Development

The company expenses advertising and market development costs as incurred. The Company incurred $~~227~~36,~~965~~393 and $12227,~~315~~965 in advertising and market development costs for the years ended September 30, ~~2012~~2013 and ~~2011~~2012, respectively.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be their fair value due to their short term maturities.

Estimates and Assumptions

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. ~~As of September 30, 2012 and 2012, the Company has cash equivalents in the amount of $83,276 and $17,392, respectively.~~

F-9

MARINE DRIVE MOBILE CORP.

(Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2012

Recent Accounting Pronouncements

ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment, is applicable to fiscal years beginning after December 15, 2011. Early application is permitted. The Company is currently assessing the impact this standard will have on its financial statements.

The Company does not expect the adoption of any other recent accounting pronouncements will have a material impact on its financial statements.

F-8

GAMZIO MOBILE, INC.

(Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

3. COMPUTER SOFTWARE

Computer software on the balance sheet represents costs incurred to develop software for our websites and customer use. We are in the application development stage with these costs, and have capitalized $479,716 in related costs to September 30, 2012. As of February 1, 2012 and September 1, 2012, we determined that costs of $31,481 and $448,235, respectively, had become ready for their intended use. Accordingly, we began amortizing these costs over a 3 year period, which is the estimated useful life of this asset. ~~Total~~Based ~~amortization~~on ~~expense~~the ~~during~~Company changing its business focus, the ~~year~~computer ~~ended~~software was determined to be impaired at September 30, ~~2012~~2013. ~~was~~Accordingly, the Company recorded an impairment loss of $26333,~~279~~705 in its financial statements for the year ended September 30, 2013.

4. WEBSITE DEVELOPMENT COSTS

Website development costs represent an asset that was acquired in the acquisition of ILAD. These costs (initially $10,000) are being amortized over 3 years, which is the estimated useful life of this asset. Total amortization expense during the nine months ended June 30, 2012 was $2,500. The Company assessed the website for impairment and charged the unamortized balance of $7,500 to an impairment loss on website.

5. BUSINESS ACQUISITIONS

On September 12, 2011 (the “Closing Date”), MDM, closed a voluntary share exchange transaction (the “Exchange Transaction”) with MDT and the shareholders of MDT (the “MDT Stockholders”), pursuant to the terms of the Share Exchange Agreement, dated June 6, 2011 (the “Exchange Agreement”). MDT is building a technology platform that efficiently matches merchants and consumers with the right products and services at the right time through electronic coupons.

The Company issued 1,000,000 shares of its common stock, with a fair value of $390,000 using the market price of the Company’s stock on the closing date, plus 2 warrants with a fair value of $31,925 (using the Black-Scholes valuation model), to acquire 100% of the Member interests of ILAD. The Company acquired from ILAD website costs with an acquisition date fair value of $10,000, and debt of $80; accordingly, Goodwill was generated in the amount of $411,939, which is expected to be deductible for tax purposes. Acquisition related cost which are included in general and administrative expenses were immaterial.

Each warrant entitles the holder to purchase 50,000 shares of common stock at 60% of the closing price of the Company’s common stock, in the first year, and at the closing price in the second year (each warrant has a term of two years).

~~F-10~~The Company assessed Goodwill for impairment at June 30, 2012 and decided there was an impairment. The Company charged $411,939 to impairment loss on Goodwill at June 30, 2012.

~~MARINE DRIVE MOBILE CORP.~~F-9

GAMZIO MOBILE, INC.

(Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, ~~2012~~2013

6. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

On October 3, 2011, the Company purchased I Like A Deal LLC from Andrew Strauss, an officer of the Company, who owned 50% of ILAD. The purchase agreement provided for the officer to receive 500,000 shares, valued at the market price of $0.39 per share on the closing date, for a value of $195,000. Officers, directors, and their families have acquired 35% of the common stock issued, have made no interest, demand advances to the Company of $27,523, and have made contributions to capital of $49,400 in the form of expenses paid for the Company.

~~Officers-directors~~On ~~and~~August ~~their~~1, ~~families~~2013, ~~have~~the ~~acquired~~Company ~~35%~~transferred of the ~~common~~shares ~~stock~~it ~~issued,~~held ~~have~~in ~~made~~the nowholly ~~interest,~~owned ~~demand~~subsidiary ~~advances~~Marine Drive Technologies to Colin MacDonald, the ~~Company~~CEO of ~~$27,523,~~Marine ~~and~~Drive ~~have~~Mobile ~~made~~Corp. ~~contributions~~The tosubsidiary ~~capital~~had ofno ~~$49,400~~value inand ~~the~~was ~~form~~no oflonger ~~expenses~~required ~~paid~~ for ~~the~~current ~~Company~~operations.

7. DISCONTINUED OPERATIONS

	Year ended September 30, 2012	Year ended September 30, 2011	From January 18, 2007 (date of inception) to September 30, 2012
		Year ended September 30, 2013		Year ended September 30, 2012		From January 18, 2007 (date of inception) to September 30, 2013
General and administrative	~~$ -~~	$ ~~13,649~~	~~$ 127,569~~-	$	-	$	127,569
Impairment on mineral claim acquisition	-	-	~~5,000~~-		-		5,000
Exploration costs	-	-	~~5,000~~-		-		5,000
Total Discontinued Operations	~~$ -~~	$ ~~13,649~~	~~$ 137,569~~-	$	-	$	137,569

8. NOTE PAYABLE

On January 20, 2012, the Company entered into a Line of Credit Agreement with Quarry Bay Capital LLC for advances of up to $1,000,000 that are payable on demand, bearing simple interest of 6% per annum, and are convertible into common stock of the Company at $.25 for every dollar of debt outstanding. All previous advances from a third party were converted to a note payable under this line of credit agreement. Per ASC 470-50-40-10b, as this amendment added a substantive conversion feature, we have determined debt extinguishment accounting rules apply. However, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded.

On July 20, 2012 the Company completed an additional Line of Credit agreement with Quarry Bay Capital LLC for advances up to $1,000,000 payable on demand, bearing interest of 6% per annum and a provision allowing the lender to convert the debt into common shares of the Company, at $.25 per share. In addition, the lender shall be granted cashless warrants to buy the same number of shares as those converted, on the January 20, 2012 agreement and this agreement, at an exercise price of $0.25 per share. Per ASC 470-50-40-10a, we have determined that the fair value of the embedded conversion option has increased by more than 10% due to the addition of warrants to the agreement. Therefore, debt extinguishment account rules apply. Accordingly, the new debt instrument was initially recorded at fair value; however, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. Additionally, the Company recorded a discount on debt in the amount of $90,116, which was fully amortized to interest expense on July 20, 2012 (due to these being demand notes).

