UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

FOR THE FISCAL ~~YEAR~~YEARS ENDED JUNE 30, ~~2014~~2017, 2016 AND 2015

¨ ☐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: 000-53153

CONSORTEUM HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	45-2671583
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

~~6-14845~~1870 ~~Yonge~~The ~~Street~~Exchange, Suite ~~#348~~100, Atlanta, Georgia 30339-2021

Aurora, Ontario, Canada L4G6H8

(Address of principal executive office, including zip code)

(888) 603-5161

(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock, $0.001 par value

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 þ

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 þ~~Noþ

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~~ 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) been subject to such filing requirements for the past 90 days. Yes þ ☐ No ¨ þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (~~ss.~~§232.405 of this chapter) during the ~~preceding~~ preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ þ No ¨ þ

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (~~ss.~~§229.405 of this chapter) is not ~~contained~~ 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. ¨ Yes ☐ No þ

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

Large accelerated filer ¨☐ Accelerated filer ¨☐ Non-accelerated filer (Do not check if a smaller reporting company) ¨☐ Smaller reporting company þ Emerging growth company ☐

~~Indicate~~ If an emerging growth company, indicate by check mark ~~whether~~if the registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act~~): Yes~~. ~~¨ No þ~~☐

~~State the aggregate market value of the voting and non-voting common~~Indicate ~~equity held~~ by ~~non-affiliates~~check ~~computed~~mark bywhether ~~reference to~~ the ~~price~~registrant atis ~~which~~a ~~the~~shell ~~common~~company ~~equity was last sold, or the average bid and asked prices of such common equity,~~ (as ofdefined ~~the~~in ~~last~~Rule ~~business~~12b-2 ~~day~~ of the ~~registrant’s~~Act). Yes☐ ~~most~~No ~~recently completed second fiscal quarter.~~þ

~~Computed~~The byaggregate ~~reference~~market tovalue ~~the last sale price~~ of the ~~common~~Company’s ~~equity~~Common Stock onat December 31, ~~2013~~2016 ofheld by non-affiliates approximated $~~0.0120~~181,195, ~~the~~based ~~aggregate~~upon ~~market~~the ~~value~~last ofsale ~~voting~~price ~~stock~~for ~~held~~a byshare ~~non-affiliates~~of isCommon $Stock ~~2,627,486~~on that date.

~~Indicate~~As ~~the number~~ of ~~shares~~November ~~outstanding~~3, ~~of each of the registrant’s classes of common stock~~2017, asthere ~~of the latest practicable date. There~~ were ~~466~~471,150,864 outstanding shares of the registrant’s ~~common~~ ~~stock~~Common ~~outstanding~~Stock, as$0.001 ofpar ~~October 14, 2014~~value.

DOCUMENTS INCORPORATED BY REFERENCE

~~The following documents are incorporated herein by reference in Part IV, Item 17:~~ None.

TABLE OF CONTENTS

		Page
FORWARD LOOKING STATEMENTS		ii
PART I
Item 1. Business		1
Item 1A. Risk Factors		107
Item 1B. Unresolved Staff Comments		107
Item 2. Properties		107
Item 3. Legal Proceedings		108
Item 4. Mine Safety Disclosures		108
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		119
Item 6. Selected Financial Data		1110
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1110
Item 7A. Quantitative and Qualitative Disclosures About Market Risk		1816
Item 8. Financial Statements and Supplementary Data		1816
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		1816
Item 9A. Controls and Procedures		1816
Item 9B. Other Information		1917
PART III
Item 10. Directors, Executive Officers and Corporate Governance		2018
Item 11. Executive Compensation		21
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		23
Item 13. Certain Relationships and Related Transactions, and Director Independence		2324
Item 14. Principal Accountant Fees and Services		24
PART IV
Item 15. Exhibits and Financial Statement Schedules		2526
SIGNATURES		2729
Index to Financial Statements and Financial Statement Schedules		F-1

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K including our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).

Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include the Company’s limited operating history; its limited financial resources; the success of our fundraising efforts; our ability to meet our obligations, continue as a going concern or realize on our assets, if necessary to meet liabilities; international, national and local general economic and market conditions; demographic changes; our ability to achieve, sustain, manage or forecast growth; our failure to correctly anticipate market trends; our ability to successfully make and integrate acquisitions; ~~raw material costs and availability;~~ risks related to new product development and introduction including our Universal Mobile Interface ™(UMI); competition including the activities of competitors and the presence of new or additional competition; the failure to gain and/or loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology and obtain and/or maintain key licensing arrangements, ~~including the CAPSA license,~~ joint ventures and partnerships; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission (the “SEC”).

Although the forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, such statements ~~can~~are ~~only~~based beon ~~based~~information available to management on ~~facts~~the date hereof, and ~~factors~~we ~~currently~~assume no obligation to revise or publicly release any revision to any such forward-looking statement, ~~known~~except as may otherwise be required by ~~them~~law. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

The following business and financial discussion should be read in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this filing.

PART I

ITEM 1. BUSINESS

~~BUSINESS~~Unless ~~DEVELOPMENT~~otherwise stated, the terms “we,” “us,” “our,” “Holdings,” and the “Company” refer to Consorteum Holdings, Inc. and its subsidiaries.

Consorteum Holdings, Inc. (“Holdings” and the “Company”), formerly known as Implex Corporation, was incorporated in the State of Nevada on November 7, 2005. We are a holding company incorporated in the State of Nevada, with three subsidiaries, Bad Rabbit Inc. ThreeFiftyNine Inc. and Consorteum Inc. On April 9, 2009, we changed our name to Consorteum Holdings, Inc. Due to our change in business; we determined that the Company had an inception date for financial reporting purposes of July 1, 2011. Our corporate headquarters are located at 6-14845 Yonge Street, Suite #348, Aurora, Ontario, Canada, L4G 6H8. Our telephone number is (888) 603 5161.Introduction

InThis ~~July~~annual ~~2013~~report ~~the~~on ~~Company~~Form ~~made~~10-K is a ~~decision~~comprehensive tofiling for ~~recast~~the ~~its~~fiscal ~~business~~years asended aJune ~~provider~~30, of2017, ~~digital~~2016 ~~content~~and ~~across~~2015. ~~mobile~~It ~~devices.~~is Inbeing ~~conjunction~~filed ~~therewith,~~by ~~the~~us ~~Company~~in ~~formed~~order ~~two~~to ~~new~~become current in our filing obligations ~~Nevada~~under ~~subsidiaries:~~the ~~Bad~~Securities ~~Rabbit~~Exchange ~~Inc.~~Act ~~and~~of ~~ThreeFiftyNine~~1934, ~~Inc.~~as amended (~~359~~the “Exchange Act”). ~~and~~This ~~hired~~is aour ~~senior~~first ~~level~~periodic ~~software~~filing ~~development~~since the ~~team.~~quarter ~~Moving~~ended ~~forward~~March 31, ~~ThreeFiftyNine~~ ~~aims~~2015. ~~primarily~~Included atin ~~securely~~this ~~delivering~~report ~~rich~~are ~~mobile~~the ~~content~~audited ~~across~~financial ~~mobile~~statements ~~devices~~that ashave ~~well~~not asbeen ~~delivering~~included ~~diverse~~in ~~payment~~annual ~~and~~reports ~~other~~on ~~transactional~~Form ~~platforms~~10-K ~~that~~since ~~are~~the ~~rapidly~~fiscal ~~converging~~year ~~due~~ended toJune ~~advances~~30, in2015, ~~smart~~as ~~phone~~well ~~mobile~~as ~~technology.~~summarized ~~ThreeFiftyNine intends~~quarterly tofinancial beinformation afor ~~highly~~each of ~~differentiated~~the ~~business~~quarters inended ~~the~~(i) ~~digital~~September ~~space,~~30 ~~focusing~~and onDecember ~~cloud~~31, ~~infrastructure design~~2015, ~~development~~(ii) ~~and~~March ~~deployment~~31, as ~~well~~September as30 inand ~~digital~~December ~~transaction~~31, 2016 ~~management~~and (iii) March 31, 2017.

~~Holdings~~This ~~has~~annual ~~spent~~report ~~the~~should ~~last~~be ~~three~~read ~~years~~together ~~developing relationships~~ and ~~licensing agreements that will enable us to participate~~ in ~~the emerging market of mobile gaming. We intend to~~connection ~~build our company~~ with the ~~capabilities~~other toreports ~~deliver~~filed ~~rich~~by ~~mobile~~us ~~content~~with tothe ~~end users who will use their smart phones in radical new ways~~SEC. In ~~July~~the ~~2013,~~interest weof ~~formed~~complete aand ~~wholly-owned~~accurate ~~subsidiary~~disclosure, ~~ThreeFiftyNine~~we ~~Inc.~~have ~~and~~included ~~hired a software development team that had~~current ~~previously~~information ~~designed~~in ~~the~~this ~~world’s~~annual ~~first~~report ~~regulatory~~for ~~compliant mobile~~all ~~platform~~material ~~for~~events ~~delivery~~and ofdevelopments ~~gaming~~that ~~content~~have ~~originally~~taken ~~known~~place assince ~~CAPSA~~March 31, ~~which~~2015 ~~met~~through the date ~~rigorous~~of ~~standards~~filing of ~~the~~this ~~Nevada~~annual ~~Gaming Board.~~report ~~CAPSA~~with ~~represents~~ the ~~first generation software delivery platform for mobile devices~~SEC.

~~The~~Business development team that we hired had spent the past five years and millions of dollars in non-recurring engineering costs to complete the development of the platform. At the heart is the capability to deliver any digital content across any cellular network to any mobile device or smart phone. This key differentiator makes it possible for us to approach many different markets that are in the business of providing mobile connectivity and mobile content.Development

OnConsorteum ~~October 4~~Holdings, ~~2011~~Inc., weformerly ~~entered~~known ~~into~~as ~~an Acquisition~~Implex ~~Agreement with Tarsin LTD~~Corporation, awas ~~company~~incorporated ~~organized~~in ~~under~~ the ~~laws~~State of ~~the~~Nevada ~~United~~on ~~Kingdom~~November 7, ~~whereby~~2005. weThe ~~agreed~~Company tois ~~purchase~~a ~~100%~~holding ofcompany ~~the~~owning a ~~issued~~controlling and/or ~~outstanding~~passive ~~shares~~interest ofin ~~Tarsin,~~359 Mobile Inc., aand ~~Nevada~~Consorteum ~~corporation~~Inc. ~~(“Tarsin”),~~which ~~for~~has abeen ~~total~~inactive offor ~~100,000,000~~many ~~shares~~years. ofOur ~~our~~corporate ~~common~~headquarters ~~stock. Pursuant~~are tolocated ~~the~~at ~~Acquisition~~1870 ~~Agreement~~The Exchange, ~~Tarsin~~Suite ~~LTD~~100, ~~further~~Atlanta, ~~agreed to grant to us an exclusive~~Georgia, ~~royalty~~30339-~~free, worldwide~~2021. ~~perpetual~~Our ~~license~~telephone tonumber ~~use,~~is (888) ~~distribute,~~603-5161. ~~and~~Our ~~sell~~website ~~its~~is ~~CAPSA~~located ~~Mobile~~at ~~Platform technology (“CAPSA”)~~www.consorteum.com.

~~The~~On ~~Company~~September ~~was~~29, ~~unable~~2008, tothe ~~secure~~Company ~~the~~filed ~~necessary~~an amendment with ~~funding~~the Secretary of State of Nevada to ~~complete~~change ~~the~~it ~~acquisition~~names offrom ~~Tarsin~~Implex Corporation to Consorteum Holdings, Inc. ~~Although~~Due weto ~~raised~~the Company’s ~~capital~~change ofin ~~$162~~business,~~500,~~ ~~which~~it was ~~used~~determined tothat ~~fund~~ the ~~working~~Company ~~capital needs~~had ofan ~~Tarsin~~inception ~~during~~date ~~2012,~~for ~~ultimately~~financial wereporting ~~were~~purposes of ~~not~~July ~~able~~1, to2011. ~~fulfill~~At ~~all~~that oftime, the ~~requirements~~Company operated as ~~prescribed~~a intransaction ~~the~~management ~~Tarsin~~company ~~Acquisition~~focusing on transaction processing ~~Agreement~~solutions ~~dated~~and ~~October~~products 4,for ~~2011~~the payment processing and financial transaction markets.

In October 2012, wethe Company secured a license to market and license the world’s first regulatory compliant mobile platform for delivery of gaming content originally known as CAPSA, which ~~technology~~met the standards of the Nevada Gaming Board, from Tarsin Inc. (“Tarsin”) through a licensing agreement. The licensing agreement provided the Company with an exclusive right to license the CAPSA software platform in selected geographical markets throughout Canada and Mexico, along with select customers within the United States, ~~and~~(the is“Tarsin ~~capable~~License”). The CAPSA software platform was capable of providing digital media to a wide range of mobile handsets, and ~~provides~~provided for the ability to securely transmit financial information to individual handset owners. The Tarsin ~~license~~License provided us with capabilities in the mobile handset market, which we could use to ensure cross functionality of mobile applications across a wide variety of handsets. Tarsin Inc. filed a voluntary petition for bankruptcy protection in the U.S. Bankruptcy Court, Northern District of California. The Company was a creditor in this Case No. 13-53607. In resolving the bankruptcy case, NYG Holdings LLC (“NYG”) acquired the original intellectual property from Tarsin Inc., which included the first generation CAPSA platform. On June 12, 2014, the Company entered into an agreement to enter into a multi-year license agreement for the CAPSA platform with NYG. This license, which is expected to be entered into in October 2014, will grant latitude to the Company to make modifications and further enhancements to the platform, which will be marketed as the Universal Mobile Interface (“UMI”). We intend to initially introduce the UMI platform into the market utilizing branded partnership relationships in the mobile sports betting and casino gaming verticals. The multi-year license agreement is for five years and is thereafter renewable annually. The Company is responsible to pay royalties fees of 10% of net revenues plus $100,000 annually. However, the first 18 months of the agreement will be royalty free and the first three years of annual payments waived.

~~The~~In ~~UMI~~July 2013, ~~which~~the ~~our~~Company ~~team~~altered isits ~~developing,~~business ~~will be~~model to become a ~~second~~provider ~~generation~~of ~~platform~~digital ~~and~~content ~~will~~across ~~represent~~mobile adevices. ~~key~~In ~~advantage~~conjunction ~~for~~therewith, ~~our~~the Company asformed wetwo ~~enter~~Nevada ~~into~~subsidiary ~~the~~corporations, Bad ~~mobile~~Rabbit ~~gaming~~Inc. ~~market~~and ~~as the~~ThreeFiftyNine ~~UMI~~Inc., ~~allows~~and ~~content~~hired ~~providers~~a ~~the~~senior ~~ability~~level tosoftware ~~develop~~development ~~content~~team ~~once,~~that ~~while~~had ~~the~~previously ~~UMI~~designed ~~platform identifies~~ the ~~mobile device and delivers~~CAPSA ~~the~~technology. ~~proper~~The ~~display~~development ~~format~~team ~~for~~spent ~~that~~about ~~mobile~~two ~~device.~~years ~~Without~~and amillions ~~universal~~of ~~platform,~~dollars ~~content~~in ~~providers~~non-recurring ~~must~~engineering ~~reprogram~~costs ~~their~~to ~~mobile~~complete ~~application~~the ~~each~~development ~~time~~of ~~they~~the ~~update~~platform orand ~~add~~ to ~~their~~make ~~content;~~modifications orand ~~the~~enhancements ~~mobile~~thereto ~~device~~in ~~operating~~order ~~system is updated. We intend~~ to ~~initially~~ introduce the ~~UMI~~ platform into the market utilizing branded partnership relationships in the mobile sports betting and casino gaming verticals. Despite significant progress on the development and enhancement of the platform and substantially completing its first mobile gaming product, such activities did not result in generating any revenue for the Company.

OnTarsin ~~June~~filed 6,a ~~2011~~voluntary petition for bankruptcy protection in the U.S. Bankruptcy Court, Northern District of California and the Company ~~entered~~was ~~into~~a ancreditor ~~asset~~in ~~purchase~~this ~~agreement, as~~Case ~~amended,~~No. ~~with~~13-53607. ~~Media~~In ~~Exchange~~resolving the ~~Group~~bankruptcy case, ~~Inc.~~NYG Holdings LLC (“~~MEXI~~NYG”) ~~pursuant~~acquired tothe original intellectual property from Tarsin, which included the ~~Company~~first ~~agreed~~generation toCAPSA ~~buy,~~platform. ~~transfer~~Effective ~~and~~October ~~assign to~~20, 2014, the Company, ~~and~~entered ~~MEXI~~into ~~has~~a ~~agreed~~multi-year tolicense ~~sell~~agreement ~~all~~for of the CAPSA ~~rights,~~platform ~~title~~with ~~and~~NYG. ~~interests~~The ~~to,~~multi-year ~~and~~license ~~agreements~~agreement ~~relating~~was ~~to,~~for ~~its~~a ~~digital trading~~five ~~card~~year ~~business~~term ~~and~~renewable ~~platform,~~annually asthereafter. ~~well~~The asCompany ~~all~~was responsible ~~other~~to ~~intangible~~pay ~~assets~~royalties fees of ~~the~~10% ~~business~~of innet ~~exchange~~revenues ~~for~~plus $100,000 annually. However, the ~~Company~~first ~~assuming~~18 months of the agreement anwere ~~aggregate~~royalty ~~principal~~free and ~~accrued~~the ~~interest~~first ~~amount~~three years of ~~approximately~~annual $2payments were waived.1 ~~million~~In ofthe ~~indebtedness~~spring of ~~MEXI~~2015, inthe ~~accordance~~Company ~~with~~stopped ~~the~~development ~~terms~~on ofthe ~~that~~legacy ~~certain~~CAPSA ~~assignment~~platform, ~~and~~as ~~assumption~~the ~~agreement~~CAPSA ~~executed~~platform onwas ~~June~~eclipsed 6,by ~~2011. On~~rapid ~~July~~advances ~~14,~~in ~~2011,~~open ~~the~~source ~~Company~~software ~~completed~~platforms that became ~~its~~commercially ~~due~~available ~~diligence~~in ~~and~~2015. ~~finalized~~The ~~the~~Company ~~asset~~never ~~purchase~~introduced ~~agreement~~its ~~with~~platform ~~MEXI.~~or Aany ~~majority~~products ~~shareholder~~into ofthe ~~MEXI~~market, never generated any revenue and never used the ~~former~~CAPSA ~~Chief~~platform ~~Executive Officer~~in ~~(CEO)~~any commercial way. Recently, ~~Director~~the ~~and~~Company ~~Chairman~~made ofa ~~the~~decision ~~Board~~to ofrecast ~~MEXI~~its ~~(who~~business ~~resigned~~to take onadvantage ~~June~~of 3,other ~~2011)~~opportunities ~~organized~~that ~~the~~have ~~asset~~arisen ~~purchase~~that ~~agreement with~~do ~~MEXI~~not utilize the CAPSA Platform. ~~The~~ ~~transaction~~On ~~between~~August ~~MEXI~~31, ~~and~~2017, the Company and ~~was~~NYG ~~deemed~~mutually ~~consummated~~agreed ~~between~~to ~~two~~terminate ~~entities~~the ~~under~~license ~~common~~agreement ~~control~~ and for the ~~transfer~~rights, licenses and obligations of ~~assets~~each ~~was~~of ~~recorded~~the atparties thereunder ~~historical~~to ~~cost.~~terminate Inand ~~connection~~cease ~~with~~effective ~~the~~December ~~acquisition~~31, 2016, the ~~Company~~time ~~assumed~~at ~~convertible notes~~which ~~amounting~~NYG todiscontinued $2its business. Further,~~073,646~~ ofeach ~~MEXI~~party has ~~(principal~~mutually agreed to waive and ~~accrued~~release ~~interest~~the asother ofparty ~~July~~from ~~2011),~~any ~~and~~breaches ~~accordingly,~~of ~~recorded~~the aLicense ~~corresponding charge~~Agreement inby the ~~deficit~~other ~~accumulated~~party ~~during~~that ~~the~~may have ~~development~~occurred ~~stage~~during inthe term the ~~accompanying~~License ~~consolidated~~Agreement ~~balance~~was ~~sheet~~in effect.

InDuring ~~July~~2014 ~~2012~~and 2015, wethe ~~entered~~Company ~~into~~experienced ~~negotiations~~operational downsizing ~~with~~due ~~Knockout~~to ~~Gaming~~capital ~~Limited~~constraints ~~(“Knockout”),~~but amaintained ~~corporation~~the ~~organized~~core ~~under~~management ~~the~~team. ~~laws~~Bad ofRabbit ~~the~~ceased ~~Isle~~operating ofin ~~Man,~~2015 and ThreeFiftyNine became inactive. The Company faced severe capital constraints and was unable to ~~resell~~access ~~their~~additional capital to continue operations beyond ~~online~~June ~~gaming~~2015 ~~licensed~~and, ~~platform~~as a result, ~~Fireplay.~~the WeCompany ~~may~~(i) ~~enter~~laid ~~into~~off aits ~~licensing~~development team and ~~reselling~~ceased ~~agreement~~paying ~~once~~managers ~~Knockout~~and ~~launches~~advisors, ~~their~~(ii) ~~platform.~~suspended ~~Since~~rent ~~July~~and ~~2012,~~related wepayments ~~paid~~for ~~$180~~its facilities,~~432~~ (iii) was unable to ~~Knockout~~satisfy assignificant anpayables ~~interim~~due ~~payment~~to ~~against~~third aparties, ~~future~~including its ~~equity~~independent ~~position~~auditors, infor ~~Knockout.~~work Ifperformed for the Company ~~obtains~~ ~~funding,~~and weto ~~may~~retain ~~purchase~~the upnecessary advisors to aprepare ~~10%~~and ~~equity~~complete ~~position~~the infinancial reports ~~Knockout~~required ~~pending~~by ~~further~~the ~~due~~Exchange ~~diligence~~Act toand ~~determine~~the ~~whether~~rules ~~or not~~and regulations of the ~~parties~~SEC. ~~will~~The ~~move~~Company ~~forward~~has ~~with~~engaged ~~the~~in ~~proposed~~virtually ~~transaction~~no business activities since June 2015.

In ~~September 2012~~2015, wethe ~~entered~~software ~~into~~development ~~employment~~operational ~~agreements~~efforts ~~with~~from MrBad Rabbit Inc. were transferred to 359 Mobile Inc. (“359”) to enable 359 at a future date to develop and deploy end-to-end ~~Craig~~solutions ~~Fielding,~~for ~~our~~both ~~CEO~~cloud and ~~CFO~~hosted based offerings in the mobile gaming, FinTech and Mrdata analytics markets and associated verticals. Utilizing ~~Pat~~open ~~Shuster,~~source software combined with the efforts of our ~~Chief~~development ~~Operating~~team, ~~Officer~~the ~~(COO)~~Company has recently created a new and ~~Secretary~~unique platform, which ~~provide~~it ~~cash~~intends ~~compensation,~~to market as the Universal Mobile Interface™ (“UMI”). At the heart is the capability ~~signing~~to ~~bonuses~~support fully regulatory regionally compliant financial and social transactions via Web and Mobile. This key differentiator enables us to approach many different markets that are in ~~Preferred~~the ~~Stock~~business of providing mobile connectivity, ~~stock~~secure ~~options~~transactional processing and ~~bonuses~~social ~~upon~~connectivity. ~~achieving~~359 ~~revenue~~will ~~milestones~~provide ~~through~~solutions ~~December~~developed 31based on the Company’s extensive history and experience in payment processing, ~~2016~~secure transactions management and end-to-end mobile vertical market offerings. ~~See~~The UMI platform will initially ~~Item~~be 11introduced ~~below.~~into Wethe ~~believe~~market ~~that~~utilizing itbranded ispartnership relationships in the ~~best~~FinTech, ~~interests~~data analytics, secure payment processing, compliancy lead transaction management, and digital social events sectors. The first deployment of the UMI will be in mobile gaming in the UK in 2018. Concurrent with that effort, the Company will continue to evaluate the feasibility of additional territory deployments based upon market analysis and regulatory issues. Additionally, the Company will evaluate opportunities to market its ~~shareholders~~current technologies in other industries. Going forward we expect our revenues to ~~retain~~be ~~these~~derived ~~individuals~~from transactions processed using our UMI software platform technology in various countries outside the US starting with the United Kingdom as we explore other international distribution opportunities. We will also explore any US opportunities that are feasible.

OnFinTech ~~September~~describes ~~21,~~an ~~2012,~~emerging ~~the~~financial ~~Company’s~~sector ~~board~~in ofthe ~~directors~~21st ~~approved~~century. ~~the~~The ~~creation~~term of“financial atechnology” ~~Series~~can Capply ~~Preferred~~to ~~Stock.~~any Ininnovation ~~connection~~in ~~therewith,~~how wepeople ~~filed~~transact abusiness. ~~certificate~~Since ~~of designations with~~ the internet ~~Nevada~~revolution ~~Secretary of State to create~~ and ~~reserve~~the ~~for~~mobile ~~future~~internet ~~issuance~~revolution, 40however,~~000,000~~ ~~shares~~financial oftechnology ~~Series~~has Cgrown ~~Preferred~~explosively, ~~Stock.~~and ~~The shares are voting~~FinTech, ~~will~~which ~~pay~~originally referred noto ~~dividend,~~computer ~~are~~technology ~~each~~applied ~~convertible~~to ~~into~~the ~~four~~back ~~(4)~~office ~~shares~~ of ~~common~~banks ~~stock~~or trading firms, ~~and~~now ~~have~~describes a ~~liquidation~~broad ~~preference junior~~variety toof ~~the~~technological interventions ~~Series~~into Apersonal and Bcommercial ~~Preferred Stock~~transactions. ~~No Series C shares have been issued to date.~~

InBetween ~~March~~July ~~2013~~11, we2008 ~~entered~~and ~~into~~August ~~negotiations~~31, ~~with Knockout Entertainment~~2017, awe ~~Nevada~~issued ~~corporation~~convertible notes aggregating approximately $12,311,634 (the “~~KOE~~Company Notes”), ~~for~~to ainvestors ~~future~~in ~~equity~~our ~~position~~Company to infinance ~~KOE~~operations. ~~Post~~These ~~funding~~Company ofNotes ~~the~~were issued in various tranches. Such Company, asNotes ~~discussed~~bear ininterest ~~Items~~at interest rates 1ranging between 5% and 7,24% weper ~~intend~~annum topayable ~~purchase~~at upmaturity toand amature 5%between ~~equity~~October ~~position~~2010 inand ~~KOE~~December ~~pending~~2017. ~~further~~The ~~due~~Company ~~diligence~~Notes tohad a ~~determine~~principal ~~whether~~balance orat ~~not~~August ~~the parties~~31, ~~will~~2017 ~~move~~of ~~forward~~$7,452,494 ~~with~~and ~~the~~accrued ~~proposed~~interest ~~transaction.~~of ~~The~~$4,859,140 ~~Company~~and ~~has~~are ~~elected~~convertible toat ~~expense~~any time, at the option ~~funds~~of ~~advanced~~the holder, at conversion prices ranging from $0.008 to ~~date~~$0.05 per share.

On February 6, 2013, the Company entered into a binding term sheet commitment (the “Term Sheet”) for a $30,000,000 funding agreement with AIC Group Holdings Limited, a corporation organized under the laws of the British Virgin Islands (“AIC” or “Funder”). Other than the Term Sheet, there is no other relationship between the Company and its affiliates and AIC.

The Term Sheet provided that AIC agreed to lend $30,000,000 to the Company in six (6) consecutive monthly installments (the “Loan”) with the first portion of the funding to begin no later than 60 days from the date of the Term Sheet. The installments will vary in size depending upon the working capital requirements of the Company at the time each installment is due. AIC may extend only the first installment one time for a period of up to 45 days. The Loan will bear interest at the rate of six percent (6%) per annum, payable quarterly in arrears beginning one year from the funding of the first portion of the Loan. The Loan and all remaining accrued and unpaid interest is due and repayable seven (7) years after the first funding installment; provided, however, that the Company may extend the repayment date for two successive one year periods by giving 90 day prior notice to AIC and paying an extension fee of 2% of the principal amount of the Loan to be renewed. If AIC defaults in advancing any installment of the Loan, then the Loan agreement shall terminate forthwith and the Company shall have no repayment obligation to AIC. The Company may prepay all or any portion of the Loan at any time without premium or penalty. The Company will grant AIC a first priority security interest in and to all of its assets including its Intellectual Property (“IP”) as collateral security for the Loan. If the Company defaults in making any repayment of interest or principal or under any other material terms and conditions of the Loan, AIC shall have the rights of a secured party under the security agreement to foreclose on the Company collateral to satisfy the Loan. The Company will pay a total of four percent (4%) of the Loan in origination fees to two consultants as each portion of the Loan is funded, and a one- time administrative fee of $150,000 that will be refunded if the funding of the Loan does not occur as scheduled. The Loan has yet to close, as discussed below.

~~AIC~~For ~~had~~the ~~also~~years ~~agreed~~ended toJune ~~use~~30, ~~its~~2017, ~~best~~2016, ~~efforts~~and to2015, ~~provide~~we ~~directly~~have orsecured ~~through~~net anworking ~~affiliate~~capital aof ~~bridge~~approximately ~~loan~~$0, ~~for~~ $20,~~000,000~~ ~~(the “Bridge Loan”) within sixty (60) days of the execution of the Term Sheet. The Bridge Loan shall bear interest at the rate of six percent (6%) per annum~~ and ~~shall~~$215,000 ~~be repayable~~ from ~~the~~an ~~first proceeds~~existing ~~under~~convertible ~~the~~note ~~Loan~~holder. IfIn ~~the Loan does not proceed~~addition, ~~then~~an officer of the ~~Bridge~~Company ~~Loan~~advanced ~~(amended~~approximately to $4174,000,~~000~~ ~~on May 22~~$139, ~~2013)~~000, ~~if made, will convert to a convertible note that shall continue to bear interest at six percent (6%) per annum~~ and be$1.33 ~~repaid~~million in one year from its date and be convertible into restricted shares of common stock of the Company at any time at a conversion rate equal to 85% of the average closing price per share of common stock of the Company for the ~~five~~respective ~~(5)~~2017, ~~days~~2016, ~~preceding~~and ~~the conversion date. The~~2015 ~~Bridge~~fiscal ~~Loan did not close during the 60-day period, as discussed below~~years.

AsThe Company’s ~~part~~Chief ofExecutive ~~the~~Officer ~~Loan,~~and ~~the~~Chief ~~Company~~Financial ~~agreed~~Officer tohas ~~issue~~attempted to ~~AIC~~raise anadditional ~~amount of~~capital ~~its~~to ~~shares~~be ofused ~~common~~in ~~stock as shall equal thirty–five percent (35%) of all of the issued and outstanding shares of common~~connection ~~stock~~with of the Company’s ~~calculated~~business ~~on a fully-diluted basis (the “AIC Shares”); provided~~plan, ~~however,~~including ~~that~~debt ~~the~~financing ~~issuance~~or ~~of the~~a ~~AIC~~private ~~Shares~~placement ~~shall~~or ~~not~~placements ~~occur until one year from the date~~ of ~~the~~our ~~first~~equity ~~funding of the Loan by AIC to the Company~~securities. ~~In the event~~ ~~that~~As ~~the~~a ~~Loan~~result orof ~~any~~these ~~portion thereof is not funded as scheduled~~efforts, ~~the~~it ~~Company~~became ~~shall~~intuitively ~~issue~~obvious ~~only~~ that, ~~portion of the AIC Shares to~~without ~~AIC that is calculated as~~ the ~~percentage~~Company ofbeing ~~the~~current ~~amount~~in ofits ~~the~~Exchange ~~Loan~~Act ~~actually~~reporting ~~funded~~obligations, ~~by AIC to~~ the ~~total~~Company ~~Loan~~would ~~amount. All of the AIC Shares shall~~ be ~~restricted~~unable ~~shares and AIC shall enter into a covenant neither~~ to ~~engage~~consummate in any ~~short~~of ~~selling~~the ~~nor to sell more~~transactions ~~than~~it ~~certain~~was ~~specified numbers of its shares during each quarterly period~~considering.