FOn August 16, 2012, the Company entered into an amendment agreement, which reduced the conversion price on all debt issued under the first two line of credit agreements (and all subsequent debt) to $0.10 per share, and also reduced the exercise price of all warrants to be issued, to $0.15 per share. Per ASC 470-1150-40-10a, we have determined that the fair value of the embedded conversion option has increased by more than 10% due to the decrease in conversion and exercise prices. Therefore, debt extinguishment account rules apply. Accordingly, the new debt instrument was initially recorded at fair value; however, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. Additionally, the Company recorded a discount on debt in the amount of $2,557, which was fully amortized to interest expense on August 16, 2012 (due to these being demand notes).

~~MARINE DRIVE MOBILE CORP.~~F-10

GAMZIO MOBILE, INC.

(Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, ~~2012~~2013

8On October 19, 2012, the Company entered into an amendment agreement, which reduced the conversion price on all debt issued under the first two line of credit agreements (and all subsequent debt) to $0.05 ~~NOTE~~per ~~PAYABLE~~share, and also reduced the exercise price of all warrants to be issued, to $0.10 per share. Per ASC 470-50-40-10a, ~~Continued~~we have determined that the fair value of the embedded conversion option has increased by more than 10% due to the decrease in conversion and exercise prices. Therefore, debt extinguishment accounting rules apply.

On August 16, 2012, the Company entered into an amendment agreement, which reduced the conversion price on all debt issued under the first two line of credit agreements (and all subsequent debt) to $0.10 per share, and also reduced the exercise price of all warrants to be issued, to $0.15 per share. Per ASC 470-50-40-10a, we have determined that the fair value of the embedded conversion option has increased by more than 10% due to the decrease in conversion and exercise prices. Therefore, debt extinguishment account rules apply. Accordingly, the new debt instrument was initially recorded at fair value; however, as there was no difference between the reacquisition price and the net carrying amount of the old debt, no gain or loss was recorded. Additionally, the Company recorded a discount on debt in the amount of $2370,~~557~~360, which was fully amortized to interest expense on ~~August~~October 1619, 2012 (due to these being demand notes).

During the ~~year~~years ended September 30, ~~2012,~~2013 and 2012, the Company received cash advances from a third party under these line of credit agreements in the amount of $1221,~~210,815.~~000 Aand ~~total of~~ $1859,~~153~~227,~~516~~ ~~was recorded as debt discount amortization, including amounts disclosed above~~respectively. As of September 30, ~~2012~~2013, the total amount due under these line of credit agreements was $1,~~392~~613,162, with accrued interest of $212,336.

~~Additionally~~On November 22, 2012, the Company ~~agreed~~received toa ~~accrue~~conversion ~~interest~~request onfrom ~~the~~Quarry ~~advances~~Bay ~~from~~to ~~the~~convert ~~date~~$1,000,000 ~~the~~of ~~advance~~debt ~~was~~into ~~received~~20,000,000 atshares 6%of ~~per~~common ~~annum~~stock. The ~~total~~request ~~related~~for ~~accrued~~conversion ~~interest and interest expense that~~ was ~~recorded~~rescinded asMarch ~~of and for the year ended September 30~~15, ~~2012, was $45,720~~2013.

AsOn ~~the~~May ~~fair value of the Company’s stock exceeded the conversion price on the date the loans were executed~~24, ~~a beneficial conversion feature was created. In addition~~2013, asthis ~~the~~line ~~intrinsic value~~ of ~~the~~credit ~~beneficial~~agreement ~~conversion feature~~ was ~~greater~~further ~~than~~amended ~~the proceeds allocated~~ to ~~the~~cancel ~~convertible~~all ~~debt,~~warrants ~~the~~outstanding ~~amount~~and ofincrease the ~~discount~~interest ~~assigned~~rate tofrom ~~the~~6% ~~beneficial conversion feature was limited~~ to ~~the~~12%. ~~amount~~Additionally, of the ~~proceeds~~Company ~~allocated~~issued ~~to the convertible debt ($1~~10,~~060~~000,~~843~~000 –shares ~~an additional discount~~ of ~~$92,673~~stock ~~was~~to ~~created~~this ~~with~~third ~~the~~party, ~~above~~valued ~~disclosed~~at ~~debt extinguishment)~~$.02 ~~Also,~~per ~~as these notes are payable on demand and there are no other conversion restrictions~~share, ~~the~~which ~~discount~~ was ~~fully~~the ~~amortized~~trading tovalue ~~interest~~of ~~expense, during~~ the ~~year~~Company’s ~~ended~~common ~~September~~stock ~~30,~~on ~~2012~~that date.

On9. ~~September~~CAPITAL ~~30, 2012, a total of 13,921,620 warrants were issuable under the above line of credit agreements and amendment, with a fair value on that date of $284,551.~~STOCK

On August 31, 2007, Company completed a private placement consisting of 80800,000~~,000~~ common shares sold to directors and officers for a total consideration of $2,000. On September 30, 2007, the Company completed a private placement of 24242,~~220,000~~200 common shares for a total consideration of $30,276.

On September 12, 2011, a shareholder and, as of the Closing Date of the MDT acquisition, a former officer and a director, surrendered 72720,000~~,000~~ shares of the Company’s common stock to the Company. These shares were canceled.

On September 12, 2011, the Company issued 550,000~~,000~~ common shares to acquire all of the issued and outstanding shares of MDT. These shares were valued at $~~.001~~10, per share, which was the closing trading price of the Company’s common stock on that date.

On ~~December~~October 83, 2011, ~~the~~Company ~~Board~~completed ofthe ~~Directors~~purchase of ~~the~~ILAD ~~Company adopted a 2011 Equity Incentive Plan (the “Plan”)~~ and ~~reserved~~issued 10,000~~,000~~ common shares ofto the ~~Company’s~~members ~~common~~of ~~stock~~ILAD. ~~for~~These ~~issuance~~shares ~~thereunder~~were tovalued ~~employees~~at $39, ~~consultants~~per ~~and~~share, ~~other~~which ~~service~~was ~~providers of~~ the ~~Company.~~closing Astrading price of ~~September~~the ~~30,~~Company’s ~~2012~~common nostock ~~options~~on ~~have~~that ~~been granted under the plan~~date.

~~F-12~~On December 8, 2011, the Board of Directors of the Company adopted a 2011 Equity Incentive Plan (the “Plan”) and reserved 100,000 shares of the Company’s common stock for issuance thereunder to employees, consultants and other service providers of the Company. As of September 30, 2012 no options have been granted under the plan.