~~There~~We ~~are~~intend ~~other conditions~~ to ~~the~~raise ~~Loan~~additional ascapital ~~follows: (1) AIC shall~~through beprivate ~~given~~placements ~~the~~of ~~right~~our toequity ~~designate~~securities, upan toequity ~~two~~line ~~directors~~of tocredit ~~the~~or ~~Company’s~~a ~~Board~~rights ofoffering ~~Directors such appointments~~ to berecommence ~~made~~operations, inhire ~~time~~personnel, ~~with~~complete ~~the~~its ~~funding~~first ofmobile ~~the~~gaming ~~Loan.~~product ~~(2) AIC~~ and ~~the~~launch ~~Company~~that ~~shall~~product ~~enter~~in ~~into~~the aUnited ~~Business~~Kingdom ~~Services~~during ~~Development~~2018. ~~Agreement~~Nevertheless, ~~under which AIC will assist and advise~~ the ~~Company~~terms ~~in connection with development~~ of ~~its business under its business plan in effect from time to~~ ~~time.~~any ~~(3)~~such ~~The~~financing ~~parties will negotiate and execute certain agreements to reflect all of these~~ transactions ~~including~~are astill ~~loan~~undetermined ~~agreement, a secured promissory note, a share issuance~~ and ~~shareholders~~there ~~agreement,~~can abe ~~convertible~~no ~~bridge~~assurance ~~note,~~that awe ~~business~~will ~~services~~conclude ~~development agreement,~~any ~~and~~ such ~~other documents as the parties may mutually agree~~financing.

~~The~~To ~~AIC~~date, ~~Funding~~we ~~was~~have ~~expected~~not toengaged ~~close~~in onany ordefinitive ~~before May 31, 2013.~~negotiations ~~The~~with ~~closing~~potential ~~delay~~investors ~~was~~or ~~attributable~~lenders toregarding ~~AIC~~any ~~working~~private ~~through~~placement aof ~~complex~~our ~~process~~equity ~~with several international banks~~securities, ~~part~~equity ofline ~~AIC’s transaction, and the necessity~~ of ~~working~~credit ~~through~~or ~~all~~rights ~~the due diligence items prior to closing~~offering. ~~As a result of the delays~~ However, the Company ~~has~~is ~~negotiated~~currently anactively ~~Amendment~~speaking ~~No.~~and 1holding topreliminary ~~the~~negotiations ~~Term~~with ~~Sheet~~various ~~dated May 22~~capital, ~~2013~~equity toand ~~increase the Bridge Loan from $2 million to $4~~debt ~~million~~financing ~~with~~firms ~~the~~for ~~remaining funds of $30 million to be paid out over~~ the ~~next~~purposes ~~six months. The Bridge Loan shall bear interest at the rate~~ of ~~six~~establishing ~~percent~~sufficient ~~(6%)~~working ~~per~~capital ~~annum and will convert~~ to aaccomplish ~~convertible~~its ~~note~~strategic ~~that~~objectives ~~shall continue to bear interest at six percent (6%) per annum~~ and behopes ~~convertible into restricted shares of common stock of the Company at any time at a conversion rate equal~~ to ~~85% of the average closing price per share of common stock of the Company for the five (5) days preceding the conversion date.~~ ~~Ultimately~~consummate ~~AIC~~one ~~was~~or ~~unable~~more tofinancing ~~close~~transactions ~~this~~before ~~amended~~year ~~round~~end ofalthough ~~funding~~there ~~and~~can ~~the~~be ~~Company~~no ~~was~~assurance ~~advised~~ that ~~AIC~~it ~~experienced~~will ~~delays~~do ~~with its original funding partner but subsequently secured an alternative funding partner~~so. ~~AIC~~The ~~has represented to the Company that the funds~~proceeds ~~are~~from ~~now~~any ~~under~~such ~~AIC’s control and AIC is working with its bridge funding partners to provide the bridge~~ financing ~~in the near future. Due to the extreme delays experienced, the Company has informed AIC that should funding not occur as committed to, the Company~~ will ~~pursue~~be ~~all~~used ~~legal~~primarily ~~remedies available~~ to ~~recover~~provide ~~its~~us ~~$150,000~~with ~~funding~~working ~~deposit as well as damages relating to breach of contract and lost business opportunities~~capital. ~~Furthermore, the Company has expensed the financing fees.~~

For the year ended June 30, 2014, we have secured net working capital of approximately $645,000 from existing convertible note holders as well as approximately $1,491,000 from an officer of the Company.

The Company has faced and may continue to face significant uncertainty relating to liquidity and intends to continue to search for additional sources of working capital, and to actively search for collaborative partners. Many of the existing contracts and initiatives described in this Annual Report on Form 10-K require capital expenditures by Holdings to move forward and management anticipates that delays in project implementation will continue if funds are not available to it.

~~The~~Our ~~business description below describes our business in greater detail.~~Business

Holdings was incorporated as a transaction management company focusing on transaction processing solutions and products for the payment processing and financial transaction markets. Holdings has since transformed itself into a software development company and mobile publishing company focused on the delivery of digital content to mobile devices, including its suite of mobile offerings, delivery of mobile content, mobile payments solutions and products through a mix of on-deck partnerships, license agreements, and joint venture arrangements. Holdings has yet to product any revenue. Holdings has spent the last several years developing relationships that will enable us to participate in the emerging market of mobile gaming and FinTech. Through the efforts of our development team, we have the capability to deliver rich mobile content to end users who will use their smart phones in radically new ways. Our UMI has the capacity to open up opportunities in multiple business verticals, such as providing solutions in FinTech, data analytics, secure payment processing, compliancy lead transaction management and various digital social event sectors.

Universal Mobile Interface™ - the Solution for Going Mobile

Today’s current mobile application and transaction solutions are limited - whether it be in how users can interact, or the number of devices it can actually support. As companies look to mobile strategies, the picture gets extremely cloudy in how to develop a rich mobile offering that can resonate within the mass market. Our UMI is able to take the “how” out of planning and execution, encompassing all the components that allow for a rich mobile experience to be delivered to a handset.

~~OUR~~Our ~~BUSINESS~~first revenues from the licensing of our UMI software platform are expected to be realized in conjunction with the launch of our mobile gaming offerings in the United Kingdom in 2018. Concurrent with that effort, the Company will continue to evaluate the feasibility of additional territory deployments based upon market analysis and regulatory issues. Additionally, the Company will evaluate opportunities to market its current technologies in other industries.

~~Holdings~~Going ~~started~~forward ~~out~~we asexpect aour ~~transaction~~revenues management company focused on transaction processing solutions and products for the payment processing and financial transaction markets through a mix of on-deck partnerships, license agreements, and joint venture revenue share arrangements. Holdings has spent the last three years developing relationships and licensing agreements that will enable us to ~~participate~~be inderived ~~the~~from ~~emerging market of mobile gaming. Through~~transactions aprocessed ~~license~~using ~~arrangement and~~ our ~~development~~UMI ~~team,~~software weplatform ~~have~~technology ~~the capability to deliver rich mobile content to end users who will use their smart phones~~ in ~~radical~~various ~~new~~countries ~~ways.~~outside ~~Our~~the ~~Universal~~US ~~Mobile~~starting ~~Interface~~with ~~solution has~~ the ~~capacity~~United toKingdom open up opportunities in multiple business verticals. As a result, Consorteum now specializes in delivery of mobile content, mobile payment solutions and products through a mix of on-deck partnerships, license agreements, and joint venture revenue share arrangements. It operates as ~~a technology and services aggregator to meet the diverse needs of its client base by leveraging a wide range of products and~~we ~~services~~explore toother ~~develop~~international ~~end-to-end,~~distribution ~~turn-key card and payment transaction processing solutions~~opportunities. ~~The~~ ~~Company~~We will also ~~has~~explore ~~extensive expertise~~any ~~within~~US ~~the~~opportunities ~~Payments~~that ~~and~~are ~~Transaction Industry in North America and internationally~~feasible.

InMarket 2011, the Company established a working relationship with Tarsin Inc. (a Nevada Corp), dedicated to the delivery of digital media across all mobile devices. The Company realized that a license agreement with Tarsin Inc. would allow us to develop a new generation of digital solutions utilizing secure transactional services that could be tailored specifically to defined geographic locations. At its essence, our ability to operate a platform that allows the delivery of digital content to any mobile device will allow us to develop solutions for many market verticals including medical, banking, and gaming, e-commerce, and government applications.Overview

AsPeople ~~mentioned~~are ~~earlier,~~spending ~~the~~more ~~licensing~~time ~~agreement~~on ~~that~~their wemobile ~~have~~phones ~~reached~~than ever ~~and~~before. ~~should~~This benew ~~entering~~marketing ~~into~~world inconsists ~~the~~of ~~near~~terms ~~future~~like ~~with~~smart ~~NYG~~phones, ~~will~~SEO, ~~provide~~mobile ~~the~~sites, ~~Company with the right to license the CAPSA software platform~~geolocation, ~~make~~ ~~further enhancements to the platform~~ and ~~market~~social ~~and rebrand it~~marketing. ~~ThreeFiftyNine’s Universal Mobile Interface platform~~It istherefore ~~capable~~becomes ofimperative ~~providing~~for ~~digital~~companies ~~media~~ to aunderstand ~~wide~~these ~~range~~new types of ~~mobile~~consumers ~~handsets,~~ and ~~provides~~how ~~for~~best ~~the ability~~ to ~~securely~~reach ~~transmit~~them. ~~financial~~Technologies ~~information~~such toas ~~individual~~geolocation ~~handset~~and ~~owners. The UMI provides us with proven capabilities in the~~ mobile ~~handset~~tagging ~~market, which we~~ can ~~use~~ tohelp ~~ensure~~companies ~~cross~~and ~~functionality~~brands ofbetter ~~mobile~~understand ~~applications across a wide variety of handsets. At~~ the ~~heart is the capability to deliver any digital content across any cellular network to any~~ mobile ~~device.~~consumer ~~This key differentiator makes it possible for us to approach many different markets that are in the business of providing mobile connectivity~~ and ~~mobile~~deliver ~~content.~~more ~~With the development team in place~~targeted, ~~we will now begin to add additional businesses that complement our capabilities. Our new software solution will~~ berelevant ~~a second generation platform and will represent a key advantage for our company as we enter into the mobile gaming market~~messaging.

~~The~~According ~~Company~~to ~~understands~~data from Statista, the ~~complexities~~number of ~~delivering~~smartphone ~~digital media~~users ~~content~~worldwide ~~across~~is ~~mobile~~forecast ~~devices. Multiple different operating systems, user interfaces, and form factors have created enormous barriers~~ to ~~launching~~grow ~~commercial~~from ~~initiatives~~2.1 ~~Our~~billion ~~mobile~~in ~~solution~~2016 ~~combines a hybrid mobile application with a thin client server platform, allowing us~~ to ~~deliver~~2.5 ~~thin~~billion ~~client~~by ~~applications~~2019. ~~that~~Just ~~are~~over ~~handset~~36% ~~agnostic.~~of ~~359~~the world’s ~~UMI~~population ~~supports over 1500 different handset/tablets~~is ~~that~~projected ~~allow~~to ususe a ~~unique~~smartphone ~~capability~~by ~~to deliver optimum display content and device functionality to any mobile device. Naturally~~2018, ~~our~~ ~~UMI~~up ~~contains~~from ~~multiple~~about ~~security~~10% ~~functions~~in ~~including geo-fence and geo-location technologies~~2011.

~~Combined~~In ~~with our experience in~~ the ~~payment processing and financial transaction markets~~US, wedata ~~believe~~from ~~that~~Statista ~~recent~~indicates ~~advances~~there inwill ~~technology~~be ~~have~~approximately 223 ~~enabled~~million ~~smart~~smartphone ~~phones~~users toin ~~develop~~2017. ~~custom~~By ~~applications~~2019, ~~that will allow~~ the ~~phone~~number toof ~~process~~smartphone ~~payments,~~users ~~conduct~~in ~~banking transactions and emulate~~ the ~~traditional role that ATM machines now play~~U. ~~We intend~~S. tois ~~leverage~~expected ~~our expertise in mobile applications development~~ to ~~target~~increase ~~new opportunities~~ to ~~provide traditional banking~~approximately ~~and~~247.5 ~~payment services to our customers~~million.

~~Universal~~Industry ~~Mobile~~analysts ~~Interface~~such as smartinsights.com confirm ever-increasing usage ~~the~~of ~~Solution~~smart ~~for~~phones ~~Going~~by ~~Mobile~~people worldwide:

~~Today’s~~☐ ~~current~~One ~~mobile~~half ~~application and content solutions are limited - whether it be in how users can interact, or the number~~ of devices it can actually support. As companies look to mobile strategies, the picture gets extremely cloudy in how to develop a rich mobile offering that can resonate within the mass market Our UMI is able to take the “how” out of mobile planning, encompassing all ~~the~~local ~~components~~searches ~~that~~are ~~allow~~performed for a rich mobile experience to be delivered to a handset. In order to initiate and maintain connections with mobile consumers, it is absolutely critical for a platform to be interoperable between any mobile network and device. This full-service approach redefines how brands develop mobile strategies to strengthen their connections to consumers. 359 works with operators and multi-tier networks to successfully execute programs on ~~behalf of brands. 359’s UMI platform provides an end-to-end, versatile framework for brands to design once and deliver unparalleled~~ mobile experiences regardless of device or operating system upgrades. UMI is a comprehensive universal mobile content delivery solution that is based on web-standards and is carrier, operating systems and device agnostic. This allows companies to reach the broadest consumer base: 5200+ devices~~; 27+ languages; 180+ countries; non-native font support. Today, the UMI supports millions of mobile consumers, with thousands added daily.~~

4☐ Mobile tags provide more product information like comparison shopping offers than traditional barcodes

~~MARKET~~☐ ~~OVERVIEW~~86% of mobile internet users are using their devices while watching TV

~~People~~☐ ~~are~~29% ~~spending more time on their mobile phones than ever before. This new marketing world consists~~ of ~~terms like smart phones, SEO,~~ mobile ~~sites,~~users ~~geolocation,~~are ~~and~~open ~~social marketing. It therefore becomes imperative for companies~~ to ~~understand~~scanning ~~these~~a ~~new~~mobile ~~types~~tag ~~of consumers and how best~~ to ~~reach~~get ~~them.~~a ~~Technologies such as Geolocation and mobile tagging can help companies and brands better understand the mobile consumer and deliver more targeted, relevant messaging.~~coupon

In☐ ~~2011~~On average, ~~smart~~Americans ~~phone~~spend ~~sales surpassed computer sales for the first time~~2.7 Byhours ~~2012~~per ~~desktop~~day ~~and~~socializing ~~portable~~on ~~computer~~their ~~sales~~mobile ~~contracted for the first time ever, and smart phone penetration in the US passed 50%~~device. ~~While~~That’s ~~for~~over ~~manufacturers~~twice ~~this represents a notable change in~~ the ~~state~~amount of ~~the~~time ~~market,~~they ~~such~~spend ~~developments~~eating, ~~only~~and ~~reinforce~~over ~~our analysis~~1/3 ~~that~~of ~~digital publishing is moving past~~ the ~~tipping~~time ~~point~~they asspend asleeping ~~leading~~each ~~mechanism for consumer transactions~~day.

~~While~~☐ ~~overall~~The ~~retail~~top ~~sales~~5 ~~are~~items ~~low,~~people ~~they~~use ~~are~~their ~~proven and represent high growth, with e-Marketer’s report of June 2013 predicting UK~~ mobile ~~sales~~device ~~(m-commerce)~~for ~~of £6.7 billion in 2013 growing to £17 billion in 2017. We believe this trend will continue in other worldwide markets over the coming years.~~are:

In the U.S. in 2012, there were 105 million mobile Internet subscribers (mobile phones, tablets, etc.). According to eMarketer, that number was poised to grow 24 percent in 2013. According to industry analysts, mobile internet usage should over take desktop internet usage by the end of 2014. By 2016, U.S. mobile Internet subscribers are predicted to top 174 million people. Forbes reports that by 2017, 87 percent of all connected devices will be smart phones and tablets.

The global market has even more room for growth. Morgan Stanley estimates that while there were 1.1 billion global smart phone subscribers in 2012, the average growth rate for the top fifteen countries worldwide was an incredible 42 percent. This growth rate likely won’t slow soon—market penetration in these same fifteen countries is still only 17 percent of possible mobile subscribers.

Worldwide mobile phone users number over 5.5 billion, which provides a huge potential market just for those transitioning from regular mobile phones to smart phones. As reported in The Guardian, Smartphone sales passed 1 billion units in 2013 in China, one of our targeted markets.

Industry analysts such as smartinsights.com confirm ever increasing usage of smart phones by people worldwide:

· One half of all local searches are performed on mobile devices

· Mobile tags provide more product information like comparison shopping offers than traditional barcodes

· 86% of mobile internet users are using their devices while watching TV

· 29% of mobile users are open to scanning a mobile tag to get a coupon

· On average, Americans spend 2.7 hours per day socializing on their mobile device. That’s over twice the amount of time they spend eating, and over 1/3 of the time they spend sleeping each day.

· The top 5 items people use their mobile device for are:

Games 61%

Weather 55%

Search 50%

Social Network 49%

Music 42%

Utilizing the capability of the ThreeFiftyNine development team, we will be able to develop applications, which encompass all the components that allow for a rich mobile experience to be delivered to a handset. In order to initiate and maintain connections with mobile consumers, we believe it is absolutely critical for our platform to be interoperable between any mobile network and device. This full-service approach redefines how brands develop mobile strategies to strengthen their connections to consumers. While video and picture sharing on the Internet have been around for some time now, the task can be cumbersome and frustrating on most mobile devices. Multiple carriers and phone types with limited or no interoperability can make this potentially powerful communications tool languish in the background while texting and social networking Internet sites continue to grow and thrive. Compounding this problem is the continuing trend for mobile phone equipment manufacturers to offer new phones with additional capabilities while the mobile phone carriers are enhancing their 3G and 4G networks to allow users to take advantage of these capabilities.Competition

Historically, the applications market began with Native Applications developed for specific phone models and operating systems. Because the Apple iPhone initially dominated the Smartphone market, most applications were developed first for the current iPhone and then rewritten for the Android. Then as new Smartphone models were released or operating systems upgraded, the Native Applications had to be rewritten and customers were required to download new applications.

As mobile networks increased in speed and capability, Mobile Web Applications became popular for non-secure applications. Mobile Web Applications lack in security and can’t match the user experience of Native Applications; however, they do offer a less expensive alternative and do not require the constant support of Native Applications. To address the need for secure applications that offer a robust user experience, Hybrid Applications address the market needs. A Hybrid Application optimizes the unique functionality and display of mobile devices while utilizing the computing power of a host processor, usually in the cloud.

Cloud and SaaS models have broken through the trust barrier, giving hosted solutions full security approval in B2B markets. We believe that the reduction in reliance upon installed and maintained hardware, with the associated freedom to drive scale across multi-national footprints, will drive even greater adoption of cloud-based infrastructure. UMI incorporates a mobile platform delivering data from a cloud computing backend to deliver content and proper display to any mobile device.

Our UMI platform will allow cross operating system development and is unique in addressing the needs of the mobile gaming industry, which is complex and highly regulated, in key areas such as security, user authentication, geo-location and geo-fencing. By addressing all the market needs we are capable of achieving rapid development and low cost of ownership and mass market mobile device coverage. Other companies such as Cantor Wireless Gaming, Harrah’s, IGT and Bally Tech as well as William Hill, NV Sports Book and Boyd Gaming have put forward public strategies and initial offerings within the mobile gaming market, but we do not believe these companies have the history and pedigree in the needed technology to deliver a robust full featured mobile solution. There are a few development companies entering the market who claim to have a mobile platform to compete with our UMI; however, their product descriptions include caveats like “most popular models” and “current operating systems,” where our UMI can support all mobile devices.

Current solutions typically fall into one of two categories: Native Applications or Mobile Web Applications. Native Applications, while seemingly inexpensive to start, require OS updates as new versions and devices emerge. As traffic increases, these applications also suffer from an inability to properly scale. Web users experience browsers that are chaotic, painfully slow, and offer a poor passive user interface experience. Mobile Web Applications suffer limitations in device functionality like messaging, cameras, tilt, and geolocation. Our technology platform positions itself uniquely between the facets of native and mobile web applications providing high levels of satisfaction for:

	☐	User experience
	☐	Content management
	☐	Messaging and marketing capabilities
	☐	Security and compliance
	☐	Speed of market reach
	☐	Powerful multi-regional capability
	☐	Low cost of ownership

Because our technology solution is designed to work with all mobile handset devices, we believe the fragmentation developing in the operating systems of the major suppliers will work to our advantage. There is a clear need to deliver new and innovative solutions that are agnostic to the mobile handset manufacturer. Ultimately, 359 is positioning itself to lead the industry in this capability.

Notwithstanding the foregoing, we anticipate competition in our markets and for our products and services to be stiff. Many of our competitors have substantially greater resources than we do. There can be no assurance that we will compete successfully.

OUR PRIMARY SALES AND MARKETING STRATEGY

Enabling and Delivering Solutions to the Mobile Gaming Sector

The mobile gaming industry faces the most stringent technical and regulatory challenges, even more challenging than mobile banking by an order of magnitude. Requirements include geofencing within territorial borders and on-property, plus a sophisticated range of anti-fraud measures to validate the user’s account and mobile device. Mobile- and simcard-based technologies offer a flexible range of solutions, more so than online or web-based technology (where variable IP addressing negates many anti-fraud measures).

We believe there is a true market hunger for partnerships to mobilize and publish gaming content in full compliance with all legal and regulatory demands, by regulator and by territory. In Europe, licenses are also issued by territory and therefore gaming abroad demonstrates many of the same needs as seen in the US. Gaming operators in Europe are more advanced in their digital solution offerings than the US market has seen, although they have uncovered a range of new hurdles; base management, profiling and engagement; maximizing cross-sell and up-sell to their base; push messaging based on location and social media connectivity.

~~Existing~~The ~~Solutions~~online ~~and~~gambling ~~Limitations~~market is comprised of remote gaming activities by means of internet (desktop-based as well as mobile). According to a study conducted by Juniper Research, the value of wagers placed online in 2017 will be $550 billion. The market is projected to double to nearly $1 trillion by 2021. The study went on to further indicate that the “majority of net growth” is attributable to mobile. Global Online Gambling expects to see an expected growth rate of approximately 7.5 % based on 2016-2018 estimates (“Global Online Gambling,” Marketline February 2015).

~~Multimedia~~Europe ~~Messaging~~is ~~Service~~where many of the roughly 85 nations across the world that allow online gambling are located. Europe is also where roughly 40% of worldwide online gaming revenue is generated. There is still a lot of available growth in this market sector when one considers that nearly 56% of the world’s population is banned from accessing online casinos in their own countries.

~~One~~The ~~possible~~European ~~solution~~online isgambling ~~the~~industry ~~use~~is ~~of Multimedia~~expected ~~Messaging Service (MMS)~~ to ~~send~~grow ~~pictures and videos. MMS is~~ at a ~~standard~~Compounded ~~developed~~Annual byGrowth ~~the~~Rate ~~Open~~of ~~Mobile Alliance, an industry consortium~~3.1% ~~MMS~~during ~~can~~2016-2018 beaccording ~~an effective way~~ to ~~send~~analysts ~~pictures~~ from ~~one~~H2 ~~person~~Gambling ~~to another, but as the mobile experience moves from photo to videos and more importantly from point to point communication to social networks, MMS may begin to encounter substantial scalability issues~~Capital. ~~MMS~~H2 ~~approaches~~Gambling ~~the~~Capital ~~sending of rich media with a lowest common~~estimates ~~denominator to provide a video experience that will be common across handsets rather than providing~~ the ~~best~~European ~~possible experience~~online agambling ~~handset~~market ~~can~~at ~~provide~~$21.9 ~~More~~billion ~~specifically,~~by ~~MMS does not work consistently for video~~2018.

~~Other~~Based ~~limitations~~on ofthe ~~MMS~~foregoing, ~~include~~we foresee gaming opportunities for the Company, including but not limited to the following:

a. File size limitation. MMS videos are generally limited in duration by file size. Limits include 10, 15, or 30 second duration for video, and file size is often limited to 100, 200, or 300 Kbytes. These limits can be imposed both by carriers and by handset makers.

b. MMS video is not stored in “The Cloud.” A MMS file is generally not accessed easily from a PC. If the mobile phone user switches to another handset, that user must often first manually transfer the MMS picture or video to a PC and then transfer it back to the new handset, a cumbersome process.

c. Conversation limitations. MMS does not allow a fluid interface for back and forth “video conversations.” You cannot easily comment on someone’s MMS video.

d. Difficulty interfacing with social networks. While it is possible to post an MMS picture or video to a Facebook or Twitter account, it does not lend itself to a feature- rich mobile experience.

e. Standard setting delays. As new technologies to enhance MMS are developed, their adoption will be governed by the MMS standards setting process. This is likely to result in significant delays in enhancement, implementation, and evolution of the technology.

f. Video on Mobile Phones. Most major manufacturers of mobile phones already have, or plan to, deliver handsets with video capabilities into the market, often with multiple tiers of devices with unique profiles. Dozens of companies have developed and continue to maintain databases that capture the differences between handsets, at significant expense.

Smart phones:

Smart phones have emerged as a fast growing sector of the market, blending multi-media, data and internet access and mobile communications. The smart phone market, most of which by definition is media enabled, will be a growth market that will allow carriers to add a variety of revenue streams attached to data and multi-media messaging. The market demand for video sharing services will grow dramatically. Mobile phone equipment manufacturers continue to offer new phones with additional capabilities while the mobile phone carriers will need to enhance their 3G and 4G networks to allow users to take advantage of these capabilities.

Video and Picture Sharing Approaches

The current market is highly fragmented, with many companies and organizations offering service for the mobile phone video and picture market.

Generally, these services fall under five categories:

1. MMS, which was described earlier. 2. Mobile-to-Web, where mobile phone users post their pictures or videos on a Website to share with others. This category has a number of participants, and there is little product differentiation between and among them. 3. Web-to-Mobile, when pictures or videos are posted on Websites and then shared to phones using an open or proprietary application. This category may require a relationship with a carrier and also has a number of participants. 4. Proprietary Mobile-to-Mobile, where the user utilizes a proprietary application to send pictures or video from one phone to another. A carrier relationship may be required for this service. 5. Open Mobile-to-Mobile, where no proprietary application is required, nor is a carrier relationship.

While the entire market is nascent, leaders will emerge based on their brand recognition, number, or users in their network, ease of use and financial resources. Additionally, many of these services are free while others charge a use or monthly fee. Others appear to be focused on an advertising based model. At this time, the size of the market is indeterminable but is generally thought to be growing and viable. The size and ultimate viability of the market will be based on the ease of use, cost to use, adoption rate of smart phones and the acceptance of brands where mobile content delivery is a viable advertising medium.

COMPETITION

Historically the applications market began with Native Applications developed for specific phone models and operating systems. Because the Apple iPhone initially dominated the Smartphone market most applications were developed first for the current iPhone and then rewritten for the Android. Then as new Smartphone models were released or operating systems upgraded, the Native Applications had to be rewritten and customers were required to download new applications.

As mobile networks increased in speed and capability, Mobile Web Applications became popular for non-secure applications. Web Applications lack in security and can’t match the user experience of Native Applications but they offer a less expensive alternative and do not require the constant support of Native Applications. To address the need for secure applications that offer a robust user experience, Hybrid Applications address the market needs. A Hybrid application optimizes the unique functionality and display of mobile devices while utilizing the computing power of a host processor, usually in the cloud.

Cloud and SaaS models have broken through the trust barrier, giving hosted solutions full security approval in B2B markets. We believe the reduction upon reliance of installed and maintained hardware, with the associated freedom to drive scale across multi-national footprints, will drive even greater adoption of cloud-based infrastructure. The Universal Mobile Interface solution incorporates a mobile platform delivering data from a cloud computing backend to deliver content and proper display to any mobile device.

Our NYG license will allow cross operating system development but is unique in addressing the needs of the gaming industry, which is complex and highly regulated. Our offering addresses key issues such as security, user authentication, geo-location and geo-fencing. Addressing all the market needs allows rapid development and low cost of ownership and mass market mobile device coverage. Other companies such as Cantor Wireless Gaming, Harrah’s, IGT and Bally Tech as well as William Hill, NV Sports Book and Boyd Gaming have put forward public strategies and initial offerings within the gaming market but we do not believe these companies have the history and pedigree in the needed technology to deliver a robust full featured mobile solution. There are a few development companies entering the market who claim to have a mobile platform to compete with our UMI, however, their product descriptions included caveats like “most popular models” and “current operating systems” where our UMI can support all mobile devices.

Current solutions typically fall into one of two categories: native applications or web technology. Native applications, while seemingly inexpensive to start require OS updates as new versions and devices emerge. As traffic increases these applications also suffer from an inability to properly scale. Web users experience browsers that are chaotic, painfully slow, and offer a poor passive user interface experience. Web based applications suffer limitations in device functionality like messaging, cameras, tilt, and geolocation. Our technology platform positions itself uniquely between the facets of web and native applications providing high levels of satisfaction for:

· User experience · Content management · Messaging and marketing capabilities · Security and compliance · Speed of market reach · Powerful multi-regional capability · Low cost of ownership

Because our technology solution is designed to work with all mobile handset devices, we believe the fragmentation we see developing in the operating systems of the major suppliers will work to our advantage. There is a clear need to deliver new and innovative solutions that are agnostic to the mobile handset manufacturer. Ultimately ThreeFiftyNine is positioning itself to lead the industry in this capability.

Notwithstanding the foregoing, we anticipate competition in our markets and for our products and services to be stiff. Many of our competitors may have substantially greater resources than we do. There can be no assurance that we will compete successfully.

OUR SALES AND MARKETING STRATEGY

Digital Gaming Strategy

Publishing content and managing transactions in a highly regulated environment such as gaming also passed a key tipping point in 2012. In the US, 44 States allow some category of paid gaming or betting, primarily for Race Book; and three states, Nevada, Delaware and New Jersey currently offer online and mobile gambling. In the last 12 months the first five or six states have made progress in, or completed, digital gaming regulatory approval processes, led by Nevada and more recently New Jersey.

As reported in the Washington Post, at least nine states are expected to consider allowing online gambling in the next twelve months The Post expects to see movement to consider legislation that would authorize or expand Internet gambling in California, Colorado, Hawaii, Iowa, Louisiana, Massachusetts, Mississippi, and Pennsylvania. In five of those states (California, Hawaii, Iowa, Massachusetts, and Pennsylvania) such legislation has either already been introduced or carried over from last year.

US gaming faces the most stringent technical and regulatory challenges, even more challenging than mobile banking by an order of magnitude. Requirements include Geo-fencing within territorial borders and on-property, plus a sophisticated range of anti-fraud measures to validate the user’s account and the device. Mobile- and simcard-based technologies offer a flexible range of solutions, more so than online or web-based technology (where variable IP addressing negates many anti-fraud measures).

We believe there is a true market hunger for partnerships to mobilize and publish gaming content in full compliance with all legal and regulatory demands, by regulator and by territory. In Europe, licenses are also issued by territory and therefore gaming abroad demonstrates many of the same needs as seen in the US. Gaming operators in the EU are more advanced in their digital solution offerings than the US market has seen, although they have uncovered a range of new hurdles; base management, profiling and engagement; maximizing cross-sell and up-sell to their base; push messaging based on location and social media connectivity.

Global gambling revenues passed US$ 417 billion, and about $125 billion of that is generated inside the U.S.; according to the latest research undertaken by Investor’s Place in a July 2013 article. This figure is an increase of 5.6% on the previous year.

The internet has given rise to an ever increasing trend in gambling. It’s becoming easier than ever to take a chance online. Interactive gambling accounted for 8.4% of global gambling revenues in 2012, up from 8.0% in 2011. This figure would suggest there is still room for further growth in the Interactive sector, especially if the US does adopt some kind of federal or state regulation for Internet gambling in the coming years. In 2012, online gambling revenue was only 8% of global gaming revenue. But that’s still €21.7 billion, not bad when you consider that the cyber-space portion only weighed in at €6.6 billion back in 2003. H2 Gambling Capital believes this growth will continue at a rate of 30% within the next three years, projecting a market worth €28.24 billion by 2015.

Commenting on the figures, Global Betting and Gaming Consultancy’s (“GBGC”) Director Lorien Pilling said, “GBGC is forecasting that global gambling revenues will reach US$ 500 billion by 2014”. The market trend towards digital gaming has been reinforced by major technology investments by William Hill and Ladbrokes to name just a few with the focus on seizing market share of a growing digital gambling market estimated by Juniper Research to be worth $100 billion by 2017.

Some of the gaming opportunities we foresee include but are not limited to:

Mobile Marketing Services – Providing loyalty card and group offerings to Casinos and Hotel chains, allowing the property to have a presence with the members via SMS, MMS and mobile application offerings, creating a one to one marketing experience connecting ties to points, rewards and offerings.

Mobile Sports Book (real time) – Providing all the end- to- end mobile infrastructure from cloud hosting, application design, mCommerce, authentication, security, location services and application publishing for sports book operators globally.

~~Mobile~~The ~~Lottery~~Company –also ~~Providing~~believes athere ~~turnkey~~are ~~offering~~significant opportunities tofor ~~allow~~us ~~lottery operators~~ to ~~take~~provide ~~their~~mobile ~~retail~~fixed ~~proposition~~odds tobetting ~~mobile~~solutions ~~from~~as ~~the~~well ~~application~~as ~~design,~~social ~~mCommerce,~~based ~~security~~transactional ~~and publishing~~solutions.

Sales and Distribution

WeThrough ~~have~~ existing ~~business~~relationships, ~~partners~~and ~~that~~discussions wewith ~~are currently working~~potential ~~on developing applications for. We intend to extend our base of~~ business ~~globally. Once funding is achieved~~partners, we ~~plan~~are toassessing ~~enter~~the ~~into contracts~~feasibility ~~with~~of ~~existing~~introducing ~~casinos~~our ~~that desire to add~~ mobile gaming ~~and~~products ~~wagering~~in tocountries ~~their~~outside ~~offerings.~~the ~~The~~US, ~~addition of a mobile wagering/sports~~with ~~betting platform allows~~ the ~~casinos~~intention to brand a new capability and attracts new clients to the property. Typically we will enter into a contract to provide custom gaming and wagering and additionally we will charge a per user fee which may include a percentage of ~~the~~extending ~~wage~~our orbusiness ~~gaming “rake”~~worldwide.

~~Although~~Upon ~~the~~receipt ~~Company~~of ~~will~~sufficient ~~initially~~funding, ~~focus~~we ~~its~~plan ~~resources~~to onenter ~~generating~~into contracts ~~revenue~~with ~~from~~existing ~~the~~casinos ~~sale~~that ofdesire to add mobile gaming and wagering ~~contracts~~to their offerings. The addition of a mobile wagering/sports betting platform allows the casinos to brand a new capability and attracts new clients to the property. Typically, we ~~also~~would ~~intend~~enter into toa ~~look~~contract ~~for~~to ~~other~~provide ~~non-~~custom gaming ~~based~~and ~~opportunities~~wagering and charge a per user fee, which may include a percentage of the wage or gaming “rake.”

~~Having~~Intellectual ~~conducted a review of adjacent markets, we are confident that secure, compliant digital publishing and transaction solutions are a key component in the following:~~Property

~~E-health~~The Company holds various trademarks but no patents or copyrights. The Company has experience developing, leasing and supporting various programming solutions in the US gaming market, such as the release of Sports Connection (www.sclv.com). In the mobile gaming market, our intellectual capital and our human capital will form the foundation for various partner programs and the Company’s internal go to market strategies.

~~1. increasingly turning mobile, for basic messaging communications right through to health apps~~6

~~2. US security led by the HIPPA rules (Privacy, Security and Breach Notification)~~Regulation

3.We ~~The~~are UNin ~~champions~~compliance ~~health~~with ~~apps~~all material mobile regulatory controls, such as VeriSign, Safe Harbor, and all carrier commerce and mobile consumer privacy regulations. 359 has managed the in 7life support ~~key~~program ~~areas:~~for Class 3 mobile gaming pursuant to Nevada Gaming Board regulations.

·The ~~Education~~Company ~~and~~intends ~~awareness~~to comply with all regulations applicable to its business as it develops.

~~· Helpline~~Funding

·We ~~Diagnostic~~have not received any funding commitments and ~~treatment~~there ~~support~~can be no assurance that we will raise sufficient financing for the projects and applications described herein. Our financial results to date are reflective of an early stage company that has pilot projects in place, but no active programs. If we are not successful in raising funds in the amounts and the times required, our ability to implement one or more of the projects described above will be adversely affected.

·Employees ~~Communication~~ and ~~training for healthcare workers~~Consultants

·As ~~Disease~~of October 14, 2017, the Company (and ~~epidemic~~its ~~outbreak~~subsidiaries) ~~tracking~~had a total of two employees. The Company engages the services of independent contractors to assist with developing our product offerings. We plan to engage full-time employees as our business develops and when we obtain sufficient working capital.

·Available ~~Remote monitoring~~Information

·We ~~Remote~~will ~~data~~provide, ~~collection~~upon request and free of charge, paper copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to the foregoing reports, as soon as is reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”). A copy of this Annual Report on Form 10-K is located at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The public may also download these materials from the SEC’s website at http://www.sec.gov.

Government

1. Local and national government organizations are looking to digital transformation to lead new ways of working

2. Increases accessibility, accountability and cost effectiveness

3. Increases population (and voter) engagement in the 35 and under age demographic

Finance and m-commerce

1. Micropayment solutions such as PayPal or adding small costs to phone bills are now widely accepted

2. Secure mobile banking solutions to underserved areas typically limited to “shadow banking” operations.

Our funding commitments have not yet materialized and there can be no assurance that we will raise any of the financing we need for the projects and applications described above. Our financial results to date are reflective of an early stage company that has pilot projects only in place but no active programs. If we are not successful in raising funding in the amounts and the times required, our ability to implement one or more of the projects described above will be adversely affected.

INTELLECTUAL PROPERTY

Intellectual property that has been licensed as part of our current business deals include cloud development and deployment technology, operating system authentication, white and black list control, mobile device ID verification and empirical application feature support, geo-location support, geo-fence technology and multi brand and location mobile application support. In addition, we will be entering into a license agreement with NY Group for the CAPSA platform in the near future.

REGULATION

We are fully compliant with the main mobile regulatory controls such as VeriSign, Safe Harbor, and commerce, and all carrier commerce and mobile consumer privacy regulations. The original Tarsin CAPSA platform (developed by the 359 team) is approved by the Nevada Gaming Board as a mobile payment based application and approved solution.

EMPLOYEES AND CONSULTANTS

At September 8, 2014 the Company (and its subsidiaries) had seven (7) employees. We expect no significant changes in the number of our employees. The Company engages the services of independent contractors to assist it with developing our product offerings. We plan to engage full-time employees as our business develops and when we obtain sufficient working capital. All payments made to our employees in calendar 2014 will be properly reported to government agencies.

In September 2012, all existing management contracts were terminated by mutual agreement with the parties effective August 31, 2012. On September 1, 2012, the Company entered into an Executive Employment Agreement with each of Craig Fielding, CEO and CFO of Consorteum Holdings Inc., and Patrick Shuster, COO and Secretary of Consorteum Holdings, through December 31, 2016. These changes in management contracts were undertaken in light of our financial position and in order to better position us to attract additional financing. Furthermore, as set out in the financial statements, these individuals exchanged significant liabilities that existed as of June 30, 2012, in consideration for issuance of common stock as a subsequent transaction.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the ~~Securities~~ Exchange Act ~~of 1934, as amended (“Exchange Act”),~~ and are not required to provide the information under this item. See “Forward Looking Statements,” above.

ITEM 1B. UNRESOLVED STAFF COMMENTS

~~We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item~~None.

ITEM 2. PROPERTIES

The Company’s ~~maintains~~corporate anheadquarters ~~office~~are located at ~~6-14845~~1870 The ~~Yonge Street~~Exchange, Suite ~~#348~~100, ~~Aurora~~Atlanta, ~~Ontario,~~Georgia ~~Canada~~30339-2021. ~~L4G~~These ~~6H8.~~premises ~~The~~consist ~~Company~~of ~~also~~approximately ~~leases~~600 ~~office~~square ~~space~~feet in ~~Incline~~a ~~Village,~~multi-tenant building ~~Nevada~~leased ~~where~~by the ~~principal operations~~Company offrom ~~ThreeFiftyNine~~an ~~Inc.~~unaffiliated ~~occur~~third party pursuant to a month-to-month lease ~~executed~~with inthe ~~July~~option ~~2013.~~to ~~The~~convert ~~monthly rent is approximately $4,500. The~~to ~~initial~~a ~~lease~~longer ~~was~~term ~~for~~at ~~three~~the ~~months~~Company’s ~~with~~sole ~~various~~option. ~~options~~Current tomonthly ~~extend~~rent ~~through~~under ~~July~~this ~~2015~~lease ifis ~~desired~~approximately $2,500.

In addition, the Company has a virtual office space in the London Bridge News Building located at 3 London Bridge Street, London SE19SG England These premises consist of approximately 100 square feet in a multi-tenant building leased by the Company from an unaffiliated third party pursuant to a month-to-month lease with the option to convert to a longer term at the Company’s sole option. Current monthly rent under this lease is approximately $200.

ITEM 3. LEGAL PROCEEDINGS

OnAs ~~June~~of ~~27,~~the ~~2012~~fiscal ~~plaintiffs~~year ~~Joseph~~ended R.June ~~Cellura~~30, as2014, ~~Chairman~~the ~~and~~Company ~~CEO~~was a ofcreditor ~~Game2Mobile~~in ~~and~~two ~~Joseph~~related R.bankruptcy ~~Cellura~~cases ~~individually filed a summons and complaint~~ in the ~~United~~U.S. ~~States~~Bankruptcy ~~District~~ Court, ~~for~~Northern ~~the Southern~~ District of ~~New~~California ~~York~~ (~~the~~ “Court”). ~~against the~~ The Company, ~~our~~filed ~~COO~~proofs ~~Patrick~~of ~~Shuster~~claim ~~(“Shuster”),~~and ~~CEO~~submitted ~~Craig Fielding~~an ~~(“Fielding”)~~administrative ~~and~~expense ~~certain~~claim ~~other~~for ~~defendants~~critical ~~not~~support ~~affiliated~~services ~~with~~rendered ~~the~~to ~~Company~~debtors ~~(the~~in both ~~“Action”).~~In ~~The Company~~re Game2Mobile, ~~Shuster~~Case ~~and~~No. ~~Fielding~~13-52062 ~~were~~and ~~never~~In ~~served~~re ~~with~~Tarsin, ~~the~~Inc. ~~summons~~Case ~~and~~No. ~~complaint,~~13-53607. ~~and,~~On ~~upon~~or ~~information~~about ~~and~~June ~~belief~~10, ~~neither~~2014, ~~were any~~the ofCourt approved the ~~remaining~~debtors’ ~~defendants.~~motion ~~Plaintiffs~~to ~~alleged~~sell 12substantially ~~different~~all ~~causes~~ of ~~action~~their ~~against~~assets ~~various~~to ~~defendants~~NYG Holdings, ~~but~~LLC ~~only~~(“NYG”) ~~Count~~and ~~XI was~~a ~~alleged~~related ~~against~~motion to ~~the~~approve ~~Company.~~a Incompromise ~~this~~of ~~count,~~controversy ~~plaintiff~~with ~~Cellura~~Tarsin ~~individually alleged that the Company~~ (~~among other defendants~~Europe) ~~breached~~ ~~his~~LTD., ~~employment agreement with~~ the ~~Company~~largest ~~and~~unsecured ~~sought~~creditor ~~damages~~ in ~~excess~~these ofbankruptcy ~~$5,000,000~~cases. ~~The~~As related ~~complaint~~to ~~did~~the ~~not~~sale, ~~give any detail of~~ the ~~specific~~Company ~~breaches~~negotiated bya ~~any~~settlement ofwith ~~the~~NYG ~~defendants;~~whereby, ~~nor~~among ~~did~~other itthings, ~~describe~~NYG ~~how~~would ~~plaintiff~~grant ~~had~~the ~~been~~Company ~~damaged for~~ a ~~sum in excess of $5,000,000.~~new ~~The~~license ~~complaint~~for ~~also~~the ~~alleged~~CAPSA ~~certain~~platform ~~securities~~and ~~law violations against all individual defendants. Lastly,~~ the ~~complaint~~Company ~~alleged~~would ~~various causes~~withdraw ofits ~~action~~claims ~~against~~in the ~~individual~~bankruptcy ~~defendants~~cases ~~for~~upon ~~intentional~~receipt ~~infliction~~ of ~~emotional~~the ~~distress,~~license ~~breach of fiduciary duty,~~with ~~defamation,~~NYG. ~~and~~On ~~interference~~August ~~with various business opportunities~~31, ~~prospective advantage~~2017, NYG and ~~negligent~~the ~~supervision.~~Company ~~The~~mutually ~~Company never~~agreed ~~entered~~to ~~into~~terminate ~~any~~the ~~employment~~license agreement ~~with~~effective ~~Mr.~~December ~~Cellura.~~31, ~~The~~2016, ~~Company~~as discussed ~~also had various counterclaims against Mr~~above. ~~Cellura.~~

InFor ~~October 2012,~~ the ~~Company~~quarterly ~~and~~periods ~~Cellura~~beginning aswith ~~well~~the asquarterly ~~certain of the~~period ~~individual~~ended ~~defendants~~September ~~named~~30, in2013 ~~the~~and ~~Action~~ending ~~entered~~with ~~into~~the aquarterly ~~settlement~~period ~~agreement~~ended ~~pursuant~~June to30, ~~which~~2015, ~~(among~~Bad ~~other~~Rabbit ~~matters)~~was ~~Cellura~~unable ~~agreed~~ to ~~discontinue~~remit ~~the~~its ~~Action~~portion ~~against the Company and file a stipulation~~ of Federal ~~discontinuance~~Employment ~~with~~taxes ~~prejudice~~due ~~with~~to the ~~Court~~Company’s incash ~~which the Action was pending~~position. The ~~parties~~fully ~~also~~accrued ~~agreed~~payroll totax ~~exchange~~liability, ~~general~~including ~~releases~~penalties and ~~with~~interest ~~each~~to ~~other~~date, ~~such~~is ~~that~~approximately ~~all~~$585,000. ~~claims~~This byliability ~~Cellura~~is ~~and~~fully ~~his affiliates~~accrued. ~~against~~Bad ~~the~~Rabbit ~~Company~~ceased ~~were~~operations ~~resolved;~~in ~~the~~2015. ~~stipulation~~The ofCompany is ~~discontinuance~~currently ~~was~~in ~~filed~~discussions with ~~the~~tax ~~Court~~professionals ~~and~~to awork ~~general~~out ~~release agreement~~a ~~was~~settlement ~~executed~~of ~~and~~all ~~delivered~~amounts byincluding ~~all~~penalties ~~parties~~and oninterest orand a ~~about~~mutually ~~October~~acceptable ~~31,~~installment ~~2012~~payment ~~ending~~plan with the ~~Action~~IRS.

AsOn ofor ~~the~~about ~~fiscal~~March ~~year~~17, ~~end~~2017, the ~~Company~~State ~~was~~of aNevada ~~creditor~~Department ~~in two related~~of ~~bankruptcy~~Employment, ~~cases~~Training in& ~~the~~Rehabilitation, ~~U.S.~~Employment ~~Bankruptcy~~Security ~~Court,~~Division ~~Northern~~obtained ~~District~~a ofjudgment ~~California~~in ~~(“Court”).~~the ~~The~~First ~~Company~~Judicial ~~filed~~District ~~proofs~~Court of ~~claim~~the ~~and~~State ~~submitted~~of anNevada ~~administrative~~in ~~expense~~and ~~claim~~ for ~~critical~~Carson ~~support~~City ~~services~~against ~~rendered~~Bad ~~to debtors in both In re Game2Mobile~~Rabbit, ~~Case~~ ~~No. 13-52062 and In re Tarsin,~~ Inc. ~~Case~~in ~~No. 13-53607. On or about June 10, 2014,~~ the ~~Court~~amount ~~approved the debtors’ motion to sell substantially all~~ of ~~their assets to NYG Holdings~~$64,674 ~~LLC~~together ~~(“NYG”)~~with ~~and~~interest ~~a related motion to approve a compromise~~thereon offor ~~controversy~~delinquent ~~with~~payroll ~~Tarsin (Europe) LTD.~~taxes, ~~the~~penalties ~~largest~~and ~~unsecured creditor in these bankruptcy cases~~interest. AsSuch ~~related~~amount toremains ~~the~~unpaid ~~sale, the Company negotiated a settlement with NYG whereby, among other things, NYG would grant the Company a new license for the CAPSA platform~~ and ~~the~~continues ~~Company~~to ~~would~~accrue ~~withdraw its claims in the bankruptcy cases upon receipt of the license with NYG~~interest. ItThe ~~is anticipated that~~Company ~~the~~has ~~Company~~accrued ~~will~~these ~~enter into the license agreement with NYG in the near future and make appropriate bankruptcy filings thereafter~~liabilities.

On or about May 24, 2016, a judgment was entered in the Ontario Superior Court of Justice (Court File No. CV-15-522603) on behalf of Merchant MPowerTec Marketing Inc. (“MPower”) against Consorteum Inc., a Canadian corporation and a long inactive subsidiary of the Company, for the balance of a loan amounting to C$143,500 (US $110,000) owing to MPower along with payment of interest at a rate of 18% being C$145,638 to such date payable to MPower plus court costs of approximately $2,000. A personal guarantor has paid approximately US $60,000 of this judgment, while the balance remains unpaid by Consorteum Inc. and continues to accrue interest. The Company has tried unsuccessfully to settle this issue with MPowertec by issuance of a convertible note. The total liability as at June 30, 2017 is US $250,000, which has been accrued.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

108

PART II

Our shares of common stock are currently traded on the Over the Counter Bulletin Board (“OTCBB”) under the symbol “CSRH.QB.” Investors can find real-time quotes and market information on the Company on www.otcmarkets.com.

The table below presents the range of high and low closing bid prices ~~shown below is~~ as reported by the OTCBB. We consider our stock to be “thinly traded” and any reported sale prices may not be a true market-based valuation of the stock. Some of the bid quotations from the OTCBB ~~Bulletin Board~~ set forth below may reflect inter-dealer prices, without retail mark-up, ~~mark-down~~markdown or commission and may not represent actual transactions.

Per Share Common Stock Bid Prices by Quarter

For the ~~Fiscal~~Calendar ~~Years~~Quarters ~~Ended~~From June 30, 2015 ~~2014~~Through ~~and 2013~~June 30, 2017

		~~HIGH~~		HIGH		~~LOW~~		LOW
Quarter Ended September 30, 2013		$	0.0121			$	0.0051
	Quarter Ended June 30, 2015			$	0.0070			$	0.0022
Quarter Ended December 31, 2013		$	0.0200			$	0.0054
	Quarter Ended September 30, 2015			$	0.0050			$	0.0011
Quarter Ended March 31, 2014		$	0.0125			$	0.0060
	Quarter Ended December 31, 2015			$	0.0032			$	0.0007
Quarter Ended June 30, 2014		$	0.0180			$	0.0045

		~~HIGH~~		HIGH		~~LOW~~		LOW
Quarter Ended September 30, 2012		$	0.0070			$	0.0012
	Quarter Ended March 31, 2016			$	0.0060			$	0.0006
Quarter Ended December 31, 2012		$	0.0150			$	0.0020
	Quarter Ended June 30, 2016			$	0.0018			$	0.0006
Quarter Ended March 31, 2013		$	0.0450			$	0.0093
	Quarter Ended September 30, 2016			$	0.0009			$	0.0007
Quarter Ended June 30, 2013		$	0.0399			$	0.0100
	Quarter Ended December 31, 2016			$	0.0014			$	0.0005
	Quarter Ended March 31, 2017			$	0.0012			$	0.0005
	Quarter Ended June 30, 2017			$	0.0013			$	0.0007

Holders of common equity

As of October 1418, ~~2014~~2017, we had approximately ~~231~~232 record holders of our common stock. The number of record holders was determined from the records of our transfer agent and does ~~not~~ not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers and ~~registered~~ registered clearing agencies.

Dividend information

We have not declared or paid a cash dividend to stockholders ~~since~~ since our company was organized. Our board of directors presently intends to retain any earnings to finance operations and does not expect to authorize cash dividends in the foreseeable future. Any payment of cash dividends in the future will depend upon the ~~earnings~~Company’s results of operations, financial condition, contractual restrictions, capital requirements and other factors deemed relevant by the board of directors.

~~RECENT~~Issuer ~~SALES~~Purchases OFof ~~UNREGISTERED SECURITIES~~Equity Securities

~~None~~The ~~but~~Company ~~see~~has ~~Note~~never 11purchased ofnor ~~Notes~~does toit ~~Consolidated~~own any equity securities ~~Financial~~of ~~Statements~~any other issuer.

Recent Sales of Unregistered Securities

During fiscal 2017, the Company issued 2,000,000 shares of Series B preferred stock to the Company’s primary convertible noteholder in consideration of his continuing financial support of the Company. On August 12, 2017, the Company issued an additional 2,000,000 shares of Series B preferred stock to the primary convertible noteholder in consideration of his continuing financial support of the Company. The issuance of all such shares by the Company was exempt from registration under Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering.

ITEM 6. SELECTED FINANCIAL DATA

WeAs ~~are~~ a ~~smaller~~Smaller ~~reporting~~Reporting ~~company~~Company, as defined by Rule 12b-2 of ~~the~~ the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information ~~required~~requested ~~under~~by this ~~item~~Item.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EXECUTIVE LEVEL OVERVIEW

Consorteum Holdings has spent the last year recasting the direction of the Company. We intend to take advantage of the opportunities that we have identified in the digital delivery of content to mobile devices. The market opportunities that are opened to a company that can master the technology of delivering any digital content in a secure, geographically precise area, across any smart phone or mobile device are vast. Our main task has been to narrow our initial focus on the market of mobile gaming. The technology necessary to successfully deliver endForward-~~to-end~~Looking gaming content for our customers requires the platform to be capable of a secure financial transaction, with complicated rules of winning, regulated by a government entity that depends on location based services. If you break apart each of the technology barriers outlined, you can begin to see how powerful our advantage will become as we go to market with customers in the gaming, medical and pharmaceutical industry, government services and financial transaction e-commerce businesses.Information

11This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, regarding, among other things, the Company’s plans, earnings, cash flow and expense estimates, strategies and prospects, both business and financial. All statements other than statements of current or historical fact contained in this report are forward-looking statements. The words “believe,’’ “expect,’’ “anticipate,’’ “should,’’ “plan,’’ “will,’’ “may,’’ “intend,’’ “estimate,’’ “potential,’’ “continue’’ and similar expressions, as they relate to the Company, are intended to identify forward-looking statements.

~~Our~~The ~~decision~~Company tohas ~~enter~~based ~~into~~these aforward-looking ~~licensing~~statements ~~agreement~~largely on ~~with~~its ~~Tarsin~~current ~~Inc. to~~expectations ~~enable~~and ~~our~~projections ~~use~~about offuture ~~their~~events, ~~first~~financial ~~generation~~trends, ~~CAPSA~~market ~~platform~~opportunities, ~~for~~competition, ~~mobile~~and ~~content~~the ~~delivery~~adequacy of ~~enabled~~the Company’s available cash resources, which the Company believes may affect its financial condition, results of operations, business strategy and financial needs. This Form 10-K also contains forward-looking statements attributed to ~~validate~~third ~~the~~parties. ~~market~~All ~~opportunities~~such statements can be affected by inaccurate assumptions, including, without limitation, with respect to risks, uncertainties, new business prospects and the rate of expense increases. In ~~addition~~light of these risks, uncertainties and assumptions, the ~~Company~~forward-looking statements ~~anticipates~~in ~~executing~~this areport ~~long~~may ~~term~~not ~~licensing~~occur ~~agreement~~and ~~with~~actual ~~NYG~~results ~~Holdings~~could ~~LLC~~differ materially from those anticipated or implied in the ~~near~~forward-looking ~~future~~statements. toFor ~~preserve~~these reasons, and because of the ~~Company’s~~uncertainty ~~right~~relating to ~~utilize~~ the ~~CAPSA~~current ~~platform.~~financial ~~This~~conditions ~~agreement~~in ~~will~~today’s ~~actually~~economic environment ~~improve~~and the potential change in demand for the Company’s ~~position~~ byproducts, ~~enabling~~you ~~the~~should ~~ThreeFiftyNine~~not ~~development~~consider ~~team~~this information to ~~create~~be a ~~platform~~guarantee ~~improvements,~~by ~~rebrand~~the ~~and~~Company ~~market~~or ~~the~~any ~~enhanced~~other ~~platform which~~person that its objectives and plans will be ~~known~~achieved. asWhen ~~the~~you ~~Universal~~consider ~~Mobile~~these ~~Interface.~~forward-looking statements, Ityou isshould ~~our~~keep ~~belief~~in ~~that~~mind the ~~UMI~~“Risk ~~platform~~Factors” ~~will~~and ~~lead~~other ~~the~~cautionary ~~market~~statements set forth in this Item 7 and elsewhere in this Form 10-K. The Company’s forward-looking statements speak only as of the ~~capability~~date made. The Company undertakes no obligation to ~~deliver~~update ~~unique~~or ~~solutions~~revise toany ~~customers~~forward-looking ~~that~~statements, ~~will~~whether ~~become~~as ~~the~~a ~~basis~~result of ~~our~~new ~~revenue~~information, ~~moving~~future ~~forward~~events or otherwise.

InThe ~~August~~following ~~2013,~~discussion ~~the~~and ~~Company~~analysis ~~announced~~of the ~~first organizational restructuring~~Company’s ~~that~~financial ~~has~~condition ~~been designed to expedite our new market entries in technology~~ and ~~payment~~results ~~solutions.~~of Aoperations ~~new~~should ~~business~~be ~~entity,~~read ~~ThreeFiftyNine Inc., was incorporated by us~~ in ~~Nevada.~~conjunction ~~This~~with ~~subsidiary will act as~~ the ~~lead~~financial ~~operational~~statements ~~business unit. A core technology development team has been recruited~~ and isrelated ~~in place at ThreeFiftyNine~~notes, ~~including~~and keeping ~~resources~~ in ~~the~~mind ~~areas~~this ofcautionary ~~cloud~~statement ~~infrastructure~~regarding ~~design,~~forward-looking ~~development, and deployment, as well as in digital transaction management~~information.

ThreeFiftyNine Inc. intends to be a highly differentiated business in the digital space, with brand development occurring on a continual basis to further enhance our UMI platform and meet the needs of our target client base. The business is commercializing a number of new business opportunities that have been under assessment. This involves formalizing a structure to support go-to-market programs that have already been through a business review and modeling process. The proposed programs are closely tied to key vertical market segments, with lead customers and partners in both direct and indirect distribution models.10

OnIntroduction February 6, 2013, the Company entered into a binding term sheet commitment (the “Term Sheet”) for a $30,000,000 funding agreement with AIC Group Holdings Limited, a corporation organized under the laws of the British Virgin Islands (“AIC” or “Funder”). AIC has agreed to lend $30,000,000 to the Company in six (6) consecutive monthly installments (the “Loan”) with the first portion of the funding to begin no later than 60 days from the date of the Term Sheet. The installments will vary in size depending upon the working capital requirements of the Company at the time each installment is due. AIC may extend only the first installment one time for a period of up to 45 days. The Loan will bear interest at the rate of six percent (6%) per annum, payable quarterly in arrears beginning one year from the funding of the first portion of the Loan. The Loan and all remaining accrued and unpaid interest is due and repayable seven (7) years after the first funding installment; provided, however, that the Company may extend the repayment date for two successive one year periods by giving 90 day prior notice to AIC and paying an extension fee of 2% of the principal amount of the Loan to be renewed. If AIC defaults in advancing any installment of the Loan, then the Loan agreement shall terminate forthwith and the Company shall have no repayment obligation to AIC. The Company may prepay all or any portion of the Loan at any time without premium or penalty. The Company will grant AIC a first priority security interest in and to all of its assets including its Intellectual Property (“IP”) as collateral security for the Loan. If the Company defaults in making any repayment of interest or principal or under any other material terms and conditions of the Loan, AIC shall have the rights of a secured party under the security agreement to foreclose on the Company collateral to satisfy the Loan. The Company will pay a total of four percent (4%) of the Loan in origination fees to two consultants as each portion of the Loan is funded, and a onetime administrative fee of $150,000 that will be refunded if the funding of the Loan does not occur as scheduled. The Loan has yet to close, as discussed below. The Company has elected to expense the financing fees advanced rather than to defer these items.

~~AIC~~This ~~has~~Comprehensive ~~agreed~~Form to10-K ~~use~~includes, ~~its~~in ~~best~~one ~~efforts to provide directly or through~~comprehensive ~~an affiliate a bridge loan for $2~~filing,~~000,000~~ ~~(amended~~the tobusiness ~~$4,000,000~~and onfinancial ~~May~~information ~~22,~~for ~~2013)(~~the ~~“Bridge~~Company ~~Loan”)~~for ~~within~~the ~~sixty~~fiscal ~~(60) days~~years ofended ~~the~~June ~~execution~~30, of2017, ~~the~~2016 ~~Term~~and ~~Sheet~~2015. ~~The~~Therefore, this ~~Bridge~~Management’s ~~Loan~~Discussion ~~shall~~and ~~bear~~Analysis ~~interest~~provides atan ~~the~~analysis ~~rate~~ of ~~six~~the ~~percent~~annual ~~(6%)~~financial ~~per~~condition ~~annum~~ and ~~shall be~~results ~~repayable~~of ~~from~~operations for ~~the~~each ~~first~~of ~~proceeds under~~ the ~~Loan.~~years Ifended ~~the~~June ~~Loan does not proceed~~30, ~~then the Bridge Loan~~2017, if2016 ~~made,~~and ~~will~~2015. ~~convert to~~The aFinancial ~~convertible~~Statements ~~note that shall continue to bear interest at six percent (6%) per annum~~ and beSupplementary ~~repaid~~Data ininclude ~~one~~summarized ~~year~~quarterly financial ~~from~~condition ~~its date~~ and beresults ~~convertible~~of ~~into~~operations ~~restricted~~for ~~shares~~each of ~~common stock of~~ the ~~Company~~quarters atended ~~any~~(i) ~~time~~September at30 aand ~~conversion~~December ~~rate~~31, ~~equal~~2015, to(ii) ~~85%~~March 31, ofSeptember ~~the~~30 ~~average closing~~and December ~~price~~31, ~~per~~2016, ~~share~~and of(iii) ~~common~~March ~~stock~~31, of2017. ~~the~~This ~~Company~~review ~~for~~should ~~the~~be ~~five~~read ~~(5)~~in ~~days~~conjunction ~~preceding~~with the ~~conversion~~Financial Statements ~~date.~~and ~~The~~Supplementary ~~Bridge~~Data, ~~Loan~~which ~~did not~~are ~~close~~included ~~during~~in ~~either~~Item 8 of ~~the~~this ~~60-day~~Comprehensive ~~periods,~~Form ~~as discussed below~~10-K.

AsThe ~~part~~Company ofhas ~~the~~spent ~~Loan,~~ the ~~Company~~last ~~agreed~~several toyears ~~issue~~recasting tothe ~~AIC an amount~~direction of ~~its~~the ~~shares~~Company. ofWe ~~common~~intend ~~stock~~to astake ~~shall~~advantage ~~equal thirty–five percent (35%)~~ of ~~all of~~ the ~~issued~~opportunities ~~and~~that ~~outstanding~~have ~~shares~~been ofidentified ~~common stock~~in of the ~~Company~~mobile ~~calculated~~gaming, onFinTech, adata analytics, ~~fully-diluted~~secure ~~basis~~payment ~~(the~~processing, ~~“AIC~~compliancy ~~Shares”);~~lead ~~provided,~~transaction ~~however~~management, ~~that~~and ~~the~~digital ~~issuance~~social ~~of the~~events ~~AIC~~sectors. ~~Shares~~The ~~shall~~market ~~not~~opportunities that ~~occur~~are ~~until~~opened ~~one~~to ~~year~~a ~~from~~company ~~the~~that ~~date~~can ofmaster the ~~first~~technology ~~funding~~ of ~~the~~delivering ~~Loan~~any bydigital ~~AIC~~content toin ~~the~~a ~~Company.~~secure, Ingeographically ~~the event~~precise ~~that~~area, ~~the~~across ~~Loan~~any orsmart ~~any~~phone ~~portion~~or ~~thereof~~mobile isdevice ~~not~~are ~~funded~~vast. asOur ~~scheduled,~~main ~~the~~task ~~Company~~has ~~shall~~been ~~issue~~to ~~only~~narrow ~~that~~our ~~portion~~initial offocus on the ~~AIC~~evaluation ~~Shares to~~of ~~AIC~~a ~~that~~series isof ~~calculated~~internally asdeveloped ~~the~~and ~~percentage~~deployed ofvertical ~~the~~market ~~amount~~offerings, ofcoupled with the ~~Loan~~identification ~~actually~~and ~~funded~~pursuit byof ~~AIC~~relevant strategic topartners. ~~the~~The ~~total~~technology ~~Loan~~necessary ~~amount.~~to ~~All~~successfully ofdeliver ~~the AIC~~end-to-end ~~Shares~~mobile ~~shall~~gaming becontent ~~restricted~~for ~~shares~~our ~~and~~customers ~~AIC~~requires the ~~shall~~platform ~~enter~~to ~~into~~be acapable ~~covenant~~of ~~neither~~a tosecure ~~engage~~financial intransaction, ~~any~~with ~~short~~complicated ~~selling~~rules ~~nor~~of towinning, ~~sell~~regulated ~~more than~~by ~~certain~~a ~~specified~~government ~~numbers~~entity that ofdepends ~~its~~on ~~shares~~location ~~during~~based ~~each quarterly period~~services.