~~MARINE~~On ~~DRIVE~~July ~~MOBILE~~1, ~~CORP~~2012, the Company entered into an agreement to acquire a mobile software application to integrate into its current online platform. As part of the agreement, the Company resolved to issue 10,000 common shares valued at $300,000 (estimated cost of the mobile software application). The related cost is included in computer software, on the balance sheet.

On December 17, 2012 the Company issued 66,000 common shares to various individuals to recognize services provided to the Company. These shares were valued at $3 per share, which was the closing trading price of the Company’s common stock on the date of issue.

On May 24, 2013, the Company issued 100,000 shares of common stock to a third party for investor relation services. On this same date, the Company issued another 100,000 shares of common stock to Quarry Bay, as noted above in Footnote 5. These shares were valued at $2, which was the closing trading price of the Company’s shares on May 24, 2013.

On August 12, 2013, the Company filed a pre 14C with the SEC for a 100 for 1 reverse split. All shares references in these financial statements have been retroactively adjusted for this reverse split.

F-11

GAMZIO MOBILE, INC.

(Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, ~~2012~~2013

10. STOCK BASED COMPENSATION

During the year ended September 30, 2011 the Company granted the Officers of the Company 12120,000~~,000~~ stock options as part their Management contracts (440,000~~,000~~ options were forfeited during the year ended September 30, 2011). The options were granted September 12, 2011, have an exercise price of $.25, a term of ten years, with 115,~~500,~~000 options vesting on September 12, 2012 and 10105,~~500,~~000 options vesting 1/7 every quarter thereafter. The Company valued these options using the Black-Scholes model and the following assumptions: expected term of 10 years; risk-free interest rate of .55%; dividend rate of 0%; and implied volatility of 165%. This resulted in $36,500 and $0 in stock based compensation expense during the years ended September 30, 2012 and 2011, respectively. Upon exercise, the Company expects to issue shares from its currently authorized common shares.

During the year ended September 30, 2012 the Company granted ~~100~~1,000 warrants to the owners of ILAD as part of the purchase agreement (see Note 5). The warrants were granted on October 3, 2011, have an exercise price of $0.23 if exercised in the first year or $0.39 if exercised after that and a term of 2 years. The Company valued the warrants using the Black-Scholes model and the following assumptions: expected term of 2 years; risk-free interest rate of .55%; dividend rate of 0%; and implied volatility of 165%. The calculated fair value of $31,925 was included in the purchase price allocation.

Unrecognized stock option compensation expense of $5717,~~318~~680 ~~and $93,668~~ at September 30, ~~2012 and 2011~~2013, ~~respectively,~~ will be recorded over the next ~~3 years~~year.

Common Stock options and warrants

The following table summarizes stock option activity ~~during fiscal year 2012~~ :

	~~Stock Options~~	~~Weighted~~Stock ~~average exercise price per share~~Options	~~Weighted average remaining terms (in years)~~	~~Aggregate intrinsic value~~	Weighted average exercise price per share		Weighted average remaining terms (in years)		Aggregate intrinsic value
Options and warrants outstanding September 30, 2010	-	-	-	-		-		-		-
Granted	~~12,000,000~~	~~$0.25~~	10120,000	-	$	25		10		-
Forfeited	~~4,000,000~~	~~$0.25~~	40,000		$	25
Options and warrants outstanding September 30, 2011	~~8,000,000~~	~~$0.25~~	980,000	~~$1,600,000~~	$	25		9	$	1,600,000
Granted	~~100,000~~	~~0.31~~	1.3,000	-		31		1.3		-

Forfeitures	-	-	-	-		-	-		-
Exercised	-	-	-	-		-	-		-
Options and warrants outstanding September 30, 2012	~~8,100,000~~	~~$ 0.27~~	~~7.2~~81,000	$0	$	27	7.2	$	0
Options and warrants exercisable September 30, 2012	1,000,000	$ 0.25
Granted			-			-
Forfeitures			20,000		$	25
Exercised			-			-	-
Options and warrants outstanding September 30, 2013			61,000		$	25	6.2	$	0
Options and warrants exercisable September 30, 2013			61,000		$	25

F-1312

~~MARINE~~GAMZIO ~~DRIVE~~ MOBILE, ~~CORP~~INC.

(Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, ~~2012~~2013

11. INCOME TAXES

The Company’s ~~deferred~~has ~~tax assets~~$2,529,508 ~~valuation~~of ~~allowance,~~net ~~and~~operating ~~change~~losses carried forward to offset taxable income in ~~valuation~~future ~~allowance~~years ~~are~~which asexpire ~~follows~~commencing ~~(“NOL”~~in ~~denotes~~fiscal ~~Net~~2033. The ~~Operating~~tax ~~Loss)~~effect of the significant temporary differences, which comprise deferred tax assets and liabilities, are as follows:

Period Ended	Estimated NOL Carry-Forward $	NOL expires	Estimated Tax Benefit from NOL $	Valuation Allowance from NOL Benefit $	Net Tax Benefit
		September 30, 2013 $
2007	19,151	2027	6,511	(6,511)	-
Net loss before taxes			(1,962,001	)
2008	49,151	2028	16,711	(16,711)	-
Statutory income tax rate			34	%
2009	28,800	2029	9,792	(9,792)	-
Computed expected tax recovery			(667,080	)
2010	26,818	2030	9,118	(9,118)	-
Permanent differences			250,855
2011	222,649	2031	75,701	(75,701)	-
Change in valuation allowance			416,225
2012	962,139	2032	327,127	(327,127)	-
Income tax provision			–
Total	1,308,708		444,961	(444,961)	-

The ~~total~~significant ~~valuation~~components ~~allowance as~~ of ~~September~~deferred ~~30,~~income ~~2012 was $992,124 which increased by $874,291 for the year ended September 30, 2012. In addition to the valuation allowance due to the~~ tax ~~benefit~~assets ~~from NOL in the table above, the Company also recorded tax benefits of $12,359, $392,195~~ and ~~$142,609~~liabilities ~~for~~are ~~stock-based~~as compensation, debt discount amortization and impairment losses, respectively. These benefits were also fully allowed against, resulting in a valuation allowance of $664,997, which is included in the increase of $874,291 for the year ended September 30, 2012.follows:

As of September 30, 2012 and 2011, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended September 30, 2012, and 2011 and no interest or penalties have been accrued as of September 30, 2012 and 2011.