~~There~~359’s ~~are~~development ~~other~~team ~~conditions~~has tocreated ~~the~~a ~~Loan~~platform aswhich ~~follows: (1) AIC shall~~will be ~~given~~known ~~the~~as ~~right to designate up to two directors to~~ the ~~Company’s~~Universal ~~Board~~Mobile ofInterface™. ~~Directors~~It ~~such~~is ~~appointments~~our tobelief bethat ~~made in time with~~ the ~~funding~~UMI ofplatform ~~the Loan. (2) AIC and the Company shall enter into a Business Services Development Agreement under which AIC~~ will ~~assist~~lead ~~and advise~~ the ~~Company~~market in ~~connection~~the ~~with development of its business under its business plan in effect from time~~capability to ~~time.~~deliver ~~(3)~~unique ~~The~~solutions ~~parties will negotiate and execute certain agreements~~ to ~~reflect~~our ~~all~~strategic ofpartners ~~these transactions including a loan agreement, a secured promissory note, a share issuance~~ and ~~shareholders~~customers ~~agreement,~~that awill ~~convertible~~become ~~bridge~~the ~~note,~~basis aof ~~business~~our ~~services~~revenue ~~development agreement,~~moving ~~and such other documents as the parties may mutually agree~~forward.

The AIC Funding was expected to close in fiscal year 2013. The closing delay was attributable to AIC working through a complex process with several international banks, part of AIC’s transaction, and the necessity of working through all the due diligence items prior to closing. As a result of the delays, the Company has negotiated an Amendment No. 1 to the Term Sheet dated May 22, 2013 to increase the Bridge Loan from $2 million to $4 million with the remaining funds of $30 million to be paid out over the next six months. The Bridge Loan shall bear interest at the rate of six percent (6%) per annum and will convert to a convertible note that shall continue to bear interest at six percent (6%) per annum and be convertible into restricted shares of common stock of the Company at any time at a conversion rate equal to 85% of the average closing price per share of common stock of the Company for the five (5) days preceding the conversion date. Ultimately AIC was unable to close this amended round of funding and the Company was advised that AIC experienced delays with its original funding partner but subsequently secured an alternative funding partner. AIC has represented to the Company that the funds are now under AIC’s control and AIC is working with its bridge funding partners to provide the bridge financing in the near future. Due to the extreme delays experienced, the Company has informed AIC that should funding not occur as committed to, the Company will pursue all legal remedies available to recover its $150,000 funding deposit as well as damages relating to breach of contract and lost business opportunities. Furthermore, the Company has expensed the financing fees.

In January 2013, we made a partial payment of $180,432 towards acquiring a 10% common equity investment in KO Gaming, Inc. and a 5% common equity investment in KO Entertainment, Inc., for an aggregate purchase price of $3.5 million, which may be funded in its entirety when and if the funds are received from the $30 million investment discussed above and subject to further due diligence. The Company has elected to expense the funds advanced to date. Knockout Gaming, Inc., a Nevada corporation, is dedicated to leading the online gaming industry worldwide by providing innovative i-gaming turnkey solutions in an expanding industry. Knockout Gaming’s executive management team has extensive expertise in this multi- billion-dollar industry. Knockout Gaming has aligned itself with industry leaders to provide cutting-edge online gaming solutions. Online gambling licenses are only awarded to companies that have passed a rigorous vetting process. Knockout Gaming's license was issued on July 17, 2012 and is regulated by the Isle of Man Gambling Supervision Commission. There are only about 47 platforms to date that have been approved in the past eight years by the Isle of Man Gambling Supervision Commission. In 2001, the Isle of Man Government was one of the first jurisdictions in the world to introduce legislation specifically designed to benefit gambling and e-gaming companies and fully protect customers. KO Entertainment, Inc. distributes quality entertainment and media products in online, digital, and print media. Its latest offering is the debut of Knockout LIVE on Roku IPTV Systems. Knockout LIVE will represent the launch of the first network to stream in Blu-Ray quality on IPTV. While intended primarily as a music network, Knockout LIVE will also be hosting exclusive pay-per-view interactive concerts and other events. We impaired this investment since we are not in a position to make any additional investment due to our illiquidity at the current time.

In October 2012, we secured a license to market and license the CAPSA technology from Tarsin Inc. (“Tarsin”). The licensing agreement provided the Company with an exclusive right to license the CAPSA software platform in selected geographical markets throughout Canada and Mexico, along with select customers within the United States and is capable of providing digital media to a wide range of mobile handsets, and provides for the ability to securely transmit financial information to individual handset owners. The Tarsin license provided us with capabilities in the mobile handset market, which we could use to ensure cross functionality of mobile applications across a wide variety of handsets. Tarsin Inc. filed a voluntary petition for bankruptcy protection in the U.S. Bankruptcy Court, Northern District of California. The Company was a creditor in this Case No. 13-53607. In resolving the bankruptcy case, NYG Holdings LLC, (“NYG”) acquired the original intellectual property from Tarsin Inc., which included the first generation CAPSA platform.

On June 12, 2014, the Company entered into a multi-year license agreement for the platform with NYG. This license grants latitude to the Company to make modifications and further enhancements to the platform, which will now be marketed as the Universal Mobile Interface. We intend to initially introduce the UMI platform into the market utilizing branded partnership relationships in the mobile sports betting and casino gaming verticals.

As mentioned earlier, the licensing agreement that we have reached with NYG provides the Company with the right to license the CAPSA software platform, make further enhancements to the platform and market and rebrand it. ThreeFiftyNine’s Universal Mobile Interface platform is capable of providing digital media to a wide range of mobile handsets, and provides for the ability to securely transmit financial information to individual handset owners. The UMI provides us with proven capabilities in the mobile handset market, which we can use to ensure cross functionality of mobile applications across a wide variety of handsets. At the heart is the capability to deliver any digital content across any cellular network to any Mobile Device. This key differentiator makes it possible for us to approach many different markets that are in the business of providing mobile connectivity and mobile content. With the development team in place, we will now begin to add additional businesses that complement our capabilities. Our new software solution will be a second generation platform and will represent a key advantage for our company as we enter into the mobile gaming market.

The Company understands the complexities of delivering digital media content across mobile devices. Multiple different operating systems, user interfaces, and form factors have created enormous barriers to launching commercial initiatives. Our mobile solution combines a hybrid mobile application with a thin client server platform, allowing us to deliver thin client applications that are handset agnostic. 359’s Universal Mobile Interface supports over 1500 different handset/tablets that allow us a unique capability to deliver optimum display content and device functionality to any mobile device. Naturally, our UMI contains multiple security functions including geo-fence and geo-location technologies.

Combined with our experience in the payment processing and financial transaction markets, we believe that recent advances in technology have enabled smart phones to develop custom applications that will allow the phone to process payments, conduct banking transactions and emulate the traditional role that ATM machines now play. We intend to leverage our expertise in mobile applications development to target new opportunities to provide traditional banking and payment services to our customers.

Universal Mobile Interface- the Solution for Going Mobile

Today’s current mobile application and content solutions are limited - whether it be in how users can interact, or the number of devices it can actually support. As companies look to mobile strategies, the picture gets extremely cloudy in how to develop a rich mobile offering that can resonate within the mass market. Our UMI is able to take the “how” out of mobile planning, encompassing all the components that allow for a rich mobile experience to be delivered to a handset. In order to initiate and maintain connections with mobile consumers, it is absolutely critical for a platform to be interoperable between any mobile network and device. This full-service approach redefines how brands develop mobile strategies to strengthen their connections to consumers. 359 works with operators and multi-tier networks to successfully execute programs on behalf of brands. 359’s UMI platform provides an end-to-end, versatile framework for brands to design once and deliver unparalleled mobile experiences. UMI is a comprehensive universal mobile content delivery solution that is based on web-standards and is carrier, operating systems and device agnostic. This allows companies to reach the broadest consumer base: 5200+ devices; 27+ languages; 180+ countries; non-native font support. Today, the UMI supports millions of mobile consumers, with thousands added daily.

The license agreement with NYG in the near future is intended to become the keystone in our plans to rebrand ourselves as a leader in the mobile publishing and mobile gaming industry. All of our previous initiatives will be redesigned with the core focus of establishing our reputation for creative solutions cross platforms applications in a mobile world. The UMI platform will facilitate our ability to develop mobile applications that can be leveraged into many different market verticals (including but not limited to):

· e-health · Government · Finance and m-commerce

We anticipate that in the near future we will deliver to market a series of mobile applications in the gaming, entertainment, sports and mobile financial solutions industries.

In monetizing the platform itself, our B2B sales effort is focused on sports books and lotteries (who are already well aware of the compelling returns on mobile). We intend to leverage our compliance and audit proof points, and in addition to mobilizing their content we intend to offer additional games from our content portfolio to generate cross-sell and higher revenues, maximizing ROI for the client on their customer base.

We have been focused on initiating new agreements and commencing pilot projects intended to demonstrate the efficacy of the business model. The lack of working capital has challenged this process and in 2012, we were forced to restructure our affairs. The outcome of that process included the decision to reduce the number of business opportunities, the termination of all management contracts, and the arrangement with officers, employees, and suppliers to forgive certain indebtedness in September 2012.

We have incurred losses since commencing the above initiatives in June 2011 and will likely continue in 2014 and 2015 until such time that we can generate revenues sufficient to meet our operating needs. We have significant liabilities, some of which we acquired through the acquisition of MEXI, which we are currently converting into common stock, which should be completed within the next twelve months. We will need to increase our authorized shares prior to converting all notes, which is in control of our two officers. We intend to work through reducing or eliminating the remaining liabilities, and to continue to raise additional working capital to meet the demands of the Company’s initiatives.

Our funding commitments have not yet materialized and there can be no assurance that we will raise any of the financing we need. The financial results of 2013 and 2014 are reflective of an early stage company. The limited financial resources available have impacted results for the current year.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows – Fiscal 2014

We had a cash balance of $53,993 at June 30, 2014.

During fiscal 2014, we used cash in our operating activities amounting to approximately $1,720,000. Our cash used in operating activities was comprised of our net loss from continuing operations of approximately $3,650,000 primarily attributable to compensation and contractual services under S,G &A and interest expense.

During fiscal 2014, we used cash from our investing activities of approximately $22,000, primarily for the purchase of equipment.

During fiscal 2014, we generated net cash from financing activities of approximately $1,845,000, which primarily consisted of proceeds from officer advances, in addition to the issuance of convertible promissory notes to existing convertible noteholders.

Cash Flows – Fiscal 2013

We had no cash balance at June 30, 2013.

During fiscal 2013, we used cash in our operating activities amounting to approximately $1,180,000. Our cash used in operating activities was comprised of our net loss from continuing operations of approximately $4,809,000 primarily due to stock based compensation expense and impairment.

During fiscal 2013, we used cash from our investing activities of approximately $700,000 for the proposed acquisition of Tarsin, which ultimately became a license agreement with Tarsin for certain territorial rights to their technology. We invested approximately $180,000 in minority ownership positions in both KO Gaming, Inc. and KO Entertainment, Inc. Both of these items have been expensed in the financial statements.

During fiscal 2013, we generated cash from financing activities of approximately $1,925,000, which consisted of proceeds from loans and the issuance of convertible promissory notes.

GOING CONCERN

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States assuming the Company will continue as a going-concern. We have incurred losses since inception and our ability to continue as a going-concern depends upon our ability to continue to raise adequate financing and develop profitable operations. We have a working capital deficit of approximately $11,015,000 at June 30, 2014. Subsequent to such date, we have raised working capital of approximately $395,000 through officer advances to fund our working capital requirements. We are actively targeting sources of additional financing, which would assure continuation of the Company’s operations. The current market conditions and volatility increase the uncertainty of the Company’s ability to continue as a going concern given the need to both curtail expenditures and to raise additional funds. The Company is and has experienced negative operating cash flows and needs to invest in continuing pilot projects and operating partnerships which cannot be met from existing cash balances. The Company will continue to search for new funds and for new collaborative partners for its projects.

There can be no assurance that we will be able to continue to raise funds in which case the Company may be unable to meet its obligations. Should the Company be unable to realize on its assets and discharge its liabilities in the normal course of business, we may be forced to sell or assign rights to our technologies. Our consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.

RESULTS OF OPERATIONS

~~Consorteum~~Comparison ~~Holdings~~of the Years ended June 30, ~~Inc.~~2017 and 2016

RESULTS OF OPERATIONS

							Increase/			Increase/
	Year ended						(Decrease)			(Decrease)
	June 30,						in $ 2014			in % 2014
	2014			2013			vs. 2013			vs. 2013
Revenues:	$	–		$	–		$	–			–	%
Operating expenses:
Selling, general and administrative		2,698,191			3,561,198			(863,007	)		-24
Impairment of investment		–			180,432			(180,432	)		-100
Impairment of intangible assets		–			182,941			(182,941	)		-100
Total operating expenses		2,698,191			3,924,571			(1,226,380	)		-31
Operating loss		(2,698,191	)		(3,924,571	)		(1,226,380	)		-31
Gain on settlement of debt		119,086			–			(119,086	)		100
Interest expense		(1,072,288	)		(883,997	)		188,291			21
Total other income (expense)		(953,202	)		(883,997	)		69,205			8
Net loss	$	(3,651,393	)	$	(4,808,568	)	$	(1,157,175	)		-24	%

Revenues

The Company had no revenue in the fiscal years ended June 30, 2017 and 2016. Our first revenues from ~~commercial~~the ~~sales~~licensing ~~and~~of ~~licensing~~our UMI software platform are expected to be ~~from~~realized in conjunction with the ~~NYG~~launch ~~license~~of ~~agreement~~our mobile gaming offerings in the UK in 2018. We Going forward we expect our revenues to be derived from transactions processed using our ~~Universal~~UMI ~~Mobile~~software ~~Interface~~ platform technology in ~~certain~~ various countries outside the ~~United~~US ~~States.~~as ~~The~~we ~~first~~explore ~~market~~other weinternational ~~expect~~distribution opportunities. toWe ~~generate~~will ~~revenues~~also inexplore isany ~~North~~US ~~America~~opportunities that are feasible.

Selling, General, and Administrative Expenses

Selling, general and administrative expenses primarily consist of of consultant fees related to software development, marketing programs, which ~~consists~~consist mostly of business development and advertising expenses, as well as other general and administrative expenses, including payroll expenses, necessary to support our ~~marketing plans and our~~ operations, legal expenses and professional fees.

~~The decrease in our selling~~Selling, general, and administrative expenses remained fairly consistent in fiscal ~~2014~~2017 ~~when~~as compared to fiscal ~~2013 is primarily attributable to a reduction in stock compensation, bad debt and impairment on intangible assets, offset by an increase in payroll expense~~2016.

Interest Expense

Interest consists of interest payable pursuant to stated rates on on interest bearing indebtedness,. asThe ~~well~~increase asin ~~amortization~~interest ofexpense ~~debt~~in ~~discount~~fiscal ~~and~~2017 ~~deferred~~when ~~financing~~compared ~~costs~~to fiscal 2016 is primarily due to continuing increases in accrued interest on existing loans.

The increase in interest expense in fiscal 2014 when compared to fiscal 2013 is primarily due to the issuance of additional loans payable during the fiscal year in addition to a continuing increase of accrued interest on existing loans.11

Net Losses

We have continued to incur losses for the periods presented. We expect to incur losses until the Company can generate revenues sufficient to cover our operating costs. The Company will need to continue to raise additional working capital to develop its business initiatives until they turn profitable.

~~OFF~~Comparison ~~BALANCE~~of ~~SHEET~~the ~~ARRANGEMENTS~~Years ended June 30, 2016 and 2015

~~The Company does not currently have any off-balance sheet arrangements.~~Revenues

~~CONTRACTUAL~~The ~~OBLIGATIONS~~Company had no revenue in the fiscal years ended June 30, 2016 and 2015. Our first revenues from licensing of our UMI software platform are expected to be realized in conjunction with the launch of our mobile gaming offerings in the UK in 2018. Going forward we expect our revenues to be derived from transactions processed using our UMI software platform technology in various countries outside the US as we explore other international distribution opportunities. We will also explore any US opportunities that are feasible.

WeSelling, doGeneral, ~~not have any significant contractual obligations to third parties other than an annual obligation to MasterCard~~ and ~~issuing~~Administrative ~~banks under the Unity program initiative not exceeding $50,000 in any year.~~Expenses

~~There~~Selling, ~~are~~general noand ~~commitments~~administrative ~~for~~expenses ~~capital~~primarily ~~expenditures~~consist of consultant fees related to software development, marketing programs, which consist mostly of business development and advertising expenses, as well as other general and administrative expenses, including payroll expenses, necessary to support our operations, legal expenses and professional fees.

~~There~~The ~~are~~decrease ~~currently~~in ~~two~~our ~~management~~selling, ~~contracts~~general, and administrative expenses in fiscal 2016 when compared to fiscal 2015 is primarily attributable to operational downsizing due to limited availability of operating capital.

~~CRITICAL~~Interest ~~ACCOUNTING POLICIES~~Expense

~~The~~Interest ~~preparation~~consists of ~~our~~interest ~~financial~~payable ~~statements~~pursuant ~~in conformity with accounting principles generally accepted in the United States of America requires us~~ to ~~make~~stated ~~estimates and judgments~~rates ~~that~~on ~~affect~~interest ~~our~~bearing ~~reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities~~indebtedness. We ~~base~~The ~~our~~increase ~~estimates~~in ~~and~~interest ~~judgments~~expense onin ~~historical~~fiscal ~~experience~~2016 ~~and~~when oncompared ~~various~~to ~~other~~fiscal ~~assumptions~~2015 weis ~~believe~~primarily due to ~~be reasonable under~~ the ~~circumstances.~~conversion ~~Future~~of ~~events,~~certain ~~however,~~promissory ~~may~~notes ~~differ~~into ~~markedly~~convertible ~~from~~notes ~~our~~with ~~current expectations and assumptions. While there are~~ a ~~number~~higher ofinterest ~~significant~~rate ~~accounting~~during ~~policies affecting our financial statements, we believe~~ the ~~following~~fiscal ~~critical~~year ~~accounting~~in ~~policies~~addition ~~involve~~to ~~the~~continuing ~~most~~increases ~~complex,~~of ~~difficult~~accrued ~~and~~interest ~~subjective~~on ~~estimates~~existing ~~and judgments:~~ loans.

16Net Losses

~~Risks~~We ~~and~~have ~~Uncertainties~~continued to incur losses for the periods presented. We expect to incur losses until the Company can generate revenues sufficient to cover our operating costs. The Company will need to continue to raise additional working capital to develop its business initiatives until they turn profitable.

~~Factors~~Comparison that could affect the Company's future operating results and cause future results to vary materially from expectations include, but are not limited to, lower than anticipated retail transactions, and inability to control expenses, the inability to raise funds for working capital, technology changes in the industry, relationships with processing agencies and networks, changes in our relationship with related parties providing operating services to the Company, the activities of ~~competitors and general uncertain economic conditions. Negative developments in these or other risk factors including~~ the ~~potential~~Years ~~loss~~ended ofJune ~~the NYG licensed platform could have a material adverse effect on the Company's future financial position~~30, ~~results~~ of2015 ~~operations~~ and ~~cash flow. See also the Forward Looking Statements section of this report.~~2014

~~Impairment of Long Lived Assets~~Revenues

InThe ~~accordance~~Company ~~with~~had ~~Accounting~~no ~~Standards~~revenue ~~Codification (ASC) 360, “Property plant and equipment,” long-lived assets to be held and used are analyzed for impairment whenever events or changes~~ in ~~circumstances indicate that~~ the ~~related~~fiscal ~~carrying~~years ~~amounts~~ended ~~may~~June ~~not~~30, 2015 beor ~~recoverable~~2014. ~~The~~Our ~~Company~~first ~~evaluates~~revenues atfrom ~~each~~licensing ~~balance sheet~~of ~~date~~our ~~whether~~UMI ~~events~~software ~~and~~platform ~~circumstances~~are ~~have~~expected ~~occurred~~to ~~that~~be ~~indicate~~realized ~~possible~~in ~~impairment.~~conjunction Ifwith ~~there are indications of impairment,~~ the launch ~~Company uses future undiscounted cash flows~~ of ~~the~~our ~~related~~mobile ~~asset~~gaming orofferings ~~asset~~in ~~grouping over~~ the ~~remaining~~UK ~~life~~ in ~~measuring whether the assets are recoverable~~2018. InGoing ~~the~~forward ~~event~~we ~~such~~expect ~~cash~~our ~~flows~~revenues ~~are not expected~~ to be ~~sufficient~~derived tofrom ~~recover~~transactions ~~the recorded asset values,~~processed ~~the~~using ~~assets~~our ~~are~~UMI ~~written~~software ~~down~~platform totechnology ~~their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell. As described~~ in ~~Note~~various 1countries tooutside the ~~Consolidated~~US ~~Financial Statements, the long-lived assets have been valued on a going concern basis. However, substantial doubt exists~~ as towe ~~the~~explore ~~ability~~other ofinternational ~~the~~distribution ~~Company to continue~~opportunities. asWe awill ~~going~~also ~~concern.~~explore ~~The~~any ~~asset~~US ~~values~~opportunities ~~were~~that ~~materially~~are ~~impaired during the fourth quarter of 2013, largely due to our severe financial condition~~feasible.

~~Income~~Selling, ~~Taxes~~General, and Administrative Expenses

~~The Company accounts for income taxes in accordance with ASC 740~~Selling, ~~“Income~~ ~~Taxes.”~~general ~~Deferred tax assets~~ and ~~liabilities~~administrative ~~are~~expenses ~~recorded~~primarily ~~for differences between the financial statement and~~consist ~~tax basis~~ of ~~the~~consultant ~~assets~~fees ~~and~~related ~~liabilities~~to ~~that~~software ~~will~~development, ~~result~~marketing inprograms, ~~taxable~~which orconsist ~~deductible~~mostly ~~amounts~~of inbusiness ~~the~~development ~~future~~and ~~based on enacted tax laws~~advertising ~~and~~expenses, ~~rates.~~as Awell ~~valuation~~as ~~allowance~~other isgeneral ~~provided~~and ~~for~~administrative ~~net deferred tax assets since we have no history of earnings. In addition~~expenses, ~~we have~~including ~~deferred~~payroll ~~tax assets related to our net operating losses; however~~expenses, ~~due~~necessary to support our ~~issuances of common and preferred stock~~operations, ~~we will~~ ~~not~~legal beexpenses ~~able~~and toprofessional ~~recover such loss carry forwards to offset future taxable income~~fees.

~~Foreign Currency Translation~~12

~~In accordance with the provision of ASC 830~~Selling, ~~“Foreign Currency Matters~~general,” ~~the Company, whose functional currency is the Canadian dollar, translates its balance sheet into U.S. dollars at the prevailing rate at the balance sheet date~~ and ~~translates~~administrative ~~its revenues and~~ expenses atremained ~~the average rates prevailing during each~~fairly ~~reporting~~consistent ~~period.~~in ~~Net~~fiscal ~~gains~~2015 orwhen ~~losses~~compared ~~resulting from the translation of financial statements are accumulated and charged directly~~ to ~~accumulated~~fiscal ~~comprehensive income or (loss), a component of stockholders' equity or (deficit)~~2014. ~~Realized gains or losses resulting from foreign currency transactions are included in operations for the period.~~

~~Use~~Interest ~~of Estimates~~Expense

~~The~~Interest ~~preparation~~consists of ~~financial~~interest ~~statements~~payable inpursuant ~~conformity with accounting principles generally accepted in the United States of America requires management~~ to ~~make~~stated ~~estimates and assumptions~~rates ~~that~~on ~~affect~~interest ~~the~~bearing ~~reported~~indebtedness. ~~amounts~~The ofincrease ~~assets~~in ~~and~~interest ~~liabilities~~expense ~~and~~in ~~the~~fiscal ~~disclosure~~2015 ofwhen ~~contingent~~compared ~~assets~~to ~~and~~fiscal ~~liabilities~~2014 atis ~~the~~primarily ~~date~~due ofto the ~~financial~~issuance ~~statements and the reported amounts~~ of ~~revenues~~additional ~~and~~loans ~~expenses~~payable during the ~~reporting~~fiscal ~~periods.~~year ~~These~~in ~~estimates~~addition ~~are based~~to oncontinuing ~~management's~~increase ~~best knowledge~~ of ~~current~~accrued ~~events~~interest ~~and actions the Company may undertake in the future. Actual results will differ from those estimates. These estimates are reviewed~~ on ~~an ongoing basis and as adjustments become necessary, they are reported~~existing ~~in earnings in the period in which they become known~~loans.

~~Recent~~Net ~~Accounting Pronouncements~~Losses

~~The~~We ~~Financial~~have ~~Accounting~~continued ~~Standards~~to ~~Board~~incur ~~(FASB) issues~~losses ~~Accounting~~for ~~Standards Updates (ASUs) to amend~~ the ~~authoritative~~periods ~~literature in ASC~~presented. ~~There have been a number of~~ ~~ASUs~~We expect to ~~date~~incur ~~that~~losses ~~amend~~until the ~~original~~Company ~~text~~can ofgenerate ~~ASC.~~revenues ~~Those~~sufficient ~~issued~~ to ~~date~~cover ~~either~~our ~~(i)~~operating ~~provide~~costs. ~~supplemental~~The ~~guidance,~~Company ~~(ii)~~will need ~~are~~to ~~technical~~continue ~~corrections, (iii) are not applicable~~ to ~~us,~~raise oradditional ~~(iv)~~working ~~are~~capital ~~not expected~~ to ~~have~~develop aits ~~significant~~business ~~impact~~initiatives onuntil ~~us.~~they ~~The~~turn ~~Company early adopted ASU 2014-10~~profitable.

17Plan of Operation, Liquidity and Capital Resources

Cash Flows – Fiscal 2017

We had a cash balance of $1,915 at June 30, 2017.

During fiscal 2017, we used cash in our operating activities amounting to approximately $149,000. Our cash used in operating activities was comprised of our net loss from operations of approximately $1,097,000 primarily attributable to compensation and contractual services under Selling, general and administrative (SG&A).

During fiscal 2017 we used no cash from investing activities.

During fiscal 2017, we generated net cash from financing activities of approximately $149,000, which primarily consisted of proceeds from stockholder advances.

Cash Flows – Fiscal 2016

We had a cash balance of $1,219 at June 30, 2016.

During fiscal 2016, we used cash in our operating activities amounting to approximately $132,000. Our cash used in operating activities was comprised of our net loss from operations of approximately $1,242,000 primarily attributable to compensation and contractual services under SG &A.

During fiscal 2016, we used no cash from investing activities.

During fiscal 2016, we generated cash from financing activities of approximately $133,000, which consisted entirely of net proceeds from officer advances of $133,000.

Cash Flows – Fiscal 2015

We had a cash balance of $1,198 at June 30, 2015.

During fiscal 2015, we used cash in our operating activities amounting to approximately $1,437,000. Our cash used in operating activities was comprised of our net loss from operations of approximately $2,477,000 primarily attributable to compensation and contractual services under SG &A.

During fiscal 2015, we used no cash from investing activities.

During fiscal 2015, we generated cash from financing activities of approximately $1,403,000, which consisted primarily of proceeds from officer advances coupled with the issuance of convertible notes to an existing noteholder.

Going Concern

The Company's consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. The Company has suffered losses from operations. As of June 30, 2017, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $20.95 million.

The Company has secured working capital of approximately $174,000, $139,000 and $1.5 million during the years ended June 30, 2017, 2016 and 2015 respectively. Subsequent to such date, the Company has raised additional capital totaling approximately $240,000; such proceeds were used for working capital of the business. The Company requires additional equity or debt financing to meet its obligations as they become due. In the event that such financing is not secured, the Company will not be able to satisfy its liabilities. Certain of the Company’s debt is overdue. The Company is attempting to restructure some of the debt and secure investments and additional financing partners to satisfy its existing obligations and provide for sufficient working capital to meet the Company’s future obligations but there are no guarantees that the Company will be able to do any of these things.

Management of the Company believes that it will need to obtain additional capital in the future to support the working capital requirements associated with its planned deployment of its UMI software platform as well as other future initiatives. There can be no assurances that the Company will be successful in obtaining sufficient additional capital, or if it does, that the additional capital will enable the Company operate profitably in the future and develop new revenue sources to have a material positive effect on the Company’s operations and cash flow. Further, there can be no assurances that revenues in future periods will be sustained at levels that will allow it to achieve and maintain positive cash flow.

The Company’s plan of operation for the twelve months beginning with the date of this annual report consists of focusing its efforts on the successful launch of its mobile gaming initiatives in the United Kingdom in 2018. Concurrent with that effort the Company will continue to evaluate the feasibility of additional territory deployments based upon market analysis and regulatory issues. Additionally, the Company will evaluate opportunities to market its current technologies in other industries.

Risk Factors

The Company’s operating results, financial condition and stock price are subject to certain risks, some of which are beyond its control. These risks could cause the Company’s actual operating and financial results to differ materially from those expressed in its forward looking statements, including the risks described below and the risks identified in other documents which are filed with the SEC:

Limited Interim Historical Information. This comprehensive annual report on Form 10-K contains summarized quarterly financial information for each of the quarters ended (i) September 30 and December 31, 2015, (ii) March 31, September 30 and December 31, 2016, and (iii) March 31, 2017. As the complete periodic filings for those periods have not been filed, certain financial information, disclosures and discussions normally contained in a Form 10-Q are not included in this Form 10-K. The omission of the information that would have been contained in these periodic filings leaves current and prospective investors, customers, employees and others without this source of information about the Company’s business achievements and prospects and may negatively impact the Company’s business opportunities and its ability to raise capital. There can be no assurances that the Company will be able to remain current with its required SEC filing obligations in the future.

Access to Capital. The Company anticipates that it will need to raise capital in the future to fund its historical and new business operations. Negative or uncertain global economic conditions could make it more difficult for the Company to raise capital. If the Company is unable to secure capital in the future, in the form of debt, equity or both, it may be forced to cease operations. There can be no assurances that, if required, the Company will be successful in obtaining additional investment in sufficient amounts to fund its ongoing business operations.

Possible Inability to Develop New Business. While the Company raised cash through issuance of convertible notes and advances from officers in 2015, 2016 and 2017, it limited increases in its operating expenses, reduced its operating expenses when possible and deferred payment of certain obligations to employees and service providers. Management of the Company believes that any significant improvement in the Company’s cash flow must result from increases in revenues from traditional sources and from new revenue sources. The Company’s ability to develop new revenues may depend on the extent of both its marketing activities and its planned deployment of its UMI platform. There are no assurances that the resources that the Company can devote to marketing and to UMI platform deployment and monetization will be sufficient to increase its revenues to levels that will enable it to pay its debts and maintain positive operating cash flow in the future.

Volatility of Stock Price. The market price for the Company’s common stock has periodically experienced significant fluctuations and may continue to do so. Prior to this comprehensive Form 10-K filing, the Company was classified as a delinquent non-reporting entity on the OTC:BB/PK. Upon filing of this report, the Company’s PK status will be removed and we will once again be listed on the OTC:BB/PK. Additionally, securities analysts and traders do not extensively follow the Company’s stock and its stock is thinly traded. The Company’s market price may be affected by announcements of new relationships or modifications to existing relationships. The stock prices of many developing public companies, particularly those with small capitalizations, have experienced wide fluctuations not necessarily related to operating performance. Such fluctuations may adversely affect the market price of the Company’s common stock.

Intellectual Property. The Company relies on confidentiality, non-disclosure and licensing agreements to establish and protect its rights in its proprietary technologies. While the Company actively attempts to protect these rights, its technologies may be compromised through reverse engineering or other means. In addition, the Company’s ability to enforce its intellectual property rights through appropriate legal action has been and will continue to be limited by its adverse liquidity. There can be no assurances that the Company will be able to protect the basis of its technologies from discovery by unauthorized third parties or to preclude unauthorized persons from conducting activities that infringe on the Company’s rights.

Recently Adopted Accounting Pronouncements

As of June 30, 2017 and for the year then ended, there were no recently adopted accounting pronouncements that had a material effect on the Company’s financial statements.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Seasonality

Our operating results are not affected by seasonality.

Inflation

Our business and operating results are not affected in any material way by inflation.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

WeAs ~~are~~ a ~~smaller~~Smaller ~~reporting~~Reporting ~~company~~Company as defined by Rule 12b-2 of the Exchange Act and ~~are~~in ~~not~~Item ~~required~~10(f)(1) toof ~~provide~~Regulation ~~the~~S-K, ~~information~~this ~~required~~Item ~~under~~is ~~this~~inapplicable ~~item~~to us.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~The~~For ~~Consolidated~~information required with respect to this Item 8, see index to Financial Statements ~~appear~~and Schedules on page F-1 ~~after~~of ~~the signature pages to~~ this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~None~~By letter dated March 31, 2016, RBSM LLP (“RBSM”) informed the Board of Directors of the Company and the SEC that the client-auditor relationship between the Company and RBSM had ceased. The Company did not have the resources to retain any independent accountants to audit its financial statements for its fiscal years ended June 30, 2016 and 2015. In its reports on the Company’s financial statements for the fiscal years ended June 30, 2014 and 2013, RBSM had included a going concern qualification. The Company had no disagreements or differences of opinion with RBSM on any matter of accounting principles or practices, financial statement disclosure or audit scope or procedure during those years.

On August 25, 2017 (the “Retention Date”), the Company re-engaged RBSM as its independent accountants to audit its financial statements for its fiscal years ended June 30, 2017, 2016 and 2015. The decision to retain RBSM as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors on August 23, 2017. The Company has no audit committee.

During the Company's three most recent fiscal years ended June 30, 2017, 2016 and 2015, and for all subsequent interim periods prior to the Retention Date, neither the Company nor anyone acting on its behalf consulted RBSM on any matter.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

As of June 30, ~~2014~~2017, the end of the period covered by this report, we conducted, under the supervision and with the participation of our management, including our Chief Executive and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act in ensuring that information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the required time periods in the relevant SEC rules and forms. Based on the foregoing, the Chief Executive and Chief Financial Officer concluded that because of the material weaknesses in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of June 30, ~~2014~~2017.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining ~~adequate~~ adequate internal control over financial reporting as defined in ~~Exchange Act~~ Rule 13a-15(f) under the Exchange Act. Our internal control system is a process designed by, or under the supervision of, our principal executive and principal financial officer, or persons performing similar functions, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”).

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with the authorization of our management and directors and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of our inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness as to future periods are subject to risk that controls may become inadequate because of changes in conditions, or ~~becausethe~~because the degree of compliance with ~~the~~ the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control ~~over~~ over financial reporting as of June 30, ~~2014~~2017. As a result of its assessment, management identified material weaknesses in our internal control over financial reporting. Based on the weaknesses described below, management concluded that our internal control over financial reporting was not effective as of June 30, ~~2014~~2017. In making this assessment, our management used criteria issued by the Committee of Sponsoring ~~Organizations of the Treadway Commission in Internal Control over Financial Reporting – Guidance for Smaller Public Companies~~.

18Organizations of the Treadway Commission in Internal Control over Financial Reporting – Guidance for Smaller Public Companies.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that, there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of our assessment, management identified the following material weaknesses in internal control over financial reporting as of June 30, ~~2014~~2017:

·☐ While there were internal controls and procedures in place that relate to financial reporting and the prevention and detection of material misstatements, these controls did not meet the required documentation and effectiveness requirements and therefore, management could not certify that these controls were correctly implemented. As a result, it was management’s opinion that the lack of documentation warranted a material weakness in the financial reporting process.

·☐ There is lack of segregation of duties in financial reporting, as one consultant performs our financial reporting and all accounting functions. This weakness is due to our lack of working capital to hire additional staff during the period covered by this report.

We intend to hire additional accounting personnel to assist with financial reporting as soon as our finances will allow. Even with this change, due to the increasing number and complexity of pronouncements, emerging issues and releases, and reporting requirements and regulations, we expect there will continue to be some risk related to financial disclosures. However, the process of identifying risk areas and implementing financial disclosure controls and internal controls over financial reporting required under the Sarbanes-Oxley Act continues to be complex and subject to significant judgment and may result in the identification in the future of areas where we may need additional resources. Additionally, due to the complexity and judgment involved in this process, we cannot guarantee that we will not find or have pointed out to us either by internal or external resources, or by our auditors, additional areas needing improvement or resulting in a future assessment that our controls are or have become ineffective as a result of overlooked or newly created significant deficiencies or unmitigated risks.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarterly period ended June 30, ~~2014~~2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of Independent Registered Public Accounting Firm

An attestation report of our registered public accounting firm regarding internal control over financial reporting is not required.

ITEM 9B. OTHER INFORMATION.

None.

1917

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~BOARD~~Board OFof ~~DIRECTORS~~Directors ~~AND~~and ~~EXECUTIVE~~Executive ~~OFFICERS~~Officers

Our directors and executive officers are as follows:

Name	Age		~~Position~~	Position
Craig Fielding	51		Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer
Craig A. Fielding		53		Chairman of the Board of Directors, Chief Executive Officer, President, Chief Financial Officer
Patrick Shuster	62	65	~~Chief Operating Officer, Secretary, Director~~	Chief Operating Officer, Secretary, Director

Set forth below is biographical information with respect to each of the aforementioned individuals.

CRAIG RA. FIELDING, CHAIRMAN, CHIEF EXECUTIVE OFFICER, CHIEF ~~FINANCIAL~~ FINANCIAL OFFICER, PRESIDENT, AND DIRECTOR, AGE 5153

From April 2006 through December 2011 and May 2012 to the present, Mr. Fielding has served as our CEO, CFO and one of our directors. Mr. Fielding assumed the role of President and CEO in August 2010, and was part of the team that took the Company into the public market, and one of the founders of the Company. From 1999 to February 2006, Mr. Fielding was part of the management teams at two startup technology companies in the financial transaction processing market place. From August 1989 to August 1999, Mr. Fielding worked in a number of Sales Management and Senior Management roles in North America with Xerox Canada Ltd. Mr. Fielding attended Manchester Polytechnic in England where he studied business. Mr. Fielding’s experience in technology, solution selling and large system building in his prior positions enables him to bring this valuable experience to the Board and as CEO of the Company ~~effective September 21, 2012~~.

~~MR.~~ PATRICK SHUSTER, CHIEF OPERATING OFFICER, SECRETARY, AND DIRECTOR, AGE 6265

Mr. Shuster has served as our COO and one of our directors since May 1, 2011. He has over 2225 years business experience, including over 15 18 years in executive management, engineering, operations and marketing in the telecommunications industry. HeFrom ~~has~~May ~~spent~~2005 ~~five~~until ~~years~~ June 2011, he served as an officer and director of China Wireless Communications Inc., a publicly traded company engaged in the business of mergers & acquisitions. He has assisted numerous public and private companies in business development and private investment in public equity. Mr. Shuster retired as a decorated officer in the United States Navy serving in the submarine service. His last active duty assignment was as Chief Engineer of a nuclear submarine~~, one of the Navy’s most demanding jobs~~.

Mr. Shuster served as founder of Smart Voice Telecommunications Inc., from January 2004 to 2006. His responsibilities included all aspects of a founding principal of a Voice Over Internet Telecommunications Company. ~~Since~~From July 2006 to August 2010, Mr. Shuster has consulted for several public and privately held companies to develop strategic business plans and streamline operations. Most recently he has consulted for several companies engaged in Homeland Security projects working on detection of CBNR (Chemical, Biological, Nuclear and Radiological) threats.

~~BOARD~~Board OFof ~~DIRECTORS~~Directors ~~AND~~and ~~OFFICERS~~Officers

Each director is elected until our next annual meeting of ~~stockholders~~ stockholders and until ~~the~~his successor is duly elected and qualified. The Board of Directors may also appoint additional ~~directors~~ directors up to the maximum number permitted under our by-laws. A director so chosen or appointed will hold office until the ~~next~~ next annual meeting of stockholders. Each executive officer serves at the discretion of the Board of Directors and holds office until their successor is elected or until their resignation or removal in accordance with our articles of ~~incorporation~~ incorporation and by-laws.

~~MEETING~~Family ~~AND COMMITTEES OF THE BOARD OF DIRECTORS~~Relationships

~~During~~There ~~the~~are ~~year~~no ~~ended~~family ~~June~~relationships ~~30,~~between ~~2014,~~or ~~our~~among ~~Board~~any of ~~Directors held 3~~our ~~meetings~~directors ~~and~~or ~~took~~executive ~~3 actions by written consent~~officers.

~~There are no Committees of the Board of Directors at this time.~~18

20Significant Employees

~~SECTION~~The ~~16(A)~~Company ~~BENEFICIAL~~does ~~OWNERSHIP~~not ~~REPORTING~~presently ~~COMPLIANCE~~have any significant employees other than the named officers and directors.

~~Section~~Meeting ~~16(a) of the Exchange Act requires our directors, officers~~ and ~~persons~~Committees ~~who own more than 10%~~ of ~~a registered class of our equity securities to file with~~ the ~~Securities~~Board ~~and Exchange Commission (“ SEC”) initial reports~~ of ownership and reports of changes in ownership of common stock and other equity securities. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.Directors

During the years ended June 30, 2017, 2016 and 2015 our Board of Directors held no meetings and took eight, zero, and three actions by written consent, respectively.

As our common stock is not presently listed for trading or quotation on a national securities exchange or NASDAQ, we are not presently required to and do not have any board committees.

We do not currently have an audit committee financial expert, nor do we have an audit committee. Our entire board of directors handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert, our board would make a determination as to whether such person is independent.

Due to our small size and limited operations to date, we do not presently have a nominating committee, compensation committee or other committee performing similar functions. We have not adopted any procedures by which security holders may recommend nominees to the board of directors, and we do not have a diversity policy.

Board Leadership Structure and Role on Risk Oversight

We have no policy requiring the combination or separation of the Principal Executive Officer and Chairman roles and our governing documents do not mandate a particular structure. Our directors recognize that the leadership structure and the combination or separation of these leadership roles is driven by our needs at any point in time.

Our directors are involved in the general oversight of risks that could affect our business and they will continue to evaluate our leadership structure and modify such structure as appropriate based on our size, resources and operations.

Stockholder Communication with the Board of Directors

Stockholders may send communications to our board of directors by writing to Consorteum Holdings, Inc., 1870 The Exchange, Suite 100, Atlanta, Georgia 30339-2021, Attention: Chief Operating Officer.

Officers and Directors Indemnification

Under our Certificate of Incorporation and Bylaws, the Company may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his or her position, if he or she acted in good faith and in a manner he or she reasonably believed to be in the Company’s best interest. The Company may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he or she is to be indemnified, the Company must indemnify the officer or director against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, then only by a court order. The indemnification coverage is intended to be to the fullest extent permitted by applicable laws.

Regarding indemnification for liabilities arising under the Securities Act, which may be permitted to officers or directors under applicable state law, the Company is informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Securities Act and is, therefore, unenforceable.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, officers and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To the best of our knowledge, the following delinquencies have occurred:

Name and Affiliation	No. of Late Reports		~~No. of Transactions Not Filed on Timely Basis~~	~~Known~~No. ~~Failures~~of toTransactions ~~File~~Not Filed on Timely Basis		Known Failures to File
Craig Fielding, Chairman, Chief Executive Officer, Chief Financial Officer and Director	0		2	Form 4, Form 5
Craig A. Fielding, Chairman, Chief Executive Officer, Chief Financial Officer, President and Director		0			2	Forms 3 and 4 and Form 13(d)
Patrick Shuster, Chief Operations Officer	1		1	Form 3
Patrick Shuster, Chief Operations Officer, Secretary and Director		0			1	Forms 3 and 4

~~CODE~~Code OFof ~~ETHICS~~Ethics

We have adopted a Code of Ethics that applies to our principal ~~executive~~ executive officers, principal financial officer, and principal accounting officer, controller, and all others performing similar functions. The Code of Ethics is not yet posted on our web site. We will furnish, without charge, a copy of our Code of Ethics to any person requesting a copy. Any request for a copy should be directed via e-mail to patrick@consorteum.com .

~~ITEM 11. Executive Compensation~~20

~~COMPENSATION~~ITEM OF11. ~~DIRECTORS~~EXECUTIVE COMPENSATION

~~For~~The ~~the~~following ~~fiscal~~table ~~year~~sets ~~ended~~forth ~~June~~information ~~30,~~concerning ~~2014~~compensation for fiscal 2017, ~~none~~2016 ofand 2015 earned by Craig Fielding, the ~~current~~Company’s ~~or former~~Chairman ~~directors~~and ~~were~~Chief ~~compensated~~Executive ~~for~~Officer ~~their~~and ~~services~~Patrick asShuster, the ~~directors~~Company’s Chief Operating Officer (the “Named Executives”).

EXECUTIVE COMPENSATION TABLE

The following table sets forth certain information regarding compensation paid by us for services rendered for the fiscal year ended June 30, 2014 to each of the individuals who served as Executive Chairman, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer (executives collectively referred to as the “Named Executives”).

Name and Principal Position	Year	Salary			Stock Awards ($)(1)(2)		Option Awards ($)(1)(2)		All other Compensation ($)		Total ($)

Craig A. Fielding,	2017		240,000	(1)(3)		0		0		0		240,000
CEO,CFO, President	2016		240,000	(1)(3)		0		0		0		240,000
	2015		240,000	(1)(3)		0		0		0		240,000

Patrick Shuster,	2017		240,000	(2)(4)		0		0		0		240,000
Chief Operating Officer	2016		240,000	(2)(4)		0		0		0		240,000
	2015		240,000	(2)(4)		0		0		0		240,000

~~EXECUTIVE COMPENSATION TABLE~~____________________

Name and Principal Position		Year	Salary			Stock Awards ($)(1)(2)		Option Awards ($)(1)(2)		All other Compensation ($)(5)		Total ($)
(1)	On September 21, 2012, the Company entered into a new 51-month employment agreement with Mr. Craig Fielding to serve as Chief Executive Officer, retroactive to September 1, 2012. Under the employment agreement, Mr. Fielding is to be paid a base salary of $240,000, a $5,000 per month office allowance and incentive compensation amounting to 5% to 50% of base salary with revenue targets ranging from $0- $2,000,000 and in excess of $10,000,000. Mr. Fielding was granted 10-year stock options to purchase up to 5,000,000 shares of common stock that vest in equal installments under the employment agreement beginning September 1, 2012 through December 31, 2016, as extended by the Board of Directors. As a signing bonus, Mr. Fielding received 3,000,000 shares of Series A Preferred Stock and 2,000,000 shares of Series B Preferred Stock. Additionally, Mr. Fielding is entitled to a cash compensation amounting to 2% of the purchase price in the event of a sale of the Company and 3% of capital raised.
Craig A. Fielding,		2014	$	240,000	(1)(5)	$	0	$	8,750	$	0	$	248,750
(2)	On September 21, 2012, the Company entered into a new 51-month employment agreement with Mr. Patrick Shuster to serve as Chief Operating Officer, retroactive to September 1, 2012. Under the employment agreement, Mr. Shuster is to be paid a base salary of $240,000, a $5,000 per month office allowance and incentive compensation amounting to 5% to 50% of base salary with revenue targets ranging from $0- $2,000,000 and in excess of $10,000,000. Mr. Shuster was granted 10-year stock options to purchase up to 5,000,000 shares of common stock that vest in equal installments under the employment agreement beginning September 1, 2012 through December 31, 2016, as extended by the Board of Directors. As a signing bonus, Mr. Shuster was issued 2,000,000 shares of Series A Preferred Stock and 2,000,000 shares of Series B Preferred Stock. Additionally, Mr. Shuster is entitled to a cash compensation amounting to 2% of the purchase price in the event of a sale of the Company and 3% of capital raised.
CEO,CFO		2013		231,000	(1)		810,000		8,750		0		1,049,750
(3)	Mr. Fielding was entitled to his full salary for each of 2015, 2016 and 2017, however the Company was unable to pay the total amounts owed. Portions owed are included in accrued salaries.
		2012		212,500	(3)		0		13,854		0		226,354
(4)	Mr. Shuster was entitled to his full salary for each of 2015, 2016 and 2017, however the Company was unable to pay the total amounts owed. Portions owed are included in accrued salaries.
Patrick Shuster,		2014	$	240,000	(2)	$	0	$	8,750	$	0	$	248,750
Chief Operating Officer		2013		227,000			808,000		8,750		0		1,043,750
		2012		202,500			0		13,854		0		216,354
Joseph Cellura, former		2012	$	97,500	(4)	$	0	$	11,667	$	75,000	$	109,167
Chief Executive Officer

~~____________________~~21

(1)	On September 21, 2012, the Company entered into a new 51-month employment agreement with Mr. Craig Fielding to serve as Chief Executive Officer, retroactive to September 1, 2012. Under the employment agreement, Mr. Fielding is to be paid a base salary of $240,000, a $5,000 per month office allowance and incentive compensation amounting to 5% to 50% of base salary with revenue targets ranging from $0- $2,000,000 and in excess of $10,000,000. Mr. Fielding was granted 10-year stock options to purchase up to 5,000,000 shares of common stock that vest in equal installments under the employment agreement beginning September 1, 2012 through December 31, 2016. As a signing bonus, Mr. Fielding received 3,000,000 shares of Series A Preferred Stock and 2,000,000 shares of Series B Preferred Stock. Additionally, Mr. Fielding is entitled to a cash compensation amounting to 2% of the purchase price in the event of a sale of the Company and 3% of capital raised.
(2)	On September 21, 2012, the Company entered into a new 51-month employment agreement with Mr. Patrick Shuster to serve as Chief Operating Officer, retroactive to September 1, 2012. Under the employment agreement, Mr. Shuster is to be paid a base salary of $240,000, a $5,000 per month office allowance and incentive compensation amounting to 5% to 50% of base salary with revenue targets ranging from $0- $2,000,000 and in excess of $10,000,000. Mr. Shuster was granted 10-year stock options to purchase up to 5,000,000 shares of common stock that vest in equal installments under the employment agreement beginning September 1, 2012 through December 31, 2016. As a signing bonus, Mr. Shuster was issued 2,000,000 shares of Series A Preferred Stock and 2,000,000 shares of Series B Preferred Stock. Additionally, Mr. Shuster is entitled to a cash compensation amounting to 2% of the purchase price in the event of a sale of the Company and 3% of capital raised.
(3)	Mr. Fielding waived $109,000 of previously accrued and unpaid salaries.
(4)	Starting in December 1, 2011 the Company began accruing salary for Mr. Cellura as CEO. Mr. Cellura was to be paid a base salary of $195,000 per year. For the period from December 1, 2011 until his termination for cause on May 18, 2012 the Company recorded accrued salary of $97,500. In addition, Mr. Cellura received advances of $75,000 towards compensation and expenses.
(5)	Mr. Shuster and Mr. Fielding are entitled to 3% of monies raised totaling approximately $180,000.
(6)	Mr. Fielding was entitled to his full salary of $240,000 in fiscal 2013, of which he did not receive any cash towards this liability.

Employment Agreements

21In September 2012, all existing management contracts were terminated by mutual agreement with the parties effective August 31, 2012. On September 1, 2012, the Company entered into an Executive Employment Agreement with each of Craig A. Fielding, our CEO and CFO, and Patrick Shuster, our COO and Secretary, through December 31, 2016, as described above. These changes in management contracts were undertaken in light of our financial position and in order to better position us to attract additional financing. Furthermore, as set out in the financial statements, each of these individuals exchanged significant liabilities that existed as of June 30, 2012, in consideration for issuance of common stock as a subsequent transaction. Although the management contracts expired December 31, 2016 both executives continue to serve at the direction of the Board of Directors in their current positions pursuant to the terms of their respective employment agreements that were in effect in 2016.

Name of Executive Officer	Number of Options		Exercise Price
Craig A. Fielding		5,000,000	$	0.002
Patrick Shuster		5,000,000	$	0.002

Outstanding Equity Awards

~~OTHER~~On ~~COMPENSATION~~September 21, 2012, we granted ten-year options to purchase 5,000,000 shares, each, of our common stock to Mr. Fielding and Mr. Shuster in accordance with the Company’s 2012 Stock Option Plan, exercisable at the estimated fair market price based on our closing stock price on the grant date of $0.002 per share. Such shares began vesting on September 1, 2012 and became fully vested on December 31, 2016.

~~There~~The ~~are no plans that provide for the payment of retirement benefits, or benefits that will be paid primarily~~ following ~~retirement,~~table ~~including~~sets ~~but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans, tax-qualified defined contribution plans and nonqualified defined contribution plans. Except as set~~ forth ~~immediately~~all ~~below,~~outstanding ~~there~~equity ~~are no contracts, agreements, plans or arrangements, whether written or unwritten, that provide~~awards ~~for~~made ~~payment(s)~~ to aour ~~named~~Named ~~executive~~Executives ~~officer~~as ~~at, following, or in connection with the resignation, retirement or other termination~~ of aJune ~~named executive officer~~30, or2017 aunder ~~change in control of us or a change in~~ the ~~named executive officer~~Company’s ~~responsibilities following~~2012 aStock ~~change~~Option ~~in control, with respect to each named executive officer.~~Plan:

STOCK OPTION PLANS AND STOCK COMPENSATION PLANS

Name of Executive Officer	Market Value at 6-30-17		Number of Options		Exercise Price

Craig A. Fielding	$	6,500		5,000,000	$	0.002

Patrick Shuster	$	6,500		5,000,000	$	0.002

OnOther September 21, 2012, we issued 5,000,000 options, each, to purchase shares of our common stock to the following named directors and officers and 10,000,000 options to a consultant in connection with the Company’s 2012 Stock Option Plan.Compensation

Name Of Executive Officer	Number Of Options		Exercise Price
Patrick Shuster		5,000,000	$	0.002
Craig A. Fielding		5,000,000	$	0.002
William Mathews		10,000,000	$	0.04

There are no plans that provide for the payment of retirement benefits, or benefits that will be paid primarily following retirement, including but not limited to tax-qualified defined benefit plans, supplemental executive retirement plans, tax-qualified defined contribution plans and nonqualified defined contribution plans. Except as set forth above with respect to cash compensation amounting to 2% of the purchase price in the event of a sale of the Company payable to each of the Named Executives as provided in their Employment Agreements, there are no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payment(s) to a named executive officer at, following, or in connection with the resignation, retirement or other termination of a named executive officer, or a change in control of us or a change in the named executive officer’s responsibilities following a change in control, with respect to each named executive officer.

~~All~~Stock ofOption ~~the~~Plans ~~options~~and ~~above~~Stock ~~were~~Compensation ~~cancelled on September 21, 2012.~~Plans

OnExcept ~~September~~for ~~21,~~its 2012, weStock ~~granted~~Option ~~ten-year~~Plan, ~~options~~no ~~to purchase 5~~retirement,~~000,000~~ ~~shares~~pension, profit ~~each~~sharing, ofstock ~~our~~option ~~common~~or ~~stock~~insurance toprograms ~~Mr.~~or ~~Fielding~~other ~~and~~similar ~~Mr.~~programs ~~Shuster~~have inbeen ~~accordance~~adopted ~~with~~by the Company’s ~~2012~~for ~~Stock Option Plan, exercisable at~~ the ~~estimated~~benefit ~~fair market price based on our closing stock price on the grant date~~ of ~~$0.002 per share.~~ ~~Such~~the ~~shares~~Company’s ~~began vesting on September 1, 2012 and will be fully vested on December 31, 2016~~employees.

22Indebtedness of Directors and Officers

None of our directors or senior officers, and no associates or affiliates of any of them, is indebted to us.

Compensation Committee Interlocks and Insider Participation

We do not have a compensation committee or a committee performing similar functions. We plan to have a compensation committee when we elect additional independent persons to our board of directors.

Compensation Committee Report

Because we do not have a compensation committee or a committee performing similar functions, we do not have a compensation committee report. All compensation matters are determined by our board of directors.

Compensation of Directors

We have not established standard compensation arrangements for our directors and the compensation, if any, payable to each individual for their service on our board will be determined from time to time by our board of directors based upon the amount of time expended by each of the directors on our behalf. None of our directors has received any compensation for their services.

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

The following table sets forth ~~information~~certain information regarding ~~the~~ beneficial ownership of the our common stock as of October 1411, ~~2014~~2017, by: (i) ~~all~~each ~~stockholders~~person known toby us to be ~~owners~~the beneficial owner of more than five (5%) percent of ~~our~~the outstanding common stock;, (ii) each director, (iii) each executive officer, and (iiiv) all ofexecutive ~~our~~ officers and directors, ~~individually~~as a group. The number of shares beneficially owned is determined under rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under those rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of October 11, 2017, through the exercise or conversion of any stock option, convertible security, warrant or other right. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each ~~group:~~person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of common stock listed as owned by that person or entity.

Name and Address of Beneficial Owner	Amount ~~(1)~~		Percentage of Class Ownership (2)
Craig A. Fielding		106,149,999 common shares (4)		24.00	%(2)
Craig A. Fielding 6-14845 Yonge Street, Suite 348 Aurora, Ontario, Canada L4G 6H8		88,759,999 shares of common stock		18.2%	(1)(2)
464 Worthington Avenue,
Patrick Shuster 1870 The Exchange, Suite 100 Atlanta, GA 30339		37,231,521 shares of common stock (3)		7.6%	(1)(2)
Richmond Hill, Ontario,
OFFICERS AND DIRECTORS AS A GROUP (2 persons)		125,991,520 shares of common stock		25.8%	(1)(2)
Canada, L4E 4R6
Tim Brown		42,826,150 common shares (5)		9.5	%(5)
Gippsland Mail Center
Victoria Australia
T. Brown Family Investment Trust		34,426,150 common shares (6)		7.6	%(7)
Gippland Mail Center
Victoria Australia
Patrick Shuster		20,000,000 common shares		4.4	%(2)
6424 Big A Road
Douglasville, Georgia
30135
OFFICERS AND DIRECTORS (2 persons)		126,159,999 common shares (1)		28.40	%(2)

____________________

(1)	The amount includes shares owned of record and beneficially by each of our directors and executive officers as at October 11, 2017.

(2)	Based on 471,150,864 shares of our common stock issued and outstanding as at October 11, 2017 as well as 17,231,521 shares of our common stock issuable to one of our directors and executive officers pursuant to a convertible promissory note shown above. In addition, for purposes of this calculation, the percentages of ownership are calculated assuming that, with the exception of 17,231,521 shares of our common stock issuable to one of our directors and executive officers pursuant to a convertible promissory note shown above, no additional shares of our common stock have been or will be issued to the holders of our convertible promissory notes within 60 days of October 11, 2017.

(3)	Mr. Shuster is the record owner of 20,000,000 shares of our common stock and the beneficial owner of 17,231,521 shares of our common stock that may be issuable to him upon conversion of a Convertible Note held by him.

(1)	The amount includes shares owned of record and beneficially by each of the directors and officers as at October 14, 2014.; thus it includes shares issued and to be issued for accrued compensation, return of previously surrendered shares to our treasury for other use, the reissuance of shares for an equivalent number of shares foreclosed upon in satisfaction of an obligation of us and the forgiveness of our indebtedness owed to directors or officers.
(2)	For purposes of this calculation all beneficial ownership issuances have been included as issued and outstanding.
(3)	Represents beneficial ownership and not ownership of record.
(4)	Mr. Fielding owns of record 10,000 shares of our common stock and is the beneficial owner of 106,139,999 shares of our common stock.
(5)	Mr. Brown owns directly 8,400,000 shares of our common stock and may be deemed to be the beneficial owner of 34,426,150 shares of our common stock that would be owned by the T. Brown Family Investment Trust (the "Trust") upon its conversion of $688,523.44 of our convertible promissory notes at a conversion price of $0.02 for each share of common stock, by virtue of his position as trustee of the Trust. The Trust does not own any shares of our common stock at this time. See note 6 below.
(6)	The T. Brown Family Trust (the "Trust") does not own any shares of our common stock. The calculations in the table assume that the T. Brown Family Trust has converted a total of $688,523.44 of convertible promissory notes from the Company to the Trust into shares of our common stock at a conversion price of $0.02 per share. Under the promissory notes the conversion for all or any portion of the outstanding promissory notes can be made by the Trust at any time; therefore they are included in the table on as converted basis. These calculations are based upon the face amount of the Company promissory notes and do not include accrued and unpaid interest.

Changes in Control

There are no arrangements known to us the operation of which may at a later date result in a change in control of our company.

Equity Compensation Plans

Our 2012 Stock Option Plan is described in Item 11 above.

Other than as set forth below, or discussed in Note 9 to the Consolidated Financial Statements herein, during the ~~last~~ fiscal ~~year~~years covered by this filing there ~~has~~have not been any relationships, transactions or proposed transactions to which we were or are to be a party, in which any of the directors, officers, or 5% or greater stockholders (or any immediate family thereof) had or is to have a direct or indirect material interest except for the following:

Share Issuances:

On September 21, 2012, we approved the issuance of 5,000,000 ~~shares~~ shares of Series A Preferred Stock, 3,000,000 shares to Mr. Fielding and 2,000,000 shares to Mr. Shuster, in connection with their ~~employment~~ employment contracts approved on September 21, 2012. In addition, we approved the issuance of 2,000,000 shares, each, of fully vested Series B Preferred Stock to such officers in September 2012.

23Convertible Notes

Mr. Shuster, one of our directors and executive officers, holds a Convertible Note in the principal amount of $172,000 plus accrued interest convertible into approximately 17,231,521 shares of our common stock.

Director Independence

Neither of our two directors may be considered “independent” in accordance with rule 4200(a)(15) of the NASDAQ Marketplace Rules. We are not currently traded on NASDAQ and are therefore not required to comply with the NASDAQ Marketplace Rules.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~(1)~~ Audit Fees

The aggregate fees billed for the ~~last~~ fiscal ~~year~~years ended June 30, 2017, 2016 and 2015 for professional services rendered by RBSM LLP (“Accountant”) for the audit of our annual financial statements, and review of financial statements included in our Form 10-~~Q’s~~Qs, were as$99,000, ~~follows:~~$0 and $16,500, respectively.

	2014		$	59,500
	2013		$	59,500

(2) Audit Related Fees

None.

(3) Tax Fees

There were no fees billed in either of the last two fiscal years for professional services rendered for tax compliance, tax advice, or tax planning.

(4) All Other Fees

There were no other fees billed in each of the last two fiscal years for products and services other than the services reported above.

Audit Committee’s Pre-Approval Practice

Prior to our engagement of our independent auditor, such engagement was approved by our board of directors. The services provided under this engagement may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Pursuant our requirements, the independent auditors and management are required to report to our board of directors at least quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our board of directors may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and other fees incurred by us for the year ended June 30, 2014, were approved by our board of directors.

Audit Related Fees

There were no fees billed in the fiscal years reported in this Comprehensive 10-K for professional services rendered for audit-related services.

Tax Fees

There were no fees billed in the fiscal years reported in this Comprehensive 10-K for professional services rendered for tax compliance, tax advice, or tax planning.

All Other Fees

There were no other fees billed in the fiscal years reported in this Comprehensive 10-K for products and services other than the services reported above.

Audit Committee’s Pre-Approval Practice

We do not have a separate audit committee. Our full board of directors performs the functions of an audit committee.