	September 30, 2013 $

Deferred income tax assets

Non-capital losses carried forward		861,186
Vesting of stock options		(11,473	)
Debt discount interest expense		(125,922
Impairment loss		(113,460	)

Total deferred income tax assets		610,330

Valuation allowance		(610,330	)

Net deferred income tax asset		–

~~The~~As ~~tax~~of ~~years~~September ~~from~~30, ~~2007~~2013 and ~~forward~~2012, ~~remain~~the ~~open~~Company tohas ~~examination~~no byunrecognized ~~federal~~income tax benefits. The Company’s policy for classifying interest and ~~state~~penalties ~~authorities~~associated ~~due~~with unrecognized income tax benefits is to ~~net~~include ~~operating~~such ~~loss~~items ~~and~~as ~~credit~~tax ~~carryforwards~~expense. ~~The~~No ~~Company~~interest isor ~~currently~~penalties ~~not~~have ~~under~~been ~~examination~~recorded byduring the ~~Internal~~years ~~Revenue~~ended ~~Service~~September 30, 2013 and 2012, and no interest or penalties have been accrued as of September 30, 2013 and 2012. As of September 30, 2013 and 2012, the Company did not have any ~~other~~amounts ~~taxing~~recorded ~~authorities~~pertaining to uncertain tax positions.

~~Section~~The ~~382~~tax ofyears ~~the~~from ~~Internal~~2008 ~~Revenue~~and ~~Code~~forward ~~imposes~~remain ~~limitations~~open onto ~~net~~examination ~~loss~~by ~~carryforwards~~federal ~~when~~and ~~there~~state isauthorities adue ~~change~~to innet ~~control.~~operating ~~Due~~loss toand ~~the~~credit ~~subsequent~~carryforwards. ~~replacement~~The ~~of the~~ Company’s ~~Chief~~is ~~Executive~~currently ~~Officer,~~not ~~some~~under ofexamination by the ~~net~~Internal ~~loss~~Revenue ~~carryforward~~Service ~~may~~or ~~not~~any beother ~~available~~taxing ~~to offset future taxable income~~authorities.

F-13

GAMZIO MOBILE, INC.

(Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

12. GOING CONCERN

The Company will need additional working capital to service its debt and for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding, and long term financing, which will enable the Company to operate for the coming year.

13. SUBSEQUENT EVENTS

On October 1921, ~~2012~~2013, ~~Marine Drive Mobile Corp. (the “Company”) entered into an oral agreement (the “Amendment”) with~~ Quarry Bay Capital ~~LLC~~Ltd. ~~(“Quarry~~converted ~~Bay”)~~$1,250,000 of debt to ~~change~~common ~~the~~stock ~~share~~at ~~conversion~~a price ~~on the Line~~ of ~~Credit agreements between the Company and Quarry Bay, to~~ $0.05 per share. ~~This amendment also reduced the exercise price of the warrants to $0.10. Also~~(25, ~~subsequent to September 30~~000,000 ~~2012,~~shares ~~the~~were ~~Company received a further $207,930 under the line of credit facility~~issued).

On ~~November~~October 2223, ~~2012~~2013, Marine Drive Mobile Corp., a Nevada corporation (the “Company”) ~~received~~entered into and consummated a ~~notice~~voluntary ~~from~~share ~~Quarry~~exchange ~~Bay~~transaction with Gamzio, Inc., a Nevada corporation (“Gamzio”) and the sole stockholder of Gamzio (the “Selling Stockholder”), pursuant to ~~convert~~a $1Share Exchange Agreement by and among the Company, Gamzio and the Selling Stockholder (the “Exchange Agreement”). In accordance with the terms of the Agreement, the Company issued 30,000,000 shares of its ~~debt~~common stock, par value $0.001 (the “Shares”) to the Selling Stockholder in exchange for 100% of the issued and outstanding ~~into~~capital 20stock of Gamzio (the “Exchange Transaction”). As a result of the Exchange Transaction,~~000,000~~ the Selling Stockholder acquired 54% of the Company’s issued and outstanding shares of common stock, Gamzio became the Company’s wholly-owned subsidiary, and the Company acquired the business and operations of Gamzio.

On December 17, 2012, the Company issued 6,600,000 shares to various individuals for services provided to the Company, valued at $198,000.

F-14

ITEM 9— CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A— CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of September 30, ~~2012~~2013 pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are not effective as of September 30, ~~2012~~2013 as a result of material weaknesses in internal controls over financial reporting. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Management concluded, as of September 30, 2013, that our internal control over financial reporting was not effective. Management realized there were deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.

In performing the above-referenced assessment, our management identified the following material weaknesses:

· As of September 30, ~~2012~~2013, we did not have an audit committee which complies to the requirements of an audit committee since it did not have an independent “financial expert” on the committee.

We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting. Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.

·	We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls. As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

·	We lack personnel with formal training to properly analyze and record complex transactions in accordance with U.S. GAAP. Our current Chief Financial Officer, Ms. Sagar, has been our Chief Financial Officer since our inception in January 2007. She has had limited experience and education in accounting and no training with U.S. GAAP.

We are currently reviewing our disclosure controls and procedures related to these material weaknesses and expect to implement changes in the near term, including identifying specific areas within our governance, accounting and financial reporting processes to add adequate resources and personnel to potentially mitigate these material weaknesses.

Our present management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the ~~year~~quarterly period ending September 30, ~~2012~~2013 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B— OTHER INFORMATION

None.

PART III

ITEM 10— DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person:

Name	Age	Position
Colin MacDonald	50	President, Chief Executive Officer
Jason Deiboldt	33	President and Director
Monika Sagar	39	Chief Financial Officer, Secretary and Director
Ajeeta Pinheiro	38	Director
Fidel B. Pernites	53	Director

The information below with respect to our sole director includes such director’s experience, qualifications, attributes, and skills that led us to the conclusion that he should serve as a director.