Prior to our engagement of our independent auditor, such engagement was approved by our board of directors. The services provided under this engagement may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Pursuant to our requirements, the independent auditors and management are required to report to our board of directors at least quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our board of directors may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and other fees incurred by us for the years ended June 30, 2017, 2016 and 2015 were approved by our board of directors.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Index to Exhibits

(3)(i)		Articles of Incorporation of Consorteum, Inc. (formerly Wellentech Services Inc.) (11-07-2005); Amended and Restated Articles of Incorporation (09-29-2008); Articles of Merger (04-09-2009); Certificate of Designation (06/03/2010); Certificate of Amendment (09-13-2010); Certificate of Withdrawal of Certificate of Designation (12-05-2011); Certificate of Designation (12-08-2011). (incorporated by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013).
(3)(ii)		By-laws of Consorteum, Inc. (formerly Wellentech Services Inc.) (incorporated by reference to Exhibit 3(ii) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013).
3(iii)		Certificate of Withdrawal for Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 5, 2011).
3(iv)		Certificate of Designations for Series A and B Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 5, 2011).
3(v)		Certificate of Designation for Series C Preferred Stock filed with the Secretary of State of Nevada on September 8, 2017 (filed herein).
3(vi)		Certificate of Amendment of Articles of Incorporation for Consorteum Holdings Inc. filed with the Secretary of State of Nevada on October 10, 2017 (filed herein).
10.4		Shareholder Agreement dated January 5, 2009 among Consorteum, Inc., Innovative Solutions, Inc., William Bateman, and Michael Frasse (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 19, 2009).
10.5		Management Services Agreement dated April 5, 2006 between Consorteum, Inc. and FP Financial Services, Ltd. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on June 19, 2009).
10.6		Management Services Agreement dated as of May 1, 2006 between Consorteum, Inc. and Craig Fielding (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on June 19, 2009).
10.7		Management Services Agreement dated as of May 1, 2006 between Consorteum, Inc. and Quentin Rickerby (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on June 19, 2009).
10.8		Management Services Agreement dated as of May 1, 2006 between Consorteum, Inc. and James D. Beatty and Associates, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on June 19, 2009).
10.9		Joint Venture Agreement dated December 13, 2006 between Consorteum, Inc. and 1510848 Ontario, Inc. (incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K filed on June 19, 2009).
10.10		Amended and Restated Management Services Agreement dated January 16, 2007 between Consorteum, Inc. and FP Financial Services, Ltd. (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K filed on June 19, 2009).
10.11		Consorteum Purchase Agreement dated as of June 6, 2011 between Consorteum Holdings, Inc. and Media Exchange Group Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2011).
10.12		Assignment and Assumption Agreement dated as of June 6, 2011 between Consorteum Holdings, Inc. and Media Exchange Group Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 6, 2011).
10.13		Amendment Agreement dated as of June 6, 2011 between Consorteum Holdings, Inc. and Media Exchange Group Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 6, 2011).
10.14		Tarsin Acquisition Agreement dated as of October 4, 2011 between Consorteum Holdings, Inc., Tarsin, Inc. and Tarsin LTD (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 7, 2011).
10.15		Tarsin Software License and RoyaltyAgreement dated as of October 10, 2012 between Consorteum Holdings, Inc. and Tarsin Inc. (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012)
10.16		Amendment 1 to Tarsin Acquisition Agreement dated as of November 4, 2011 among the Company, Tarsin, Inc. and Tarsin (Europe) LTD (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 9, 2011).

10.17		Tarsin Termination of Acquisition Agreement dated as of October 10, 2012 between Consorteum Holdings Inc., Tarsin LTD and Tarsin Inc. (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012).
10.18		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 21, 2012).
10.19		Settlement and Release Agreement dated October 26, 2012 between Consorteum, Inc., Consorteum Holdings, Inc., Game2Mobile Inc., Craig Fielding, Patrick Shuster, and Joseph Cellura. (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012).
10.20		AIC Term Sheet dated as of February __, 2013 among AIC, LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2012).
10.21		Amendment 1 to AIC Term Sheet dated as of May 22, 2013 among AIC, LLC and the Company (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013).
10.22		Executive Employment Agreement for Craig Fielding (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013)..
10.23		Executive Employment Agreement for Patrick Shuster (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013).
10.24		2012 Stock Option Plan Of Consorteum Holdings, Inc. (filed herein)
10.25		General Release Agreement dated as of October 31, 2012 among Joseph A. Cellura, Craig A. Fielding, the Company, Consorteum, Inc. and Patrick Shuster (filed herein).
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended (filed herein).
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended (filed herein).
32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herein).
101.INS*		XBRL Instance Document
101.SCH*		XBRL Schema Document
101.CAL*		XBRL Calculation Linkbase Document
101.DEF*		XBRL Definition Linkbase Document
101.LAB*		XBRL Label Linkbase Document
101.PRE*		XBRL Presentation Linkbase Document

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


10.11		Consorteum Purchase Agreement dated as of June 6, 2011 between Consorteum Holdings, Inc. and Media Exchange Group Inc. with Amendment Agreement dated as of June 6, 2011 (incorporated by reference to Exhibits 10.1 and 10.3 to the Company’s Current Report on Form 8-K filed on July 20, 2011).

10.12		Assignment and Assumption Agreement dated as of June 6, 2011 between Consorteum Holdings, Inc. and Media Exchange Group Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 20, 2011).

10.13		Amendment Agreement dated as of June 6, 2011 between Consorteum Holdings, Inc. and Media Exchange Group Inc. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 6, 2011).

10.14		Tarsin Acquisition Agreement dated as of October 4, 2011 between Consorteum Holdings, Inc., Tarsin, Inc. and Tarsin LTD (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 11, 2011).

10.15		Tarsin Software License and Royalty Agreement dated as of October 10, 2012 between Consorteum Holdings, Inc. and Tarsin Inc. (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012)

10.16		Amendment 1 to Tarsin Acquisition Agreement dated as of November 4, 2011 among the Company, Tarsin, Inc. and Tarsin (Europe) LTD (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 9, 2011).

10.17		Tarsin Termination of Acquisition Agreement dated as of October 10, 2012 between Consorteum Holdings Inc., Tarsin LTD and Tarsin Inc. (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012).

10.18		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (incorporated by reference to the Company’s Current Report on Form 8-K, filed May 21, 2012).

10.19		Settlement and Release Agreement dated October 26, 2012 between Consorteum, Inc., Consorteum Holdings, Inc., Game2Mobile Inc., Craig Fielding, Patrick Shuster, and Joseph Cellura. (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012).

10.20		AIC Term Sheet dated as of February , 2013 among AIC, LLC and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2012).

10.21		Amendment 1 to AIC Term Sheet dated as of May 22, 2013 among AIC, LLC and the Company (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013).

10.22		Executive Employment Agreement for Craig Fielding (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013).

10.23		Executive Employment Agreement for Patrick Shuster (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013).


10.24		2012 Stock Option Plan Of Consorteum Holdings, Inc. (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014)

10.25		General Release Agreement dated as of October 31, 2012 among Joseph A. Cellura, Craig A. Fielding, the Company, Consorteum, Inc. and Patrick Shuster (incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2014).

10.26		Letter of Default issued to AIC Group Holdings Limited dated November 18, 2015 (filed herein).

10.27		CAPSA Platform License Agreement dated as of October 20, 2014 between NYG Holdings, LLC and the Company (incorporated by reference to Exhibit 10.36 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014).

10.28		CAPSA Platform License Termination Agreement between NYG Holdings, LLC and the Company dated August 31, 2017 (filed herein).

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended (filed herein).

31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended (filed herein).

32		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herein).

101.INS*		XBRL Instance Document
101.SCH*		XBRL Schema Document
101.CAL*		XBRL Calculation Linkbase Document
101.DEF*		XBRL Definition Linkbase Document
101.LAB*		XBRL Label Linkbase Document
101.PRE*		XBRL Presentation Linkbase Document

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

SIGNATURES

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

	CONSORTEUM HOLDINGS, INC.
Dated: October 14, 2014
Dated: November 7, 2017
	By:	/s/ Craig A. Fielding
	Craig A. Fielding Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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

Name	Position	Date
/s/ Craig A. Fielding	~~Chief~~Chairman ~~Executive~~of ~~Officer,~~the ~~Chief~~Board of Directors	~~October~~November 147, ~~2014~~2017
Craig A. Fielding	~~Financial Officer, Chairman of the Board of Directors (Principal Executive Officer, Principal Financial Officer)~~
/s/ Patrick Shuster	Director	~~October~~November 147, ~~2014~~2017
Patrick Shuster

2729

CONSORTEUM HOLDINGS, INC.

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, ~~2014~~2017, 2016 AND ~~2013~~2015

(EXPRESSED IN U.S. DOLLARS)

CONTENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations and Comprehensive Loss	F-4
Consolidated Statements of Changes in Stockholders’ Deficit	F-5
Consolidated Statements of Changes in Stockholders' Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Consorteum Holdings, Inc.

We have audited the ~~accompanying~~ accompanying consolidated balance sheets of Consorteum Holdings, Inc. and subsidiaries (the “Company”), as of June 30, ~~2014~~2017, 2016 and ~~2013~~2015 and the related consolidated statements of operations and comprehensive loss, stockholders’ deficit and cash flows for the period in the ~~two~~three years ended June 30, ~~2014~~2017. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated ~~financial~~ financial statements based on our audit.

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 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 purpose 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. An audit also includes 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 provided a reasonable basis for our opinion.

In our opinion, the ~~consolidated~~ consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Consorteum Holdings, Inc. and subsidiaries as of June 30, ~~2014~~2017, 2016 and ~~2013~~2015 and the results of its operations and its ~~cash~~ cash flows for the period in the ~~two~~three years ended June 30, ~~2014~~2017, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming that Consorteum Holdings, Inc. and subsidiaries will continue as a going concern. As more fully described in Note 1, the Company has a working capital deficit, and has incurred net losses and negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ RBSM LLP

New York, New York

~~October~~November 147, ~~2014~~2017

F-2

CONSORTEUM HOLDINGS, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2014			June 30, 2013
	June 30, 2017			June 30, 2016			June 30, 2015
ASSETS
Assets:
Current Assets:
Cash	$	1,915		$	1,219		$	1,198
Cash	$	53,993		$	489
Current assets		1,915			1,219			1,198
Total current assets		53,993			489
Liabilities and Shareholders’ Deficit
Property and equipment, net		17,886			6,537
Accounts payable	$	1,011,745		$	989,112		$	841,836
Total assets	$	71,879		$	7,026
Accrued expenses		1,076,376			855,069			657,176
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Accrued expenses - officers		1,934,586			1,368,610			830,445
Current liabilities:
Accrued expenses - payroll taxes and related penalties and interest		975,619			827,869			674,136
Bank overdraft	$	1,137		$	1,042
Loans payable, in default and accrued interest		1,563,602			1,462,391			1,405,332
Accounts payable		822,789			687,337
Convertible promissory notes, in default and accrued interest		11,727,303			9,633,186			7,961,954
Accrued expenses		503,739			495,366
Due to stockholders		2,662,479			2,510,567			2,385,048
Accrued expenses - officers		446,649			69,687
Current liabilities		20,951,710			17,646,804			14,755,927
Accrued expenses - payroll taxes and related penalties and interest		330,848			99,921
Stockholders' Deficit:
Loan payable, including accrued interest		4,170,081			3,109,931
Preferred stock, $0.001 par value, 100,000,000 shares authorized
Convertible promissory notes, including interest		3,584,303			3,500,346
Preferred stock A, $0.001 par value, 5,000,000 shares designated: 5,000,000 issued and outstanding as of June 30, 2017, 2016 and 2015, respectively		5,000			5,000			5,000
Due to stockholders		1,228,326			102,886
Preferred stock B, $0.001 par value, 15,000,000 shares designated: 6,000,000 issued and outstanding as of June 30, 2017, and 4,000,000 issued and outstanding as of June 30, 2016 and 2015, respectively		6,000			4,000			4,000
Total current liabilities		11,087,872			8,066,516
Preferred stock C, $0.001 par value, 40,000,000 shares designated: zero Issued and outstanding as of June 30, 2017, 2016 and 2015, respectively		–			–			–
Stockholders' Deficit:
Common stock; $.001 par value; 500,000,000 shares authorized; 471,150,864 issued and outstanding as of June 30, 2017 and 2016, respectively, and 466,150,864 issued and outstanding as of June 30, 2015		471,151			471,151			466,151
Preferred stock, $0.001 par value, 100,000,000 shares authorized
Additional paid-in capital		6,369,863			6,370,063			6,354,063
Preferred stock A, $0.001 par value, 5,000,000 shares designated: 5,000,000 shares issued and outstanding as of June 30, 2014 and 2013		5,000			5,000
Accumulated other comprehensive loss		247,392			258,913			150,195
Preferred stock B, $0.001 par value, 15,000,000 shares designated: 4,000,000 shares issued and outstanding as of June 30, 2014 and 2013		4,000			4,000
Accumulated deficit		(28,049,201	)		(24,754,712	)		(21,734,138	)
Preferred stock C, $0.001 par value, 40,000,000 shares designated: zero shares issued and outstanding as of June 30, 2014 and 2013		–			–
Total shareholders' deficit		(20,949,795	)		(17,645,585	)		(14,754,729	)
Common stock, $0.001 par value, 500,000,000 shares authorized: 466,150,864 and 412,400,864 shares issued and outstanding as of June 30, 2014 and June 30, 2013, respectively		466,151			412,401
Total liabilities and shareholders' deficit	$	1,915		$	1,219		$	1,198
Collateralized shares issued		(137,500	)		(137,500	)
Shares committed to be issued		35,000			35,000
Additional paid-in capital		6,449,271			5,781,221
Accumulated other comprehensive loss		(139,864	)		(112,954	)
Accumulated deficit		(17,698,051	)		(14,046,658	)
Total stockholders' deficit		(11,015,993	)		(8,059,490	)
Total liabilities and stockholders' deficit	$	71,879		$	7,026

See Notes to Consolidated Financial Statements.

F-3

CONSORTEUM HOLDINGS, INC. & SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

	For the Year Ended June 30, 2014			For the Year Ended June 30, 2013
Revenues	$	–		$	–
Operating expenses:
Selling, general and administrative		2,698,191			3,561,198
Impairment of investment		–			180,432
Impairment of intangible assets		–			182,941
Total operating expenses		2,698,191			3,924,571
Operating loss		(2,698,191	)		(3,924,571	)
Other income and (expense)
Interest expense		(1,072,288	)		(883,997	)
Gain on settlement of debt		119,086			–
Total other expenses		(953,202	)		(883,997	)
Net loss		(3,651,393	)		(4,808,568	)
Foreign currency translation adjustment		(26,910	)		(10,383	)
Comprehensive loss	$	(3,678,303	)	$	(4,818,951	)
Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)
Basic and diluted weighted average common shares outstanding		455,726,206			336,072,678

FOR THE YEARS ENDED JUNE 2017, 2016 AND 2015

	For the Year Ended June 30, 2017			For the Year Ended June 30, 2016			For the Year Ended June 30, 2015
Operating expenses:
Selling, general and administrative		1,096,698			1,242,074			2,477,205
Total operating expenses		1,096,698			1,242,074			2,477,205

Operating loss		(1,096,698	)		(1,242,074	)		(2,477,205	)

Other expense
Interest expense		(2,197,790	)		(1,778,500	)		(1,549,572	)
Loss on disposal of fixed assets		–			–			(9,310	)
		(2,197,790	)		(1,778,500	)		(1,558,882	)

Net loss		(3,294,489	)		(3,050,574	)		(4,036,087	)

Foreign currency translation adjustment		(11,521	)		108,718			290,059
Comprehensive loss	$	(3,306,010	)	$	(2,911,856	)	$	(3,746,028	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)	$	(0.01	)

Basic and diluted weighted average common shares outstanding		471,150,864			470,672,722			466,150,864

See Notes to Consolidated Financial Statements.

F-4

CONSORTEUM HOLDINGS, INC. & SUBSIDIARIES

STATEMENT OF CHANGES IN STOCKHOLDERS' ’ (DEFICIT)

	Preferred Stock				Common Stock				Collateralized Shares			Shares Committed to be		AdditionalPaid-in		AccumulatedOtherComprehensive			Accumulated			TotalStockholders’
	Shares		$		Shares		$		Issued			Issued		Capital		(loss)			Deficit			Deficit
Ending balance, June 30, 2012		–	$	–		309,216,464	$	309,217	$	(137,500	)	$	35,000	$	3,428,065	$	(102,571	)	$	(9,238,090	)	$	(5,705,879	)
Preferred A shares issued for services at $0.001 per share in September 2012		5,000,000		5,000		–		–		–			–		5,000		–			–			10,000
Preferred B shares issued for services at $0.001 per share in September 2012		4,000,000		4,000		–		–		–			–		4,000		–			–			8,000
Share-based compensation – stock options		–		–		–		–		–			–		208,493		–			–			208,493
Discount on convertible promissory notes		–		–		–		–		–			–		2,787		–			–			2,787
Shares issued for officer compensation (See Note 11)		–		–		40,000,000		40,000		–			–		1,560,000		–			–			1,600,000
Shares issued for conversion of convertible promissory notes (See Note 11)		–		–		63,184,400		63,184		–			–		572,876		–			–			636,060
Foreign currency translation		–		–		–		–		–			–		–		(10,383	)		–			(10,383	)
Net loss		–		–		–		–		–			–		–		–			(4,808,568	)		(4,808,568	)
Ending balance June 30, 2013		9,000,000	$	9,000		412,400,864	$	412,401	$	(137,500	)	$	35,000	$	5,781,221	$	(112,954	)	$	(14,046,658	)	$	(8,059,490	)
Share-based compensation – stock options		–		–		–		–		–			–		48,300		–			–			48,300
Shares issued as compensation		–		–		5,000,000		5,000		–			–		30,000		–			–			35,000
Shares issued with loans payable		–		–		5,000,000		5,000		–			–		30,000		–			–			35,000
Shares issued for conversion of convertible promissory notes (See Note 11)		–		–		40,000,000		40,000		–			–		488,500		–			–			528,500
Shares issued for cash		–		–		3,750,000		3,750		–			–		71,250		–			–			75,000
Foreign currency translation		–		–		–		–		–			–		–		(26,910	)		–			(26,910	)
Net loss		–		–		–		–		–			–		–		–			(3,651,393	)		(3,651,393	)
Ending balance June 30, 2014		9,000,000	$	9,000		466,150,864	$	466,151	$	(137,500	)	$	35,000	$	6,449,271	$	(139,864	)	$	(17,698,051	)	$	(11,015,993	)

FOR THE THREE YEARS ENDED JUNE 30, 2017

Preferred Stock
(Series A&B )

Common Stock

Collateralized
Shares

Shares
Committed to be

Issued

Ending balance, June 30, 2014

9,000,000

9,000

466,150,864

466,151

(137,500

)

35,000

Stock Option expense

–

Shares released from escrow

–

137,500

(35,000

)

Foreign currency translation

–

Net loss

–

Ending balance June 30, 2015

9,000,000

9,000

466,150,864

466,151

–

Shares issued in asset acquisition

–

5,000,000

5,000

–

Foreign currency translation

–

Net loss

–

Ending balance June 30, 2016

9,000,000

9,000

471,150,864

471,151

–

Series B Preferred Shares issued

2,000,000

2,000

–

Foreign currency translation

–

Net loss

–

Ending balance June 30, 2017

11,000,000

11,000

471,150,864

471,151

–

	Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Capital			(loss)			Deficit			(Deficit)
Ending balance, June 30, 2014	$	6,449,271		$	(139,864	)	$	(17,698,051	)	$	(11,015,993	)

Stock Option expense		7,292			–			–			7,292
Shares released from escrow		(102,500	)								–
Foreign currency translation		–			290,059			–			290,059
Net loss		–			–			(4,036,087	)		(4,036,087	)

Ending balance June 30, 2015	$	6,354,063		$	150,195		$	(21,734,138	)	$	(14,754,729	)

Shares issued in asset acquisition		16,000			–			–			21,000
Foreign currency translation		–			108,718			–			108,718
Net loss		–			–			(3,020,574	)		(3,020,574	)
Ending balance June 30, 2016	$	6,370,063		$	258,913		$	(24,754,712	)	$	(17,645,585	)

Series B Preferred Shares issued		(200	)		–			–			1,800
Foreign currency translation		–			(11,521	)		–			(11,521	)
Net loss		–			–			(3,294,489	)		(3,294,489	)
Ending balance June 30, 2017	$	6,369,863		$	247,392		$	(28,049,201	)	$	(20,949,795	)

See Notes to Consolidated Financial Statements.

F-5

CONSORTEUM HOLDINGS, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended June 30, 2014			Year Ended June 30, 2013
	Year Ended June 30, 2017			Year Ended June 30, 2016			Year Ended June 30, 2015
Cash flows from operating activities:
Net loss	$	(3,~~651~~294,~~393~~489	)	$	(43,~~808~~020,~~568~~574	)	$	(4,036,087	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of investment		–			180,432
Depreciation		–			–			6,233
Impairment of intangible assets		–			182,941
Loss on disposal of fixed assets		–			–			9,310
Write-off of note receivable		–			423,100
Stock-based compensation		–			–			7,292
Depreciation		11,162			1,173
Changes in operating assets and liabilities:
Gain on forgiveness or restructuring of debt		(119,086	)		–
Impairment expense		–			146,000			–
Amortization of debt discount		35,000			2,787
Accounts payable		22,461			34,634			71,869
Amortization of deferred finance charges		–			14,657
Accrued expenses		928,476			930,945			957,219
Amortization of intangible asset		–			51,000
Accrued interest		2,194,529			1,776,979			1,547,398
Stock-based compensation		83,300			1,607,838
Net cash used in operating activities		(149,023	)		(132,016	)		(1,436,766	)
Changes in operating assets and liabilities:
Cash flows used in investing activities:
Accounts payable		140,207			206,617
Net cash used in investing activities		–			–			–
Accrued expenses		743,772			237,007
Cash flows from financing activities:
Accrued interest		1,037,273			721,851
Proceeds from stockholders' advances		174,293			138,731			1,329,874
Net cash used in operating activities		(1,719,765	)		(1,179,165	)
Repayment of stockholders' advances		(24,442	)		(5,364	)		(141,563	)
Cash flows used in investing activities:
Proceeds from the issuance of convertible promissory notes		–			–			215,000
Purchase of license agreement		–			(88,941	)
Net cash provided by financing activities		149,851			133,367			1,403,311
Capital expenditures		(22,119	)		(4,660	)
Effect of exchange rate on cash		(132	)		(1,330	)		(19,340	)
Note receivable		–			(423,100	)
Net increase (decrease) in cash		696			21			(52,795	)
Purchase of investment		–			(180,432	)
Cash, beginning of period		1,219			1,198			53,993
Net cash used in investing activities		(22,119	)		(697,133	)
Cash, end of period	$	1,915		$	1,219		$	1,198
Cash flows from financing activities:
Supplemental disclosures of cash flow information:
Proceeds from loans		395,000			1,490,000
Cash paid for interest	$	–		$	–		$	–
Proceeds from the issuance of common stock		75,000			–
Cash paid for income taxes	$	–		$	–		$	–
Financing costs		–			(14,250	)
Non-cash investing and financing activities:
Proceeds from stockholders' advances and note payable		1,508,644			–
Fair value of Series B Preferred Shares issued for additional consideration to noteholder	$	1,800		$	–		$	–
Repayment of stockholders' advances and note payable		(384,454	)		(87,436	)
Shares and debt issued for purchase of prepaid advertising	$	–		$	146,000		$	–
Proceeds from the issuance of convertible promissory notes		250,000			536,507
Net cash provided by financing activities		1,844,190			1,924,821
Effect of exchange rate on cash		(48,802	)		(57,405	)
Net (decrease) increase in cash		53,504			(8,882	)
Cash, beginning of year		489			9,371
Cash, end of year	$	53,993		$	489
Supplemental disclosures of cash flow information:
Cash paid for interest	$	–		$	9,212
Cash paid for income taxes	$	–		$	–
Non-cash investing and financing activities:
Fair value of shares issued with loans payable	$	35,000		$	2,787
Fair value of shares issued for convertible debt and accrued interest	$	528,500		$	636,060
Fair value of shares issued for accrued salaries	$	–		$	218,655

See Notes to Consolidated Financial Statements.

F-6

CONSORTEUM HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ~~Organization~~The ~~and Going Concern~~Company

Consorteum Holdings, Inc. ("Holdings" or the “Company”), formerly known as Implex Corporation, was incorporated in the State of Nevada on November 7, 2005. On April 9, 2009, the Company changed its name to Consorteum Holdings, Inc.

In July 2013 the Company made a decision to recast its business as a provider of digital content across mobile devices. To that end, we retained a senior level software development team. In conjunction therewith, the Company formed two Nevada subsidiaries: Bad Rabbit Inc. and ThreeFiftyNine Inc. Moving forward, ThreeFiftyNine sets out to be a highly differentiated business in the digital space, focusing on cloud infrastructure design, development and deployment, as well as on digital transaction management.

Combined with our personnel’s experience in the payment processing and financial transaction markets, we believe that recent advances in technology have enabled smart phones to develop custom applications that will allow the phone to process payments, conduct banking transactions and emulate the traditional role that ATM machines now play. We intend to leverage our expertise in mobile applications development to target new opportunities to provide traditional banking and payment services to our customers.

In October 2012, we secured a license to market and license the CAPSA technology from Tarsin Inc. (“Tarsin”). The licensing agreement provided the Company with an exclusive right to license the CAPSA software platform in selected geographical markets throughout Canada, and Mexico, along with select customers within the United States and is capable of providing digital media to a wide range of mobile handsets, and provides for the ability to securely transmit financial information to individual handset owners. The Tarsin license provided us with capabilities in the mobile handset market, which we could use to ensure cross functionality of mobile applications across a wide variety of handsets. Tarsin Inc. filed a voluntary petition for bankruptcy protection in the U.S. Bankruptcy Court, Northern District of California. The Company was a creditor in this Case No. 13-53607. In resolving the bankruptcy case, NYG Holdings LLC (“NYG”) acquired the original intellectual property from Tarsin Inc., which included the first generation CAPSA platform.

On June 12, 2014, the Company entered into an agreement to enter into a multi-year license agreement for the CAPSA platform with NYG. This license, which is expected to be entered into in October 2014, will grant latitude to the Company to make modifications and further enhancements to the platform, which will be marketed as the Universal Mobile Interface (“UMI”). We intend to initially introduce the UMI platform into the market utilizing branded partnership relationships in the mobile sports betting and casino gaming verticals. The multi-year license agreement is for five years and is thereafter renewable annually. The Company is responsible to pay royalties fees of 10% of net revenues plus $100,000 annually. However, the first 18 months of the agreement will be royalty free and the first three years of annual payments waived.

In July 2012, we entered into negotiations with Knockout Gaming Limited (“Knockout”), a corporation organized under the laws of the Isle of Man, to resell their online gaming licensed platform, Fireplay. We intend to enter into a licensing and reselling agreement once Knockout launches their platform. Since July 2012, we paid $180,432 to Knockout as an interim payment against a future equity position in Knockout. If the Company obtains funding, we intend to purchase up to a 10% equity position in Knockout pending further due diligence.

Going Concern and Management Plan

The Company's consolidated financial statements are presented on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business. The Company has suffered losses from operations. As of June 30, ~~2014~~2017, the Company had a working capital deficit (current liabilities in excess of current assets) of approximately $1120.95 million. ~~The Company's working capital deficit and recent losses raise substantial doubt as to its ability to continue as a going concern.~~

The Company has secured working capital of approximately $2174,000, $139,000 and $1.25 million during the ~~year~~years ended June 30, ~~2014~~2017, 2016 and 2015 respectively. Subsequent to such date, the Company has raised additional capital totaling approximately $~~395~~240,000; such proceeds were used for working capital of the business. The Company requires additional equity or debt financing to meet its obligations as they become due. In the event that such financing is not secured, the Company will not be able to satisfy its liabilities. ~~Furthermore,~~Certain ~~certain~~of ~~debt~~the isCompany’s ~~overdue~~debt ~~and~~ is ~~secured by all assets of the Company~~overdue. The Company is attempting to restructure some of the debt and secure ~~cash~~investments ~~from an executed capital raise agreement and~~ additional financing partners to satisfy its existing obligations and provide for sufficient working capital to meet the Company’s future obligations but there are no guarantees that the Company will be able to do any of these things.

Since its inception the Company has incurred significant losses and, as of June 30, 2017, had an accumulated deficit of $28,049,000. For the year ended June 30, 2017, the Company had a net loss from operations of $1,097,000. For the years ended June 30, 2016 and June 30, 2015, the Company had a net loss from operations of $1,242,000 and $2,477,000, respectively. The Company had negative working capital of $20,950,000 at June 30, 2017, $17,650,000 at June 30, 2016 and $14,750,000 at June 30, 2015. Achieving profitability and positive cash flow depends on the Company’s ability to generate and sustain significant increases in revenues and gross profits from its business. There can be no assurances that the Company will be able to generate sufficient revenues and gross profits to achieve profitability and positive cash flow in the future.

The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the inability of the Company to continue as a going concern.

F-7

2.	Summary of Significant Accounting Policies

The accounting policies of the Company are in accordance with accounting principles generally accepted in the United States of America, and their basis of application is consistent with that of the previous year. Set forth below are the Company's significant accounting policies:

Basis of Presentation

The consolidated financial statements include the accounts of Consorteum Holdings, Inc., Consorteum Inc., Bad Rabbit, Inc., ~~and~~359 ~~ThreeFiftyNine,~~Mobile Inc.; and ThreeFiftyNine, Inc. The Company, including its named subsidiaries, had very few activities during the ~~year.~~fiscal ~~All~~years ~~significant~~covered ~~intercompany~~by ~~balances~~this ~~and~~comprehensive 10-K ~~transactions are eliminated on consolidation~~filing. All significant intercompany balances and transactions are eliminated on consolidation.

Use of Estimates

The preparation of financial statements in in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant areas requiring the use of estimates relate to the estimated ~~the~~ utilization of future income tax assets, potential penalties on ~~certain~~ certain wages, and the valuation of stock-based compensation. These estimates are based on management's best knowledge of current ~~events~~ events and actions the Company may undertake in the future. Actual results will ultimately differ from those estimates.

F-7

Cash and cash equivalents

Cash and cash equivalents comprise bank balances and short-term bank deposits with an original maturity of three months or less.

Property and equipment

Property and equipment is recorded at cost. Depreciation, based on the estimated useful life of the property and equipment, is provided over a period of three years. Depreciation expense was $6,233 for the year ended June 30, 2015. As of June 30, 2015, all property and equipment was written off due to disposal and abandonment. A loss on disposal of $9,310 was recognized.

Intangible asset

~~Intangible~~Not asset represents a software license right acquired as part of our exclusive licensing agreement with Tarsin Inc. to use the CAPSA platform in defined territories. The license is subject to an annual license fee, which was satisfied for 2013 in consideration for a total of approximately $234,000 paid to Tarsin. Amortization expense relating to intangible assets was $0 and $51,000 for the fiscal years ended June 30, 2014 and 2013, respectively. Management determined that impairment of the intangible asset was appropriate in fiscal 2013, see Note 4)applicable

Impairment of long-lived assets

In accordance with ASC 360, "Property, plant and equipment," long lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long lived assets to be disposed of are reported at the lower of carrying amount or fair value of asset less cost to sell.

Deferred finance charges

~~Deferred~~Not finance charges represent the unamortized financing costs associated with the issuance of debt instruments and are amortized over the terms of the respective financing arrangement using the effective interest method. As of June 30, 2013, the Company paid an outside broker a one-time refundable administrative fee of approximately $150,000 related to a $30,000,000 financing transaction that was to initially close by May 31, 2013. Due to the uncertainty of the transaction and recoverability of the funding deposit, the Company has charged the $150,000 to expense rather than to defer this amount as of June 30, 2013.applicable

Convertible Debt with Beneficial Conversion Features

Convertible debt is accounted for under ~~the~~ the guidelines established by Accounting Standards Codification (“ASC”) 470, “Debt with Conversion and Other Options” and ASC 740, “Beneficial Conversion Features”. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible debt that ~~have~~has conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to warrants and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features, both of which are credited to paid-in-capital.