~~Colin~~Jason ~~MacDonald~~Deiboldt – ~~President,~~Director ~~Chief~~and ~~Executive Officer~~President

~~Colin~~Jason ~~MacDonald~~Deiboldt became our President inon ~~September~~October 23, ~~2011~~2013. ~~Mr.~~ Since ~~MacDonald~~July, ~~is a Consulting Entrepreneur~~2012, ~~having~~Jason ~~worked~~Deiboldt ~~throughout~~has ~~North~~been ~~America~~the atChief ~~board~~Executive ~~and executive levels for Accenture~~Officer, ~~Best~~director ~~Buy, ICBC, Oracle, Vancity~~ and ~~Kal~~co-founder ~~Tire. Mr.~~of ~~MacDonald~~Gamzio, ~~has over 15 years experience leading organizations through various change initiatives~~Inc. He is ~~familiar~~also ~~with~~the ~~mission~~Chief ~~critical~~Executive ~~financial~~Officer ~~systems~~ and ~~high~~director ~~volume transaction processing having been a ‘hands on’ Senior Consultant to the City~~ of ~~Surrey~~Commission.Net, ~~Central 1~~Inc., ~~Sears,~~a ~~Shoppers~~technology ~~Drug Mart~~company, ~~Yahoo~~since October, ~~Rogers~~2011 and ~~Future~~Chief ~~Shop. Mr.~~Executive ~~MacDonald~~Officer ~~served~~and asdirector ~~President~~ of ~~Marine~~Undercover ~~Drive~~Media, ~~Technologies~~ Inc. ~~from June 2009 to September 2011. Prior to joining MDT~~, ~~from 2002 to June 2009 Mr. MacDonald served as~~ a ~~consultant~~technology ~~with Sierra Systems~~company, ~~TEKsystems,~~since ~~Annex Consulting Group, TP Systems, Teema Consulting Group and Accenture~~2008. Mr. MacDonald is a Certified Scrum Master with a certificate in Computer Music from Carleton University. In 1989 Mr. MacDonald received his MBA from the University of Western Ontario where he won the A.C.E. Award as Canada's Youth Entrepreneur of the Year.

~~Ajeeta~~Monika ~~Pinheiro~~Sagar - Director, Chief Financial Officer and Secretary

~~Ajeeta~~Monika ~~Pinheiro~~Sagar has been a director and Chief Financial Officer of the Company since inception in January 2007. ~~She~~After ~~graduated~~obtaining a B. A., Political Science, (1996) from ~~Bombay~~Punjab University ~~with~~Ms. Sagar worked in a ~~Bachelor~~variety of ~~Science~~administrative ~~degree (1994)~~positions. For the past five years Ms. ~~Pinheiro~~Sagar has ~~been~~ ~~involved,~~held atadministrative ~~the~~and ~~management~~loan ~~level,~~officer inpositions. From ~~the~~2001 ~~customer~~to ~~service~~2002 ~~and~~she ~~sales~~served ~~industry~~as ~~managing~~an ~~inbound~~Assistant ~~call~~Loan ~~centers,~~Officer ~~located~~with inHSBC ~~Mumbai,~~Bank. From ~~India, for~~2002 ~~such~~to U2004 Ms.S. ~~based~~Sagar ~~companies~~was ~~such~~a asfulltime ~~American~~student ~~Express~~obtaining ~~and~~her ~~Hewlett Packard~~M. ~~From~~A. ~~December~~in ~~2001~~Political toScience ~~September~~from ~~2006~~Punjab ~~Ms.~~University ~~Pinheiro~~in ~~managed~~2004. From aher ~~customer~~graduation ~~service~~in ~~center~~May ~~for~~2004 ~~Wipro~~to ~~BPO~~the ~~taking~~present, ~~inbound~~Ms. ~~customer~~Sagar ~~service~~has ~~and~~been ~~sales~~employed ~~calls~~by ~~for~~Standard ~~American~~Chartered ~~Express~~Bank ~~Card~~as ~~Services. Since~~a ~~September~~Customer ~~2006~~Care ~~she~~Executive, ~~has~~supervising ~~served in~~ the ~~position~~processing of ~~‘Program~~personal ~~Manager~~loans ~~and Head of Operations’~~ for ~~SGS~~real ~~Sutherland~~and ~~Global~~personal ~~Service’s~~property. Since ~~customer~~2004, ~~service~~Ms. ~~centre~~Sagar ~~handling~~is ~~inbound~~also ~~sales~~continuing ~~and~~her ~~service~~education ~~calls~~on ~~for~~a ~~Hewlett~~part ~~Packard’s~~time ~~home~~basis, ~~and~~working ~~home~~on ~~office~~an ~~products~~MBA degree. From the Company’s inception in January 2007 to August 2011, Ms. ~~Pinheiro~~Sagar also served as the Company’s ~~President~~Chief ~~and~~Financial Officer, Chief ~~Executive~~Accounting Officer and Treasurer. The Company believes Ms. ~~Pinheiro~~Sagar’s background, extensive experience as an officer of the Company and familiarity with the Company is of great value to the Board of Directors.

Monika Sagar - Director, Chief Financial Officer, Secretary

Monika Sagar has been a director, Chief Financial Officer and Secretary of the Company since inception in January 2007. After obtaining a B. A., Political Science, (1996) from Punjab University Ms. Sagar worked in a variety of administrative positions. For the past five years Ms. Sagar has held administrative and loan officer positions. From 2001 to 2002 she served as an Assistant Loan Officer with HSBC Bank. From 2002 to 2004 Ms. Sagar was a fulltime student obtaining her M.A. in Political Science from Punjab University in 2004. From her graduation in May 2004 to the present, Ms. Sagar has been employed by Standard Chartered Bank as a Customer Care Executive, supervising the processing of personal loans for real and personal property. Since 2004 Ms. Sagar is also continuing her education on a part time basis, working on an MBA degree. From the Company’s inception in January 2007 to August 2011, Ms. Sagar also served as the Company’s Chief Financial Officer, Chief Accounting Officer and Treasurer. The Company believes Ms. Sagar’s background, extensive experience as an officer of the Company and familiarity with the Company is of great value to the Board of Directors.

Fidel B. Pernites - Director

Fidel B. Pernites has been a director of the Company since January 18, 2008. Mr. Pernites graduated from De La Salle University, Manila, Philippines with a B. Science, Geologist (1979) and Master of Geological Sciences (1988). Since 1989 Mr. Pernites has been a self-employed independent consulting geologist responsible for surveying and testing mineral properties. The Company believes Mr. Pernites experience serving as a director of public company, running his own business and familiarity with the Company is of great value to the Board of Directors.

Certain of our officers and directors devote a limited amount of their time to the affairs of the Company. As ~~Secretary~~Chief ~~and~~Financial ~~Treasurer~~Officer, Monika Sagar spends approximately 8 hours per month on corporate matters. ~~Ajeeta Pinheiro and~~ Fidel Pernites ~~spend~~spends a very limited amount of their time on the Company’s affairs, essentially such time as is necessary for them to carry out their duties as directors of the Company, including attending, preparing for and considering matters relevant to the meetings and actions of the Company’s Board of Directors.

Involvement in Certain Legal Proceedings

~~Other~~No ~~than as set forth above, no~~ director, executive officer, significant employee or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Term of Office

The Company’s directors are appointed for a one-year term to hold office until the next annual general meeting of the Company’s stockholders or until removed from office in accordance with the Company’s bylaws and the provisions of the Nevada Revised Statutes. The Company’s directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until he or she resigns or is removed in accordance with the Company’s bylaws and the provisions of the Nevada Revised Statutes.

The Company’s officers are appointed by the Company’s Board of Directors and hold office until removed by the Board.

Committees of the Board

Our Board of Directors held no formal meetings during the 12 month period ended September 30, ~~2012~~2013. All proceedings of the Board of Directors were conducted by resolutions consented to in writing by the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada Revised Statutes and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held. We do not presently have a policy regarding director attendance at meetings.

We do not currently have standing nominating or compensation committees, or committees performing similar functions. Due to the size of our board, our Board of Directors believes that it is not necessary to have standing nominating or compensation committees at this time because the functions of such committees are adequately performed by our Board of Directors. We do not have a nominating or compensation committee charter as we do not currently have such committees. We do not have a policy for electing members to the board. Fidel B. Pernites is an independent director as defined in the NASD listing standards. None of our other directors are independent.

We do have a standing audit committee, however, ~~neither of~~ the ~~members,~~only ~~Ajeeta~~current ~~Pinheiro~~member, ~~chairman of the audit committee, nor~~ Monika Sagar ~~our~~is ~~Chief~~not ~~Financial Officer and Secretary are~~ independent. Below is a description of the audit committee of the Board of Directors. The Charter of the audit committee of the Board of Directors sets forth the responsibilities of the audit committee. The primary function of the audit committee is to oversee and monitor the Company’s accounting and reporting processes and the audits of the Company’s financial statements.

28Ms. Sagar is not an “audit committee financial expert” as defined in Item 401 of Regulation S-B. The Company does not presently have, among its officers and directors, a person meeting these qualifications and given our financial circumstances, does not anticipate seeking an audit committee financial expert to join the committee in the foreseeable future.

Neither Ms. Pinheiro nor Ms. Sagar can be considered an “audit committee financial expert” as defined in Item 401 of Regulation S-B. The Company does not presently have, among its officers and directors, a person meeting these qualifications and given our financial circumstances, does not anticipate seeking an audit committee financial expert to joint the committee in the foreseeable future.

Since inception on January 18, 2007, our Board of Directors and audit committee have conducted their business entirely by consent resolutions and have not met, as such.

It is anticipated that the Board of Directors will form separate compensation and nominating at such time as the Company’s operations have expanded.

Audit Committee

Our Board of Directors has not established a separate audit committee within the meaning of Section 3(a)(58)(A) of the Exchange Act. Instead, the entire Board of Directors acts as the audit committee within the meaning of Section 3(a)(58)(B) of the Exchange Act and will continue to do so until such time as a separate audit committee has been established. Mr. Blankenbaker does not meet the definition of an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely upon a review of Forms 3, 4 and 5 delivered to us as filed with the Securities Exchange Commission, our executive officers and directors, and persons who own more than 10% of our Common Stock timely filed all required reports pursuant to Section 16(a) of the Securities Exchange Act.

Nominations to the Board of Directors

Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders, diversity, and personal integrity and judgment.

In addition, directors must have time available to devote to Board activities and to enhance their knowledge in the growing business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.

In carrying out its responsibilities, the Board will consider candidates suggested by stockholders. If a stockholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of the Company’s Bylaws.

Code of Ethics

On September 30, 2011, our Board of Directors adopted a Code of Ethics that provides an ethical standard for all employees, officers and directors. A copy of the Code of Ethics will be provided, without charge, to any person who so requests. ~~A copy of the Code of Ethics may be requested via the following phone number:~~

~~Marine~~ Family ~~Drive Mobile Corp.~~Relationships

~~(415)839-1055~~There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers

29Board Leadership Structure and Role on Risk Oversight

Jason Deiboldt currently serves as our principal executive officer and a director. We determined this leadership structure was appropriate for us due to our small size and limited operations and resources. The Board of Directors will continue to evaluate our leadership structure and modify as appropriate based on our size, resources and operations.

ITEM 11— EXECUTIVE COMPENSATION

Board Compensation

We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. However, we intend to review and consider future proposals regarding board compensation. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

Executive Compensation

Summary Compensation Table

Name and Principal Position Year Salary Bonus Stock Awards Option Awards Non-Equity Incentive Plan Compensation All Other Compensation Total(1)

Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	All Other Compensation	Total(1)
Colin MacDonald	2013 2012	51,900 61,000	-	-	-	-	-	51,900 61,000
Barry Forward	2013 2012	0 35,000	-	-	-	-	-	0 35,000
Andrew Strauss	2013 2012	0 35,000	-	-	-	-	-	0 35,000
Monika Sagar	2013 2012		-		-	-	-	0
	2013 2012	51,900 131,000	-	-	-	-	-	51,900 131,000

Colin MacDonald	2012 2011	61,000 10,000	-	-	-	-	-	61,000 10,000
Barry Forward	2012 2011	35,000 10,000	-	-	-	-	-	35,000 10,000
Andrew Strauss	2012 2011	35,000 10,000	-	-	-	-	-	35,000 10,000
Brent Stafford	2011	10,000	-	-	-	-	5,000	15,000
	2012 2011	131,000 40,000	-	-	-	-	5,000	131,000 45,000

(1)	The dollar value in this column for each named executive officer or director represents the sum of all compensation reflected in the previous columns.

Employment Agreements

We have entered into a Management Contract for Services with ~~each of Colin MacDonald and~~ Monika Sagar, which ~~provide~~provides for the compensation terms set forth below. ~~Mr. Stafford left the Company in October 2011. Mr. Forward and Mr. Straus started other duties in March 2012.~~

~~Colin~~Monika ~~MacDonald~~Sagar - We are party to a Management Contract for Services with ~~Colin~~Monika ~~MacDonald~~Sagar in connection with ~~his~~her service as an executive of the Company, ~~commencing~~with ~~the~~term ~~Closing~~that ~~Date~~expires ~~and~~on ~~continuing for a term ending~~ August 1, 2014. MrMs. ~~MacDonald~~Sagar ~~is entitled to a payment of $5,000 per month, provided however that if the Company is in the financial position to do so, the employee’s monthly cash compensation~~ will ~~increase to $7,000. He will also~~ receive an option to purchase up to 2,000,000 shares at an exercise price of $0.25 per share, which option will vest, subject to MrMs. ~~MacDonald~~Sagar’s continued employment with respect to 1/8 of the shares on the one year anniversary of the grant date and 1/7 of the remaining shares subject to the option on each subsequent three month anniversary.