F-8

The Company calculates the fair value of warrants issued, if any, with the convertible instruments using the Black-Scholes valuation method, using the same assumptions used for valuing employee options for purposes of ASC 718 “Compensation – Stock Compensation”, except that the contractual life of the warrant is used. Under these guidelines, the Company allocates the value of the proceeds received from a convertible debt transaction between the conversion feature and any other detachable instruments (such as warrants) on a relative fair value basis. The allocated fair value is recorded as a debt discount or premium and is amortized over the expected term of the convertible debt to interest expense. For a conversion price change of a convertible debt issue, the additional intrinsic value of the debt conversion feature, calculated as the number of additional shares issuable due to a conversion price change multiplied by the previous conversion price, is recorded as additional debt discount and amortized over the remaining life of the debt.

F-8

Convertible Debt with Adjustable Conversion Options

~~Convertible~~Certain ~~debt~~of ~~which~~our ~~contains~~convertible debt contains rights that allow the holders to adjust their conversion price in the event the Company issues common stock at a price per share below their conversion price or convert principal into a variable number of shares with no floor price. Accordingly, the provisions of ASC 815, “Derivatives and Hedging” (“ASC 815”) apply and must be evaluated by us. ASC 815 applies to any freestanding financial instruments or embedded features that have the characteristics of a derivative and to any freestanding financial instruments that are potentially settled in an entity’s own common stock. These conversion features are bifurcated and recorded at fair value at each reporting date using the Black ~~Sholes~~Scholes valuation model.

Revenue recognition

The Company will recognize revenue based on on the following criteria: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. As of June 30, 2017, the Company has had no revenue, neither current nor deferred.

Share-Based Payments

The Company accounts for stock options ~~issued~~ issued to employees and consultants under ASC 718, “Share-Based Payment”. Under ASC 718, share-based compensation cost to ~~employees~~ employees is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee's requisite vesting period.

The Company measures compensation expense ~~for~~ for its non-employee stock-based compensation under ASC 505, “Equity”. The fair value of the option issued or committed to to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty's performance is complete. The fair value of the equity instrument is charged directly to stock-based compensation expense and credited to additional paid-in capital.

Income taxes

The Company accounts for income taxes in accordance with ASC 740, "Income Taxes". Deferred tax assets and liabilities are recorded for differences between the financial statement and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change in deferred tax assets and liabilities during the period.

Foreign currency translation

In accordance with the provision of ASC 830, " Foreign Currency Matters," the Company~~, whose functional currency is the Canadian dollar,~~ translates its balance ~~sheet~~ sheet into U.S. dollars at the prevailing rate at the balance sheet date and translates its revenues and expenses at the average ~~rates~~ rates prevailing during each reporting period. Net gains or losses resulting from the translation of financial statements are accumulated and charged directly to accumulated comprehensive income or (loss), a component of stockholders' equity or (deficit). Realized gains or losses resulting from foreign currency transactions are included in operations for the period.

Comprehensive Income or loss

The Company applies the provisions of ASC 220, “Comprehensive Income.” Unrealized gains and losses from foreign exchange translation are reported in the accompanying consolidated statements of operations and comprehensive loss.

Earnings or loss per share

The Company accounts for earnings or loss per share pursuant to ASC 260, "Earnings per Share," which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus potentially dilutive securities outstanding for each year. The computation of diluted earnings (loss) per share has not been presented as its effect would be anti-dilutive.

F-9

~~The~~Earnings ~~Company~~or ~~excluded~~loss ~~20,000,000~~per options and 3,172,184 warrants from the calculation for the years ended June 30, 2014 and 2013, as the exercise prices were in excess of the average closing price of the Company’s common stock. In addition, all conversion prices of convertible debt were in excess of the average closing price of the Company’s common stock, and accordingly, excluded from the dilutive share ~~calculation.~~

The Company accounts for earnings or loss per share pursuant to ASC 260, Earnings per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus potentially dilutive securities outstanding for each year. The computation of diluted earnings (loss) per share has not been presented as its effect would be anti-dilutive.

The Company excluded 20,000,000 options and 680,000, 1,105,000 and 3,172,184 warrants from the calculation for the years ended June 30, 2017, 2016, and 2015, respectively, as the exercise prices were in excess of the average closing price of the Company’s common stock. In addition, all conversion prices of convertible debt were in excess of the average closing price of the Company’s common stock, and excluded from the dilutive share calculation.

Concentration of Credit Risk

ASC 825, "Financial Instruments", requires disclosure of any significant off-balance-sheet risk and credit risk concentration. The Company does not have significant off-balance-sheet risk or credit concentration. The Company maintains cash with major financial institutions. From time to time, the Company may have funds on deposit with commercial banks that exceed federally insured limits. Management does not consider this to be a significant credit risk as these banks and financial institutions have good standing.

The Company maintains its cash accounts in in a commercial bank and in an institutional money-market fund account. The total cash balances held in a commercial bank are secured by the Federal Deposit Insurance Corporation (“FDIC”) up to $~~100~~250,000, per insured bank. At times, the Company has cash deposits in excess of federally insured limits. In addition, the Institutional Funds Account is insured through the Securities Investor Protection Corporation (“SIPC”) up to $500,000 per customer, including up to $~~100~~250,000 for cash. ~~At times, the Company has cash deposits in excess of federally and institutional insured limits.~~

~~Recent~~Development ~~accounting~~Stage ~~pronouncements~~Entity

In June 2014, the FASB issued ASU No. 2014-10, which eliminates the concept of a development stage entity, or DSE, in its entirety from GAAP. Under existing guidance, DSEs are required to report incremental information, including inception-to-date financial information, in their financial statements. A DSE is an entity devoting substantially all of its efforts to establishing a new business and for which either planned principal operations have not yet commenced or have commenced but there has been no significant revenues generated from that business. Entities classified as DSEs will no longer be subject to these incremental reporting requirements after adopting ASU No. 2014-10. ASU No. 2014-10 is effective for fiscal years beginning after December 15, 2014, with early adoption permitted. Retrospective application is required for the elimination of incremental DSE disclosures. Prior to the issuance of ASU No. 2014-10, the Company had met the definition of a DSE since its inception. The Company elected to adopt this ASU early, and therefore it has eliminated the incremental disclosures previously required of DSEs.

~~Management~~Recent ~~does not believe that any other recently issued, but not yet effective~~ accounting pronouncements~~, if adopted, would have a material effect on the accompanying consolidated financial statements.~~

The FASB has issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company has not yet determined the effect of the adoption of this standard and it is not expected to have a material impact on the Company's consolidated financial position and results of operations.

In August 2014, the FASB issued a new accounting standard which requires management to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard became effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this standard for the fiscal years ending June 30, 2014, 2015, 2016 and 2017.

F-10

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which is intended to improve targeted areas of consolidation guidance for legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). The ASU focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In addition to reducing the number of consolidation models from four to two, the new standard simplifies the FASB Accounting Standards Codification and improves current U.S. GAAP by placing more emphasis on risk of loss when determining a controlling financial interest, reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity ("VIE"), and changing consolidation conclusions for companies in several industries that typically make use of limited partnerships or VIEs. The ASU will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of ASU 2015-02 to have a material effect on our financial position, results of operations or cash flows.

In April 2015, the FASB issued Accounting Standards Update ("ASU") No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which is intended to simplify presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The ASU does not affect the recognition and measurement guidance for debt issuance costs. For public companies, the ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early application is permitted. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

In April 2015, the FASB issued Accounting Standards Update No. 2015-06, Earnings Per Share {Topic 260): Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions, which specifies that, for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a drop down transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. This updated guidance is not expected to have a material impact on our results of operations, cash flows or financial condition.

In August 2015, the FASB issued ASU 2015-14, "Revenue From Contracts With Customers (Topic 606)". The amendments in this ASU defer the effective date of ASU 2014-09 "Revenue From Contracts With Customers (Topic 606)". Public business entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. This guidance is not expected to have a material impact on our results of operations, cash flows, or financial condition.

In January 2016, the FASB issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance.

In February 2016, the FASB issued Accounting Standards Update (ASU) 2016-02, which amends the guidance in U.S. GAAP on accounting for operating leases, and states that a lessee will be required to recognize assets and liabilities for operating leases with lease terms of more than 12 months on the balance sheet. The new standard is effective for fiscal years and interim periods beginning after December 15, 2018, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted. We are currently evaluating the effect ASU 2016-02 will have on our consolidated financial statements.

In March 2016, the FASB issued an Accounting Standards Update (ASU) "ASU 2016-09 Improvements to Employee Share-Based Payment Accounting" which is intended to improve the accounting for employee share-based payments. The ASU simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. The new standard is effective for fiscal years and interim periods beginning after December 15, 2016, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is permitted. We are currently evaluating the effect ASU 2016-09 will have on our consolidated financial statements.

F-11

In April 2016, the FASB issued ASU 2016 — 10 "Revenue from Contract with Customers: identifying Performance Obligations and Licensing". The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity's promise to grant a license provides a customer with either a right to use the entity's intellectual property (which is satisfied at a point in time) or a right to access the entity's intellectual property (which is satisfied over time). The amendments in this Update are intended to reduce the degree of judgement necessary to comply with Topic 606. This guidance has no effective date as yet. This guidance is not expected to have a material impact on our results of operations, cash flows, or financial condition.

In August 2016, the FASB issued ASU 2016-15, "Classification of Certain Cash Receipts and Cash Payments." ASU 2016-15 is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the effect ASU 2016-15 will have on our consolidated statements of cash flows.

In May 2017, the FASB issued Accounting Standards Update No. ("ASU") 2017-09, Compensation - Stock Compensation, an amendment to Topic 718. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. 2. An entity should account for the effects of a modification unless all the following are met:

The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification.

The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified.

The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified.

The current disclosure requirements in Topic 718 apply regardless of whether an entity is required to apply modification accounting under the amendments in this Update. The amendments in this Update are effective for all entities for annual periods beginning after December 15, 2017. Early adoption is permitted and should be applied prospectively to an award modified on or after the adoption date. The amendments proposed in this ASU are not expected to have a material impact on our consolidated financial statements.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not expect the future adoption of any such pronouncements to have a significant impact on its results of operations, financial condition or cash flow.

The FASB has issued new standards for revenue recognition, ASU 2016-12, 2014-09 and 2015-14. These standards apply for fiscal years beginning after December 15, 2017. Management will assess the potential impact of the adoption of these standards to our financial statements at a later date.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

3.	Fair Value Measurements

The Company adopted ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Other inputs that are directly or indirectly observable in the marketplace.

Level 3 - Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Cash (Level 1), note receivables, due to stockholders, accounts payable, accrued liabilities, convertible promissory notes and loans payable (Level 2) are reflected in the balance sheets at carrying value, which approximates fair value due to the short-term nature of these instruments.

~~4. Note Receivable and License Agreement with Tarsin~~F-12

~~On October 10, 2012, the Company entered into a licensing agreement with Tarsin for rights to the CAPSA technology; the agreement is for a term of three (3) years~~4. InLicense ~~connection therewith,~~Agreement the Company acquired exclusive rights to market, sell and service CAPSA in Canada, Mexico, as well as select customers in the United States. The Company must pay $100,000, annually, beginning in year two of the agreement. Under the license, the Company is subject to a royalty of 12.5% of revenues generated by the Company from the CAPSA technology. The Company also retains the “Right of First Negotiation” to enter into markets in the United States, which do not overlap with ~~the existing contractual relationships that~~ Tarsin has with Stations Casino in Nevada. Since the date of the license agreement, the Company advanced Tarsin approximately $234,000 and applied such amount to the license. Amortization of said license for the year ended June 30, 2014 and 2013 was zero and $51,000, respectively. Management determined that due to the financial difficulties of Tarsin and their bankruptcy filing, the ability for the Company to execute on the licensed technology may be hindered. Accordingly, the remaining capitalized amount as of June 30, 2013 of approximately $183,000 was impaired. The charge for impairment is included in the accompanying statement of operations.

~~F-10~~In October 2012, the Company secured a license to market and license the world’s first regulatory compliant mobile platform for delivery of gaming content originally known as CAPSA, which met the standards of the Nevada Gaming Board, from Tarsin Inc. (“Tarsin”) through a licensing agreement. The licensing agreement provided the Company with an exclusive right to license the CAPSA software platform in selected geographical markets throughout Canada and Mexico, along with select customers within the United States (the “Tarsin License”). The CAPSA software platform was capable of providing digital media to a wide range of mobile handsets, and provided for the ability to securely transmit financial information to individual handset owners.

~~During~~Tarsin filed a voluntary petition for bankruptcy protection in the ~~three~~U.S. ~~months~~Bankruptcy ~~ended~~Court, ~~March~~Northern 31District of California and the Company was a creditor in this Case No. 13-53607. In resolving the bankruptcy case, ~~2013~~NYG Holdings LLC (“NYG”) acquired the original intellectual property from Tarsin, which included the ~~Company~~first ~~made~~generation ~~advances~~CAPSA toplatform. ~~Tarsin~~Effective ~~totaling~~October ~~$241~~20,~~000.~~ ~~The~~2014, the Company entered into a ~~note~~multi-year license agreement for the CAPSA platform with ~~Tarsin~~NYG. toThe bemulti-year ~~repaid~~license byagreement ~~September 16,~~was ~~2013,~~for ~~with~~a ~~interest~~five atyear 0term renewable annually thereafter.25 The Company was responsible to pay royalties fees of 10% ~~per~~of ~~annum~~net revenues plus $100,000 annually. ~~During~~However, the ~~three~~first 18 months ~~ended~~of ~~June~~the ~~30,~~agreement were ~~2013~~royalty free and the first three years of annual payments were waived. In the spring of 2015, the Company ~~advanced~~stopped ~~Tarsin~~development on anthe ~~additional $182~~legacy CAPSA platform,~~000~~ ~~with~~as ~~aggregate~~the CAPSA platform was eclipsed by rapid advances ofin ~~approximately~~open ~~$423,000~~source software platforms that became commercially available in 2015. ~~This~~The ~~note~~Company ~~and~~never ~~additional~~introduced ~~advances~~its ~~was~~platform ~~not~~or ~~repaid~~any asproducts ofinto ~~June~~the 30market, ~~2013~~never generated any revenue and never used the CAPSA platform in any commercial way. Recently, the Company made a decision to recast its business to ~~Management~~take ~~determined~~advantage of other opportunities that ~~due~~have arisen that do not utilize the CAPSA Platform. On August 31, 2017, the Company and NYG mutually agreed to terminate the ~~financial~~license ~~difficulties~~agreement and for the rights, licenses and obligations of ~~Tarsin~~each of the parties thereunder to terminate and ~~their~~cease ~~bankruptcy~~effective ~~filing~~December 31, ~~there~~2016, isthe ~~substantial~~time ~~doubt~~at which NYG discontinued its business. Further, each party ~~about~~has ~~the~~mutually ~~ability~~agreed to bewaive ~~repaid~~and onrelease the ~~aggregate~~other ~~amount~~party from any breaches of the ~~note~~License ~~receivable~~Agreement ~~from~~by ~~Tarsin.~~the ~~Accordingly,~~other ~~management~~party ~~reserved~~that ~~the~~may ~~full~~have ~~amount~~occurred ofduring ~~advances~~the ~~totaling~~term ~~$423,000~~the ~~and~~License ~~charged~~Agreement ~~operations~~was in ~~fiscal 2013~~effect.

The Company paid consulting fees to Tarsin’s president of approximately $142,000 and $73,000 during fiscal 2014 and 2013 fiscal year. As of June 30, 2014 the Company owed Tarsin’s president $100,000 for consulting services rendered.

5.	Investment, at cost and Deferred Financing Costs

~~Investment,~~Not ~~at cost~~Applicable

During fiscal 2013, the Company made a partial payment of approximately $180,000 towards acquiring a 10% common equity investment in KO Gaming, Inc. and a 5% common equity investment in KO Entertainment, Inc., for an aggregate purchase price of $3.5 million.

Management determined that since the initial investment was made, an impairment of the asset value had occurred. Management determined that the remaining value was minimal, if any, and fully impaired the investment as of June 30, 2013. The charge for impairment is included in the accompanying statement of operations for the fiscal year ended June 30, 2013.

Deferred Financing Costs

In fiscal 2013, per the terms of a funding agreement with AIC Group Holdings Limited, the Company paid a one-time administration fee of $150,000. It was ultimately determined that it was doubtful that the funding would be consummated and accordingly, the Company charged the $150,000 to expense in fiscal 2013.

6.	Equipment, Net

~~Equipment~~Not consists of cost of computer equipment of approximately $48,861 and $25,000, at June 30, 2014 and 2013, respectively, and related accumulated depreciation of approximately $30,975 and $18,900 at June 30, 2014 and 2013, respectively.Applicable

Depreciation expense amounted to approximately $11,200 and $1,200 during fiscal 2014 and 2013, respectively.

7.	Accrued Expenses

The Company's accrued expenses are as follows:

June 30, 2014

June 30, 2013

June 30, 2017

June 30, 2016

June 30, 2015

Salaries, wages and benefits - officers

~~446~~1,~~649~~934,586

691,~~687~~368,610

830,445

Salaries, wages, and benefits – non-officers

46,~~612~~100

46,~~056~~100

46,100

Payroll taxes and related penalties and interest

~~330~~1,~~848~~003,619

99827,~~921~~869

674,136

Professional services

~~400~~864,~~151~~100

~~389~~693,~~835~~050

549,000

Other

56138,~~976~~176

59115,~~475~~919

62,076

Total Accrued Expenses

13,~~281~~986,~~236~~581

~~664~~3,~~974~~051,548

2,161,757

The Company has not ~~reported~~remitted ~~wages paid subject~~withholding totaxes ~~withholding~~on of Federal and state ~~income~~wages ~~taxes~~for certain periods. The Company ~~may~~is be subject to taxes, penalties and interest if such ~~advances~~wage reports are not properly ~~reported~~filed in a timely manner. The Company has ~~estimated~~recorded such penalties and interest as indicated above.

F-1113

8.	Loans Payable and Convertible Promissory Notes

Loans payable are as follows:

	June 30,			June 30,
	June 30, 2017			June 30, 2016			June 30, 2015
	2014			2013
Loans payable, bearing interest at rates ranging from 0% to 18% per annum with default interest rates up to 24% per annum. These loans are all unsecured, payable on demand and past due. Accrued interest at June 30, 2017, 2016 and 2015 totaled approximately $704,900, $604,000 and $523,600, respectively.	$	1,563,602		$	1,462,391		$	1,405,332
Loans payable, bearing interest at rates between 0% and 18% per annum with default interest up to 24% per annum. Interest payable monthly. These loans are past due, unsecured and payable on demand. Accrued interest of $1,335,769 and $661,309 at June 30, 2014 and 2013, respectively. Certain of these notes totaling $320,000 and $1,490,000 incurred flat fees of 15% upon issuance during fiscal 2014 and 2013, respectively.	$	4,170,081		$	3,109,931
Less current portion		(1,563,602	)		(1,462,391	)		(1,405,332	)
Less: Current portion		(4,170,081	)		(3,109,931	)
Loans payable, non-current	$	–		$	–		$	–
Loans payable, non-current	$	–		$	–

Convertible Promissory Notes are as follows:

	June 30,		June 30,
	June 30, 2017		June 30, 2016		June 30, 2015
	2014		2013
Convertible promissory notes assumed in accordance with an asset purchase agreement with Media Exchange Group in 2011 bearing interest at rates from 5% to 8% per annum. All the notes are convertible into shares of common stock at conversion rates ranging from $0.01 to $0.05, at fixed numbers of shares by agreement. Accrued interest at June 30, 2017, 2016 and 2015 totaled approximately $506,300, $443,500 and $380,700, respectively. These notes are all unsecured and in default.	$	1,546,988	$	1,484,156	$	1,421,323
Convertible promissory notes assumed in accordance with asset purchase agreement with Media Exchange Group bearing interest between 5% to 8% per annum, convertible into shares of common stock at a rate ranging from $0.01 to $0.05. Accrued interest at June 30, 2014 and 2013 of $317,253 and $340,127, respectively. These notes were convertible upon the merger that occurred in July 2011.	$	1,357,905	$	1,685,779
Convertible promissory notes bearing interest at rates from 5% to 18% per annum. All the notes are convertible into shares of common stock at conversion rates ranging from $0.008 to $0.05. Accrued interest at June 30, 2017, 2016 and 2015 totaled approximately $288,900, $241,400 and $195,100, respectively. These notes are all unsecured and in default.		801,078		753,568		709,358
Convertible promissory notes, bearing interest between 5% and 18% per annum, which matured between October 2010 and March 2013. Interest is payable at maturity. The promissory notes are convertible at any time at the option of the holder, into shares of common stock each at a rate ranging from $0.008 to $0.05 or at 35% discount of market. Accrued interest of $115,130 and $48,322 at June 30, 2014 and 2013, respectively. The notes were substantially in default at June 30, 2012.		559,216		340,039
Convertible promissory notes each bearing interest at a rate of 24% per annum, compounding monthly. All the notes but one are convertible into shares of common stock at a conversion rate of $0.02 per share. One note is convertible into two million shares of Preferred B stock. Accrued interest at June 30, 2017, 2016 and 2015 totaled approximately $2,045,173, $1,392,900 and $878,700, respectively. These notes are all unsecured and in default.		3,083,698		2,431,475		1,917,200
Convertible promissory notes, bearing interest between at 5% per annum, maturing October 2012 to May 2013. Interest payable monthly. The notes are convertible at any time at the option of the holder, into shares of common stock at a rate from $0.02 to $0.05, each. Accrued interest of $39,769 and $62,836 at June 30, 2014 and 2013, respectively.		114,269		387,336
Convertible promissory notes each bearing interest at a rate of 24% per annum, compounding monthly. The notes are convertible into shares of common stock at a conversion rate of $0.02 per share. Accrued interest at June 30, 2017, 2016 and 2015 totaled approximately $2,381,500, $1,049,900 and $0, respectively. These notes were re-financed with the lender effective June 30, 2015 and bear the terms noted previously. All came due on June 29, 2016. As of June 30, 2017 and 2016, the notes were in default.		6,295,539		4,963,987		3,914,073
Convertible promissory notes, bearing interest at 8-12% per annum plus 2% default interest per month as applicable, maturing August 2012 to December 2013. Interest payable monthly. These notes are convertible at any time at the option of the holder, into shares of common stock at a rate of $0.02-$0.03 each. Accrued interest of $395,162 and $179,441 at June 30, 2014 and 2013, respectively.		1,552,913		1,087,192
Convertible Promissory Notes	$	11,727,303	$	9,633,186	$	7,961,954
Convertible promissory notes	$	3,584,303	$	3,500,346

~~Loans Payable~~F-14

The Company issued 40,000,000 and 63,184,400 shares of its common stock to satisfy obligations under certain loans payable aggregating approximately, $528,500 and $636,060 respectively, during fiscal 2014 and 2013.

During fiscal 2013, the Company received approximately $2,000,000 in cash proceeds from an existing note holder with the intent to establish an all encompassed promissory note for the primary lender and provide for additional advances to the Company. On July 17, 2013, the Company memorialized the loans made by the primary lender to provide for repayments in an aggregate amount of approximately $3,557,000, of which $2,957,000 was outstanding as of June 30, 2013. As of June 30, 2014, this primary lender principle loan balance and accrued interest balance was approximately $4,287,000. These repayment amounts include interest of either 15% or 10% over the term of the note and a default rate of 2% per month. Certain of these notes incur compounding interest. Of the total amount $250,000 is convertible into 1 million shares of Series B Preferred stock as noted above. A portion of these repayments also include fixed fee charges in the amount of $135,000 payable upon issuance of the loan, of which $85,000 was payable at June 30, 2013. As of this date, the Company has been unable to satisfy the repayment obligation.

F-12

Included in the note payable memorialized on July 17, 2014 was $250,000 in additional monies advanced during fiscal 2014. The same shareholder advanced an additional $70,000 through separate notes during fiscal 2014 with the same terms as the notes above. Maturity dates on these additional notes ranged from October to November 2013.

As of June 30 2014, the Company owes this individual approximately $3,003,065 pursuant to convertible notes and notes payable, along with approximately $1,284,632 accrued interest thereon.

During fiscal 2014, the Company issued two notes to a separate individual totaling $75,000. These notes incur 15% interest and were due in November 2013. To date these notes have not been repaid and are in technical default.

Convertible Promissory Notes

During the year ended June 30, ~~2013~~2015, the ~~Company~~ Company issued convertible notes totaling approximately $~~130~~215,000 to ~~various~~an ~~parties~~existing ~~for~~shareholder ~~cash.~~in ~~The~~exchange ~~notes~~for ~~bear~~cash ~~interest~~advances ~~at 8% and matured~~made ~~between~~to ~~January and July 2013, at which time all principal and accrued interest was due and payable. The notes and accrued interest thereon are convertible at $0.025 or based on~~ the ~~next equity financing and include default interest up to 12%~~Company.

~~During~~On ~~the year ended~~ June 30, ~~2013,~~2015 the Company exchanged ~~issued~~promissory ~~convertible~~ notes ~~totaling~~with ~~approximately $908,000 to~~ an ~~existing~~approximate ~~shareholder~~principal ~~which~~balance isof ~~included in the~~ $2~~,000,000~~.2 inmillion ~~total advances~~and ~~noted~~accrued ~~above~~interest inof ~~the Loans Payable section. Of the $908,000,~~ approximately $~~504,000~~1.7 ~~was~~million ~~related~~for ~~to prior~~ new convertible notes ~~that~~. ~~were~~The ~~refinanced during the year with~~ new ~~terms.~~convertible ~~The~~ notes ~~bear~~carry an interest atrate 8of 2%, per ~~annum~~month and ~~were~~came due aton ~~various~~June ~~dates through December 31~~29, ~~2013, at which time all principal and accrued interest was due and payable~~2016. ~~The~~All ~~notes~~these ~~and accrued interest thereon~~notes are ~~generally~~currently ~~convertible~~in ~~at $0.02 per share into the Company’s common stock at the option of the holder at any time prior to maturity and carry a 2% per month~~ default ~~rate~~.

~~During~~The Company ~~the~~recognized ~~year~~interest ~~ended~~expense ~~June~~of 30approximately $2,197,800, ~~2014~~$1,778,500 ~~the~~and ~~Company issued a convertible note to an existing shareholder in the amount of~~ $~~250~~1,550,000. ~~The~~during ~~convertible~~fiscal ~~note~~2017, ~~incurred~~2016 ~~a flat 10% interest~~ and 2015, ~~was due August 30~~respectively, ~~2014~~in atconnection ~~which~~with ~~time~~all aloans, ~~default interest rate was applied of 2% per month. The~~ convertible ~~note~~promissory ~~is convertible into 1 million shares of Series B preferred stock. To date~~notes, ~~no amounts have been repaid on this note~~ and itfinancing ~~is in technical default~~costs.

The Company recognized interest expense of approximately $1,072,000 and $884,000 during fiscal 2014 and 2013, respectively, in connection with all loans, convertible promissory notes, and financing costs.

9.	Related Party Transactions

The amounts due to ~~stockholders~~ stockholders include non-interest bearing, unsecured advances with no fixed terms of repayment and the note entered into May 30, 2012 as described below. Stockholders advanced the Company approximately $1174,~~509~~000, $139,000 and $01,330,000 during the years ended June 30, ~~2014 and 2013~~2017, ~~and~~2016 ~~were repaid approximately $326,000~~ and ~~$87~~2015,~~000~~ ~~during the same time periods,~~ respectively, ~~inclusive~~exclusive of the convertible note below. As of June 30, ~~2014~~2017, 2016 and 2015 the net balance due to stockholders for advances amounted to approximately $12,~~183~~662,000, $2,511,000 and $2,385,000, respectively, and is included in due to stockholders.

Included in Media Exchange Group ~~Convertible~~convertible ~~Notes~~notes above, is approximately $~~148~~172,000 in notes and accrued interest that are due to our ~~COO~~Chief Operating Officer.

OnIncluded ~~May~~in ~~30,~~accrued ~~2012,~~expenses ~~the~~are ~~Company~~amounts ~~formalized~~due to a ~~convertible~~related ~~promissory~~party ~~note with the Company’s CEO for approximately $179,809. The convertible note bears interest at 5% per annum, matures May 29, 2012, and is convertible at the option~~ of ~~the holder, at any time into shares of the Company’s common stock at~~ $~~0.02 per share. Of the total monies advanced by the CEO~~515, ~~approximately $111~~448,~~500~~ ~~was used for settlement of bank indebtedness in fiscal 2012, approximately~~ $15311,~~600 was used to pay legal fees in connection with the bank indebtedness settlement~~448, and ~~approximately~~ $52156,~~700~~448 ~~was~~for ~~used to pay certain operating costs on behalf of~~ the ~~Company. During~~years ~~the year~~ ended June 30, ~~2014 and 2013~~2017, ~~approximately~~2016 ~~$59,000~~ and ~~$81~~2015,~~000~~ ~~of interest and principal related to this note was repaid~~respectively. ~~As of June 30, 2014, the net balance of this convertible promissory note amounted to approximately $45,000 and is included in due to stockholders.~~

In August, 2015 the Company purchased an advertising trade credit from a related party. In conjunction with the purchase the Company issued 5 million shares of common stock and agreed to pay $125,000 in cash. The cash obligation is currently included in accounts payable.

10.

Commitments and Contingencies

~~Threatened~~ Litigation

~~The~~On ~~Company~~or isabout ~~not~~March ~~aware~~17, 2017, the State of ~~any~~Nevada ~~threatened~~Department of ~~litigation~~Employment, atTraining ~~this~~& ~~time~~Rehabilitation, Employment Security Division obtained a judgment in the First Judicial District Court of the State of Nevada in and for Carson City against Bad Rabbit, Inc. in the amount of $64,674 together with interest thereon for delinquent payroll taxes, penalties and interest. Such amount remains unpaid and continues to accrue interest. The Company has accrued these liabilities.

Employment Agreements

~~The~~On ~~Company~~September ~~has~~1, 2012, the Company entered ininto an ~~employment agreement~~Executive Employment Agreement with ~~Mr.~~each of Craig A. Fielding, asour ~~Chief~~CEO ~~Executive~~and ~~Officer~~CFO, ofand ~~the~~Patrick ~~Company~~Shuster, our COO and Secretary, through December 31, 2016. ~~Below~~ isAlthough athe ~~summary~~management ofcontracts expired December 31, 2016 both executives continue to serve at the ~~continuing~~direction ~~obligations~~of the Board of ~~such~~Directors in their current positions pursuant to the terms of their respective employment agreements: that were in effect in 2016.

—Below Base salary of $240,000 — Reimbursed office expense of $5,000 per month; — Unspecified pension and compensation retirement plan; and — Incentive compensation amounting to 5 to 50% of base salary with revenue targets ranging from $0- $2,000,000 and in excess of $10,000,000. Additionally, Mr. Fielding is ~~entitled to~~ a ~~cash~~summary ~~compensation amounting to 2%~~ of the ~~purchase~~continuing ~~price in the event~~ obligations of ~~a sale of the Company and 3% of capital raised~~Mr. Fielding’s agreement:

F· Base salary of $240,000 · Reimbursed office expense of $5,000 per month; · Unspecified pension and compensation retirement plan; and · Incentive compensation amounting to 5 to 50% of base salary with revenue targets ranging from $0-13 $2,000,000 and in excess of $10,000,000. Additionally, Mr. Fielding is entitled to a cash compensation amounting to 2% of the purchase price in the event of a sale of the Company and 3% of capital raised.

~~The Company has entered in an employment agreement with Mr. Patrick Shuster, as Chief Operating Officer of the Company. Below is a summary of the continuing obligations of such agreement:~~F-15

—Below Base salary of $240,000 — Reimbursed office expense of $5,000 per month. — Unspecified pension and compensation retirement plan; and — Incentive compensation amounting to 5 to 50% of base salary with revenue targets ranging from $0- $2,000,000 and in excess of $10,000,000. Additionally, Mr. Shuster is ~~entitled to~~ a ~~cash~~summary ~~compensation amounting to 2%~~ of the ~~purchase~~continuing ~~price in the event~~ obligations of ~~a sale of the Company and 3% of capital raised~~Mr. Shuster’s agreement:

	·	Base salary of $240,000
	·	Reimbursed office expense of $5,000 per month.
	·	Unspecified pension and compensation retirement plan; and
	·	Incentive compensation amounting to 5 to 50% of base salary with revenue targets ranging from $0- $2,000,000 and in excess of $10,000,000. Additionally, Mr. Shuster is entitled to a cash compensation amounting to 2% of the purchase price in the event of a sale of the Company and 3% of capital raised.