Monika Sagar - We are party to a Management Contract for Services with Monika Sagar in connection with her service as an executive of the Company, commencing on the Closing Date and continuing for a term ending August 1, 2014. Ms. Sagar will receive an option to purchase up to 2,000,000 shares at an exercise price of $0.25 per share, which option will vest, subject to Ms. Sagar’s continued employment with respect to 1/8 of the shares on the one year anniversary of the grant date and 1/7 of the remaining shares subject to the option on each subsequent three month anniversary.

Potential Payments Upon Termination or Change-in-Control

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company.

WePlease ~~currently~~see ~~have~~the nosection ~~employment~~entitled ~~agreements~~“Employment ~~nor~~Agreements” ~~any~~above ~~compensatory~~for ~~plans~~a ordiscussion ~~arrangements with any~~ of ~~our~~management ~~executive~~compensation ~~officers~~in ~~that may result from~~ the ~~resignation,~~event ~~retirement~~of ora ~~any other~~ termination of ~~any~~employment ~~of our executive officers, from a change-in-control,~~ or ~~from a~~ change in ~~any~~control ~~executive~~of ~~officer’s~~the ~~responsibilities following a change-in-control~~Company.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our Board of Directors and the Board of Directors or compensation committee of any other company, nor has any interlocking relationship existed in the past.

Compensation Committee

We do not have a separate Compensation Committee. Instead, our Board of Directors reviews and approves executive compensation policies and practices, reviews salaries and bonuses for other officers, administers the Company’s stock option plans and other benefit plans, if any, and considers other matters.

Risk Management Considerations

We believe that our compensation policies and practices for our employees, including our executive officers, do not create risks that are reasonably likely to have a material adverse effect on our Company.

ITEM 12— SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information as of January 56, ~~2012~~2014 with respect to the beneficial ownership of our common stock for (i) each director and officer, (ii) all of our directors and officers as a group, and (iii) each person known to us to own beneficially 5% or more of the outstanding shares of our common stock. To our knowledge, except as indicated in any footnotes to this table or pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to the shares of common stock indicated.

Name and Address of Beneficial Owner(1) Shares Beneficially Owned Percentage Beneficially Owned

Name and Address of Beneficial Owner(1)	Shares Beneficially Owned	Percentage Beneficially Owned
Directors and Executive Officers
Jason Deiboldt President and Director 123 West NYE Ln., Ste. 129 Carson City NV	30,000,000(2)	54.00%
Monika Sagar Chief Financial Officer, Secretary and Director 123 West NYE Ln., Ste. 129 Carson City NV	30,000	0%
Fidel Pernites Director 123 West NYE Ln., Ste. 129 Carson City NV	0	0%
All Directors and Executive Officers	30,030,000	54.00%
5% Stockholders Gamzio Incubator Trust 3315 Highway 50 Silver Springs, Nevada, 89429	30,000,000	54.00%

Directors and Executive Officers
Colin MacDonald, President 1924 Comox Street, Suite 205 Vancouver, BC V6B 2R9	5,000,000	13.10%
Ajeeta Pinheiro, Director and former Chief Executive Officer 2/41 Timurty Om Housing Society Sion, Chunnabhatti, Mumbai, India, 400022	5,000,000	13.10%
Monika Sagar, Director, Chief Financial Officer and Secretary H-89 Sarojani Nagar New Delhi, India 23	3,000,000	7.80%
Fidel B. Pernites, Director 2434 M. Dela Cruz Pasay City, Philippines	0	0%
All Officers and Directors as a Group	13,000,000	34.00%

_________________

(1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

(1)

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the SEC, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of options or warrants are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table.

(2)

30,000,000 shares of common stock of the Company are directly owned by Gamzio Incubator Trust. Mr. Jason Deiboldt is the sole trustee of Gamzio Incubator Trust and by virtue of his position, he may be deemed to be an indirect beneficial owner of such shares. However, Mr. Deiboldt disclaims that he is a beneficial owner of such shares, except to the extent of his pecuniary interest therein.

3143

Equity Compensation Plan Information

The company has no active equity compensation plans and there are currently no outstanding options from prior plans.

Non-Cumulative Voting

The holders of our shares of common stock do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose. In such event, the holders of the remaining shares will not be able to elect any of our directors.

Transfer Agent

Our transfer agent is Action Stock Transfer Corp. The transfer agent’s address is 2469 E. Fort Union Blvd, Ste 214, Salt Lake City, UT 84121 and its phone number is (801) 274-1088.

ITEM 13— CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Party Transactions

There are no family relationships between any of our directors or new or former executive officers. To our knowledge, except for Monika Sagar, who was and continues to serve as one of our directors and executive officers, our executive officers were not directors of the Company prior to the Exchange Transaction, did not hold any position with the Company prior to the Closing of the Exchange Transaction nor have been involved in any material proceeding adverse to the Company or any transactions with the Company or any of its directors, executive officers, affiliates or associates that are required to be disclosed pursuant to the rules and regulations of the SEC.

On ~~June~~August 61, ~~2011~~2013, wethe ~~entered~~Company ~~into~~transferred the ~~Exchange~~shares ~~Agreement. As~~it aheld ~~result~~in of the ~~Exchange~~wholly ~~Transaction,~~owned ~~the~~subsidiary ~~MDT~~Marine ~~Stockholders~~Drive ~~received~~Technologies ~~5,000,000~~to ~~shares~~Colin ofMacDonald, ~~our~~the ~~common~~former ~~stock~~Chief inExecutive ~~exchange~~Officer ~~for 100%~~ of the ~~issued and outstanding common stock of MDT~~Company. ~~Mr.~~ ~~MacDonald,~~The ~~our~~subsidiary ~~newly~~had ~~appointed~~no ~~President,~~value ~~was the founder~~ and ~~sole~~was ~~shareholder~~no oflonger ~~MDT~~required ~~prior~~for tocurrent ~~the Closing of the Exchange Transaction~~operations.

~~Accordingly~~On October 23, he2013, ~~was~~the Company entered into and consummated a ~~recipient~~voluntary ofshare exchange transaction with Gamzio, Inc., a Nevada corporation and Gamzio Incubator Trust, which was the ~~shares~~sole stockholder of ~~our~~Gamzio, ~~common~~Inc. ~~stock~~(the ~~issued~~“Selling inStockholder”), ~~connection~~pursuant ~~with~~to ~~the~~a Share Exchange ~~Transaction~~Agreement by and among the Company, Gamzio and the Selling Stockholder. In ~~addition~~accordance with the terms of the Share Exchange Agreement, the ~~operations~~Company issued 30,000,000 shares of ~~MDT~~its ~~were~~common ~~historically~~stock, ~~funded~~par byvalue Mr$0.001 ~~MacDonald,~~to ~~through~~the ~~loans~~Selling byStockholder in exchange for 100% of the issued and outstanding capital stock of Gamzio, Inc. Mr. ~~MacDonald~~Jason Deiboldt, who is currently the President and a director of the Company, is the sole trustee of the Selling Stockholder.

Effective on the Closing Date, MDT has entered into the Management Contract for Services agreements with each of Andrew Strauss, Colin MacDonald, Barry Forward and Monika Sagar which provide for the payment of salary and option compensation.

Review, Approval or Ratification of Transactions with Related Persons

We rely on our Board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our Board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliation’s of such person’s immediate family. Transactions are presented to our Board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our Board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our Board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company. To ensure that potential conflicts of interest are avoided or declared and to comply with the requirements of the Sarbanes Oxley Act of 2002, on September 30, 2011, our Board of Directors adopted a Code of Ethics that provides an ethical standard for all employees, officers and directors.

3244

Director Independence

During the year ended September 30, ~~2012~~2013, we had one independent director, Fidel B. Pernites. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., The NASDAQ National Market, and the Securities and Exchange Commission.

Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director's immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director's immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director's immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director's immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director's immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company's consolidated gross revenues.

ITEM 14— PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table shows the fees paid or accrued by us for the audit and other services provided by our independent registered accountants for the fiscal periods shown.

	September 30, 2012		September 30, 2011
	September 30, 2013		September 30, 2012
Audit Fees	$	3822,~~100~~600	$	938,~~800~~100
Audit — Related Fees		0		~~5,635~~0
Tax Fees		0		0
All Other Fees		0		0
Total	$	3822,~~100~~600	$	1538,~~435~~100

Audit fees consist of fees billed for professional services rendered for the audit of our financial statements and review of the interim financial statements included in quarterly reports and services that are normally provided by the above auditors in connection with statutory and regulatory fillings or engagements.

In the absence of a formal audit committee, the full Board of Directors pre-approves all audit and non-audit services to be performed by the independent registered public accounting firm in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors pre-approved 100% of the audit and audit-related services performed by the independent registered public accounting firm in the past fiscal year. The percentage of hours expended on the principal accountant’s engagement to audit the Company’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

3345

PART IV

ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements and Financial Statement Schedules

(1) Financial Statements are listed in the Index to Financial Statements of this ~~report~~Annual Report on Form 10-K.

(b) Exhibits

Exhibit No.		Description
	2.1	Share Exchange Agreement ~~dated~~by ~~June~~and 6among the Company, ~~2011~~Gamzio, Inc. and the selling stockholder party thereto (incorporated by reference from registrant’s Current Report on Form 8-K, filed on ~~June~~October 929, ~~2011~~2013)
	2.2	Escrow Agreement dated September 12, 2011 (incorporated by reference from registrant’s Current Report on Form 8-K filed on September 13, 2011)
	3.1(a)	Articles of Incorporation (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
	2.3	Membership Interests Purchase Agreement with I Like A Deal, LLC, dated August 26, 2011 (incorporated by reference from registrant’s Current Report on Form 8-K/A filed on November 3, 2011)
	3.1(b)	Amendment to Articles of Incorporation (incorporated by reference from registrant’s Current Report on Form 8-K/A filed on December 2, 2011)
	3.1(c)	Amendment to Articles of Incorporation (incorporated by reference from registrant’s Current Report on Form 8-K filed on November 15, 2013)
	3.3	By-laws (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
	4	Specimen Stock Certificate (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
	10.1	Amendment to Line of Credit Agreements with Quarry Bay Capital LLC (incorporated by reference to the registrant’s Current Report on Form 8-K filed on June 3, 2013)
	10.2	Security Agreement with Quarry Bay Capital LLC (incorporated by reference to the registrant’s Current Report on Form 8-K filed on June 3, 2013)
	14	Code of Ethics (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
	21	Subsidiaries of the Company: Gamzio, Inc.
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
	32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
	32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
	101	Interactive Data Files**

	3.1	Certificate of Incorporation of the Registrant, including all amendments to date (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
	3.2	Articles of Incorporation (incorporated by reference from registrant’s Current Report on Form 8-K/A filed on December 2, 2011)
	3.3	By-laws (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959)
	10.1	Management Contract for Services with Andrew Strauss, dated September 12, 2011 (incorporated by reference from registrant’s Current Report on Form 8-K filed on September 13, 2011)
	10.2	Management Contract for Services with Brent Stafford, dated September 12, 2011 (incorporated by reference from registrant’s Current Report on Form 8-K filed on September 13, 2011)
	10.3	Management Contract for Services with Colin MacDonald, dated September 12, 2011 (incorporated by reference from registrant’s Current Report on Form 8-K filed on September 13, 2011)
	10.4	Management Contract for Services with Monika Sagar, dated September 12, 2011 (incorporated by reference from registrant’s Current Report on Form 8-K filed on September 13, 2011)
	10.5	Management Contract for Services with Barry Forward, dated September 12, 2011 (incorporated by reference from registrant’s Current Report on Form 8-K filed on September 13, 2011)
	10.6	Form of Stock Option Grant Notice (incorporated by reference from registrant’s Current Report on Form 8-K filed on September 13, 2011)
	21	List of Subsidiaries*
	31.1	Rule 13(a) — 14(a)/15(d) — 14(a) Certification (Principal Executive Officer)*
	31.2	Rule 13(a) — 14(a)/15(d) — 14(a) Certification (Principal Financial Officer)*
	32	Section 1350 Certifications*

*Filed herewith

34**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MARINE DRIVE MOBILE CORP.

	GAMZIO MOBILE, INC.

Dated: January 14, 2014		/s/ Jason Deiboldt
	By:	Jason Deiboldt
	Name:	President
	Title:	(Principal Executive Officer)

Dated: February 19, 2013	/s/ Colin MacDonald
	By: Colin MacDonald
	Its: President, Chief Executive Officer
	(Principal Executive Officer)

Pursuant to requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

Signature	Capacity	Date
/s/ Monika Sagar	Chief Financial Officer, Secretary and Director	~~February~~January 1914, ~~2013~~2014
Monika Sagar	(Principal Financial Officer and Principal Accounting Officer)
/s/ Ajeeta Pinheiro	Director	February 19, 2013
/s/ Fidel Pernites	Director	January 14, 2014
Ajeeta Pinheiro
Fidel Pernites

/s/ Jason Deiboldt		Director		January 14, 2014
Jason Deiboldt

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