Other Matters

OnFor ~~June 27, 2012 plaintiffs Joseph R. Cellura as Chairman and CEO of Game2Mobile and Joseph R. Cellura individually filed a summons and complaint in~~ the ~~United~~quarterly ~~States~~periods ~~District Court~~beginning for the Southern District of New York (the “Court”) against the Company, our COO Patrick Shuster (“Shuster”), our CEO Craig Fielding (“Fielding”) and certain other defendants not affiliated with the ~~Company~~quarterly ~~(the “Action”).~~period ~~The~~ended ~~Company~~September 30, ~~Shuster~~2013 and ~~Fielding~~ending ~~were never served~~ with the ~~summons~~quarterly ~~and~~period ~~complaint,~~ended ~~and,~~June ~~upon information and belief~~30, ~~neither were any of the remaining defendants. Plaintiffs alleged 12 different causes of action against various defendants~~2015, ~~but~~Bad ~~only~~Rabbit ~~Count XI~~ was ~~alleged~~unable ~~against~~to ~~the~~remit ~~Company.~~its Inportion of ~~this~~Federal ~~count,~~Employment ~~plaintiff~~taxes ~~Cellura~~due ~~individually~~to ~~alleged that~~ the Company’s ~~(among~~cash ~~other~~position. ~~defendants) breached~~The ~~his~~fully ~~employment~~accrued ~~agreement~~payroll ~~with~~tax ~~the~~liability, ~~Company~~including penalties and ~~sought~~interest ~~damages~~to indate, ~~excess~~is ofapproximately $5585,000~~,000~~. ~~The~~This ~~complaint~~liability ~~did~~is ~~not~~fully ~~give~~accrued. ~~any~~Bad ~~detail of~~Rabbit ~~the~~ceased ~~specific~~operations ~~breaches by any of the defendants; nor did it describe how plaintiff had been damaged for a sum~~ in ~~excess of $5,000,000~~2015. The ~~complaint also alleged certain securities law violations against all individual defendants. Lastly, the complaint alleged various~~Company ~~causes~~is ofcurrently ~~action~~in ~~against~~discussions ~~the~~with ~~individual~~tax ~~defendants~~professionals ~~for~~to ~~intentional~~work ~~infliction~~out ofa ~~emotional~~settlement ~~distress, breach~~ of ~~fiduciary~~all ~~duty, defamation,~~amounts ~~interference~~including ~~with~~penalties ~~various business opportunities, prospective advantage,~~ and ~~negligent~~interest ~~supervision. The Company never~~and ~~entered~~a ~~into~~mutually ~~any~~acceptable ~~employment~~installment ~~agreement~~payment plan with ~~Mr.~~the ~~Cellura~~IRS. ~~The Company also had various counterclaims against Mr. Cellura.~~

In October 2012, the Company ~~and~~secured ~~Cellura~~a ~~as well~~license asto ~~certain~~market ofand license the ~~individual~~world’s ~~defendants~~first ~~named~~regulatory incompliant ~~the~~mobile ~~Action~~platform ~~entered~~for ~~into~~delivery aof ~~settlement~~gaming ~~agreement~~content ~~pursuant~~originally toknown ~~which~~as ~~(among other~~CAPSA, ~~matters)~~which ~~Cellura~~met ~~agreed~~the tostandards ~~discontinue~~of the ~~Action~~Nevada ~~against~~Gaming ~~the~~Board, ~~Company~~from ~~and~~Tarsin ~~file~~Inc. a(“Tarsin”) ~~stipulation~~through ofa ~~discontinuance~~licensing ~~with~~agreement. ~~prejudice with~~The ~~the~~licensing ~~Court~~agreement inprovided ~~which~~ the ~~Action~~Company ~~was~~with ~~pending.~~an ~~The~~exclusive ~~parties~~right ~~also~~to ~~agreed~~license tothe ~~exchange~~CAPSA ~~general~~software ~~releases~~platform ~~with~~in ~~each~~selected ~~other~~geographical markets ~~such~~throughout ~~that~~Canada ~~all~~and ~~claims by~~Mexico, ~~Cellura~~along ~~and~~with ~~his~~select ~~affiliates~~customers ~~against~~within the ~~Company~~United ~~were~~States ~~resolved;~~ (the ~~stipulation~~“Tarsin ofLicense”). The ~~discontinuance~~CAPSA software platform was ~~filed~~capable ~~with~~of ~~the~~providing ~~Court~~digital ~~and~~ media to a ~~general~~wide ~~release~~range ~~agreement~~of ~~was~~mobile ~~executed~~handsets, and ~~delivered~~provided byfor ~~all~~the ~~parties~~ability to onsecurely ortransmit ~~about~~financial ~~October~~information ~~31,~~to ~~2012~~individual ~~ending~~handset ~~the Action~~owners.

AsTarsin offiled a voluntary petition for bankruptcy protection in the ~~fiscal~~U.S. ~~year~~Bankruptcy ~~end~~Court, Northern District of California and the Company was a creditor in ~~two~~this ~~related~~Case ~~bankruptcy~~No. ~~cases~~13-53607. inIn resolving the ~~U.S.~~bankruptcy ~~Bankruptcy Court~~case, ~~Northern~~NYG ~~District~~Holdings ofLLC ~~California~~ (“~~Court~~NYG”)~~. The~~ ~~Company~~acquired ~~filed~~the ~~proofs~~original ofintellectual ~~claim~~property ~~and~~from ~~submitted~~Tarsin, anwhich ~~administrative~~included the ~~expense~~first ~~claim~~generation ~~for~~CAPSA ~~critical~~platform. ~~support~~Effective ~~services~~October ~~rendered~~20, to2014, ~~debtors in~~the ~~both~~Company Inentered reinto ~~Game2Mobile,~~a ~~Case~~multi-year Nolicense agreement for the CAPSA platform with NYG. 13The multi-~~52062~~year ~~and~~license Inagreement rewas ~~Tarsin,~~for ~~Inc.~~a ~~Case~~five ~~No.~~year ~~13-53607~~term renewable annually thereafter. OnThe orCompany ~~about~~was responsible ~~June~~to pay royalties fees of 10% of net revenues plus $100,000 ~~2014~~annually. However, the ~~Court~~first ~~approved~~ 18 months of the ~~debtors’~~agreement were ~~motion~~royalty tofree ~~sell~~and ~~substantially~~the ~~all~~first three years of ~~their~~annual ~~assets~~payments towere ~~NYG~~waived. ~~Holdings,~~In ~~LLC~~the ~~(“NYG”)~~spring ~~and~~of a2015, ~~related~~the ~~motion~~Company stopped development toon ~~approve~~the alegacy ~~compromise~~CAPSA ofplatform, ~~controversy~~as ~~with~~the ~~Tarsin~~CAPSA ~~(Europe)~~platform ~~LTD.,~~was ~~the~~eclipsed ~~largest~~by ~~unsecured~~rapid ~~creditor~~advances in ~~these~~open ~~bankruptcy~~source ~~cases~~software platforms that became commercially available in 2015. AsThe Company never introduced its platform or any products into the market, never generated any ~~related~~revenue toand never used the ~~sale~~CAPSA platform in any commercial way. Recently, the Company ~~negotiated~~made a ~~settlement~~decision ~~with~~to ~~NYG~~recast ~~whereby,~~its ~~among~~business to take advantage of other ~~things,~~opportunities ~~NYG~~that ~~would~~have ~~grant~~arisen that do not utilize the ~~Company~~CAPSA aPlatform. ~~new~~On August 31, 2017, the Company and NYG mutually agreed to terminate the license agreement and for the ~~CAPSA~~rights, ~~platform~~licenses and obligations of each of the ~~Company~~parties thereunder ~~would~~to ~~withdraw~~terminate and cease effective December 31, 2016, the time at which NYG discontinued its ~~claims~~business. inFurther, each party has mutually agreed to waive and release the ~~bankruptcy~~other ~~cases~~party ~~upon~~from ~~receipt~~any breaches of the ~~license~~License ~~with~~Agreement by the other party that may ~~NYG~~have occurred during the term the License Agreement was in effect.

OnThe ~~June~~Company’s ~~12,~~corporate ~~2014,~~headquarters ~~the~~are ~~Company~~located ~~entered~~at ~~into~~1870 anThe ~~agreement~~Exchange, toSuite ~~enter~~100, ~~into~~Atlanta, aGeorgia ~~multi~~30339-~~year license agreement for the CAPSA platform with NYG~~2021. ~~This~~These ~~license,~~premises ~~which~~consist isof ~~expected~~approximately to600 ~~be entered~~square ~~into~~feet in ~~October~~a ~~2014,~~multi-tenant building ~~will~~leased ~~grant~~by ~~latitude to~~ the Company tofrom ~~make~~an ~~modifications~~unaffiliated ~~and~~third ~~further~~party ~~enhancements~~pursuant to ~~the~~a ~~platform, which~~month-to-month ~~will~~lease bewith ~~marketed as~~ the ~~Universal~~option ~~Mobile Interface. We intend~~ to ~~initially~~convert ~~introduce the UMI platform into the market utilizing~~to ~~branded~~a ~~partnership~~longer ~~relationships~~term inat the ~~mobile~~Company’s ~~sports~~sole ~~betting and casino gaming verticals~~option. ~~The~~Current ~~multi-year~~monthly ~~license~~rent ~~agreement~~under ~~is for~~this ~~five~~lease ~~years and~~ is ~~thereafter~~approximately ~~renewable annually. The Company is responsible to pay royalties fees of 10% of net revenues plus~~ $~~100~~2,~~000 annually~~500. ~~However, the first 18 months of the agreement will be royalty free and the first three years of annual payments waived.~~

~~The~~In addition, the Company ~~leases~~has a virtual office space in ~~Incline~~the London ~~Village~~Bridge News Building located at 3 London Bridge Street, ~~Nevada~~London ~~pursuant~~SE19SG toEngland aThese ~~lease~~premises ~~executed~~consist of approximately 100 square feet in ~~July~~a ~~2013.~~multi-tenant ~~The~~building ~~monthly~~leased ~~rent~~by isthe ~~approximately~~Company ~~$4,500.~~from ~~The~~an ~~initial~~unaffiliated ~~lease~~third ~~was~~party ~~for three~~pursuant ~~months~~to a month-to-month lease with the ~~various~~option ~~options~~to convert to ~~extend~~a ~~through~~longer ~~July~~term ~~2015~~at ifthe ~~desired~~Company’s sole option. Current monthly rent under this lease is approximately $200.

F-16

11.

Stockholders’ Deficit

~~The~~As ~~Company~~of isJune 30, 2017, the Company was authorized to issue 500,000,000 shares of common stock and 100,000,000 shares of preferred stock. At ~~the~~such ~~present~~ time, assuming all of the rights and obligations to issue approximately ~~185~~556,000,000 shares of common stock under convertible notes, warrants and stock options became due as of June 30, ~~2014~~2017, the Company would not have sufficient authorized common shares to fulfill such obligations. ~~However,~~On ~~Company’s two~~October ~~officers~~11, ~~who are also directors~~2017, ~~control~~the ~~sufficient~~Company ~~votes~~increased ~~through their holdings of Series A and B Preferred Stock to increase~~ the authorized shares atof ~~any~~common ~~time,~~stock ~~when deemed appropriate. The Company intends~~ to ~~increase~~2 ~~our authorized common shares in the near future~~billion.

F-14

Preferred Stock

As of June 30, ~~2014~~2017, the Company has 100,000,000 preferred shares authorized, having a par value of $.001 per share.

Of the preferred shares authorized, 5,000,000 have been designated as Series A preferred shares, ~~and~~ 15,000,000 have been designated as Series B preferred shares, and 40,000,000 have been designated as Series C preferred shares. The rights and privileges of the Series A shares consist of super voting rights at 200 votes per share held, conversion rights on a one-to-one basis with common stock, and liquidation preference as described below. The rights and privileges of the Series B shares consist of voting rights equal to one vote per share held, conversion rights equal to Series A and liquidation preference as described below. The Series C shares are entitled to one vote per share held, will pay no dividend, are each convertible into four (4) shares of common stock, and have a liquidation preference junior to the Series A and B Preferred Stock. No Series C shares had been issued as of June 30, 2017.

Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any common stock or Series B and Series C preferred stock liquidation preference, the holders of the Series A preferred stock shall be entitled to be paid out of the assets of the Company an amount per share of Series A Preferred Stock equal to the product of (i) the original ~~amount~~ amount paid by the holder thereof for each share of Series A Preferred Stock owned by such holder as of the effective date of such liquidation, multiplied by (ii) the number of shares of Series A Preferred Stock owned of record by such holder as of the liquidation date (as adjusted for any combinations, splits, recapitalization and the like with respect to such shares). Series B preferred stock is next in liquidation preference after the Series A preferred stock, and is computed consistently with the formula above for the Series A preferred stock. Series C preferred stock is next in liquidation preference after the Series B preferred stock, and is computed consistently with the formula above for the Series B preferred stock.

OnDuring ~~September~~fiscal 212017, ~~2012,~~ the Company~~’s board~~ ~~of directors approved the creation of a Series C Preferred Stock. In connection therewith, the Company filed a certificate~~issued ~~of designations with the Nevada Secretary of State to create and reserve for future issuance 40~~2,000,000 shares of Series ~~C Preferred Stock. The shares are voting, will pay no dividend, are each convertible into four (4) shares of common stock, and have a liquidation preference junior to the Series A and~~ B Preferred Stock. Noto ~~Series~~its Cprimary ~~shares~~convertible ~~had been issued as of June 30, 2014~~noteholder.

Common Stock

The Company isrecently increased ~~proposing an increase in the~~its authorized number of shares of common stock available for future issuance in order to have shares available for a variety of ~~corporate~~ corporate purposes including the conversion to common stock of outstanding convertible notes. The Company’s Articles of Incorporation ~~authorize~~ previously authorized it to issue up to 500,000,000 shares of common stock, par value $.001 per share. The Company does not propose to increase our authorized preferred stock, which will remain unchanged. In ~~August~~October ~~2013~~2017, the Company ~~filed~~increased ~~a PREFORM 14C with~~ the ~~SEC to increase the~~ authorized shares of its common stock to ~~750~~2 ~~million~~billion. The Company will likely be finalizing and filing that document in the near future and then notifying shareholders as required and changing our Articles of Incorporation to reflect the additional shares. Once this process is complete the Company will have sufficient common shares to convert existing note holders.

During fiscal ~~2014~~2016, the Company issued ~~the~~ the following shares of common stock:

· 35,~~750~~000,000 shares of common stock in connection with an asset purchase agreement issued to a related party for ~~cash~~the ~~proceeds~~purchase of ~~$75,000,~~advertising trade credit.

· 5,000,000 shares of fully vested common stock for services which were valued at $35,000 based on the closing price of the Company’s common stock on the date of commitment which has been charged to operations,F-17

· 5,000,000 shares of common stock in connection with a loan payable as described in Note 8, and

· 40,000,000 shares of common stock issued in connection with the conversion of notes payable totaling $528,500.

Warrants

~~During~~There ~~the~~were ~~year~~no ~~ended~~warrants ~~June 30, 2013, the Company~~ issued ~~680,000~~to ~~five-year warrants having an exercise price of $0.025 per share of~~ purchase common stock. ~~Such~~during ~~warrants~~the years ~~were~~ended ~~issued~~June ~~in connection with an issuance of convertible notes amounting to approximately $130~~30,~~000.~~ ~~The Company determined that the value associated with the granting of these warrants associated with such convertible note was approximately $3~~2017,~~000,~~ ~~all~~2016 ofand ~~which was amortized in fiscal 2013~~2015.

A summary of the status of of the warrants for the years ended June 30, ~~2014~~2017, 2016 and ~~2013~~2015 is as follows:

	Warrants			Weighted Average Exercise Price		Weighted Average Contractual Term (years)
Outstanding June 30, 2012		2,492,184		$	0.017		3.9
Outstanding June 30, 2014		3,172,184		$	0.018		2.1
Granted		~~680,000~~–			~~0.025~~–		~~5.0~~
Exercised		–			–
Forfeited		–			–
Outstanding June 30, 2013		3,172,184		$	0.018		3.1
Outstanding June 30, 2015		3,172,184		$	0.018		1.1
Granted		–			–
Exercised		–			–
Forfeited		–(2,067,184	)		–0.015
Outstanding June 30, 2014		3,172,184		$	0.018		2.1
Outstanding June 30, 2016		1,105,000		$	0.025		0.7
Granted		–			–
Exercised		–			–
Forfeited		(425,000	)		–
Outstanding June 30, 2017		680,000		$	0.025		0.1

F-15

Options

On September 121, ~~2011~~2012, the Company granted 20,000,000 stock options to directors and officers of the Company, pursuant to the stock option plan established by the Company. One fourth of the options vested immediately, with one quarter vesting on each anniversary thereafter. The options are exercisable at $0.007 per share and have a ten-year contractual life. The grant date fair value of these options was determined to be $140,000 at the date of grant using the Black-Scholes option pricing model. AtStock option ~~June~~expense ~~30,~~related ~~2014,~~to ~~the~~these ~~Company~~options ~~has~~was ~~recognized~~approximately $177,~~500~~292 infor ~~option~~the ~~expense and~~year ~~there~~ended isJune ~~approximately $7~~30,~~000~~ of2015. There was no remaining unrecognized expense associated with the issuance of stock options ~~which~~for isthe ~~expected~~years toended ~~be recognized~~June in30, ~~fiscal~~2017 ~~2015~~and 2016.

InStock ~~February~~option ~~2013, the Company issued 10,000,000~~activity ~~options to a third-party consultant~~ for ~~services to be rendered. There were no terms to~~ the options and thus, it has been determined that the exercise price is the fair market value on the date of exercise and the options carry a ten (10) year contractual life. Half of the options vested upon commencement of the contract, and the other half vested at the anniversary date of the contract. The options are valued at each reporting date based on the guidance of ASC 505. The Company used the following range of inputs to the Black-Scholes option pricing model during the years ended June 30, ~~2014~~2017, 2016 and ~~2013~~2015 is summarized as follows:

	2014		2013
		Options			Weighted Average Exercise Price		Weighted Average Contractual Term (years)		Aggregate Intrinsic Value
Annual dividend yield	–		–
Outstanding June 30, 2014			20,000,000		$	0.02		7.0	$	–
Expected life (years)	4.5-5.0		5.25-5.5
Granted			–			–
Risk-free interest rate	1.39-1.75	%	0.78-1.41	%
Exercised			–			–
Expected volatility	337-340	%	339-341	%
Expired			–			–
Outstanding June 30, 2015			20,000,000		$	0.02		6.0	$	–
Granted			–			–
Exercised			–			–
Expired			–			–
Outstanding June 30, 2016			20,000,000		$	0.02		5.0	$	–
Granted			–			–
Exercised			–			–
Expired			–			–
Outstanding June 30, 2017			20,000,000		$	0.02		4.0	$	–
Exercisable and vested at June 30, 2017			20,000,000		$	0.02		4.0	$	–

Stock option expense related to these options was approximately $30,800 and $17,500 during the year ended June 30, 2014 and 2013. Stock option expense for all stock options during the years ended June 30, 2014 and 2013 was approximately $48,300 and $208,000, respectively.F-18

Stock option activity for the years ended June 30, 2014 and 2013 is summarized as follows:

	Options			Weighted Average Exercise Price		Weighted Average Contractual Terms		Aggregate Intrinsic Value
Outstanding at June 30, 2012		16,000,000		$	0.02		8.9	$	–
Granted		20,000,000			0.002-0.04		10.0		–
Exercised		–			–		–		–
Expired		(16,000,000	)		0.01		3.0		–
Outstanding at June 30, 2013		20,000,000		$	0.02		9.0	$	–
Granted		–			–		–		–
Exercised		–			–		–		–
Cancelled		–			–		–		–
Outstanding at June 30, 2014		20,000,000		$	0.02		8.0	$	–
Exercisable and vested at June 30, 2014		18,125,000		$	$0.002-0.04		8.0	$	–

12.

Income Tax

The Company's income taxes are as follows:

	June 30,			June 30,			June 30,
	2014			2013
	2017			2016			2015
Expected income tax benefit at the combined statutory rate of 35%	$	1,~~205~~284,~~000~~900		$	1,~~603~~178,000		$	1,574,100
Non-deductible stock compensation and other		~~(29,000~~–	)		~~(558,000~~–	)		(6,470	)
U.S. effective rate in excess of Canadian tax rate		(7356,000	)		(7956,~~000~~700	)		(65,520	)
Valuation allowance		(1,~~103~~228,~~000~~900	)		(~~966~~1,~~000~~121,300	)		(1,502,110	)
Benefit from income taxes	$	–		$	–		$	–

F-16

The components of deferred tax assets are as follows:

June 30, 2014

June 30, 2013

June 30, 2017

June 30, 2016

June 30, 2015

Net operating loss carry forwards

34,~~303~~548,~~000~~800

13,~~495~~432,000

2,424,000

Accounts payable and accrued liabilities

~~1,339,000~~–

~~799,000~~–

–

Valuation allowance

(4,~~642~~548,~~000~~800

)

(23,~~294~~432,000

)

(2,424,000

)

Net

–

The components of net loss for fiscal ~~2014~~2017, 2016 and ~~2013~~2015 before ~~income~~ income tax consisted of the following:

	Year Ended June 30,
Description	2014			2013
$ Description	2017			2016			2015
U.S. Operations	$	(2,~~708~~863,~~000~~675	)	$	(32,~~878~~584,~~000~~353	)	$	(3,532,590	)
Canadian Operations		(~~860~~430,~~000~~814	)		(~~930~~436,~~000~~221	)		(503,997	)
Total net loss	$	(3,~~568~~294,~~000~~489	)	$	(43,~~808~~020,~~000~~574	)	$	(4,036,587	)

The Company has net operating loss carry forwards available to be applied against future years' taxable income. Due to the losses from operations and expected future operating results, it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments. Accordingly, a 100% valuation allowance has been recorded for deferred tax assets and current income taxes.

As of June 30, ~~2014~~2017, the Company had approximately $213,~~700~~051,000 of Federal, provincial and state net operating loss (“NOL”) carry forwards available to offset future years’ taxable income. Such carry forwards expire between ~~2027~~2030 and ~~2033~~2036. Due to a change in ownership as defined under Section 382 of the Internal Revenue Code due to share issuances exceeding 50%, these net operating losses will likely be limited to a nominal amount, annually. During the year ended June 30, ~~2014~~2017, the Company excluded NOLs prior to fiscal 2012 from its deferred tax assets. The Canadian NOL ~~will~~are be calculated using the Canadian tax rate of 26% compared to the U.S. tax rate of 3635%.

~~The Company has not filed its United States Federal and State tax returns for the years ranging from June 30, 2011~~ F- 2014. Management intends to comply with the requirements to file the tax returns upon raising capital. Failure to file the tax returns could result in penalties assessed against the Company. The Company has identified the United States as its "major" tax jurisdiction. The United States Federal return years 2008 through 2011 are still subject to tax examination by the United States Internal Revenue Service; however, we do not currently have any ongoing tax examinations.19

The Company ishas ~~required~~not tofiled ~~report~~its ~~compensation~~United States ~~for~~Federal ~~its~~and ~~employees.~~State ~~During~~tax returns for the years ~~ended~~ranging from June 30, ~~2014~~2011 ~~and~~- ~~2013,~~2017. ~~the~~Management ~~Company~~intends ~~did~~to ~~not~~comply ~~pay~~with ~~advances~~the requirements to file the ~~two~~tax ~~officers~~returns upon raising capital. ~~The~~Failure to file the tax returns could result in penalties assessed against the Company. The Company has ~~not~~identified ~~reported~~the ~~these~~United ~~advances~~States as ~~wages~~its ~~subject~~"major" totax ~~withholding~~jurisdiction. The ofUnited States Federal ~~and~~return years ~~state~~2008 ~~income~~through ~~taxes.~~2011 ~~The~~are ~~Company~~still ~~may be~~ subject to ~~taxes,~~ ~~penalties~~tax ~~and~~examination ~~interest~~by ifthe ~~such~~United ~~advances~~States ~~are~~Internal ~~not~~Revenue ~~properly~~Service; ~~reported~~however, inwe ado ~~timely~~not currently ~~manner~~have any ongoing tax examinations.

13.

Subsequent Events

~~F-17~~On August 12, 2017, the Company issued 2,000,000 shares of Series B preferred stock to a convertible noteholder.

On September 1, 2017, the Board of Directors approved actions to increase the Company’s authorized common stock from 500 million to 2 billion shares. In conjunction therewith, the Company filed a Form 14C with the Securities and Exchange Commission and a Notice and Information Statement to stockholders was mailed to all stockholders on September 19, 2017. The charter amendment was effective October 11, 2017.

F-21

14.

Quarterly Financial Information (Unaudited)

Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, these consolidated financial statements do not include all of the disclosures required by generally accepted accounting principles it the United States of America for complete financial statements. These unaudited consolidated interim financial statements should he read in conjunction with the consolidated financial statements in our Annual Report on Form 10-K for the years ended June 30, 2017, 2016 and 2015. In the opinion of management, the unaudited interim consolidated financial statements furnished herein include adjustments, all of which are of a normal recurring nature necessary for a fair statement of the results for all the interim periods presented. Operating results for the interim periods are not necessarily indicative of the results that may be expected for a full fiscal year.

Consorteum Holdings Inc. & Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	March 31, 2017			December 31, 2016			September 30, 2016			March 31, 2016			December 31, 2015			September 30, 2015
Assets:
Cash	$	21		$	278		$	544		$	280		$	393		$	369
Current assets		21			278			544			280			393			369

Total assets	$	21		$	278		$	544		$	280		$	393		$	369

Liabilities and Shareholders' Deficit
Accounts payable	$	999,048		$	988,791		$	993,698		$	980,108		$	950,842		$	954,539
Accrued expenses		1,021,411			969,015			918,185			790,633			722,343			688,322
Accrued expenses - officers		1,768,945			1,621,150			1,501,820			1,228,656			1,045,887			927,177
Accrued expenses - payroll taxes and related penalties and interest		942,151			910,203			882,545			772,177			709,366			690,104
Loans payable, in default and accrued interest		1,512,476			1,479,159			1,478,103			1,439,160			1,354,752			1,359,807
Convertible promissory notes, in default and accrued interest		11,156,871			10,619,063			10,112,812			9,179,229			8,745,375			8,341,171
Due to stockholders		2,624,882			2,601,574			2,548,204			2,474,956			2,436,644			2,388,541
Current liabilities		20,025,784			19,188,955			18,435,367			16,864,919			15,965,209			15,349,662

Total liabilities		20,025,784			19,188,955			18,435,367			16,864,919			15,965,209			15,349,662

Stockholders' Deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized
Preferred stock A, $0.001 par value, 5,000,000 shares designated: 5,000,000 issued and outstanding as of June 30, 2017, 2016 and 2015, respectively		5,000			5,000			5,000			5,000			5,000			5,000
Preferred stock B, $0.001 par value, 15,000,000 shares designated: 6,000,000 issued and outstanding as of June 30, 2017, and 4,000,000 issued and outstanding as of June 30, 2016 and 2015, respectively		4,000			4,000			4,000			4,000			4,000			4,000
Preferred stock C, $0.001 par value, 40,000,000 shares designated: zero issued and outstanding as of June 30, 2017, 2016 and 2015, respectively		–			–			–			–			–			–
Common stock; $.001 par value; 500,000,000 shares authorized; 471,150,864 issued and outstanding as of June 30, 2017 and 2016, respectively, and 466,150,864 issued and outstanding as of June 30, 2015		471,150			471,150			471,151			471,151			471,151			471,151
Additional paid-in capital		6,370,063			6,370,063			6,370,063			6,370,063			6,370,063			6,370,063
Accumulated other comprehensive loss		326,605			347,571			285,000			245,151			406,617			328,192
Accumulated deficit		(27,202,581	)		(26,386,461	)		(25,570,036	)		(23,960,003	)		(23,221,646	)		(22,527,698	)
Total shareholders' deficit		(20,025,763	)		(19,188,677	)		(18,434,823	)		(16,864,639	)		(15,964,816	)		(15,349,293	)
Total liabilities and shareholders' deficit	$	21		$	278		$	544		$	280		$	393		$	369

F-22

Consorteum Holdings Inc. & Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Three Months ended March 31,			Nine Months ended March 31,			Three Months ended December 31,			Six Months ended December 31,			Three Months ended September 30,
	2017			2017			2016			2016			2016

Operating expenses:
Selling, general and administrative		252,971			845,559			283,721			592,587			308,866
Total operating expenses		252,971			845,559			283,721			592,587			308,866

Operating loss		(252,971	)		(845,559	)		(283,721	)		(592,587	)		(308,866	)

Other expense
Interest expense		(563,148	)		(1,602,310	)		(532,704	)		(1,039,161	)		(506,457	)


Net loss		(816,120	)		(2,447,869	)		(816,425	)		(1,631,749	)		(815,324	)

Foreign currency translation adjustment		(20,966	)		67,692			62,571			88,658			26,087

Comprehensive loss	$	(837,086	)	$	(2,380,177	)	$	(753,854	)	$	(1,543,091	)	$	(789,237	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Basic and diluted weighted average common shares outstanding		471,150,864			471,150,864			471,150,864			471,150,864			471,150,864

F-23

Consorteum Holdings Inc. & Subsidiaries

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

	Three Months ended March 31,			Nine Months ended March 31,			Three Months ended December 31,			Six Months ended December 31,			Three Months ended September 30,
	2016			2016			2015			2015			2015

Operating expenses:
Selling, general and administrative		284,133			929,048			261,848			644,915			383,067
Impairment of investment		–			–			–			–			–
Impairment of intangible assets		–			–			–			–			–
Null		–			–			–			–			–
Total operating expenses		284,133			929,048			261,848			644,915			383,067

Operating loss		(284,133	)		(929,048	)		(261,848	)		(644,915	)		(383,067	)

Other income and (expense)
Interest expense		(454,224	)		(1,296,817	)		(432,099	)		(842,592	)		(410,493	)


Net loss		(738,357	)		(2,225,865	)		(693,947	)		(1,487,508	)		(793,560	)

Foreign currency translation adjustment		(161,466	)		94,956			78,425			256,422			177,997

Comprehensive loss	$	(899,823	)	$	(2,130,909	)	$	(615,522	)	$	(1,231,086	)	$	(615,563	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Basic and diluted weighted average common shares outstanding		471,150,864			470,514,500			471,150,864			470,199,777			469,248,690

F-24

Consorteum Holdings Inc. & Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months ended March 31,			Six Months ended December 31,			Three Months ended September 30,			Nine Months ended March 31,			Six Months ended December 31,			Three Months ended September 30,
	2017			2016			2016			2016			2015			2015

Cash flows from operating activities:
Net loss	$	(2,447,869	)	$	(1,631,749	)	$	(815,324	)	$	(2,225,865	)	$	(1,487,508	)	$	(793,560	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Impairment expense		–			–			–			146,000			146,000			146,000
Accounts payable		16,854			9,094			7,315			24,747			13,536			8,432
Accrued expenses		708,528			484,108			261,582			661,467			410,995			209,580
Accrued interest		1,601,235			1,038,471			506,001			1,295,697			841,846			410,216
Net cash used in operating activities		(121,251	)		(100,076	)		(40,426	)		(97,954	)		(75,131	)		(19,332	)

Cash flows used in investing activities:
Net cash used in investing activities		–			–			–			–			–			–

Cash flows from financing activities:
Proceeds from stockholders' advances		135,394			114,176			50,225			101,939			44,851			19,040
Repayment of stockholders' advances		(15,602	)		(14,803	)		(10,360	)		(2,622	)		28,202			–
Net cash provided by financing activities		119,792			99,373			39,865			99,317			73,053			19,040

Effect of exchange rate on cash		261			(237	)		(114	)		(2,281	)		1,273			(537	)
Net increase (decrease) in cash		(1,198	)		(940	)		(675	)		(918	)		(805	)		(829	)
Cash, beginning of period		1,219			1,219			1,219			1,198			1,198			1,198
Cash, end of period	$	21		$	278		$	544		$	280		$	393		$	369

Supplemental disclosures of cash flow information:
Cash paid for interest	$	–		$	–		$	–		$	–		$	–		$	–
Cash paid for income taxes	$	–		$	–		$	–		$	–		$	–		$	–

Non-cash investing and financing activities:
Shares and debt issued for purchase of prepaid advertising										$	146,000		$	146,000		$	146,000

F-25

Filing Compare · Consorteum Holdings, Inc.